**Exhibit10.19**

**Form of AmendedEmployment Offer Letter for Executive Officers**
| [Employee]                  |   | [Date] |
|-----------------------------|--------|--------|
| RightNow Technologies, Inc. |   |   |
| 40 Enterprise Blvd.         |   |   |
| Bozeman, MT 59718           |   |   |

 

Dear[Employee]:

In consideration for your agreement to continue to be employed as[Title] and for other good and valuable consideration that is herebyacknowledged, this letter amends certain terms of your offer letter ofemployment dated [ date ] (the “Original Letter”) with RightNow Technologies(the “Company”) as follows:

1.               This letter provides you with certainentitlements in the event that your employment with the Company ends withintwelve months following the date of a Change in Control of the Company.  Any capitalized terms in this letter shallhave the same meaning as in the attachment to this letter.

2.               You will receive the benefits referred to inparagraph 3 of this letter if (a) your employment with the Company (or anysuccessor company or affiliated entity with which you are then employed) isterminated by the Company or such other employer without Cause within twelvemonths following the date of a Change in Control of the Company; or (b) youremployment with the Company (or any successor company or affiliated entity withwhich you are then employed) is terminated by you for Good Reason within twelvemonths following the date of a Change in Control of the Company.

3.               The benefits that you will receive upon theoccurrence of the events described in paragraph 2 of this letter are (i)acceleration of 100% of your then unvested stock options in connection withstock option awards made after the date of this letter, and subject to theterms and conditions of each such stock option agreement that is executed byyou and the Company; and (ii) [number ] months salary continuation at your thencurrent on target earnings (OTE) as determined by the Company’s CompensationCommittee from time to time.

To the extent of any inconsistency between the terms of this letter andyour Original Letter, this letter shall control with respect to the subjectmatter hereof.

Please indicate your acceptance by signing and dating this letterbelow.

RIGHTNOW TECHNOLOGIES, INC.
| By:    |   |   |   |   |       |   |   |
|--------|--------|--------|--------|--------|------------|--------|--------|
|   |   |   |   |   | [Employee] |   |   |
|   |   |   |   |   | Date:      |   |   |
|        |        |        |        |        |            |        |        |  |

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**ATTACHMENT**

**DEFINITIONS**

#### “Changein Control” shall mean a change in ownership or control of the Company effectedthrough any of the following transactions:

##### 1.               merger, consolidation or other reorganizationunless securities representing more than 50% of the total combined voting powerof the voting securities of the successor corporation are immediatelythereafter beneficially owned, directly or indirectly and in substantially thesame proportion, by the persons who beneficially owned the Company’soutstanding voting securities immediately prior to such transaction;

##### 2.               the sale, transfer or other disposition ofall or substantially all of the Company’s assets;

##### 3.               the acquisition, directly or indirectly byany person or related group of persons (other than the Company or a person thatdirectly or indirectly controls, is controlled by, or is under common controlwith, the Company), of beneficial ownership (within the meaning of Rule 13d-3of the Exchange Act) of securities possessing more than 50% of the totalcombined voting power of the Company’s outstanding securities pursuant to atender or exchange offer made directly to the Company’s stockholders; or

##### 4.               a change in the composition of the Board ofDirectors over a period of 36 consecutive months or less such that a majorityof the directors ceases, by reason of one or more contested elections fordirectorship, to be comprised of individuals who either (i) have been directorscontinuously since the beginning of such period or (ii) have been elected ornominated for election as directors during such period by at least a majorityof the directors described in clause (i) who were still in office at the timethe Board of Directors approved such election or nomination.

Following a Change in Control, “Company” shall refer to the successorcorporation in the transaction.

#### Terminationof employment for “Cause” shall mean termination by the Company of youremployment based upon (i) the willful and continued failure by yousubstantially to perform your duties and obligations (other than any suchfailure resulting from your incapacity due to physical or mental illness or anysuch actual or anticipated failure resulting from your termination for “GoodReason” as defined below), (ii) your conviction or plea bargain in connectionwith the commission or alleged commission of any felony or gross misdemeanorinvolving moral turpitude, fraud or misappropriation of funds, or (iii) yourwillful engaging in misconduct which causes substantial injury to the Company,its other employees or its clients, whether monetarily or otherwise.  For purposes of this paragraph, no action orfailure to act on your part shall be considered “willful” unless done, oromitted to be done, by you in bad faith and without reasonable belief that youraction or omission was in the best interests of the Company.

#### “GoodReason” shall mean the occurrence of any of the following events following aChange in Control, except for the occurrence of such an event in connectionwith the termination of your employment by the Company (or any successorcompany or affiliated entity then employing you) for Cause, Disability ordeath:

#### 1.               the assignment to you of employment duties orresponsibilities which are not substantially comparable in responsibility andstatus to the employment

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####                         duties and responsibilities you heldimmediately prior to the Change in Control;

#### 2.               a reduction in your base salary as in effectimmediately prior to the Change in Control or as the same may be increased fromtime to time during the term of this Agreement; or

#### 3.               requiring you towork in a location more than 50 miles from your office location immediatelyprior to the Change in Control, except for requirements of temporary travel onthe Company’s business to an extent substantially consistent with your businesstravel obligations immediately prior to the Change in Control.

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