Exhibit
10.30


FORM
OF OFFER LETTER


[RIGHTNOW
TECHNOLOGIES, INC. LETTERHEAD]


TRANSMITTED
VIA EMAIL


June 20, 2007


Dear [NAME],


The purpose of this
letter is to amend your offer letter dated [ORIGINAL LETTER DATE] (“Original
Letter”) to reflect the recent organization restructure, and to clarify your
entitlement to certain benefits upon termination of your employment. To the
extent of any inconsistency between the terms of this letter and your Original
Letter, this letter shall control with respect to the subject matter hereof.
Any capitalized terms in this letter shall have the same meaning as in the
attachment to this letter.


Organization Restructure:   [REPORTING]. 
The Board has determined that your position meets the requirements of
SEC Rule 16a-1, and that accordingly you are designated as an officer of
RightNow Technologies, Inc. (the “Company”) for the purpose of Section 16 of
the Securities and Exchange Act of 1934 (“Executive Officer”).  As an Executive Officer, there will be
additional SEC reporting requirements that pertain to your employment and
remuneration.  I believe that you have
already been provided with a copy of the Company’s s16 Manual, which you should
carefully review.


[INDEMNIFICATION]


Recognizing your enhanced
responsibilities, the Board has approved [REMUNERATION]. In addition, the Board
has approved a new grant to you of options to purchase [NUMBER OF OPTION
SHARES] shares of the Company’s common stock, which will vest over 4 years and
be governed by the terms of the attached stock option agreement for your review
and signature.


Termination of
Employment:  You will
receive the following benefits if your employment with the Company (or any
successor company or affiliated entity with which you are then employed) is
terminated by the Company or such other employer without Cause:


(i)                                     acceleration
of [VESTING ACCELERATION] of your then unvested stock options in connection
with the attendant stock option award, and stock option awards made after the
date of this letter, and subject to the terms and conditions of each such stock
option agreement that is executed by you and the Company; and


(ii)                                  6
months salary continuation at your then current on target earnings (OTE) as
determined by the Company’s Compensation Committee from time to time.












Termination of Employment
following a Change of Control:  In lieu of the benefits referred to above,
you will receive the following benefits if (a) your employment with the Company
(or any successor company or affiliated entity with which you are then
employed) is terminated by the Company or such other employer without Cause
within twelve months following the date of a Change in Control of the Company;
or (b) your employment with the Company (or any successor company or affiliated
entity with which you are then employed) is terminated by you for Good Reason
within twelve months following the date of a Change in Control of the Company:


(i)                                     acceleration
of 100% of your then unvested stock options in connection with the attendant
stock option award, and stock option awards made after the date of this letter,
and subject to the terms and conditions of each such stock option agreement
that is executed by you and the Company; and


(ii)                                  6
months salary continuation at your then current on target earnings (OTE) as
determined by the Company’s Compensation Committee from time to time.


Actions:  Could you please take the following actions:


1.               Return a copy of
the signed indemnification agreement and stock option agreement to Vicki
Pollington.


2.               Sign this letter to
indicate your acceptance of the amendment to your offer letter, and return a
copy to Vicki Pollington.


3.               Retain one copy of
each document for your records.


	
  RIGHTNOW TECHNOLOGIES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Greg Gianforte

  	
   

  	
  [NAME]

  
	
   

  	
   

  	
  [DATE]

  
							



 












ATTACHMENT


DEFINITIONS


“Change in Control” shall mean a change in ownership or control of the
Company effected through any of the following transactions:


1.               merger,
consolidation or other reorganization unless securities representing more than
50% of the total combined voting power of the voting securities of the
successor corporation are immediately thereafter beneficially owned, directly
or indirectly and in substantially the same proportion, by the persons who
beneficially owned the Company’s outstanding voting securities immediately
prior to such transaction;


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


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


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


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


Termination of employment for “Cause” shall mean termination by the
Company of your employment based upon (i) the willful and continued failure by
you substantially to perform your duties and obligations (other than any such
failure resulting from your incapacity due to physical or mental illness or any
such actual or anticipated failure resulting from your termination for “Good
Reason” as defined below), (ii) your conviction or plea bargain in connection
with the commission or alleged commission of any felony or gross misdemeanor
involving moral turpitude, fraud or misappropriation of funds, or (iii) your
willful 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 or
failure to act on your part shall be considered “willful” unless done, or
omitted to be done, by you in bad faith and without reasonable belief that your
action or omission was in the best interests of the Company.












“Good Reason” shall mean the occurrence of any of the following events
following a Change in Control, except for the occurrence of such an event in
connection with the termination of your employment by the Company (or any
successor company or affiliated entity then employing you) for Cause,
Disability or death:


1.               the assignment to
you of employment duties or responsibilities which are not substantially
comparable in responsibility and status to the employment duties and
responsibilities you held immediately prior to the Change in Control;


2.               a reduction in your
base salary [ADDED TERM] as in effect immediately prior to the Change in
Control or as the same may be increased from time to time during the term of
this Agreement; or


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












SCHEDULE
OF MATERIAL DIFFERENCES

TO EXHIBIT 10.30


	
  Name

  	
   

  	
  Original

  Letter 

  Date

  	
   

  	
  Reporting

  	
   

  	
  Indemnification

  	
   

  	
  Remuneration

  	
   

  	
  Number 

  of Option 

  Shares

  	
   

  	
  Vesting 

  Acceleration

  	
   

  	
  Date

  	
   

  	
  Added 

  Term

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Steven D. Daines

  	
   

  	
  June 14, 2000

  	
   

  	
  Effective April 1, 2007, you will be the VP and GM
  for Asia Pacific, reporting to me.

  	
   

  	
  In addition, the Company has adopted a policy of
  indemnifying its Executive Officers and directors for certain types of
  liabilities. In this regard, I enclose a copy of our standard indemnification
  agreement for your review and signature. This agreement replaces the
  indemnification agreement that you entered into with the Company on August
  11, 2000.

  	
   

  	
  a new OTE of $290,000, comprising a base of $180,000
  and an on-target bonus potential of $110,000. The new remuneration package
  will be effective from April 1, 2007.

  	
   

  	
  20,000

  	
   

  	
  12.5%

  	
   

  	
  6/21/07

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Joseph Brown

  	
   

  	
  March 16, 2007 (1)

  	
   

  	
  Under the new reporting structure, you will report
  to me.

  	
   

  	
  In addition, the Company has adopted a policy of
  indemnifying its Executive Officers and directors for certain types of
  liabilities. In this regard, I enclose a copy of our standard indemnification
  

  	
   

  	
  N/A (1)

  	
   

  	
  20,000

  	
   

  	
  12.5%

  	
   

  	
  6/28/07

  	
   

  	
  N/A

  













 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  agreement for your review and signature.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jason
  Mittelstaedt

  	
   

  	
  January 24, 2006 (2)

  	
   

  	
  Effective April 1, 2007, you will report to me.

  	
   

  	
  N/A. However, Mr. Mittelstaedt previously signed
  RightNow’s standard indemnification agreement on January 24, 2006.

  	
   

  	
  a new OTE of $260,000, comprising a base of $190,000
  and an on-target bonus potential of $70,000. The new remuneration package
  will be effective from April 1, 2007.

  	
   

  	
  20,000

  	
   

  	
  12.5%

  	
   

  	
  6/21/07

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mike Saracini

  	
   

  	
  July 20, 2005 (3)

  	
   

  	
  Effective April 1, 2007, you will be the VP and GM,
  Americas, reporting to me.

  	
   

  	
  In addition, the Company has adopted a policy of
  indemnifying its Executive Officers and directors for certain types of liabilities.
  In this regard, I enclose a copy of our standard indemnification agreement
  for your review and signature.

  	
   

  	
  a new OTE of $425,000, comprising a base of $250,000
  and an on-target bonus potential of $175,000. The new remuneration package
  will be effective from April 1, 2007.

  	
   

  	
  50,000

  	
   

  	
  25%

  	
   

  	
  7/16/07

  	
   

  	
  or bonus

  



 


This schedule sets forth
the material terms, to the extent they are different, of the offer letters with
each of Steven D. Daines, Joseph Brown, Jason Mittelstaedt and Mike
Saracini.  The form is filed herewith.


(1)                                  The
following are the surviving material terms of the Original Letter for Joseph
Brown:


“I am pleased to offer you a full-time position with RightNow
Technologies (“RightNow”) as a VP & GM EMEA located in the UK.”


“Your On Target Earnings (OTE) will be $380,000 annually, consisting of
a base salary of $220,000 per year with an on-target bonus potential of
$160,000 per annum.”












“In addition, subject to approval by the RightNow Board of Directors,
you will receive options to purchase 30,000 shares of RightNow common stock,
which will vest over four years and be governed by the terms of the stock
option agreement.  If your employment is
terminated for a reason other than for cause, 12.5% of the then unvested
options under this grant will vest, as documented in your stock option
agreement.  If your employment is
terminated within 12 months after a change in control of RightNow, 100% of your
then unvested options under this grant will vest, as documented in your stock
option agreement.”


“RightNow will reimburse you for normal, reasonable relocation expenses
up to $7,500 submitted with receipts. 
RightNow also agrees to reimburse you for moving back to the US from the
UK at the end of the program for an amount up to $7,500 ($15,000 max. total).  In addition, RightNow will provide housing
and car allowance, tax equalization, tax preparation assistance per letter of
understanding enclosed.  It will be your
responsibility to pay custom duties and taxes on items purchased while on
assignment.”


(2)                                  The
following are the surviving material terms of the Original Letter for Jason
Mittelstaedt:


“I am pleased to offer you a full-time position with RightNow
Technologies (“RNT”) as Vice President of Marketing located in Bozeman.”


“In addition, the RNT Board has approved a grant to you of options to
purchase 75,000 shares of RNT common stock, which will vest over four years and
be governed by the terms of a stock option agreement.  The option agreement will include an accelerated
vesting provision in the event of. termination of your employment within the 12
months following a change of control of RNT. 
If your employment is terminated for a reason other than cause, vesting
will accelerate on 12.5% of your unvested options.”


(3)                                  The
following are the surviving material terms of the Original Letter for Mike
Saracini:


“In addition, subject to approval by the RNT Board of Directors, you
will receive options to purchase 50,000 shares of RNT common stock, which will
vest over four years and be governed by the terms of the stock option
agreement.  Your option agreement will
include an accelerated vesting provision in the event of a change of control of
RNT and change or loss of your position within the 12 months following the change
of control.  If your employment is terminated
for a reason other than cause or you choose to resign due to significant change
in responsibilities or reporting structure, vesting will accelerate on 25% of
your unvested options.”