exv4w1




Exhibit 4.1




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




     This Amendment No. 1 (this “Amendment”), dated as of November 2, 2010, is by and between Art
Technology Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company,
N.A. (f/k/a EquiServe Trust Company, N.A.) (the “Rights Agent”).



     WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement, dated as of
September 26, 2001 (the “Rights Agreement”);



     WHEREAS, capitalized terms used but not otherwise defined in this Amendment shall have the
meaning given them in the Rights Agreement;



     WHEREAS, at a meeting of the board of directors of the Company (the “Board”) held on November
1, 2010 (the “Meeting”), the Board adopted a certain Agreement and Plan of Merger (the “Merger
Agreement”) by and among the Company, Oracle Corporation, a Delaware corporation (“Oracle”), and
Amsterdam Acquisition Sub Corporation, a Delaware corporation wholly owned by Oracle (“Oracle
Merger Sub”) (Oracle and Oracle Merger Sub are collectively referred to herein as the “Other
Parties”) pursuant to which Oracle Merger Sub will be merged with and into the Company (the
“Merger”);



     WHEREAS, upon the effectiveness of the Merger, the Other Parties collectively will acquire
more than 15% of the outstanding shares of the Company’s common stock, par value $0.01 (the
“Company’s Common Stock”);



     WHEREAS, the acquisition of more than 15% of the outstanding shares of the Company’s Common
Stock would result in the acquiring entity or entities being deemed to be an “Acquiring Person”
under the Rights Agreement, which would trigger certain events pursuant to the terms of the Rights
Agreement;



     WHEREAS, at the Meeting, the Board determined that it is in the best interest of the Company
to amend the Rights Agreement prior to the Company entering into the Merger Agreement so that (i)
the Other Parties will not thereby become Acquiring Persons under the Rights Agreement, (ii)
neither a Distribution Date, a Stock Acquisition Date nor a Triggering Event will thereby occur,
and (iii) the Expiration Date of the Agreement will occur immediately prior to the Effective Time,
as defined in the Merger Agreement;



     WHEREAS, pursuant to Section 27 of the Rights Agreement, this Amendment is being executed by
the Company and the Rights Agent for the purpose of amending the Rights Agreement as set forth
below.



     NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



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     1. Section 1(a) of the Rights Agreement (definition of “Acquiring Person”) is hereby amended
by addition thereto of the following final sentence:




Notwithstanding anything in this Agreement to the contrary, the term “Acquiring
Person” shall not include either Oracle Corporation, a Delaware corporation
(“Oracle”), or Amsterdam Acquisition Sub Corporation, a Delaware corporation wholly
owned by Oracle (“Oracle Merger Sub”), or any other affiliate of Oracle (Oracle,
Oracle Merger Sub, and any other affiliate of Oracle are collectively referred to
herein as the “Other Parties”), to the extent that any such Other Party shall
become, or might be deemed to have become, the Beneficial Owner of any shares of
Common Stock solely by reason of the execution, delivery or performance of the
Agreement and Plan of Merger authorized and approved by the Board of Directors of
the Company at the meeting of the Board of Directors held on November 1, 2010, as it
may be amended from time to time (the “Merger Agreement”), the consummation of the
Merger (as defined in the Merger Agreement) or the other transactions contemplated
by the Merger Agreement or in compliance with the terms of the Merger Agreement, including the execution, delivery or performance of proxies or agreements to vote            shares of Common Stock granted by the Company or any stockholder of the Company to
the Other Parties in connection with the Merger Agreement.



     2. Section 1(s) of the Rights Agreement (definition of “Final Expiration Date”) is hereby
deleted and replace in its entirety with the following:




(s) “Final Expiration Date” shall mean the earlier of (i) the close of business on
September 26, 2011, and (ii) immediately prior to the Effective Time (used herein as
defined in the Merger Agreement). The Company shall notify the Rights Agent
promptly following the occurrence of the Effective Time.



     3. Section 1(ii) of the Rights Agreement (definition of “Stock Acquisition Date”) is hereby
amended to add the following sentence at the end thereof:




Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date
shall not occur solely by reason of the execution, delivery or performance of the
Merger Agreement, the consummation of the Merger or the other transactions
contemplated by the Merger Agreement or in compliance with the terms of the Merger
Agreement, including the execution, delivery or performance of proxies or agreements
to vote shares of Common Stock granted by the Company or any stockholder of the
Company to the Other Parties in connection with the Merger Agreement.



     4. Section 1(ll) of the Rights Agreement (definition of “Triggering Event”) is hereby amended
to add the following sentence at the end thereof:




Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall
not occur solely by reason of the execution, delivery or performance of the



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Merger Agreement, the consummation of the Merger or the other transactions
contemplated by the Merger Agreement or in compliance with the terms of the Merger
Agreement, including the execution, delivery or performance of proxies or agreements
to vote shares of Common Stock granted by the Company or any stockholder of the
Company to the Other Parties in connection with the Merger Agreement.



     5. Section 3(a) of the Rights Agreement is hereby amended to add the following sentence at the
end thereof:




Notwithstanding anything in this Agreement to the contrary, a Distribution Date
shall not occur solely by reason of the execution, delivery or performance of the
Merger Agreement, the consummation of the Merger or the other transactions
contemplated by the Merger Agreement or in compliance with the terms of the Merger
Agreement, including the execution, delivery or performance of proxies or agreements
to vote shares of Common Stock granted by the Company or any stockholder of the
Company to the Other Parties in connection with the Merger Agreement.



     6. Section 7(a) of the Rights Agreement is hereby amended to add the following sentence at the
end thereof:




Notwithstanding anything in this Agreement to the contrary, no Right shall become
exercisable in accordance with this Agreement solely by reason of the execution,
delivery or performance of the Merger Agreement, the consummation of the Merger or
the other transactions contemplated by the Merger Agreement or in compliance with
the terms of the Merger Agreement, including the execution, delivery or performance
of proxies or agreements to vote shares of Common Stock granted by the Company or
any stockholder of the Company to the Other Parties in connection with the Merger
Agreement.



     7. Section 11(a)(ii) of the Rights Agreement is hereby amended to add the following sentence
at the end thereof:




Notwithstanding anything in this Agreement to the contrary, no event requiring an
adjustment under this Section 11(a)(ii) shall be deemed to occur solely by reason of
the execution, delivery or performance of the Merger Agreement, the consummation of
the Merger or the other transactions contemplated by the Merger Agreement or in
compliance with the terms of the Merger Agreement, including the execution, delivery
or performance of proxies or agreements to vote shares of Common Stock granted by
the Company or any stockholder of the Company to the Other Parties in connection
with the Merger Agreement.



     8. Section 13(d) of the Rights Agreement is hereby amended and restated in its entirety as
follows:



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(d) Notwithstanding anything in this Agreement to the contrary, Section 13 shall not
be applicable to (x) the consummation of the Merger or the other transactions
contemplated by the Merger Agreement or in compliance with the terms of the Merger
Agreement or (y) any other transaction described in subparagraphs (x) and (y) of
Section 13(a) if (i) such transaction is consummated with a Person or Persons (or a
wholly owned subsidiary of any such Person or Persons) who acquired shares of Common
Stock pursuant to a Permitted Offer, (ii) the price per share of Common Stock paid
in such transaction is not less than the price per share of Common Stock paid to all
holders of shares of Common Stock whose shares were purchased pursuant to such
Permitted Offer, and (iii) the form of consideration paid in such transaction is the
same as the form of consideration paid pursuant to such Permitted Offer. Upon
consummation of any such transaction contemplated by this Section 13(d), all Rights
hereunder shall expire.



     9. Section 15 of the Rights Agreement is hereby amended to add the following sentence at the
end thereof:




Nothing in this Agreement shall be construed to give any holder of Rights or any
other Person any legal or equitable rights, remedy, or claim under this Agreement in
connection with any transactions contemplated by the Merger Agreement or in
compliance with the terms of the Merger Agreement, including the execution, delivery
or performance of proxies or agreements to vote shares of Common Stock granted by
the Company or any stockholder of the Company to the Other Parties in connection
with the Merger Agreement.



   10. New Section 35 is added to the end of the Rights Agreement to read in its entirety as
follows:




Section 35. MERGER AGREEMENT. Notwithstanding anything to this Agreement to the
contrary, (i) the execution and delivery of the Merger Agreement or the execution of
any amendment thereto, (ii) the execution and delivery of proxies or agreements to
vote shares of Common Stock granted by the Company or any stockholder of the Company
to the Other Parties in connection with the Merger Agreement, (iii) the acquisition
of Beneficial Ownership of shares of Common Stock by the Other Parties solely by
reason of the execution, delivery or performance of the Merger Agreement, the
consummation of the Merger or the other transactions contemplated by the Merger
Agreement or in compliance with the terms of the Merger Agreement, including the
execution, delivery or performance of proxies or agreements to vote shares of Common
Stock granted by the Company or any stockholder of the Company to the Other Parties
in connection with the Merger Agreement, or (iv) the consummation of any other
transaction contemplated by the Merger Agreement or in compliance with the terms of
the Merger Agreement, including the performance of proxies or agreements to vote
shares of Common Stock granted by the Company or any stockholder of the Company to
the Other Parties in connection with the Merger Agreement shall not result in a
Triggering Event or in any way permit any Rights



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to be exercised pursuant to Section 11(a)(ii), Section 13, or otherwise for any
capital stock, whether shares of Common Stock, Preferred Stock, or other preferred
stock of the Company, nor will such execution, acquisition, or consummation result
in the occurrence of a Stock Acquisition Date, a Distribution Date, or any other
separation of the Rights from the underlying shares of Common Stock or require or
permit the Rights to be evidenced by, or to be transferable pursuant to,
certificates separate from certificates for the Common Stock of the Company, nor
entitle or permit the holders of the Rights to exercise the Rights or otherwise give
effect to the rights of the holders of the Rights, including giving the holders of
the Rights the right to acquire any capital stock, cash, or other property of any
party to the Merger Agreement or any Other Party. Notwithstanding any other
provision of this Agreement, this Agreement shall be inapplicable to the events
described in clauses (i) through (iv) above, and all Rights issued and outstanding
under the Rights Agreement shall expire immediately prior to the Effective Time.



   11. Except as specifically amended by this Amendment, the Rights Agreement shall remain in
full force and effect.



   12. This Amendment may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. A signature to this Amendment transmitted
electronically shall have the same authority, effect, and enforceability as an original signature.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as
of the date first above written.



	 	 	 	 	 
	 	ART TECHNOLOGY GROUP, INC.

 	 
	 	By:  	/s/ Robert D. Burke
 	 
	 	 	Name:  	Robert D. Burke 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ Dennis V. Moccia
 	 
	 	 	Name:  	Dennis V. Moccia 	 
	 	 	Title:  	Manager, Contract Administration 	 
	 




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