exv10w4b



 







Exhibit 10.4B




EXHIBIT A




OMNITURE, INC.




EMPLOYEE STOCK PURCHASE PLAN




SUBSCRIPTION AGREEMENT




	 	 	 	 	 	 	 
	                    

	 	Original Application
	 	Offering Date:
	 	                                        
	                    

	 	Change in Payroll Deduction Rate	 	 	 	 
	                    

	 	Change of Beneficiary(ies)	 	 	 	 







	1.	 	                     hereby elects to participate in the Omniture, Inc. Employee Stock
Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase shares of the
Company’s Common Stock in accordance with this Subscription Agreement and the Employee Stock
Purchase Plan.
	 
	2.	 	I hereby authorize payroll deductions from each paycheck in the amount of ___% of my
Compensation on each pay day (from 0 to 10%) during the Offering Period in accordance with the
Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.)
	 
	3.	 	I understand that said payroll deductions shall be accumulated for the purchase of shares of
Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock
Purchase Plan. I understand that if I do not withdraw from an Offering Period, any
accumulated payroll deductions will be used to automatically exercise my option.
	 
	4.	 	I have received a copy of the complete Employee Stock Purchase Plan. I understand that my
participation in the Employee Stock Purchase Plan is in all respects subject to the terms of
the Plan.
	 
	5.	 	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the
name(s) of (Eligible Employee or Eligible Employee and Spouse only).
	 
	6.	 	I understand that if I dispose of any shares received by me pursuant to the Plan within 2
years after the Offering Date (the first day of the Offering Period during which I purchased
such shares) or one year after the Exercise Date, I will be treated for federal income tax
purposes as having received ordinary income at the time of such disposition in an amount equal
to the excess of the fair market value of the shares at the time such shares were purchased by
me over the price which I paid for the shares. I hereby agree to notify the Company in
writing within 30 days after the date of any disposition of my shares and I will make adequate
provision for Federal, state or other tax withholding obligations, if any, which arise upon
the disposition of the Common Stock. The Company may, but will not be obligated to,
withhold




 









 






	 	 	from my compensation the amount necessary to meet any applicable withholding obligation
including any withholding necessary to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Common Stock by me. If I dispose of
such shares at any time after the expiration of the 2-year and 1-year holding periods, I
understand that I will be treated for federal income tax purposes as having received income
only at the time of such disposition, and that such income will be taxed as ordinary income
only to the extent of an amount equal to the lesser of (1) the excess of the fair market
value of the shares at the time of such disposition over the purchase price which I paid for
the shares, or (2) 5% of the fair market value of the shares on the first day of the
Offering Period. The remainder of the gain, if any, recognized on such disposition will be
taxed as capital gain.






	7.	 	I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to participate
in the Employee Stock Purchase Plan.
	 
	8.	 	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive
all payments and shares due me under the Employee Stock Purchase Plan:





	 	 	 	 	 	 	 
	NAME: (Please print)
	 	 	 	 	 	 
	 	 	 
	 

	 	          (First)
	 	(Middle)
	 	(Last)






	 	 	 	 	 	 	 
	 

Relationship

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Percentage Benefit

	 	 	 	(Address)	 	 






	 	 	 	 	 	 	 
	NAME: (Please print)
	 	 	 	 	 	 
	 	 	 
	 

	 	          (First)
	 	(Middle)
	 	(Last)






	 	 	 	 	 	 	 
	 

Relationship

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Percentage Benefit

	 	 	 	(Address)	 	 






-2-









 





	 	 	 	 	 	 	 
	 

	 	Employee’s Social	 	 	 	 
	 

	 	Security Number:
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Employee’s Address:
	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





      


I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING
PERIODS UNLESS TERMINATED BY ME.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Signature of Employee
	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Spouse’s Signature (If beneficiary other than spouse)	 	 






-3-









 





EXHIBIT B




OMNITURE, INC.




EMPLOYEE STOCK PURCHASE PLAN




NOTICE OF WITHDRAWAL




     The undersigned participant in the Offering Period of the Omniture, Inc. Employee Stock
Purchase Plan that began on ___, ___(the “Offering Date”) hereby notifies the Company
that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to
pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her
account with respect to such Offering Period. The undersigned understands and agrees that his or
her option for such Offering Period will be automatically terminated. The undersigned understands
further that no further payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods
only by delivering to the Company a new Subscription Agreement.



	 	 	 	 	 	 	 
	 	 	Name and Address of Participant:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Signature:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date: