exv10w3b



 







Exhibit 10.3B




OMNITURE, INC.



2006 EQUITY INCENTIVE PLAN



STOCK OPTION AWARD AGREEMENT




     Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan (the
“Plan”) will have the same defined meanings in this Award Agreement.



I. NOTICE OF STOCK OPTION GRANT




     Name:



     Address:



     You have been granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Award Agreement, as follows:



	 	 	 	 	 	 	 
	 
	 	Grant Number	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Date of Grant	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Vesting Commencement Date	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Exercise Price per Share	 	$	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Total Number of Shares Granted	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Total Exercise Price	 	$	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Type of Option:	 	     Incentive Stock Option	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	     Nonstatutory Stock Option	 	 
	 
	 	 	 	 	 	 
	 
	 	Term/Expiration Date:	 	 	 	 
	 
	 	 	 	 	 	 





     Vesting Schedule:



     Subject to accelerated vesting as set forth below or in the Plan, this Option may be
exercised, in whole or in part, in accordance with the following schedule:



     [INSERT VESTING SCHEDULE]



     Termination Period:



     This Option shall be exercisable for three (3) months after Participant ceases to be a Service
Provider, unless such termination is due to Participant’s death or Disability, in which case this
Option shall be exercisable for one (1) year after Participant ceases to be Service Provider.
Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration



 









 







Date as provided above and may be subject to earlier termination as provided in Section 14(c)
of the Plan.



II. AGREEMENT




     A. Grant of Option. 



          The Administrator hereby grants to individual named in the Notice of Grant attached as Part I
of this Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares, as
set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant
(the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms
and conditions of the Plan will prevail.




          If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this
Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule
of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).




     B. Exercise of Option.



          (a) Right to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and
this Award Agreement.




          (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit A (the “Exercise Notice”) or in such other form and manner
as determined by the Administrator, which will state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the
Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to
all Exercised Shares together with any applicable withholding taxes. This Option will be deemed to
be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price.




               No Shares will be issued pursuant to the exercise of this Option unless such issuance and
exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the
Exercised Shares will be considered transferred to Participant on the date the Option is exercised
with respect to such Exercised Shares.



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     C. Method of Payment.



          Payment of the aggregate Exercise Price will be by any of the following, or a combination
thereof, at the election of Participant:




          1. cash;




          2. check;




          3. consideration received by the Company under a formal cashless exercise program adopted by
the Company in connection with the Plan; or




          4. surrender of other Shares which, (i) in the case of Shares acquired from the Company,
either directly or indirectly, have been owned by the Participant and not subject to a substantial
risk of forfeiture for more than six (6) months on the date of surrender, and (ii) have a Fair
Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares.




     D. Non-Transferability of Option.



          This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Participant only by
Participant.




     E. Term of Option.



          This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Award Agreement.




     F. Tax Obligations. 



          1. Withholding Taxes. Participant agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of
all Federal, state, and local income and employment tax withholding requirements applicable to the
Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of
exercise.




          2. Notice of Disqualifying Disposition of ISO Shares. If the Option granted to
Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (1) the date two years after the Grant Date,
or (2) the date one year after the date of exercise, Participant will immediately notify the
Company in writing of such disposition. Participant agrees that Participant may be subject to
income tax withholding by the Company on the compensation income recognized by Participant.




          3. Code Section 409A. Under Code Section 409A, an option that vests after December
31, 2004 that was granted with a per share exercise price that is determined by the Internal
Revenue Service (the “IRS”) to be less than the fair market value of a Share of Common




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Stock on the date of grant (a “discount option”) may be considered “deferred compensation.”
An option that is a “discount option” may result in (i) income recognition by the Optionee prior to
the exercise of the option, (ii) an additional twenty percent (20%) tax, and (iii) potential
penalty and interest charges. Optionee acknowledges that the Company cannot and has not guaranteed
that the IRS will agree that the per share exercise price of this Option equals or exceeds the fair
market value of a Share of Common Stock on the date of grant in a later examination. Optionee
agrees that if the IRS determines that the Option was granted with a per share exercise price that
was less than the fair market value of a Share of Common Stock on the date of grant, Optionee will
be solely responsible for Optionee’s costs related to such a determination.




     G. Entire Agreement; Governing Law.



          The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Participant with respect to
the subject matter hereof, and may not be modified adversely to Participant’s interest except by
means of a writing signed by the Company and Participant. This Award Agreement is governed by the
internal substantive laws, but not the choice of law rules, of Utah.




     H. NO GUARANTEE OF CONTINUED SERVICE.



          PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR AT
THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR
PURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE
DIRECTOR FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITH
PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE,
CONSULTANT OR NON-EMPLOYEE DIRECTOR AT ANY TIME, WITH OR WITHOUT CAUSE.




[Remainder of Page Intentionally Left Blank]




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          By Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Option is granted under and governed by the terms and
conditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Award Agreement and fully understands all provisions of the Plan and Award
Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and Award Agreement.
Participant further agrees to notify the Company upon any change in the residence address indicated
below.




	 	 	 
	PARTICIPANT:

	 	OMNITURE, INC.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Title
	 
	 	 
	 

Residence Address

	 	 

	 
	 	 
	 


	 	 






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EXHIBIT A



OMNITURE, INC.



2006 EQUITY INCENTIVE PLAN



EXERCISE NOTICE




Omniture, Inc.

550 East Timpanogos Circle

Orem, Utah 84097



Attention: Secretary




     1. Exercise of Option. Effective as of today,                     ,      , the
undersigned (“Purchaser”) hereby elects to purchase                     shares (the “Shares”) of the
Common Stock of Omniture, Inc. (the “Company”) under and pursuant to the 2006 Equity Incentive Plan
(the “Plan”) and the Award Agreement dated                      (the “Award Agreement”). The purchase price
for the Shares will be $                    , as required by the Award Agreement.



     2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase
price for the Shares and any required withholding taxes to be paid in connection with the exercise
of the Option.



     3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received,
read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their
terms and conditions.



     4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares,
no right to vote or receive dividends or any other rights as a stockholder will exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired will be
issued to Participant as soon as practicable after exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the date of issuance,
except as provided in Section 14 of the Plan.



     5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.



     6. Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated
herein by reference. This Agreement, the Plan and the Award Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all



 









 







prior undertakings and agreements of the Company and Purchaser with respect to the subject
matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a
writing signed by the Company and Purchaser. This agreement is governed by the internal
substantive laws, but not the choice of law rules, of Utah.



	 	 	 
	Submitted by:

	 	Accepted by:
	 
	 	 
	PURCHASER:

	 	OMNITURE, INC.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Its
	 
	 	 
	Address:

	 	Address:
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 

	 	 
	 

	 	Date Received







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