exv10w10




Exhibit 10.10




January 27, 2009




Nina P. McIntyre

48 Everett Avenue

Winchester, MA 01890




Dear Nina,



Art Technology Group is pleased to offer you the position of Senior Vice President, Marketing
and CMO reporting to Bob Burke, CEO. We are very excited to add your talent and experience to
ATG’s team.




The terms of the offer are as follows:





	 	•	 	A bi-weekly salary of $8,846.15 which equals $230,000 on an annualized basis.
	 
	 	•	 	The variable target portion of your total compensation package is set at $100,000
for 2009. Shortly after you join us at ATG, you will be given a set of goals, which
will serve as the criteria for this incentive program.

	 
	 	•	 	In concert with this employment offer, you will be granted 230,000 options to
acquire ATG common stock at the fair market value at close of market, on your start
date. These options vest quarterly over 4 years, with cliff vesting for the
1st year. “Cliff Vesting” means that after 1 year from your start date,
your options will vest 25%. Thereafter, your options will vest quarterly for the
remaining 3 years.

	 
	 	•	 	You may elect to transition up to 100,000 of your options grant into ATG RSUs, at
a 2:1 ratio. ATG RSUs (Restricted Share Units) are full value shares of ATG stock
which vest 25% annually over 4 years, commencing on your start date with ATG. I have
enclosed a document which describes RSU from a structure and tax point of view.





As a Senior Vice President and Officer of the company, you will receive a Change of Control
benefit equivalent to all members of Executive Committee. This benefit will be triggered in the
event of a change of control of more than 50% of ATG’s outstanding common shares. Specifically,
the benefit provides an acceleration of 50% of your unvested options and, if you were to lose
your position either through reduction in force, a significant relocation of your site or a
substantial reduction of the scope and responsibility within a year of the date of change, all
remaining unvested options or RSUs would vest and you would receive a severance benefit of 12
months of total target compensation. You would also receive 1 year of health benefit coverage
and Outplacement services.



ATG provides a competitive benefits package including: Blue Cross Blue Shield health, Delta
dental insurance, life insurance, short and long term disability, Flexible Spending Accounts
and three weeks paid vacation per calendar year. ATG offers a competitive 401k plan with
matching contributions, administered through Merrill Lynch. Enrollment details on this program
will be available during your orientation session on your first day with ATG.



As a condition of your commencing employment, ATG requires that you sign an Invention,
Non-Disclosure and Non-Solicitation Agreement. All employment at ATG is on an “at will” basis,
meaning that you or ATG can terminate the employment relationship at any time.



We look forward to you joining us, Nina, in this important role and continuing to grow ATG’s
strength in the eCommerce marketplace.



As acceptance of this offer, please sign and fax this letter back to me at 617-386-5190.




	 	 	 	 	 
	Sincerely,

	 	Agreed and Accepted:	 	 
	 
	 
	 
	 	 /s/ Nina McIntyre	 	 
	Patricia O’Neill

	 	 

Nina McIntyre
	 	 
	Senior Vice President, Human Resources
	 	 	 	 
	Art Technology Group Inc.

	 	 

Start Date