exv10w3






Exhibit 10.3




ELOQUA, INC.

2012 EMPLOYEE STOCK PURCHASE PLAN




     The purpose of the Eloqua, Inc. 2012 Employee Stock Purchase Plan (“the Plan”) is to
provide eligible employees of Eloqua, Inc. (the “Company”) and each Designated Subsidiary (as
defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), seven hundred sixty thousand (760,000) shares of
Common Stock in the aggregate have been approved and reserved for this purpose, plus on January 1,
2013 and each January 1 thereafter, the number of shares of Common Stock reserved and available for
issuance under the Plan shall be cumulatively increased by the lesser of (i) one (1) percent of the
number of shares of Common Stock issued and outstanding on the immediately preceding December 31,
(ii) three hundred thousand (300,000) shares of Common Stock or (iii) such number of shares of
Stock approved by the Administrator on or prior to such immediately preceding December 31. The
Plan is intended to constitute an “employee stock purchase plan” within the meaning of
Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be
interpreted in accordance with that intent.



     1. Administration. The Plan will be administered by the person or persons (the
“Administrator”) appointed by the Company’s Board of Directors (the “Board”) for such purpose. The
Administrator has authority at any time to: (i) adopt, alter and repeal such rules, guidelines and
practices for the administration of the Plan and for its own acts and proceedings as it shall deem
advisable; (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it
deems advisable for the administration of the Plan; (iv) decide all disputes arising in connection
with the Plan; and (v) otherwise supervise the administration of the Plan. All interpretations and
decisions of the Administrator shall be binding on all persons, including the Company and the
Participants. No member of the Board or individual exercising



 









 







administrative authority with
respect to the Plan shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted hereunder.



     2. Offerings. The Company will make one or more offerings to eligible employees to
purchase Common Stock under the Plan (“Offerings”). Unless otherwise determined by the
Administrator, the initial Offering will begin on the date of the Company’s Initial Public Offering
and will end December 31, 2012 (the “Initial Offering”). Thereafter, unless otherwise determined
by the Administrator, an Offering will begin on the first business day occurring on or after each
January 1 and July 1 and will end on the last business day occurring on or before the following
June 30 and December 31, respectively. The Administrator may, in its discretion, designate a
different period for any Offering, provided that no Offering shall exceed six months in duration or
overlap any other Offering.



     3. Eligibility. Each individual classified as an employee on the payroll records of
the Company or a Designated Subsidiary and whose customary employment is at least 24 hours a week
is eligible to participate in any one or more of the Offerings under the Plan, provided that as of
the first day of the applicable Offering (the “Offering Date”) he or she has completed at least 90
days of employment immediately prior to the Offering Date. Notwithstanding any other provision
herein, individuals who are not contemporaneously classified as employees of the Company or a
Designated Subsidiary for purposes of the Company’s or applicable Designated Subsidiary’s payroll
system are not considered to be eligible employees of the Company or any Designated Subsidiary and
shall not be eligible to participate in the Plan. In the event any such individuals are
reclassified as employees of the Company or a Designated Subsidiary for any purpose, including,
without limitation, common law or statutory employees, by any action of any third party, including,
without limitation, any government agency, or as a result of any private



2









 







lawsuit, action or
administrative proceeding, such individuals shall, notwithstanding such reclassification, remain
ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals
who are not contemporaneously classified as employees of the Company or a Designated Subsidiary on
the Company’s or Designated Subsidiary’s payroll system to become eligible to participate in this
Plan is through an amendment to this Plan, duly executed by the Company, which specifically renders
such individuals eligible to participate herein.



     4.  Participation.



          (a) Participants on Effective Date. Each eligible employee at the time of the Initial
Public Offering shall be deemed to be a Participant at such time. If an eligible employee is
deemed to be a Participant pursuant to this Section 4(a), such individual shall be deemed not to
have authorized payroll deductions and shall not purchase any Common Stock hereunder unless he or
she thereafter authorizes payroll deductions by submitting an enrollment form (in the manner
described in Section 4(c)) by July 1, 2012, or such other deadline as the Administrator may set
with respect to the Initial Offering. If such a Participant does not authorize payroll deductions
by submitting an enrollment form prior to the deadline for the Initial Offering, that Participant
will be deemed to have waived the right to participate.




          (b) Participants in Subsequent Offerings. An eligible employee who has not
participated in the Initial Offering or subsequent Offering may elect to be a Participant in any
new Offering by submitting an enrollment form to his or her appropriate payroll location at least
15 business days before the relevant Offering Date (or by such other deadline as shall be
established by the Administrator for the Offering).




          (c) Enrollment. The enrollment form will (a) state the amount to be deducted from an
eligible employee’s Compensation (as defined in Section 11) per pay period,


3









 







(b) authorize the
purchase of Common Stock in each Offering in accordance with the terms of the Plan and (c) specify
the exact name or names in which shares of Common Stock purchased for such individual are to be
issued pursuant to Section 10. An employee who does not enroll in accordance with these procedures
will be deemed to have waived the right to participate. Unless a Participant files a new
enrollment form or withdraws from the Plan, such Participant’s deductions and purchases will
continue at the same percentage of Compensation for future Offerings, provided he or she remains
eligible.




          (d) Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be
denied contrary to the requirements of the Code.




     5. Employee Contributions. Each eligible employee may authorize payroll deductions at
a minimum of 10 dollars ($10) per pay period up to a maximum of 10% of such employee’s Compensation
for each pay period. The Company will maintain book accounts showing the amount of payroll
deductions made by each Participant for each Offering. No interest will accrue or be paid on
payroll deductions.



     6. Deduction Changes. Except in the event of a Participant increasing his or her
payroll deduction from 0 percent during the Initial Offering as specified in Section 4(a) or as may
be determined by the Administrator in advance of an Offering, a Participant may not increase or
decrease his or her payroll deduction during any Offering, but may increase or decrease his or her
payroll deduction with respect to the next Offering (subject to the limitations of Section 5) by
filing a new enrollment form at least 15 business days before the next Offering Date (or by such
other deadline as shall be established by the Administrator for the Offering). The Administrator
may, in advance of any Offering, establish rules permitting a Participant to increase, decrease or
terminate his or her payroll deduction during an Offering.



4









 





     7. Withdrawal. A Participant may withdraw from participation in any Offering under
the Plan by delivering a written notice of withdrawal to his or her appropriate payroll location no
later than the 20th day prior to the Exercise Date. The Participant’s withdrawal will
be effective as of the next business day. Following a Participant’s withdrawal, the Company will
promptly refund such individual’s entire account balance under the Plan to him or her. Partial
withdrawals are not permitted. Such an employee may not begin participation again during the
remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4.



     8. Grant of Options. On each Offering Date, the Company will grant to each eligible
employee who is then a Participant in the Plan an option (“Option”) to purchase on the Exercise
Date, at the Option Price hereinafter provided for, (a) a number of shares of Common Stock
determined by dividing such Participant’s accumulated payroll deductions on such Exercise Date by
the Option Price (as defined herein), or (b) twelve hundred (1,200) shares or such other maximum
number of shares as shall have been established by the Administrator in advance of the Offering,
whichever is lowest; provided, however, that such Option shall be subject to the limitations set
forth below. Each Participant’s Option shall be exercisable only to the extent of such
Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each
share purchased under each Option (the “Option Price”) will be eight-five (85) percent of the Fair
Market Value of the Common Stock on the Offering Date or Exercise Date, whichever is less.



     Notwithstanding the foregoing, no Participant may be granted an option hereunder if such
Participant, immediately after the option was granted, would be treated as owning stock possessing
5 percent or more of the total combined voting power or value of all classes of stock of the
Company or any Parent or Subsidiary (as defined in Section 11). For purposes of the



5









 







preceding
sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock
ownership of a Participant, and all stock which the Participant has a contractual right to purchase
shall be treated as stock owned by the Participant. In addition, no Participant may be granted an
Option which permits his or her rights to purchase stock under the Plan, and any other employee
stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which
exceeds $25,000 of the fair market value of such stock (determined on the option grant date or
dates) for each calendar year in which the Option is outstanding at any time. The purpose of the
limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be
applied taking Options into account in the order in which they were granted.



     9. Exercise of Option and Purchase of Shares. Each employee who continues to be a
Participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option on
such date and shall acquire from the Company such number of whole shares of Common Stock reserved
for the purpose of the Plan as his or her accumulated payroll deductions on such date will purchase
at the Option Price, subject to any other limitations contained in the Plan. Any amount remaining
in a Participant’s account at the end of an Offering solely by reason of the inability to purchase
a fractional share will be carried forward to the next Offering; any other balance remaining in a
Participant’s account at the end of an Offering will be refunded to the Participant promptly.



     10. Issuance of Certificates. Certificates (or, in the case of uncertificated Common
Stock, registration in book entry form) representing shares of Common Stock purchased under the
Plan may be issued only in the name of the employee, in the name of the employee and another person
of legal age as joint tenants with rights of survivorship, or in the name of a broker authorized by
the employee to be his, her or their, nominee for such purpose.



6









 





     11. Definitions.



     The term “Compensation” means the amount of base pay, prior to salary reduction pursuant to
Sections 125, 132(f) or 401(k) of the Code. All other forms of compensation shall be excluded.



     The term “Designated Subsidiary” means any present or future Subsidiary (as defined below)
that has been designated by the Board to participate in the Plan. The Board may so designate any
Subsidiary, or revoke any such designation, at any time and from time to time, either before or
after the Plan is approved by the stockholders. The current list of Designated Subsidiaries is
attached hereto as Appendix A.



     The term “Exercise Date” means the last business day of an Offering.



     The term “Fair Market Value of the Common Stock” on any given date means the fair market value
of the Common Stock determined in good faith by the Administrator; provided,
however, that if the Common Stock is admitted to quotation on the National Association of
Securities Dealers Automated Quotation System (“NASDAQ”), NASDAQ Global Market or another national
securities exchange, the determination shall be made by reference to the closing price on such
securities exchange on such date. If there is no closing price for such date, the determination
shall be made by reference to the last date preceding such date for which there is a closing price.
Notwithstanding the foregoing, if the date for which Fair Market Value of the Common Stock is
determined is the first day when trading prices for the Common Stock are reported on the NASDAQ,
NASDAQ Global Market or another national securities exchange, the Fair Market Value of the Common
Stock shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final
prospectus relating to the Company’s Initial Public Offering.



7









 





     The term “Initial Public Offering” means the consummation of the first fully underwritten,
firm commitment public offering pursuant to an effective registration statement under the
Securities Act of 1933, as amended, covering the offer and sale by the Company of its Common Stock.



     The term “Parent” means a “parent corporation” with respect to the Company, as defined in
Section 424(e) of the Code.



     The term “Participant” means an individual who is eligible as determined in Section 3 and who
has complied with the provisions of Section 4.



     The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as defined
in Section 424(f) of the Code.



     12. Rights on Termination of Employment. If a Participant’s employment terminates for
any reason before the Exercise Date for any Offering, no payroll deduction will be taken from any
pay due and owing to the Participant and the balance in the Participant’s account will be paid to
such Participant or, in the case of such Participant’s death, to his or her designated beneficiary
as if such Participant had withdrawn from the Plan under Section 7. An employee will be deemed to
have terminated employment, for this purpose, if the corporation that employs him or her, having
been a Designated Subsidiary, ceases to be a Subsidiary, or if the employee is transferred to any
corporation other than the Company or a Designated Subsidiary. An employee will not be deemed to
have terminated employment for this purpose, if the employee is on an approved leave of absence for
military service or sickness or for any other purpose approved by the Company, if the employee’s
right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant
to which the leave of absence was granted or if the Administrator otherwise provides in writing.



8









 





     13. Special Rules. Notwithstanding anything herein to the contrary, the Administrator
may adopt special rules applicable to the employees of a particular Designated Subsidiary, whenever
the Administrator determines that such rules are necessary or appropriate for the implementation of
the Plan in a foreign jurisdiction where such Designated Subsidiary has employees; provided that
such rules are consistent with the requirements of Section 423(b) of the Code. Such special rules
may include (by way of example, but not by way of limitation) the establishment of a method for
employees of a given Designated Subsidiary to fund the purchase of shares other than by payroll
deduction, if the payroll deduction method is prohibited by local law or is otherwise
impracticable. Any special rules established pursuant to this Section 13 shall, to the extent
possible, result in the employees subject to such rules having substantially the same rights as
other Participants in the Plan. Any grant of Options to employees of a Designated Subsidiary under
this Section 13 shall be viewed as a separate offering under Section 423 of the Code.



     14. Optionees Not Stockholders. Neither the granting of an Option to a Participant
nor the deductions from his or her pay shall constitute such Participant a holder of the shares of
Common Stock covered by an Option under the Plan until such shares have been purchased by and
issued to him or her.



     15. Rights Not Transferable. Rights under the Plan are not transferable by a
Participant other than by will or the laws of descent and distribution, and are exercisable during
the Participant’s lifetime only by the Participant.



     16. Application of Funds. All funds received or held by the Company under the Plan
may be combined with other corporate funds and may be used for any corporate purpose.



9









 





     17. Adjustment in Case of Changes Affecting Common Stock. In the event of a
subdivision of outstanding shares of Common Stock, the payment of a dividend in Common Stock or any
other change affecting the Common Stock, the number of shares approved for the Plan (including the
maximum annual increase) and the share limitation set forth in Section 8 shall be equitably or
proportionately adjusted to give proper effect to such event.



     18. Amendment of the Plan. The Board may at any time and from time to time amend the
Plan in any respect, except that without the approval within 12 months of such Board action by the
stockholders, no amendment shall be made increasing the number of shares approved for the Plan or
making any other change that would require stockholder approval in order for the Plan, as amended,
to qualify as an “employee stock purchase plan” under Section 423(b) of the Code.



     19. Insufficient Shares. If the total number of shares of Common Stock that would
otherwise be purchased on any Exercise Date plus the number of shares purchased under previous
Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares
then available shall be apportioned among Participants in proportion to the amount of payroll
deductions accumulated on behalf of each Participant that would otherwise be used to purchase
Common Stock on such Exercise Date.



     20. Termination of the Plan. The Plan may be terminated at any time by the Board.
Upon termination of the Plan, all amounts in the accounts of Participants shall be promptly
refunded.



     21. Governmental Regulations. The Company’s obligation to sell and deliver Common
Stock under the Plan is subject to obtaining all governmental approvals required in connection with
the authorization, issuance, or sale of such stock.



10









 





     22. Governing Law. This Plan and all Options and actions taken thereunder shall be
governed by, and construed in accordance with, the laws of the State of Delaware, applied without
regard to conflict of law principles.



     23. Issuance of Shares. Shares may be issued upon exercise of an Option from
authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any
other proper source.



     24. Tax Withholding. Participation in the Plan is subject to any minimum required tax
withholding on income of the Participant in connection with the Plan. Each Participant agrees, by
entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such
taxes from any payment of any kind otherwise due to the Participant, including shares issuable
under the Plan.



     25. Notification Upon Sale of Shares. Each Participant agrees, by entering the Plan,
to give the Company prompt notice of any disposition of shares purchased under the Plan where such
disposition occurs within two years after the date of grant of the Option pursuant to which such
shares were purchased.



     26. Effective Date and Approval of Shareholders. Subject to approval by the holders
of a majority of the votes cast at a meeting of stockholders at which a quorum is present or by
written consent of the stockholders, the Plan shall take effect on the date of the Company’s
Initial Public Offering, provided such Initial Public Offering occurs not later than December 31,
2012.



APPROVED BY THE BOARD OF DIRECTORS: May 1, 2012




APPROVED BY THE STOCKHOLDERS: May 3, 2012




11









 





APPENDIX A



Designated Subsidiaries



           Eloqua Corporation





12












 







FIRST AMENDMENT


TO THE


ELOQUA, INC.


2012 EMPLOYEE STOCK PURCHASE PLAN




     Eloqua, Inc. (the “Company”) hereby
amends the Eloqua, Inc. 2012 Employee Stock Purchase Plan (the “Plan”) as set forth below.  Capitalized terms not defined
herein shall have the meaning specified in the Plan.



     WHEREAS, the Board of Directors of the
Company (the “Board”) has determined that it is in the best interest of the Company to amend the Plan as set
forth herein;



     NOW THEREFORE, the Plan is amended as follows:


     a)     Section 7 of the Plan is hereby amended by
replacing “20th” in the first sentence thereof with “45th”.  As amended and restated, such sentence shall read as follows:



“A Participant may withdraw from participation in any Offering under the Plan by delivering a written notice of withdrawal to his or her appropriate payroll location no later than the 45th day prior to the Exercise Date.”



     b)     All other provisions of the Plan shall remain in full force and effect according to their respective terms.




DATE ADOPTED BY BOARD OF DIRECTORS:      JUNE 5, 2012