Exhibit
10.19


Form of Amended
Employment Offer Letter for Executive Officers


	
  [Employee]

  	
   

  	
  [Date]

  
	
  RightNow Technologies, Inc.

  	
   

  	
   

  
	
  40 Enterprise Blvd.

  	
   

  	
   

  
	
  Bozeman, MT 59718

  	
   

  	
   

  



 


Dear
[Employee]:


In consideration for your agreement to continue to be employed as
[Title] and for other good and valuable consideration that is hereby
acknowledged, this letter amends certain terms of your offer letter of
employment dated [ date ] (the “Original Letter”) with RightNow Technologies
(the “Company”) as follows:


1.               This letter provides you with certain
entitlements in the event that your employment with the Company ends within
twelve months following the date of a Change in Control of the Company.  Any capitalized terms in this letter shall
have the same meaning as in the attachment to this letter.


2.               You will receive the benefits referred to in
paragraph 3 of this letter if (a) your employment with the Company (or any
successor company or affiliated entity with which you are then employed) is
terminated by the Company or such other employer without Cause within twelve
months following the date of a Change in Control of the Company; or (b) your
employment with the Company (or any successor company or affiliated entity with
which you are then employed) is terminated by you for Good Reason within twelve
months following the date of a Change in Control of the Company.


3.               The benefits that you will receive upon the
occurrence of the events described in paragraph 2 of this letter are (i)
acceleration of 100% of your then unvested stock options in connection with
stock option awards made after the date of this letter, and subject to the
terms and conditions of each such stock option agreement that is executed by
you and the Company; and (ii) [number ] months salary continuation at your then
current on target earnings (OTE) as determined by the Company’s Compensation
Committee from time to time.


To the extent of any inconsistency between the terms of this letter and
your Original Letter, this letter shall control with respect to the subject
matter hereof.


Please indicate your acceptance by signing and dating this letter
below.


RIGHTNOW TECHNOLOGIES, INC.


	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  [Employee]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
									



 











 


ATTACHMENT


DEFINITIONS


“Change
in Control” shall mean a change in ownership or control of the Company effected
through any of the following transactions:


1.               merger, consolidation or other reorganization
unless securities representing more than 50% of the total combined voting power
of the voting securities of the successor corporation are immediately
thereafter beneficially owned, directly or indirectly and in substantially the
same proportion, by the persons who beneficially owned the Company’s
outstanding voting securities immediately prior to such transaction;


2.               the sale, transfer or other disposition of
all or substantially all of the Company’s assets;


3.               the acquisition, directly or indirectly by
any person or related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Company), of beneficial ownership (within the meaning of Rule 13d-3
of the Exchange Act) of securities possessing more than 50% of the total
combined voting power of the Company’s outstanding securities pursuant to a
tender or exchange offer made directly to the Company’s stockholders; or


4.               a change in the composition of the Board of
Directors over a period of 36 consecutive months or less such that a majority
of the directors ceases, by reason of one or more contested elections for
directorship, to be comprised of individuals who either (i) have been directors
continuously since the beginning of such period or (ii) have been elected or
nominated for election as directors during such period by at least a majority
of the directors described in clause (i) who were still in office at the time
the Board of Directors approved such election or nomination.


Following a Change in Control, “Company” shall refer to the successor
corporation in the transaction.


Termination
of employment for “Cause” shall mean termination by the Company of your
employment based upon (i) the willful and continued failure by you
substantially to perform your duties and obligations (other than any such
failure resulting from your incapacity due to physical or mental illness or any
such actual or anticipated failure resulting from your termination for “Good
Reason” as defined below), (ii) your conviction or plea bargain in connection
with the commission or alleged commission of any felony or gross misdemeanor
involving moral turpitude, fraud or misappropriation of funds, or (iii) your
willful engaging in misconduct which causes substantial injury to the Company,
its other employees or its clients, whether monetarily or otherwise.  For purposes of this paragraph, no action or
failure to act on your part shall be considered “willful” unless done, or
omitted to be done, by you in bad faith and without reasonable belief that your
action or omission was in the best interests of the Company.


“Good
Reason” shall mean the occurrence of any of the following events following a
Change in Control, except for the occurrence of such an event in connection
with the termination of your employment by the Company (or any successor
company or affiliated entity then employing you) for Cause, Disability or
death:


1.               the assignment to you of employment duties or
responsibilities which are not substantially comparable in responsibility and
status to the employment











 


                        duties and responsibilities you held
immediately prior to the Change in Control;


2.               a reduction in your base salary as in effect
immediately prior to the Change in Control or as the same may be increased from
time to time during the term of this Agreement; or


3.               requiring you to
work in a location more than 50 miles from your office location immediately
prior to the Change in Control, except for requirements of temporary travel on
the Company’s business to an extent substantially consistent with your business
travel obligations immediately prior to the Change in Control.