Exhibit 10.31


 


FORM OF OFFER LETTER FOR EXECUTIVE OFFICERS


 


[RIGHTNOW TECHNOLOGIES, INC. LETTERHEAD]


 


[DATE]


 


 


[NAME]


c/o RightNow
Technologies, Inc.


136
Enterprise Blvd.


Bozeman,
MT  59718


 


Dear
[NAME],


 


I
am pleased to offer you a full-time position with RightNow Technologies (“RightNow”)
as [POSITION] located in Bozeman, Montana. 
If you accept this offer, you will report to Greg Gianforte, Chief
Executive Officer.  Your start date will
be effective upon your acceptance of this offer.


 


Your
on Target Earnings (OTE) will be [OTE], comprising a base of [BASE SALARY] per
year with an on-target bonus potential of [BONUS POTENTIAL] per annum.  In addition, [OPTION SHARES] of RightNow
common stock, which will vest over four years and be governed
by the terms of the applicable stock option agreement.


 


[REPORTING]


 


[INDEMNIFICATION]


 


Any
capitalized terms in this letter shall have the same meaning as in the
attachment to this letter.


 


Termination
of Employment:  You will
receive the following benefits if 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:


 


	
   

  	
  (i)

  	
  acceleration
  of [TERMINATION ACCELERATION]of your then unvested stock options in
  connection with the attendant stock option award, and 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)

  	
  [TERMINATION
  SEVERANCE] salary continuation at your then current on target earnings (OTE)
  as determined by the Company’s Compensation Committee from time to time.

  



 

















 


Termination
of Employment following a Change of Control:  In lieu of the benefits referred to above,
you will receive the following benefits 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:


 


	
   

  	
  (i)

  	
  acceleration
  of [CHANGE OF CONTROL ACCELERATION] of your then unvested stock options in
  connection with the attendant stock option award, and 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)

  	
  [CHANGE
  OF CONTROL SEVERANCE] salary continuation at your then current on target
  earnings (OTE) as determined by the Company’s Compensation Committee from
  time to time.

  



 


The
above-listed termination benefits will apply to your approved option grant and
all option grants in the future.


 


Actions:  If this offer meets with your approval,
please take the following actions:


 


1.               Sign this letter to indicate
your acceptance and return a copy to Vicki Pollington.


 


2.               Return a copy of the signed
Indemnification Agreement to Vicki Pollington.


 


3.               Retain one copy of each
document for your records.


 


We
look forward to working with you in your new position.


 


 


RIGHTNOW
TECHNOLOGIES, INC.


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Greg
  Gianforte

  	
  [NAME]

  
	
   

  	
   

  	
  Date:
  [ACCEPTANCE 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.


 

















 


SCHEDULE OF
MATERIAL DIFFERENCES

TO EXHIBIT 10.31


 


	
  Name

  	
   

  	
  Date

  	
   

  	
  Position

  	
   

  	
  OTE

  	
   

  	
  Base

  Salary

  	
   

  	
  Bonus

  Potential

  	
   

  	
  Reporting

  	
   

  	
  Indemnification

  	
   

  
	
  Jeffrey C. Davison

  	
   

  	
  January 28, 2008

  	
   

  	
  Vice

  President

  and Chief

  Financial

  Officer

  	
   

  	
  $

  	
  300,000

  	
   

  	
  $

  	
  200,000

  	
   

  	
  $

  	
  100,000

  	
   

  	
  Your position will meet
  the requirements of SEC Rule 16a-1, and accordingly you will be
  designated as an officer of RightNow Technologies, Inc. (the “Company”)
  for the purpose of Section 16 of the Securities and Exchange Act of 1934
  (“Executive Officer”). As an Executive Officer, there will be additional SEC
  reporting requirements that pertain to your employment and remuneration. You
  are herewith provided with a copy of the Company’s Section 16 Manual,
  which you should carefully review.

  	
   

  	
  In addition, the Company
  has adopted a policy of indemnifying its Executive Officers and directors for
  certain types of liabilities. In this regard, I enclose a copy of our
  standard indemnification agreement for your review and signature.

  	
   

  
	
  Susan J. Carstensen

  	
   

  	
  January 28, 2008

  	
   

  	
  Vice

  President

  and Chief Operating Officer

  	
   

  	
  $

  	
  400,000

  	
   

  	
  $

  	
  240,000

  	
   

  	
  $

  	
  160,000

  	
   

  	
  N/A. However,
  Ms. Carstensen’s previous designation as a Section 16 officer
  continues.

  	
   

  	
  N/A. However,
  Ms. Carstensen previously signed RightNow’s standard indemnification
  agreement.

  	
   

  



 

















 


	
  Name

  	
   

  	
  Option Shares

  	
   

  	
  Termination Acceleration

  	
   

  	
  Termination Severance

  	
   

  	
  Change of

  Control

  Acceleration

  	
   

  	
  Change of Control Severance

  	
   

  	
  January 29, 2008

  	
   

  
	
  Jeffrey C. Davison

  	
   

  	
  the Board has approved a
  new grant to you of options to purchase 75,000 shares

  	
   

  	
  12.5

  	
  %

  	
  6 months

  	
   

  	
  100

  	
  %

  	
  6 months

  	
   

  	
  January 29, 2008

  	
   

  
	
  Susan J. Carstensen

  	
   

  	
  the Board has approved a
  new grant to you of options to purchase 100,000 shares

  	
   

  	
  12.5

  	
  %

  	
  6 months

  	
   

  	
  100

  	
  %

  	
  6 months

  	
   

  	
  January 29, 2008

  	
   

  



 


This
schedule sets forth the material terms, to the extent
they are different, of the offer letters with each of Jeff Davison and Susan
Carstensen.  The form is filed herewith.