exv10w29






Exhibit 10.29




DemandTec, Inc. 2007 Equity Incentive Plan:

Notice of Stock Unit Award




You have been granted units representing shares of Common Stock of DemandTec, Inc. (the
“Company”) on the following terms:




	 	 	 

	Name of Recipient:

	 	«Name»
	 
	 	 
	Total Number of Units Granted:

	 	«TotalUnits»
	 
	 	 
	Date of Grant:

	 	«DateGrant»
	 
	 	 
	Vesting Schedule:

	 	The units subject to this award will vest [in full][in
installments] on «VestDate», provided that your “Service” (as defined in the
Plan) has been continuous through that date.






You and the Company agree that these units are granted under and governed by the terms and
conditions of the DemandTec, Inc. 2007 Equity Incentive Plan (the “Plan”) and the Stock Unit
Agreement, both of which are attached to and made a part of this document.




You further agree to accept by email all documents relating to the Company, the Plan or this award
and all other documents that the Company is required to deliver to its security holders (including,
without limitation, disclosures that may be required by the Securities and Exchange Commission).
You also agree that the Company may deliver these documents by posting them on a website maintained
by the Company or by a third party under contract with the Company. If the Company posts these
documents on a website, it will notify you by email. You acknowledge that you may incur costs in
connection with electronic delivery, including the cost of accessing the internet and printing
fees, and that an interruption of internet access may interfere with your ability to access the
documents. This consent will remain in effect until you give the Company written notice that it
should deliver paper documents.




You further agree to comply with the Company’s Insider Trading Policy when selling shares of the
Company’s Common Stock.




	 	 	 	 	 	 	 

	Recipient:	 	 	 	DemandTec, Inc.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 


	 	 	 	 	 	 
 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 
 





 









 





DemandTec, Inc. 2007 Equity Incentive Plan:




Stock Unit Agreement



	 	 	 

	Payment for Units

	 	No payment is required for the units that you are receiving.
	 
	 	 
	Vesting

	 	The units vest in [installments][a single installment], as
shown in the Notice of Stock Unit Award. In addition, the units
vest in full if the Company is subject to a Change in Control
(as defined in the Plan) before your Service terminates, and
the Company’s successor corporation fails to either assume the
units or replace them with equivalent awards that will vest on
the basis of your Service. The Committee (as defined in the
Plan) will determine if the preceding sentence applies.
	 
	 	 
	 

	 	[Add if applicable]: In addition, [     ]% of your remaining
unvested units will immediately vest if:
	 
	 	 
	 

	 	•    The Company is subject to a Change in Control before
your Service terminates, and

	 
	 	 
	 

	 	•    Within 12 months after the Change in Control, either
(a) your Service is terminated by the Company without Cause or
(b) you resign from your Service for Good Reason. (“Cause” and
“Good Reason” are defined below.)

	 
	 	 
	 

	 	No additional units will vest after your Service has terminated
for any reason.
	 
	 	 
	Forfeiture

	 	If your Service terminates for any reason, then your units will
be forfeited to the extent that they have not vested before the
termination date and do not vest as a result of the
termination. This means that any units that have not vested
under this Agreement will immediately be cancelled. You receive
no payment for units that are forfeited.
	 
	 	 
	 

	 	The Company determines when your Service terminates for this
purpose.






 









 






	 	 	 

	Leaves of Absence and
Part-Time Work

	 	For purposes of this award, your Service does not terminate
when you go on a military leave, a sick leave or another bona
fide leave of absence, if the leave was approved by the Company
in writing and if continued crediting of Service is required by
applicable law, the Company’s leave of absence policy or the
terms of your leave. But your Service terminates when the
approved leave ends, unless you immediately return to active
work.
	 
	 	 
	 

	 	If you go on a leave of absence, then the vesting schedule
specified in the Notice of Stock Unit Award may be adjusted in
accordance with the Company’s leave of absence policy or the
terms of your leave. If you commence working on a part-time
basis, then the vesting schedule specified in the Notice of
Stock Unit Award may be adjusted in accordance with the
Company’s part-time work policy or the terms of an agreement
between you and the Company pertaining to your part-time
schedule.
	 
	 	 
	Settlement of Units

	 	Each unit will be settled on the first Permissible Trading Day
(as defined below) that occurs on or after the day when the
unit vests.
	 
	 	 
	 

	 	However, regardless of whether or not a Permissible Trading Day
has occurred, each unit must be settled not later than the
later of (a) the March 15 of the calendar year after the
calendar year in which the unit vests or (b) the May 15 of the
Company’s fiscal year after the fiscal year in which the unit
vests.
	 
	 	 
	 

	 	At the time of settlement, you will receive one share of the
Company’s Common Stock for each vested unit. But the Company,
at its sole discretion, may substitute an equivalent amount of
cash if the distribution of stock is not reasonably practicable
due to the requirements of applicable law. The amount of cash
will be determined on the basis of the market value of the
Company’s Common Stock at the time of settlement.
	 
	 	 
	Section 409A

	 	This paragraph applies only if the Company determines that you
are a “specified employee,” as defined in the regulations under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), at the time of your “separation from service,” as
defined in those regulations. If this paragraph applies, then
any units that otherwise would have been settled during the
first six months following your separation from service will
instead be settled during the seventh month following your
separation from service, unless the settlement of those units
is exempt from Section 409A of the Code.






3









 






	 	 	 

	Nature of Units

	 	Your units are mere bookkeeping entries. They represent only
the Company’s unfunded and unsecured promise to issue shares of
Common Stock (or distribute cash) on a future date. As a holder
of units, you have no rights other than the rights of a general
creditor of the Company.
	 
	 	 
	No Voting Rights or
Dividends

	 	Your units carry neither voting rights nor rights to cash
dividends. You have no rights as a stockholder of the Company
unless and until your units are settled by issuing shares of
the Company’s Common Stock.
	 
	 	 
	Units Nontransferable

	 	You may not sell, transfer, assign, pledge or otherwise dispose
of any units. For instance, you may not use your units as
security for a loan.
	 
	 	 
	Withholding Taxes

	 	No stock certificates or cash will be distributed to you unless
you have made arrangements satisfactory to the Company for the
payment of any withholding taxes that are due as a result of
the vesting or settlement of this award. These arrangements
include payment in cash. With the Company’s consent, these
arrangements may also include (a) payment from the proceeds of
the sale of shares through a Company-approved broker, (b)
withholding shares of Company stock that otherwise would be
issued to you when the units are settled, (c) surrendering
shares that you previously acquired or (d) withholding cash
from other compensation. The fair market value of withheld or
surrendered shares, determined as of the date when taxes
otherwise would have been withheld in cash, will be applied to
the withholding taxes.
	 
	 	 
	Restrictions on Resale

	 	You agree not to sell any shares at a time when applicable
laws, Company policies or an agreement between the Company and
its underwriters prohibit a sale. This restriction will apply
as long as your Service continues and for such period of time
after the termination of your Service as the Company may
specify.
	 
	 	 
	Employment at Will

	 	Your award or this Agreement does not give you the right to be
retained by the Company or a subsidiary of the Company in any
capacity. The Company and its subsidiaries reserve the right to
terminate your Service at any time, with or without cause.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend or a similar
change in Company stock, the number of your units will be
adjusted accordingly, as the Company may determine pursuant to
the Plan.






4









 






	 	 	 

	Beneficiary
Designation

	 	You may dispose of your units in a written beneficiary
designation. A beneficiary designation must be filed with the
Company on the proper form. It will be recognized only if it
has been received at the Company’s headquarters before your
death. If you file no beneficiary designation or if none of
your designated beneficiaries survives you, then your estate
will receive any vested units that have not been settled before
your death and any units that vest as a result of your death.
	 
	 	 
	Effect of Merger

	 	If the Company is a party to a merger, consolidation or
reorganization, then your units will be subject to the
applicable provision of the Plan, provided that any action
taken must either (a) preserve the exemption of your units from
Section 409A of the Code or (b) comply with Section 409A of the
Code.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted and enforced under the laws
of the State of Delaware (without regard to their choice-of-law
provisions).
	 
	 	 
	The Plan and Other
Agreements

	 	The text of the Plan is incorporated in this Agreement by
reference. The Plan, this Agreement and the Notice of Stock Unit
Award constitute the entire understanding between you and the
Company regarding this award. Any prior agreements, commitments
or negotiations concerning this award are superseded. This
Agreement may be amended only by another written agreement
between the parties.
	 
	Definitions:
	 	 
	 
	 	 
	[Add if applicable]:

“Cause”

	 	“Cause” means (a) any breach of the Proprietary Information and
Inventions Agreement between you and the Company, (b) your
conviction of, or plea of “guilty” or “no contest” to, a felony
under the laws of the United States or any crime involving
moral turpitude, (c) your participation in any fraud against
the Company or (d) your intentional damage to any material
property of the Company or other gross misconduct.
	 
	 	 
	[Add if applicable]:

“Good Reason”

	 	“Good Reason” means that you resign from your Service after one
of the following conditions comes into existence without your
consent:
	 
	 	 
	 

	 	•    A material diminution of your base compensation,

	 
	 	 
	 

	 	•    A material diminution of your authority, duties or
responsibilities, or

	 
	 	 
	 

	 	•    A material change in the geographic location at which
you must perform your Service for the Company.







5









 






	 	 	 

	 

	 	A condition will not be considered “Good Reason” unless (a) you
give the Company written notice of the condition within 90 days
after the condition comes into existence and (b) the Company
fails to remedy the condition within 30 days after receiving
your written notice.
	 
	 	 
	 

	 	In order to qualify as a resignation for “Good Reason,” your
resignation must occur within 12 months after one of the
conditions listed above comes into existence (but in any event
within 12 months after the Change in Control).
	 
	 	 
	“Permissible Trading
Day”

	 	“Permissible Trading Day” means a day that satisfies each of
the following requirements:
	 
	 	 
	 

	 	•    The Nasdaq Global Market is open for trading on that
day,

	 
	 	 
	 

	 	•    You are permitted to sell shares of the Company’s
Common Stock on that day without incurring liability under
Section 16(b) of the Securities Exchange Act of 1934, as
amended,

	 
	 	 
	 

	 	•    Either (a) you are not in possession of material
non-public information that would make it illegal for you to
sell shares of the Company’s Common Stock on that day under
Rule 10b-5 of the Securities and Exchange Commission or (b)
Rule 10b5-1 of the Securities and Exchange Commission is
applicable,

	 
	 	 
	 

	 	•    Under the Company’s written Insider Trading Policy, you
are permitted to sell shares of the Company’s Common Stock on
that day, and

	 
	 	 
	 

	 	•    You are not prohibited from selling shares of the
Company’s Common Stock on that day by a written agreement
between you and the Company or a third party.







By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.





6