Exhibit
10.15


 


RIGHTNOW
TECHNOLOGIES, INC. 


NON-INCENTIVE
STOCK OPTION AGREEMENT


 


RIGHTNOW TECHNOLOGIES, INC., a Delaware corporation
(the “Company”), acting pursuant to the 2004 Equity Incentive Plan (the
“Plan”), has granted you (the “Option Holder”) an option to purchase the number
of shares of the Company’s common stock, $0.001 par value (“Common Stock”),
listed in the attached Notice of Grant of Stock Options and Option Agreement
(the “Grant Notice”) upon the following terms and conditions and in all respects
subject to the provisions of the Plan, the terms of which are incorporated by
reference.


 


Grant of Option.  The
Company hereby grants the Option Holder, as of the date set out in the attached
Grant Notice, an option (the “Option”) to purchase from the Company up to the
number of shares (the “Shares”) of
Common Stock of the Company listed in your Grant Notice at an exercise price
per share (the “Option Exercise Price”) equal to the price set out in your
Grant Notice (being at least equal to the fair market value of the Common Stock
on the date of grant), in the amounts, during the periods, and upon the terms
and conditions as set forth in this Agreement and in the Plan.  The issuance of the shares of Common Stock
upon the exercise of the Option shall be subject to the provisions set forth in
Section 9 hereof.  This Option is
not intended to be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).  Unless earlier terminated
pursuant to Section 3, the Option shall terminate at 5:00 p.m. on the
date ten years from the grant of this Option.


 


The details of
your Option are as follows:


 


1.                                       Vesting and Time of Exercise.  The
vested portion of the Option is exercisable in whole or in part (but not as to
any fractional shares) at any time prior to the termination of the Option.  Except as otherwise provided in this
Agreement, the Option shall vest in accordance with the chedule set out in the
attached Grant Notice.  The right to
purchase shares under the Option shall be cumulative, and shares not purchased
in any year may be purchased in subsequent years, subject to the termination
provisions contained elsewhere herein.


 


2.                                       Exercise of Option after Death or Termination
of Service.  The Option shall terminate and may no longer
be exercised if the Option Holder ceases to perform services for the Company or
its affiliates, except that:


 


(a)                                  If Option Holder’s service to the Company
shall be terminated for any reason, voluntary or involuntary, other than for “Cause” (as defined in Section 3(e))
or Option Holder’s death or disability (within the meaning of
Section 22(e)(3) of the Code), Option Holder may at any time before 5:00
p.m. on the date 3 months following such termination exercise the Option to the
extent the Option was exercisable by Option Holder on the date of the
termination of Option Holder’s service.


 


(b)                                 If Option Holder’s service to the Company
is terminated for Cause, Option Holder may at any time before 5:00 p.m. on the
date 30 days following such termination exercise the Option to the extent the
Option was exercisable by Option Holder on the date of the termination of
Option Holder’s service.


 





















 


(c)                                  If Option Holder shall die while the
Option is still exercisable according to its terms or if service is terminated
because Option Holder has become disabled (within the meaning of
Section 22(e)(3) of the Code) while in the service of the Company and
Option Holder shall not have fully exercised the Option, such Option may be
exercised at any time before 5:00 p.m. on the date 6 months following Option
Holder’s death or date of termination of service for disability by Option
Holder, personal representatives or administrators or guardians of Option
Holder, as applicable or by any person or persons to whom the Option is
transferred by will or the applicable laws of descent and distribution, to the
extent of the full number of Shares Option Holder was entitled to purchase
under the Option on (i) the earlier of the date of death or termination of service
or (ii) the date of termination for such disability, as applicable.


 


(d)                                 Notwithstanding the above, in no case may
the Option be exercised to any extent by anyone after the termination date of
the Option.


 


(e)                                  “Cause”
shall mean (i) the willful and continued failure by Option Holder substantially
to perform his or her duties and obligations (other than any such failure
resulting from his or her incapacity due to physical or mental illness), (ii)
Option Holder’s conviction or plea bargain of any felony or gross misdemeanor
involving moral turpitude, fraud or misappropriation of funds or (iii) the
willful engaging by Option Holder in misconduct which causes substantial injury
to the Company or its affiliates, its other employees or the employees of its affiliates
or its clients or the clients of its affiliates, whether monetarily or
otherwise.  For purposes of this
paragraph, no action or failure to act on Option Holder’s part shall be
considered “willful” unless done or omitted to be done, by Option Holder in bad
faith and without reasonable belief that his or her action or omission was in
the best interests of the Company.


 


3.                                       Manner of Exercise.


 


(a)                                  Subject to the foregoing, the Option may
be exercised in whole or in part from time to time by serving written notice of
exercise on the Company at its principal office within the Option period.  The notice shall state the number of Shares
as to which the Option is being exercised and shall be accompanied by payment
in full of the Option Exercise Price for all shares designated in the
notice.  Payment of the exercise price
shall be made (i) in cash (including bank check, personal check or money order
payable to the Company), (ii) with the approval of the Company (which may be
given in its sole discretion), by delivering to the Company for cancellation
shares of the Company’s Common Stock already owned by the Option Holder having
a Fair Market Value (as defined in the Plan) as of the date of exercise equal
to the full Option Exercise Price for all of the Shares being acquired or the
portion thereof being paid by tendering such shares, (iii) with the approval of
the Company (which may be given in its sole discretion) and subject to
Section 402 of the Sarbanes-Oxley Act of 2002 and any rules and
regulations promulgated thereunder, by delivering to the Company the full
Option Exercise Price for all of the Shares being acquired in a combination of
cash and Option Holder’s full recourse liability promissory note with a
principal amount not to exceed eighty percent (80%) of the exercise price and a
term not to exceed five (5) years, which promissory note shall provide for
interest on the unpaid balance thereof which at all times is not less than the
minimum rate required to avoid the imputation of income, original issue
discount or a below-market rate loan pursuant to Sections 483, 1274 or 7872 of
the Code or any successor provisions thereto or (iv) with the approval of the
Company (which may be given in its sole discretion) and subject to
Section 402 of the Sarbanes-Oxley Act of 2002 and any rules and
regulations promulgated thereunder, by delivering to the Company a combination
of cash, the Option Holder’s promissory note and shares of Common Stock with an
aggregate Fair Market Value and a principal amount equal to the Option Exercise
Price for all of the Shares being acquired.


 


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(b)                                 Upon receipt of payment for the shares
being purchased and such documents referenced in the preceding sentence, the
Company shall, as expeditiously as possible, deliver to the Option Holder a
certificate or certificates for such shares out of authorized but theretofore
unissued shares of its Common Stock or issued shares which have been reacquired
by the Company.  This Option may be
exercised only with respect to full shares and no fractional share of stock
shall be issued.


 


4.                                       Assignability. 
During the lifetime of the Option Holder, the Option shall be
exercisable only by the Option Holder and shall not be assignable or
transferable by the Option Holder except by will or by the laws of descent or
distribution.  The foregoing
notwithstanding, the Option Holder may transfer the Option to any Family Member
(as such term is defined in the General Instructions to Form S-8 (or successor
to such Instructions or such Form)), provided, however, that (i) the Option
Holder may not receive any consideration for such transfer, (ii) the Family
Member must agree in writing not to make any subsequent transfers of the Option
except by will or by the laws of the descent or distribution and (iii) the
Company receives prior written notice of such transfer.  Subject to the foregoing, the Option shall
inure to the benefit of and be binding upon the successors and assigns of the
Option Holder.


 


5.                                       No Right to Continued Service; No Rights as a
Shareholder.  This Agreement shall not confer on the Option
Holder any right with respect to continuance of service to the Company, nor
will it interfere in any way with the right of the Company to terminate such
service at any time.  The Option Holder
will have no rights as a shareholder with respect to any shares covered by the
Option until the issuance of a certificate or certificates to the Option Holder
for the shares.  Except as otherwise
provided in Section 7 hereof, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date of full payment of
the Option Exercise Price for all of the Shares being acquired.


 


6.                                       Capital Adjustments and Reorganization.  The
number of shares of Common Stock covered by the Option, and the Option Exercise
Price thereof, shall be subject to appropriate proportionate adjustment to
reflect any stock dividend, stock split, share combination, separation,
reorganization, liquidation or the like, of or by the Company.


 


7.                                       Subject to Plan.  This
Option and the grant and exercise thereof are subject to the terms and
conditions of the Plan, but the terms of the Plan shall not be considered an
enlargement of any benefits under this Agreement.  In addition, this Option is subject to the
rules and regulations promulgated pursuant to the Plan, now or hereafter in
effect.  A copy of the Plan will be
furnished upon request of the Option Holder.


 


8.                                       Conditions Precedent to Issuance of Shares. 
Shares shall not be issued pursuant to the exercise of the Option unless
such exercise and the issuance and delivery of the applicable Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act of 1934,
as amended, the rules and regulations promulgated thereunder, the requirements
of any applicable Stock Exchange or the Nasdaq National Market and the Delaware
General Corporation Law.  As a condition
to the exercise of the purchase price relating to the Option, the Company may
require that the person exercising or paying the purchase price represent and
warrant that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation and warranty is required by law.


 


9.                                       Tax Matters.  In order to provide the
Company with the opportunity to claim the benefit of any income tax deduction
which may be available to it upon the exercise of the Option


 


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and
in order to comply with all applicable federal or state income tax laws or
regulations, the Company may take such action as it deems appropriate to insure
that, if necessary, all applicable federal or state payroll, withholding,
income or other taxes are withheld or collected from the Option Holder.  The Option Holder may elect to satisfy his or
her federal and state income tax withholding obligations upon exercise of this
option by (i) having the Company withhold a portion of the shares of Common
Stock otherwise to be delivered upon exercise of such option having a fair
market value equal to the amount of federal and state income tax required to be
withheld upon such exercise, in accordance with such rules as the Company may
from time to time establish, or (ii) delivering to the Company shares of its
Common Stock other than the shares issuable upon exercise of such option with a
fair market value equal to such taxes, in accordance with such rules.


 


10.                                 Securities Law Matters.  The
Option Holder hereby represents and agrees that any shares which he or she may
acquire pursuant to the exercise of this Option will be acquired for the Option
Holder’s own account, for long-term investment purposes and not with a view
toward the distribution or sale thereof. 
The Option Holder acknowledges that under the terms of the Plan to which
this Agreement is subject, effectiveness of any exercise herein and the
issuance of shares to the Option Holder upon any such exercise of this option
may be delayed in order to permit the Company to comply at such time with
relevant federal and state securities laws in connection with such
issuance.  The Option Holder acknowledges
that the Company is not, and will at no time be, under any obligation to the
Option Holder to register any shares issued upon exercise herein under any
federal or state securities laws and that, consequently: (a) at the time of
acquisition such shares may not be registered under either federal or
applicable state securities laws, (b) the Company will be relying upon the
foregoing investment representation of the Option Holder in agreeing to issue
such shares to the Option Holder, (c) the transferability of such shares may be
subject to the restrictions imposed by all applicable federal and state
securities laws on unregistered shares, and (d) the certificates evidencing
such shares may be imprinted with an appropriate legend setting forth such
restrictions on transferability.


 


11.                                 Miscellaneous.


 


(a)                                  Governing Law. 
The validity, construction and effect of the Agreement, and any rules
and regulations relating to the Agreement, shall be determined in accordance
with the internal laws, and not the law of conflicts, of the State of Delaware.


 


(b)                                 Severability. 
If any provision of the Agreement is or becomes or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or would disqualify the
Agreement under any law deemed applicable by the Committee (as defined in the
Plan), such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent
of the Plan or the Agreement, such provision shall be stricken as to such
jurisdiction or the Agreement, and the remainder of the Agreement shall remain
in full force and effect.


 


(c)                                  No Trust or Fund Created. 
Neither the Plan nor the Agreement shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between
the Company or its affiliates and Option Holder or any other person.


 


(d)                                 Headings.  Headings are
given to the Sections and subsections of the Agreement solely as a convenience
to facilitate reference.  Such headings
shall not be deemed in any way material or relevant to the construction or
interpretation of the Agreement or any provision thereof.


 


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