**Exhibit 10.19**

 

**Form ofOffer Letter Amendment for Executive Officers**

[Date]

[Employee]

RightNow Technologies, Inc.

40 Enterprise Blvd.

Bozeman, MT  59718

 

Dear [Employee]:

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

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

2.               You will receivethe benefits referred to in paragraph 3 of this letter if (a) your employmentwith the Company (or any successor company or affiliated entity with which youare then employed) is terminated by the Company or such other employer withoutCause within twelve months following the date of a Change in Control of theCompany; or (b) your employment with the Company (or any successor company oraffiliated entity with which you are then employed) is terminated by you forGood Reason within twelve months following the date of a Change in Control ofthe Company.

3.               The benefits thatyou will receive upon the occurrence of the events described in paragraph 2 ofthis letter are (i) acceleration of 100% of your then unvested stock options inconnection with stock option awards made after the date of this letter, andsubject to the terms and conditions of each such stock option agreement that isexecuted by you and the Company; and (ii) [12 (for CEO)/6 (for non-CEOexecutives)] 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 ofany inconsistency between the terms of this letter and your Original Letter, thisletter shall control with respect to the subject matter hereof.

Please indicateyour acceptance by signing and dating this letter below.
| RIGHTNOW TECHNOLOGIES, INC. |       |   |
|-----------------------------|------------|--------|
|                        |       |   |
|                        |       |   |
| By:                         |       |   |   |
|                        | [Employee] |
|                        | Date:      |   |
|                             |            |        |  |  |  |

** **

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**ATTACHMENT**

**DEFINITIONS**

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

##### 1.               merger,consolidation or other reorganization unless securities representing more than50% of the total combined voting power of the voting securities of thesuccessor corporation are immediately thereafter beneficially owned, directlyor indirectly and in substantially the same proportion, by the persons whobeneficially owned the Company’s outstanding voting securities immediatelyprior to such transaction;

##### 2.               the sale, transferor 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 thanthe Company or a person that directly or indirectly controls, is controlled by,or is under common control with, the Company), of beneficial ownership (withinthe meaning of Rule 13d-3 of the Exchange Act) of securities possessing morethan 50% of the total combined voting power of the Company’s outstanding securitiespursuant to a tender or exchange offer made directly to the Company’sstockholders; or

##### 4.               a change in thecomposition of the Board of Directors over a period of 36 consecutive months orless such that a majority of the directors ceases, by reason of one or morecontested 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 byat least a majority of the directors described in clause (i) who were still inoffice at the time the Board of Directors approved such election or nomination.

Following a Changein Control, “Company” shall refer to the successor corporation in thetransaction.

#### Termination of employment for “Cause” shall mean termination by theCompany of your employment based upon (i) the willful and continued failure byyou substantially to perform your duties and obligations (other than any suchfailure resulting from your incapacity due to physical or mental illness or anysuch actual or anticipated failure resulting from your termination for “GoodReason” as defined below), (ii) your conviction or plea bargain in connectionwith the commission or alleged commission of any felony or gross misdemeanorinvolving moral turpitude, fraud or misappropriation of funds, or (iii) yourwillful 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 orfailure to act on your part shall be considered “willful” unless done, oromitted to be done, by you in bad faith and without reasonable belief that youraction or omission was in the best interests of the Company.

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

#### 1.               the assignment toyou of employment duties or responsibilities which are not substantiallycomparable in responsibility and status to the employment duties andresponsibilities you held immediately prior to the Change in Control;

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

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

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