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**Exhibit 10.1**

 

September 3,2008

 

MarcusA. Bragg

c/oRightNow Technologies, Inc.

1800Gateway Drive, Suite 160

SanMateo, CA  94404

 

DearMarcus,

 

Iam pleased to offer you a full-time position with RightNow Technologies (“RightNow”)as Vice President and General Manager Americas located in San Mateo,California, effective August 29, 2008. If you accept this offer, you will report to Susan Carstensen, ChiefOperating Officer.  This letter replacesany previous offer letter from the Company.

 

Youron Target Earnings (OTE) will be $400,000, comprising a base of $225,000 peryear with an on-target bonus potential of $175,000 per annum.  In addition, you will receive options topurchase 50,000 shares of RightNow common stock, which will vest over fouryears and be governed by the terms of the applicable stock option agreement.

 

Yourposition will meet the requirements of SEC Rule 16a-1, and accordingly youwill 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 (“ExecutiveOfficer”).  As an Executive Officer,there will be additional SEC reporting requirements that pertain to youremployment and remuneration.  You areherewith provided with a copy of the Company’s s16 Manual, which you shouldcarefully review.

 

Inaddition, the Company has adopted a policy of indemnifying its ExecutiveOfficers and directors for certain types of liabilities.  In this regard, I enclose a copy of ourstandard indemnification agreement for your review and signature.

 

Terminationof Employment:  You willreceive the following benefits if your employment with the Company (or anysuccessor company or affiliated entity with which you are then employed) isterminated by the Company or such other employer without Cause:

 

(i)                                     acceleration of12.5% of your then unvested stock options in connection with the attendantstock 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 agreementthat is executed by you and the Company; and

 

(ii)                                  6 months salarycontinuation at your then current on target earnings (OTE) as determined by theCompany’s Compensation Committee from time to time.

 

Terminationof 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 theCompany (or any successor company or affiliated entity with which you are thenemployed) is terminated by the

 

 

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Companyor such other employer without Cause within twelve months following the date ofa Change in Control of the Company; or (b) your employment with theCompany (or any successor company or affiliated entity with which you are thenemployed) is terminated by you for Good Reason within twelve months followingthe date of a Change in Control of the Company:

 

(i)                                     acceleration of100% of your then unvested stock options in connection with the attendant stockoption award, and 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)                                  6 months salarycontinuation at your then current on target earnings (OTE) as determined by theCompany’s Compensation Committee from time to time.

 

Theabove-listed termination benefits will apply to your approved option grant andall option grants in the future. Any capitalized terms in this letter shallhave the same meaning as in the attachment to this letter.

 

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

 

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

 

2.               Return a copy of the signedIndemnification Agreement to Vicki Pollington.

 

3.               Retain one copy of eachdocument for your records.

 

Welook forward to working with you in your new position.

 

RIGHTNOWTECHNOLOGIES, INC.

 

| /s/:     Susan Carstensen |   | /s/:   Marcus  A. Bragg |
|------------------------------------------|--------|----------------------------------------|
| Susan Carstensen                         |   | Marcus  A. Bragg                       |
|                                     |   | Date:      9/25/08 |

 

 

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**ATTACHMENT**

 

**DEFINITIONS**

 

#### “Change in Control” shallmean a change in ownership or control of the Company effected through any ofthe following transactions:

####  

##### 1.               merger, consolidation or other reorganizationunless securities representing more than 50% of the total combined voting powerof the voting securities of the successor corporation are immediatelythereafter beneficially owned, directly or indirectly and in substantially thesame proportion, by the persons who beneficially owned the Company’soutstanding voting securities immediately prior to such transaction;

#####  

##### 2.               the sale, transfer or otherdisposition of all or substantially all of the Company’s assets;

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##### 3.               the acquisition, directly orindirectly by any person or related group of persons (other than the Company ora person that directly or indirectly controls, is controlled by, or is undercommon control with, the Company), of beneficial ownership (within the meaningof Rule 13d-3 of the Exchange Act) of securities possessing more than 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 the compositionof the Board of Directors over a period of 36 consecutive months or less suchthat a majority of the directors ceases, by reason of one or more contestedelections for directorship, to be comprised of individuals who either (i) havebeen directors continuously since the beginning of such period or (ii) havebeen elected or nominated for election as directors during such period by atleast a majority of the directors described in clause (i) who were stillin office at the time the Board of Directors approved such election or nomination.

#####  

Followinga Change in Control, “Company” shall refer to the successor corporation in thetransaction.

 

#### Termination of employmentfor “Cause” shall mean termination by the Company of your employment based upon(i) the willful and continued failure by you substantially to perform yourduties and obligations (other than any such failure resulting from yourincapacity due to physical or mental illness or any such actual or anticipatedfailure resulting from your termination for “Good Reason” as defined below), (ii) yourconviction or plea bargain in connection with the commission or allegedcommission of any felony or gross misdemeanor involving moral turpitude, fraudor misappropriation of funds, or (iii) your willful engaging in misconductwhich causes substantial injury to the Company, its other employees or itsclients, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on your partshall be 

####  

 

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####  

#### considered “willful” unless done, or omittedto be done, by you in bad faith and without reasonable belief that your actionor omission was in the best interests of the Company.

####  

#### “Good Reason” shall mean theoccurrence of any of the following events following a Change in Control, exceptfor the occurrence of such an event in connection with the termination of youremployment by the Company (or any successor company or affiliated entity thenemploying you) for Cause, Disability or death:

####  

#### 1.               the assignment to you of employmentduties or responsibilities which are not substantially comparable inresponsibility and status to the employment duties and responsibilities youheld immediately prior to the Change in Control;

####  

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

####  

#### 3.               requiring you to work in a location more than50 miles from your office location immediately prior to the Change in Control,except for requirements of temporary travel on the Company’s business to anextent substantially consistent with your business travel obligationsimmediately prior to the Change in Control.

####  

 

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