**Exhibit 10.21**

 

**RIGHTNOW TECHNOLOGIES, INC. FORM OF NON-INCENTIVE STOCK OPTION AGREEMENT**

** **

RIGHTNOWTECHNOLOGIES, INC., a Delaware corporation (the “Company”), acting pursuant tothe 2004 Equity Incentive Plan (the “Plan”), hereby grants to                                  (the “Option Holder”) options to purchase shares of common stock, $0.001 parvalue (“Common Stock”), of the Company upon the following terms and conditionsand in all respects subject to the provisions of the Plan, the terms of whichare incorporated by reference.

 

1.             Grantof Option.  The Company hereby grantsthe Option Holder, as of                                         ,an option (the “Option”) to purchase from the Company up to                              shares(the “Shares”) of Common Stock of the Company at an exercise price per share(the “Option Exercise Price”) equal to $                  (being at least equal to the fair market value of the Common Stock on the dateof grant), in the amounts, during the periods, and upon the terms andconditions as set forth in this Agreement and in the Plan.  The issuance of the shares of Common Stockupon the exercise of the Option shall be subject to the provisions set forth inSection 9 hereof.  This Option isnot intended to be an incentive stock option within the meaning of Section 422of 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 thegrant of this Option.

 

2.             Vestingand Time of Exercise.  The vestedportion of the Option is exercisable in whole or in part (but not as to anyfractional shares) at any time prior to the termination of the Option.  Except as otherwise provided in thisAgreement, the Option shall vest in the following manner:

 
| **If Option Holder remains in the  service of the Company through the date:** | ** ** | **Vested Number of Shares** |
|-------------------------------------------------------------------------------|------------|-----------------------------|
| Six (6) months from the date of grant                                    |       | 12.5% of  shares            |
| Twelve (12) months from the date of grant                                     |       | 25% of  shares              |
| Eighteen (18) months from the date of grant                                   |       | 37.5% of  shares            |
| Twenty-four (24) months from the date of  grant                               |       | 50% of  shares              |
| Thirty (30) months from the date of grant                                     |       | 62.5% of  shares            |
| Thirty-six (36) months from the date of  grant                                |       | 75% of  shares              |
| Forty-two (42) months from the date of  grant                                 |       | 87.5% of  shares            |
| Forty-eight (48) months from the date of  grant                               |       | 100% of  shares             |

 

The right to purchase shares under the Optionshall be cumulative, and shares not purchased in any year may be purchased insubsequent years, subject to the termination provisions contained elsewhereherein.

 

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3.             Exerciseof Option after Death or Termination of Service.  The Option shall terminate and may no longerbe exercised if the Option Holder ceases to perform services for the Company orits affiliates, except that:

 

## (a)           IfOption 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 Holdermay at any time before 5:00 p.m. on the date 3 months following suchtermination exercise the Option to the extent the Option was exercisable byOption Holder on the date of the termination of Option Holder’s service.

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

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## (c)           IfOption Holder shall die while the Option is still exercisable according to itsterms or if service is terminated because Option Holder has become disabled(within the meaning of Section 22(e)(3) of the Code) while in theservice of the Company and Option Holder shall not have fully exercised theOption, such Option may be exercised at any time before 5:00 p.m. on thedate 6 months following Option Holder’s death or date of termination of servicefor disability by Option Holder, personal representatives or administrators orguardians of Option Holder, as applicable or by any person or persons to whomthe Option is transferred by will or the applicable laws of descent anddistribution, to the extent of the full number of Shares Option Holder wasentitled to purchase under the Option on (i) the earlier of the date ofdeath or termination of service or (ii) the date of termination for suchdisability, as applicable.

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

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## (e)           “*Cause*” shall mean (i) the willful andcontinued failure by Option Holder substantially to perform his or her dutiesand obligations (other than any such failure resulting from his or herincapacity due to physical or mental illness), (ii) Option Holder’sconviction or plea bargain of any felony or gross misdemeanor involving moralturpitude, fraud or misappropriation of funds or (iii) the willfulengaging by Option Holder in misconduct which causes substantial injury to theCompany or its affiliates, its other employees or the employees of itsaffiliates or its clients or the clients of its affiliates, whether monetarilyor 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 withoutreasonable belief that his or her action or omission was in the best interestsof the Company.

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4.             Mannerof Exercise.

 

## (a)           Subjectto the foregoing, the Option may be exercised in whole or in part from time totime by serving written notice of exercise on the Company at its principaloffice within the Option period.  Thenotice shall state the number of Shares as to which the Option is beingexercised and shall be accompanied by payment in full of the Option ExercisePrice for all shares designated in the notice. Payment of the exercise price shall be made (i) in cash (includingbank check, personal check or money order payable to the Company), (ii) withthe approval of the Company (which may be given in its sole discretion), bydelivering to the Company for cancellation shares of the Company’s Common Stockalready owned by the Option Holder

 

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## having a Fair Market Value (as defined in the Plan) as of the date ofexercise equal to the full Option Exercise Price for all of the Shares beingacquired or the portion thereof being paid by tendering such shares, (iii) withthe approval of the Company (which may be given in its sole discretion) andsubject to Section 402 of the Sarbanes-Oxley Act of 2002 and any rules andregulations promulgated thereunder, by delivering to the Company the full OptionExercise Price for all of the Shares being acquired in a combination of cashand Option Holder’s full recourse liability promissory note with a principalamount not to exceed eighty percent (80%) of the exercise price and a term notto exceed five (5) years, which promissory note shall provide for intereston the unpaid balance thereof which at all times is not less than the minimumrate required to avoid the imputation of income, original issue discount or abelow-market rate loan pursuant to Sections 483, 1274 or 7872 of the Code orany successor provisions thereto or (iv) with the approval of the Company(which may be given in its sole discretion) and subject to Section 402 ofthe Sarbanes-Oxley Act of 2002 and any rules and regulations promulgatedthereunder, by delivering to the Company a combination of cash, the OptionHolder’s promissory note and shares of Common Stock with an aggregate FairMarket Value and a principal amount equal to the Option Exercise Price for allof the Shares being acquired.

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

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5.             Assignability.  During the lifetime of the Option Holder, theOption shall be exercisable only by the Option Holder and shall not beassignable or transferable by the Option Holder except by will or by the lawsof descent or distribution.  Theforegoing notwithstanding, the Option Holder may transfer the Option to anyFamily 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) theOption Holder may not receive any consideration for such transfer, (ii) theFamily Member must agree in writing not to make any subsequent transfers of theOption except by will or by the laws of the descent or distribution and (iii) theCompany receives prior written notice of such transfer.  Subject to the foregoing, the Option shallinure to the benefit of and be binding upon the successors and assigns of theOption Holder.

 

6.             NoRight to Continued Service; No Rights as a Shareholder.  This Agreement shall not confer on the OptionHolder any right with respect to continuance of service to the Company, norwill it interfere in any way with the right of the Company to terminate suchservice at any time.  The Option Holderwill have no rights as a shareholder with respect to any shares covered by theOption until the issuance of a certificate or certificates to the Option Holderfor the shares.  Except as otherwiseprovided in Section 7 hereof, no adjustment shall be made for dividends orother rights for which the record date is prior to the date of full payment ofthe Option Exercise Price for all of the Shares being acquired.

 

7.             CapitalAdjustments and Reorganization.  Thenumber of shares of Common Stock covered by the Option, and the Option ExercisePrice thereof, shall be subject to appropriate proportionate adjustment toreflect any stock dividend, stock split, share combination, separation,reorganization, liquidation or the like, of or by the Company.

 

8.             Subjectto Plan.  This Option and the grantand exercise thereof are subject to the terms and conditions of the Plan, butthe terms of the Plan shall not be considered an enlargement

 

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of any benefits under this Agreement.  In addition, this Option is subject to the rules andregulations promulgated pursuant to the Plan, now or hereafter in effect.  A copy of the Plan will be furnished uponrequest of the Option Holder.

 

9.             ConditionsPrecedent to Issuance of Shares. Shares shall not be issued pursuant to the exercise of the Option unlesssuch exercise and the issuance and delivery of the applicable Shares pursuantthereto shall comply with all relevant provisions of law, including, withoutlimitation, the Securities Act of 1933, as amended, the Exchange Act of 1934,as amended, the rules and regulations promulgated thereunder, therequirements of any applicable Stock Exchange or the Nasdaq National Market andthe Delaware General Corporation Law.  Asa condition to the exercise of the purchase price relating to the Option, theCompany may require that the person exercising or paying the purchase pricerepresent and warrant that the Shares are being purchased only for investmentand without any present intention to sell or distribute such Shares if, in theopinion of counsel for the Company, such a representation and warranty isrequired by law.

 

10.           TaxMatters.  In order to provide theCompany with the opportunity to claim the benefit of any income tax deductionwhich may be available to it upon the exercise of the Option and in order tocomply with all applicable federal or state income tax laws or regulations, theCompany may take such action as it deems appropriate to insure that, ifnecessary, all applicable federal or state payroll, withholding, income orother taxes are withheld or collected from the Option Holder.  The Option Holder may elect to satisfy his orher federal and state income tax withholding obligations upon exercise of thisoption by (i) having the Company withhold a portion of the shares ofCommon Stock otherwise to be delivered upon exercise of such option having afair market value equal to the amount of federal and state income tax requiredto be withheld upon such exercise, in accordance with such rules as theCompany may from time to time establish, or (ii) delivering to the Companyshares of its Common Stock other than the shares issuable upon exercise of suchoption with a fair market value equal to such taxes, in accordance with suchrules.

 

11.           SecuritiesLaw Matters.  The Option Holderhereby represents and agrees that any shares which he or she may acquirepursuant to the exercise of this Option will be acquired for the Option Holder’sown account, for long-term investment purposes and not with a view toward thedistribution or sale thereof.  The OptionHolder acknowledges that under the terms of the Plan to which this Agreement issubject, effectiveness of any exercise herein and the issuance of shares to theOption Holder upon any such exercise of this option may be delayed in order topermit the Company to comply at such time with relevant federal and statesecurities laws in connection with such issuance.  The Option Holder acknowledges that theCompany is not, and will at no time be, under any obligation to the OptionHolder to register any shares issued upon exercise herein under any federal orstate securities laws and that, consequently: (a) at the time ofacquisition such shares may not be registered under either federal orapplicable state securities laws, (b) the Company will be relying upon theforegoing investment representation of the Option Holder in agreeing to issuesuch shares to the Option Holder, (c) the transferability of such sharesmay be subject to the restrictions imposed by all applicable federal and statesecurities laws on unregistered shares, and (d) the certificatesevidencing such shares may be imprinted with an appropriate legend settingforth such restrictions on transferability.

 

12.           Miscellaneous.

 

## (a)           GoverningLaw.  The validity, construction andeffect of the Agreement, and any rules and regulations relating to theAgreement, shall be determined in accordance with the internal laws, and notthe law of conflicts, of the State of Delaware.

 

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## (b)           Severability.  If any provision of the Agreement is or becomesor is deemed to be invalid, illegal or unenforceable in any jurisdiction orwould disqualify the Agreement under any law deemed applicable by the Committee(as defined in the Plan), such provision shall be construed or deemed amendedto conform to applicable laws, or if it cannot be so construed or deemedamended without, in the determination of the Committee, materially altering thepurpose or intent of the Plan or the Agreement, such provision shall bestricken as to such jurisdiction or the Agreement, and the remainder of theAgreement shall remain in full force and effect.

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## (c)           NoTrust or Fund Created.  Neither thePlan nor the Agreement shall create or be construed to create a trust orseparate fund of any kind or a fiduciary relationship between the Company orits affiliates and Option Holder or any other person.

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## (d)           Headings.  Headings are given to the Sections andsubsections of the Agreement solely as a convenience to facilitatereference.  Such headings shall not bedeemed in any way material or relevant to the construction or interpretation ofthe Agreement or any provision thereof.

 
| ** ** | **RIGHTNOW TECHNOLOGIES, INC.** |
|------------|---------------------------------|
| ** ** | ** **                      |
| ** ** | ** **                      |
| ** ** | By:                             | ** ** |
| ** ** |                            | Greg Gianforte |
| ** ** |                            | Chief Executive Officer |
|       | ** **                      |
| ** ** | ** **                      |
| ** ** | **OPTION HOLDER**               |
| ** ** | ** **                      |
| ** ** | ** **                      |
| ** ** | ** **                      |
| ** ** | ** **                      |
| ** ** | **Print name:**                 | ** ** |
|            |                                 |  |  |

 

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**RIGHTNOWTECHNOLOGIES, INC.**

**FORM OFADDENDUMTO EXECUTIVE OFFICER STOCK OPTION AGREEMENT**

 

The following provisions are herebyincorporated into, and are hereby made a part of, that certain Stock OptionAgreement (the “Option Agreement”) by and between the Company and                                (“OptionHolder”) evidencing the stock option (the “Option”) granted to Option Holderunder the terms of the Company’s 2004 Equity Incentive Plan, and suchprovisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwisedefined herein, shall have the meanings assigned to such terms in the OptionAgreement.

 

**Accelerationof ExercisabilityAfter Change in Control**

 

### (i)            Notwithstandingany installment or delayed exercise provision contained in the Option Agreementthat would result in the Option becoming exercisable in full or in part at alater date, upon the occurrence of a “Change in Control” (as defined below):

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#### i.              Ifin connection with the Change in Control, the Acquiring Person (as definedbelow) elects to continue the Option in effect and to replace the shares ofCommon Stock issuable upon exercise of the Option with other equity securitiesthat are registered under the Securities Act of 1933 and are freelytransferable under all applicable federal and state securities laws andregulations, the Option shall become exercisable in full if within twelvemonths of the date of the Change in Control, (i) Option Holder’semployment with the Company (or any successor company or affiliated entity withwhich Option Holder is then employed) is terminated by the Company or suchother employer without Cause (as defined below), (ii) Option Holder’semployment with the Company (or any successor company or affiliated entity withwhich Option Holder is then employed) is terminated by the Option Holder for “GoodReason” (as defined below), or (iii) any earlier date provided under theOption Agreement.  In the event of anysuch Change in Control, the number of shares issuable upon exercise of theOption shall be determined by using the exchange ratio used for otheroutstanding shares of the Company’s Common Stock in connection with the Changein Control, or if there is no such ratio, an exchange ratio to be mutuallyagreed upon by

 

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#### the Acquiring Person and the Continuing Directors (as defined below),and the exercise price per share shall be adjusted accordingly so as topreserve the same economic value in the Option as existed prior to the Changein Control.  Also in the event of anysuch Change in Control, all references in the Option Agreement to the CommonStock shall thereafter be deemed to refer to the replacement equity securitiesissuable upon exercise of the Option, references to the Company shallthereafter be deemed to refer to the issuer of such replacement securities, andall other terms of the Option shall continue in effect except as and to theextent modified by this subparagraph.

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#### ii.             Ifthe Change in Control does not meet the criteria specified in paragraph (1)(a) above,the Option shall become exercisable in full immediately upon the Change inControl.

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### (ii)           Tothe extent that, in connection with a Change in Control, the Acquiring Personreplaces the Option with a cash incentive program, Option Holder’s right toreceive cash payments for the Shares will be paid out in accordance with thevesting schedule set forth in the Option Agreement.  However, if within twelve months of the dateof the Change in Control, (i) Option Holder’s employment with the Company(or any successor company or affiliated entity with which Option Holder is thenemployed) is terminated by the Company or such other employer without Cause or (ii) OptionHolder’s employment with the Company (or any successor company or affiliatedentity with which Option Holder is then employed) is terminated by the OptionHolder for Good Reason, then Option Holder’s right to receive the unvested cashpayments shall be accelerated in full and shall no longer be subject to thevesting schedule set forth in the Option Agreement.

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### (iii)          Ifa Change in Control shall occur, the Continuing Directors in their solediscretion, and without the consent of Option Holder, may determine that OptionHolder shall receive, in lieu of some or all of the shares of Common Stocksubject to this Option, as of the effective date of any such Change in Control,cash in an amount equal to the excess of the Fair Market Value of such shareson the effective date of such Change in Control over the exercise price pershare of this Option, subject to any applicable withholding for income orpayroll taxes.

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### (iv)          Forpurposes of this Addendum, the following terms shall have the definitions setforth below:

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#### i.              “Changein Control” shall mean a change in ownership or control of the Company effectedthrough any of the following transactions:

 

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##### (i)            amerger, consolidation or other reorganization unless securities representingmore than 50% of the total combined voting power of the voting securities ofthe successor corporation are immediately thereafter beneficially owned,directly or indirectly and in substantially the same proportion, by the personswho beneficially owned the Company’s outstanding voting securities immediatelyprior to such transaction;

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##### (ii)           thesale, transfer or other disposition of all or substantially all of the Company’sassets;

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##### (iii)          theacquisition, directly or indirectly by any person or related group of persons(other than the Company or a person that directly or indirectly controls, iscontrolled by, or is under common control with, the Company), of beneficialownership (within the meaning of Rule 13d-3 of the Exchange Act) ofsecurities possessing more than 50% of the total combined voting power of theCompany’s outstanding securities pursuant to a tender or exchange offer madedirectly to the Company’s stockholders; or

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##### (iv)          achange in the composition of the Board of Directors over a period of 36consecutive months or less such that a majority of the directors ceases, byreason of one or more contested elections for directorship, to be comprised ofindividuals who either (i) have been directors continuously since thebeginning of such period or (ii) have been elected or nominated forelection as directors during such period by at least a majority of thedirectors described in clause (i) who were still in office at the time theBoard of Directors approved such election or nomination.

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

 

#### ii.             “ContinuingDirector” shall mean any person who is a member of the Board of Directors ofthe Company, while such a person is a member of the Board of Directors, who isnot an Acquiring Person (as hereinafter defined) or an Affiliate or Associate(as hereinafter defined) of an Acquiring Person, or a representative of anAcquiring

 

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#### Person or of any such Affiliate or Associate, and who (A) was amember of the Board of Directors on the date of this Agreement or (B) subsequentlybecomes a member of the Board of Directors, if such person’s initial nominationfor election or initial election to the Board of Directors is recommended orapproved by a majority of the Continuing Directors.

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#### iii.            “AcquiringPerson” shall mean any “person” (as such term is used in Sections 13(d) and14(d) of the Exchange Act) who or which, together with all Affiliates andAssociates of such person, is the “beneficial owner” (as defined in Rule 13d-3promulgated under the Exchange Act), directly or indirectly, of securities ofthe Company representing 50% or more of the combined voting power of theCompany’s then outstanding securities, but shall not include the Company, anysubsidiary of the Company; and “Affiliate” and “Associate” shall have therespective meanings ascribed to such terms in Rule 12b-2 promulgated underthe Exchange Act.

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#### iv.            Terminationof employment for “Cause” shall mean termination by the Company of OptionHolder’s employment based upon (i) the willful and continued failure byOption Holder substantially to perform his or her duties and obligations (otherthan any such failure resulting from his or her incapacity due to physical ormental illness or any such actual or anticipated failure resulting from OptionHolder’s termination for “Good Reason” as defined below), (ii) the OptionHolder’s conviction or plea bargain in connection with the commission oralleged commission of any felony or gross misdemeanor involving moralturpitude, fraud or misappropriation of funds, or (iii) the willfulengaging by Option Holder in misconduct which causes substantial injury to theCompany, its other employees or its clients, whether monetarily or otherwise.  For purposes of this paragraph, no action orfailure to act on Option Holder’s part shall be considered “willful” unlessdone, or omitted to be done, by Option Holder in bad faith and withoutreasonable belief that his or her action or omission was in the best interestsof the Company.

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#### v.             “GoodReason” shall mean the occurrence of any of the following events following aChange in Control, except for the occurrence of such an event in connectionwith the termination of Option Holder’s employment by the Company (or anysuccessor company or affiliated entity

 

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#### then employing Option Holder) for Cause, Disability or death:

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##### (i)            theassignment to Option Holder of employment duties or responsibilities which arenot substantially comparable in responsibility and status to the employmentduties and responsibilities held by Option Holder immediately prior to theChange in Control;

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##### (ii)           areduction in Option Holder’s base salary as in effect immediately prior to the Changein Control or as the same may be increased from time to time during the term ofthis Agreement; or

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##### (iii)          requiringOption Holder to work in a location more than 50 miles from Option Holder’soffice location immediately prior to the Change in Control, except forrequirements of temporary travel on the Company’s business to an extentsubstantially consistent with Option Holder’s business travel obligationsimmediately prior to the Change in Control.

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The provisions of this Addendum shallsupersede any provisions to the contrary in the Option Agreement.

 

**IN WITNESS WHEREOF**,the Company has caused this Addendum to be executed by its duly-authorizedofficer effective as of the Effective Date specified below.

 

 

Effective Date:                                 ,

 

 
| ** ** | **RIGHTNOW TECHNOLOGIES, INC.** |
|------------|---------------------------------|
|       |                            |
|       |                            |
|       | By:                             |   |
|       |                            | Greg  Gianforte |
|       |                            | Chief  Executive Officer |
|       |                            |
|       |                            |
| ** ** | **OPTION HOLDER**               |
|       |                            |
|       |                            |
|       |                            |
|       |                            |   |
|       | Print Name:                     |   |
|            |                                 |  |  |

 

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