Exhibit 10.1


 


September 3,
2008


 


Marcus
A. Bragg


c/o
RightNow Technologies, Inc.


1800
Gateway Drive, Suite 160


San
Mateo, CA  94404


 


Dear
Marcus,


 


I
am 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, Chief
Operating Officer.  This letter replaces
any previous offer letter from the Company.


 


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


 


Your
position will meet the requirements of SEC Rule 16a-1, and accordingly you
will 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 (“Executive
Officer”).  As an Executive Officer,
there will be additional SEC reporting requirements that pertain to your
employment and remuneration.  You are
herewith provided with a copy of the Company’s s16 Manual, which you should
carefully review.


 


In
addition, the Company has adopted a policy of indemnifying its Executive
Officers and directors for certain types of liabilities.  In this regard, I enclose a copy of our
standard indemnification agreement for your review and signature.


 


Termination
of Employment:  You will
receive the following benefits if your employment with the Company (or any
successor company or affiliated entity with which you are then employed) is
terminated by the Company or such other employer without Cause:


 


(i)                                     acceleration of
12.5% of your then unvested stock options in connection with the attendant
stock 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 agreement
that is executed by you and the Company; and


 


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


 


Termination
of 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 the
Company (or any successor company or affiliated entity with which you are then
employed) is terminated by the


 


 

















 


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


 


(i)                                     acceleration of
100% of your then unvested stock options in connection with the attendant stock
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 agreement that is
executed by you and the Company; and


 


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


 


The
above-listed termination benefits will apply to your approved option grant and
all option grants in the future. Any capitalized terms in this letter shall
have 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 indicate
your acceptance and return a copy to Vicki Pollington.


 


2.               Return a copy of the signed
Indemnification Agreement to Vicki Pollington.


 


3.               Retain one copy of each
document for your records.


 


We
look forward to working with you in your new position.


 


RIGHTNOW
TECHNOLOGIES, 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” shall
mean a change in ownership or control of the Company effected through any of
the following transactions:


 


1.               merger, consolidation or other reorganization
unless securities representing more than 50% of the total combined voting power
of the voting securities of the successor corporation are immediately
thereafter beneficially owned, directly or indirectly and in substantially the
same proportion, by the persons who beneficially owned the Company’s
outstanding voting securities immediately prior to such transaction;


 


2.               the sale, transfer or 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 than the Company or
a person that directly or indirectly controls, is controlled by, or is under
common control with, the Company), of beneficial ownership (within the meaning
of Rule 13d-3 of the Exchange Act) of securities possessing more than 50%
of the total combined voting power of the Company’s outstanding securities
pursuant to a tender or exchange offer made directly to the Company’s
stockholders; or


 


4.               a change in the composition
of the Board of Directors over a period of 36 consecutive months or less such
that a majority of the directors ceases, by reason of one or more contested
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 by at
least a majority of the directors described in clause (i) who were still
in office at the time the Board of Directors approved such election or nomination.


 


Following
a Change in Control, “Company” shall refer to the successor corporation in the
transaction.


 


Termination of employment
for “Cause” shall mean termination by the Company of your employment based upon
(i) the willful and continued failure by you substantially to perform your
duties and obligations (other than any such failure resulting from your
incapacity due to physical or mental illness or any such actual or anticipated
failure resulting from your termination for “Good Reason” as defined below), (ii) your
conviction or plea bargain in connection with the commission or alleged
commission of any felony or gross misdemeanor involving moral turpitude, fraud
or misappropriation of funds, or (iii) your willful 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 or failure to act on your part
shall be 


 


 


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


 


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


 


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


 


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


 


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


 


 


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