Exhibit 10.4
 DemandTec, Inc. 2007 Equity Incentive Plan:  Notice of Stock Unit Award  (2010 Performance Stock Units)
  Name of Recipient:
    
    «Name»Total Number of Units Granted:
    
    «TotalUnits»Date of Grant:
    
    «DateGrant»
    Recipient:
    
    DemandTec, Inc.By:Title:Date:




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DemandTec, Inc. 2007 Equity Incentive Plan:
 Stock Unit Agreement
 Payment for Units
    
    No payment is required for the units that you are receiving.Vesting
    
    The units will vest after both the performance-based vesting
conditions and the service-based vesting conditions applicable to
the units are satisfied, as described below. In addition, all
units will immediately vest if any of the following events occurs
after the performance-based vesting conditions applicable to those
units have been satisfied:     Your Service (as defined in the Plan) terminates because of
your Total and Permanent Disability (as defined below),     Your Service terminates because of your death, or     The Company is subject to a Change in Control (as defined
in the Plan) before your Service terminates.All units will vest in full, whether or not the performance-based
vesting conditions are satisfied, if (a) the Company is subject to
a Change in Control before your Service terminates and (b) the
Companys successor corporation does not either assume the units or
replace them with equivalent time-based awards that will vest
solely on the basis of your Service. The Committee (as defined in
the Plan) will determine if the preceding sentence applies.[Add if applicable:] In addition, whether or not the
performance-based vesting conditions are satisfied, [50%][all]of
your remaining unvested units will immediately vest if:     The Company is subject to a Change in Control before your
Service terminates, and     Within 12 months after the Change in Control, either
(a) your Service is terminated by the Company without Cause or
(b) you resign from your Service for Good Reason. (Cause and
Good Reason are defined below.)No additional units will vest after your Service has terminated for
any reason.




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Performance-Based 
     Vesting Conditions
    
    50% of the units will vest on the basis of Revenue (as defined
below) for fiscal year 2010, as calculated pursuant to the schedule
approved by the Committee on May 6, 2009 (as contained in the
minutes to such meeting) and communicated to you orally by Company
management.50% of the units will vest on the basis of Free Cash Flow (as
defined below) for fiscal year 2010, as calculated pursuant to the
schedule approved by the Committee on May 6, 2009 (as contained in
the minutes to such meeting) and communicated to you orally by
Company management.Committee
Certification
    
    The performance-based vesting conditions will not be deemed to be
satisfied unless and until the Committee certifies in writing that
they are satisfied. (Minutes of a Committee meeting constitute
written certification.)Service-Based
Vesting      Conditions
    
    The first 50% of the units for which the performance-based vesting
conditions have been satisfied will vest on July 15, 2010, provided
that your Service is continuous until that date. The remaining 50%
of the units for which the performance-based vesting conditions
have been satisfied will vest on April 15, 2011, provided that your
Service is continuous until that date.Overall Limit
    
    The aggregate number of units included in your award that vest will
in no event exceed the number of units originally included in your
award.Adjustments
    
    The Committee, as its sole discretion, may make appropriate
adjustments in the performance-based vesting conditions set forth
above in order to account for extraordinary events, including
(without limitation) acquisitions and other corporate or financial
events.Leaves of Absence
and      Part-Time Work
    
    For purposes of this award, your Service does not terminate when
you go on a military leave, a sick leave or another bona fideleave
of absence, if the leave was approved by the Company in writing and
if continued crediting of Service is required by applicable law,
the Companys leave of absence policy or the terms of your leave.
But your Service terminates when the approved leave ends, unless
you immediately return to active work.If you go on a leave of absence, then the vesting schedules
specified above may be adjusted in accordance with the Companys
leave of absence policy or the terms of your leave. If you
commence working on a part-time basis, then the vesting schedules
specified above may be adjusted in accordance with the Companys
part-time work policy or the terms of an agreement between you and
the Company pertaining to your part-time schedule.
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Settlement of Units
    
    Each unit will be settled on the first Permissible Trading Day (as
defined below) that occurs on or after the day when the unit vests.
However, regardless of whether or not a Permissible Trading Day
has occurred, each unit must be settled not later than the later of
(a) the March 15 of the calendar year after the calendar year in
which the unit vests or (b) the May 15 of the Companys fiscal year
after the fiscal year in which the unit vests.At the time of settlement, you will receive one share of the
Companys Common Stock for each vested unit. But the Company, at
its sole discretion, may substitute an equivalent amount of cash if
the distribution of stock is not reasonably practicable due to the
requirements of applicable law. The amount of cash will be
determined on the basis of the market value of the Companys Common
Stock at the time of settlement.Section 409A
    
    This paragraph applies only if the Company determines that you are
a specified employee, as defined in the regulations under
Section 409A of the Internal Revenue Code of 1986, as amended (the
Code), at the time of your separation from service, as defined
in those regulations. If this paragraph applies, then any units
that otherwise would have been settled during the first six months
following your separation from service will instead be settled
during the seventh month following your separation from service,
unless the settlement of those units is exempt from Section 409A of
the Code.Nature of Units
    
    Your units are mere bookkeeping entries. They represent only the
Companys unfunded and unsecured promise to issue shares of Common
Stock (or distribute cash) on a future date. As a holder of units,
you have no rights other than the rights of a general creditor of
the Company.No Voting Rights or
Dividends
    
    Your units carry neither voting rights nor rights to cash
dividends. You have no rights as a stockholder of the Company
unless and until your units are settled by issuing shares of the
Companys Common Stock.Units
Nontransferable
    
    You may not sell, transfer, assign, pledge or otherwise dispose of
any units. For instance, you may not use your units as security
for a loan.
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Withholding Taxes
    
    No stock certificates or cash will be distributed to you unless you
have made arrangements satisfactory to the Company for the payment
of any withholding taxes that are due as a result of the vesting or
settlement of this award. These arrangements include payment in
cash. With the Companys consent, these arrangements may also
include (a) payment from the proceeds of the sale of shares through
a Company-approved broker, (b) withholding shares of Company stock
that otherwise would be issued to you when the units are settled,
(c) surrendering shares that you previously acquired or
(d) withholding cash from other compensation. The fair market
value of withheld or surrendered shares, determined as of the date
when taxes otherwise would have been withheld in cash, will be
applied to the withholding taxes.Restrictions on
Resale
    
    You agree not to sell any shares at a time when applicable laws,
Company policies or an agreement between the Company and its
underwriters prohibit a sale. This restriction will apply as long
as your Service continues and for such period of time after the
termination of your Service as the Company may specify.Employment at Will
    
    Your award or this Agreement does not give you the right to be
retained by the Company or a subsidiary of the Company in any
capacity. The Company and its subsidiaries reserve the right to
terminate your Service at any time, with or without cause.Adjustments
    
    In the event of a stock split, a stock dividend or a similar change
in Company stock, the number of your units will be adjusted
accordingly, as the Company may determine pursuant to the Plan.Effect of Merger
    
    If the Company is a party to a merger, consolidation or
reorganization, then your units will be subject to Section 10.3 of
the Plan, provided that any action taken must either (a) preserve
the exemption of your units from Section 409A of the Code or
(b) comply with Section 409A of the Code.Beneficiary
Designation
    
    You may dispose of your units in a written beneficiary designation.
A beneficiary designation must be filed with the Company on the
proper form. It will be recognized only if it has been received at
the Companys headquarters before your death. If you file no
beneficiary designation or if none of your designated beneficiaries
survives you, then your estate will receive any vested units that
have not been settled before your death and any units that vest as
a result of your death.Applicable Law
    
    This Agreement will be interpreted and enforced under the laws of
the State of Delaware (without regard to their choice-of-law
provisions).
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The
Plan and Other
     Agreements
    
    The text of the Plan is incorporated in this Agreement by reference.
The Plan, this Agreement and the Notice of Stock Unit Award
constitute the entire understanding between you and the Company
regarding this award. Any prior agreements, commitments or
negotiations concerning this award are superseded. This Agreement
may be amended only by another written agreement between the
parties.Definitions:[Add if applicable:]
Cause
    
    Cause means (a) any breach of the Proprietary Information and
Inventions Agreement between you and the Company, (b) your
conviction of, or plea of guilty or no contest to, a felony
under the laws of the United States or any crime involving moral
turpitude, (c) your participation in any fraud against the Company
or (d) your intentional damage to any material property of the
Company or other gross misconduct.Free Cash Flow
    
    Free Cash Flow is a non-GAAP measure which means cash flow from
operations less cash invested in capital expenditures.[Add if applicable:]
Good Reason
    
    Good Reason means that you resign from your Service after one of
the following conditions comes into existence without your consent:     A material diminution of your base compensation,     A material diminution of your authority, duties or
responsibilities, or     A material change in the geographic location at which you
must perform your Service for the Company.A condition will not be considered Good Reason unless (a) you
give the Company written notice of the condition within 90 days
after the condition comes into existence and (b) the Company fails
to remedy the condition within 30 days after receiving your written
notice.In order to qualify as a resignation for Good Reason, your
resignation must occur within 12 months after one of the conditions
listed above comes into existence (but in any event within 12
months after the Change in Control).Permissible Trading
Day
    
    Permissible Trading Day means a day that satisfies each of the
following requirements:     The Nasdaq Global Market is open for trading on that day,
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     You are permitted to sell shares of the Companys Common
Stock on that day without incurring liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended,     Either (a) you are not in possession of material non-public
information that would make it illegal for you to sell shares of
the Companys Common Stock on that day under Rule 10b-5 of the
Securities and Exchange Commission or (b) Rule 10b5-1 of the
Securities and Exchange Commission is applicable,     Under the Companys written Insider Trading Policy, you are
permitted to sell shares of the Companys Common Stock on that day,
and     You are not prohibited from selling shares of the Companys
Common Stock on that day by a written agreement between you and the
Company or a third party.Revenue
    
    Revenue means revenue determined under GAAP.Total and Permanent
Disability
    
    Total and Permanent Disability means that you are unable to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or which has lasted, or can be expected
to last, for a continuous period of not less than one year.
 By signing the cover sheet of this Agreement, you agree to all of the  terms and conditions described above and in the Plan.
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