exv10w1





Exhibit 10.1









Human Resources

Direct 866.292.2098

HR@rightnow.com



October 10, 2010




Wayne Huyard

RightNow Technologies



Dear Wayne,



Subject to approval by the RightNow Board of Directors, I am pleased to offer you a new position
with RightNow Technologies (“RightNow”) as President and Chief Operating Officer located in
Bozeman, MT. If you accept this offer, you will continue to report to Greg Gianforte, Chief
Executive Officer. Your start date will be October 8, 2010. This letter replaces any previous
offer letter from the Company, including your offer letter dated June 8, 2010.



Your On Target Earnings (OTE) will be $540,000, consisting of a base salary of $305,000 per year
with an on-target bonus potential of $235,000 per annum.



In addition, you will receive options to purchase 100,000 shares of RightNow common stock, which
will vest over four years and be governed by the terms of the stock option agreement.



Any capitalized terms in this letter shall have the same meaning as in the attachment to this
letter.



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
all 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).




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
all 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)




If this offer meets with your approval, please sign your acceptance and return to Tory Atkins in
Human Resources.



Sincerely,




	 	 	 

	 
	 

	 	 
	Greg Gianforte

	 	Wayne Huyard
	Chief Executive Officer
	 	 











 









 










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 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.