exv10w1






Exhibit 10.1




DemandTec, Inc. 2007 Equity Incentive Plan

Notice of Stock Option Grant

For Non-U.S. Optionees



You have been granted the following option to purchase shares of the Common Stock of
DemandTec, Inc. (the “Company”):




	 	 	 	 	 	 	 	 

	 	Name of Optionee:

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 	Total Number of Shares:
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 	Type of option:	 	Nonstatutory Stock Option	 	 
	 	 
	 	 	 	 	 	 
	 	Exercise Price per Share:

	 	$ 	 	 	 	 
	 	 

	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 	Date of Grant:
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 	Vesting Commencement Date:
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 
	 	Vesting Schedule:	 	[This option becomes exercisable with respect to the first 12.5% of the
shares subject to this option when you complete six months of continuous “Service” (as
defined in the Plan) from the Vesting Commencement Date. Thereafter, this option
becomes exercisable with respect to an additional 2.0833% of the shares subject to this
option when you complete each month of Service.]
	 	 
	 	 	 	 	 	 
	 	Expiration Date:	 	          
                 
             . This option expires earlier if your Service terminates
earlier, as described in the Stock Option Agreement.





You and the Company agree that this option is granted under and governed by the terms and
conditions of the 2007 Equity Incentive Plan (the “Plan”), and the Stock Option Agreement for
Non-U.S. Optionees, including any special terms and conditions for your country set forth in the
appendix attached thereto, both of which are attached to and made a part of this document.



You further agree that the Company may deliver by email all documents relating to the Plan or this
option (including, without limitation, prospectuses required by the U.S. Securities and Exchange
Commission) and all other documents that the Company is required to deliver to its security holders
(including, without limitation, annual reports and proxy statements). You also agree that the
Company may deliver these documents by posting them on a web site maintained by the Company or by a
third party under contract with the Company. If the Company posts these documents on a web site,
it will notify you by email.



You further agree to comply with the Company’s Insider Trading Policy when selling shares of the
Company’s Common Stock.




	 	 	 	 	 	 	 	 	 	 	 

	Optionee:	 	 	 	DemandTec, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	General Counsel	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





 









 





DemandTec, Inc. 2007 Equity Incentive Plan




Stock option Agreement



For Non-U.S. Optionees



	 	 	 

	U.S. Tax
Treatment

	 	This option is intended to be a nonstatutory stock option, as
provided in the Notice of Stock Option Grant.
	 
	 	 
	Vesting

	 	This option becomes exercisable in installments, as shown in the
Notice of Stock Option Grant. However, this option will cease to
vest and will in no event become exercisable for additional shares
after your Service has terminated for any reason, as further
described in the Nature of Grant section below.
	 
	 	 
	Term

	 	This option expires in any event at the close of business at
Company headquarters on the day before the 7th
anniversary of the Date of Grant, as shown in the Notice of Stock
Option Grant. (It will expire earlier if your Service terminates,
as described below.)
	 
	 	 
	Regular Termination

	 	If your Service terminates for any reason except death or total and
permanent disability, then this option will expire at the close of
business at Company headquarters on the date three months after
your termination date. The Company determines when your Service
terminates for this purpose, as further described in the Nature of
Grant section below.
	 
	 	 
	Death

	 	If you die before your Service terminates, then this option will
expire at the close of business at Company headquarters on the date
12 months after the date of death.
	 
	 	 
	Disability

	 	If your Service terminates because of your total and permanent
disability, then this option will expire at the close of business
at Company headquarters on the date 12 months after your
termination date.
	 
	 	 
	 

	 	For all purposes under this Agreement, “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. The Company shall have the
exclusive discretion to determine if you have terminated Service
due to “total and permanent disability” for purposes of this
option.
	 
	 	 
	Leaves of Absence
and Part-Time Work

	 	For purposes of this option, your Service does not terminate when
you go on a military leave, a sick leave or another bona fide leave
of absence, if the leave was approved by the Company or one of its
Subsidiaries or Affiliates in writing and/or if continued crediting
of Service is required by the terms of the leave or by applicable
law. But, your Service terminates when the approved leave ends,
unless you immediately return to active Service.






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	 	If you go on a leave of absence, then the vesting schedule
specified in the Notice of Stock Option Grant 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 and if
permissible under local law, then the vesting schedule specified in
the Notice of Stock Option Grant may be adjusted in accordance with
the Company’s part-time work policy or the terms of an agreement
between you and the Company or a Subsidiary or Affiliate pertaining
to your part-time schedule.
	 
	 	 
	Restrictions on
Exercise

	 	The Company will not permit you to exercise this option or will
refuse to issue shares if the issuance of shares at that time would
violate any law or regulation.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this option, you must notify the Company
by filing the proper “Notice of Exercise” form at the address given
on the form. Your notice must specify how many shares you wish to
purchase. Your notice must also specify how your shares should be
registered. The notice will be effective when the Company receives
it.
	 
	 	 
	 

	 	However, if you wish to exercise this option by executing a
same-day sale (as described below), you must follow the
instructions of the Company and the broker who will execute the
sale.
	 
	 	 
	 

	 	If someone else wants to exercise this option after your death,
that person must prove to the Company’s satisfaction that he or she
is entitled to do so.
	 
	 	 
	Form of Payment

	 	When you submit your notice of exercise, you must include payment
of the option exercise price for the shares that you are
purchasing. To the extent permitted by applicable law, payment may
be made in one or, if permitted by the Company, a combination of
the following forms (unless provided otherwise in the Appendix):







	 	•	 	By delivering to the Company your personal check, a
cashier’s check or a money order.
	 
	 	•	 	If permitted by the Company, by giving to a securities
broker approved by the Company irrevocable directions to sell all
or part of your option shares and to deliver to the Company from
the sale proceeds an amount sufficient to pay the option exercise
price and any applicable Tax-Related Items (as defined below). The
balance of the sale proceeds, if any, will be delivered to you.
The directions must be given in accordance with the instructions of
the Company and the broker. This exercise method is sometimes
called a “same-day sale.”





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	Responsibility for
Taxes

	 	Regardless of any action the Company or your employer (the
“Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax related
items related to your participation in the Plan and legally
applicable to you (“Tax-Related Items”), you acknowledge that the
ultimate liability for all Tax-Related Items is and remains your
responsibility and may exceed the amount actually withheld by the
Company or the Employer. You further acknowledge that the Company
and/or the Employer (i) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with
any aspect of the option, including, but not limited to, the grant,
vesting or exercise of the option, the subsequent sale of shares
acquired pursuant to such exercise and the receipt of any
dividends; and (ii) do not commit to and are under no obligation to
structure the terms of the grant or any aspect of the option to
reduce or eliminate your liability for Tax-Related Items or achieve
any particular tax result. Further, if you have become subject to
tax in more than one jurisdiction between the Date of Grant and the
date of any relevant taxable or tax withholding event, as
applicable, you acknowledge that the Company and/or the Employer
(or former employer, as applicable) may be required to withhold or
account for Tax-Related Items in more than one jurisdiction.
	 
	 	 
	 

	 	Prior to the relevant taxable or tax withholding event, as
applicable, you will pay or make adequate arrangements satisfactory
to the Company and/or the Employer to satisfy all Tax-Related
Items. In this regard, you authorize the Company and/or the
Employer, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one
or a combination of the following: (i) withholding from your wages
or other cash compensation paid to you by the Company and/or the
Employer; or (ii) withholding from proceeds of the sale of shares
acquired at exercise of the option either through a voluntary sale
or through a mandatory sale arranged by the Company (on your behalf
pursuant to this authorization); or (iii) withholding in shares to
be issued at exercise of the option.
	 
	 	 
	 

	 	To avoid any negative accounting treatment, the Company may
withhold or account for Tax-Related Items by considering applicable
minimum statutory withholding amounts or other applicable
withholding rates. If the obligation for Tax-Related Items is
satisfied by withholding in shares, for tax purposes, you are
deemed to have been issued the full number of shares subject to the
exercised options, notwithstanding that a number of the shares are
held back solely for the purpose of paying the Tax-Related Items
due as a result of any aspect of your participation in the Plan.
	 
	 	 
	 

	 	Finally, you shall pay to the Company or the Employer any amount of
Tax-Related Items that the Company or the Employer may be required
to withhold or account for as a result of your participation in the
Plan that cannot be satisfied by the means previously described.
The Company may refuse to issue or deliver the shares or the
proceeds of the sale of shares, if you fail to comply with your
obligations in connection with the Tax-Related Items.
	 
	 	 
	Restrictions on
Resale

	 	You agree not to sell any option 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.
	 
	 	 
	Transfer of option

	 	Prior to your death, only you may exercise this option. You cannot
transfer or assign this option. For instance, you may not sell
this option or use it as security for a loan. If you attempt to do
any of these things, this option will immediately become invalid.
The option may, however, be transferred upon your death to your
heirs in accordance with the applicable laws of descent and
distribution.






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	Nature of Grant

	 	In accepting the option, you acknowledge, understand and agree that:







	 	•	 	the Plan is established voluntarily by the Company, it is
discretionary in nature, and may be amended, suspended or
terminated by the Company at any time;
	 
	 	•	 	the grant of the option is voluntary and occasional and
does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options, even if options
have been granted repeatedly in the past;
	 
	 	•	 	all decisions with respect to future option grants, if any,
will be at the sole discretion of the Company;
	 
	 	•	 	your participation in the Plan shall not create a right to
further employment with the Employer and shall not interfere with
the ability of the Employer to terminate your Service relationship
(if any) at any time;
	 
	 	•	 	you are voluntarily participating in the Plan;
	 
	 	•	 	the option and any shares acquired under the Plan are
extraordinary items that do not constitute compensation of any kind
for services of any kind rendered to the Company or the Employer,
and which are outside the scope of your Service contract, if any;
	 
	 	•	 	the option and any shares acquired under the Plan are not
intended to replace any pension rights or compensation;
	 
	 	•	 	the option and any shares acquired under the Plan are not
part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance,
resignation, termination, redundancy, dismissal, end of service
payments, bonuses, long-service awards, pension or retirement or
welfare benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past
services for the Company, the Employer or any Subsidiary or
Affiliate;
	 
	 	•	 	the option grant and your participation in the Plan will
not be interpreted to form an employment or service contract or
relationship with the Company or any Subsidiary or Affiliate;
	 
	 	•	 	the future value of the shares underlying the option is
unknown and cannot be predicted with certainty;
	 
	 	•	 	if the underlying shares do not increase in value, the
option will have no value;
	 
	 	•	 	if you exercise the option and acquire shares, the value of
such shares may increase or decrease in value, even below the
option exercise price;




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	 	•	 	no claim or entitlement to compensation or damages shall
arise from forfeiture of the option resulting from termination of
your Service by the Company or the Employer (for any reason
whatsoever and whether or not in breach of local labor laws) and in
consideration of the grant of the option to which you are otherwise
not entitled, you irrevocably agree never to institute any claim
against the Company or the Employer, waive your ability, if any, to
bring any such claim, and release the Company and the Employer from
any such claim; if, notwithstanding the foregoing, any such claim
is allowed by a court of competent jurisdiction, then, by
participating in the Plan, you shall be deemed irrevocably to have
agreed not to pursue such claim and agree to execute any and all
documents necessary to request dismissal or withdrawal of such
claims; and
	 
	 	•	 	in the event of termination of your Service (whether or not
in breach of local labor laws) your right to vest in the option
under the Plan, if any, will terminate effective as of the date
that you are no longer actively employed and will not be extended
by any notice period mandated under local law (e.g., active
employment would not include a period of “garden leave” or similar
period pursuant to local law); furthermore, in the event of
termination of your Service (whether or not in breach of local
labor laws), your right to exercise the option after termination of
Service, if any, will be measured by the date of termination of
your active Service and will not be extended by any notice period
mandated under local law; the Company shall have the exclusive
discretion to determine when you are no longer actively providing
Services for purposes of your option grant.





	 	 	 

	No Advice Regarding
Grant

	 	The Company is not providing any tax, legal or financial advice,
nor is the Company making any recommendations regarding your
participation in the Plan, or your acquisition or sale of the
underlying shares. You are hereby advised to consult with your own
personal tax, legal and financial advisors regarding your
participation in the Plan before taking any action related to the
Plan.
	 
	 	 
	Data Privacy

	 	You hereby explicitly and unambiguously consent to the collection,
use and transfer, in electronic or other form, of your personal
data as described in this Agreement and any other option grant
materials by and among, as applicable, the Employer, the Company
and its Subsidiaries or Affiliates for the exclusive purpose of
implementing, administering and managing your participation in the
Plan.
	 
	 	 
	 

	 	You understand that the Company and the Employer may hold certain
personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social
insurance number or other identification number, salary,
nationality, job title, any shares or directorships held in the
Company, details of all options or any other entitlement to shares
awarded, canceled, exercised, vested, unvested or outstanding in
your favor, for the exclusive purpose of implementing,
administering and managing the Plan (“Data”).






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	 	You understand that Data will be transferred to the Company’s
designated Plan broker or such other stock plan service provider as
may be selected by the Company in the future, which is assisting
the Company with the implementation, administration and management
of the Plan. You understand that the recipients of the Data may be
located in the United States or elsewhere, and that the recipient’s
country (e.g., the United States) may have different data privacy
laws and protections than your country. You understand that you
may request a list with the names and addresses of any potential
recipients of the Data by contacting your local human resources
representative. You authorize the Company, the designated Plan
broker and any other possible recipients which may assist the
Company (presently or in the future) with implementing,
administering and managing the Plan to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the
sole purposes of implementing, administering and managing your
participation in the Plan. You understand that Data will be held
only as long as is necessary to implement, administer and manage
your participation in the Plan. You understand that you may, at
any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to
Data or refuse or withdraw the consents herein, in any case without
cost, by contacting in writing your local human resources
representative. You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in
the Plan. For more information on the consequences of your refusal
to consent or withdrawal of consent, you understand that you may
contact your local human resources representative.
	 
	 	 
	Stockholder Rights

	 	You, or your estate or heirs, have no rights as a stockholder of
the Company until you have exercised this option by giving the
required notice to the Company and paying the exercise price. No
adjustments will be made for dividends or other rights if the
applicable record date occurs before you exercise this option.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend or a similar change
in Company stock, the number of shares covered by this option and
the exercise price per share will be adjusted pursuant to the Plan.
	 
	 	 
	Applicable Law and
Venue

	 	This Agreement will be interpreted and enforced under the laws of
the State of Delaware (without regard to their choice-of-law
provisions).
	 
	 	 
	 

	 	For purposes of litigating any dispute that arises directly or
indirectly from the relationship of the parties evidenced by this
grant or the Agreement, the parties hereby submit to and consent to
the exclusive jurisdiction of the State of California and agree
that such litigation shall be conducted only in the courts of San
Mateo, California, or the federal courts for the United States for
the Northern District of California, and no other courts, where
this grant is made and/or to be performed.
	 
	 	 
	Electronic Delivery

	 	The Company may, in its sole discretion, decide to deliver any
documents related to current or future participation in the Plan by
electronic means. You hereby consent to receive such documents by
electronic delivery and agree to participate in the Plan through an
on-line or electronic system established and maintained by the
Company or a third party designated by the Company.






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	Language

	 	If you have received this Agreement, or any other document related
to the option and/or the Plan translated into a language other than
English and if the meaning of the translated version is different
than the English version, the English version will control.
	 
	 	 
	Severability

	 	The provisions of this Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
	 
	 	 
	The Plan and Other
Agreements

	 	The text of the Plan is incorporated in this Agreement by
reference. This Agreement (including the Appendix) and the Plan
constitute the entire understanding between you and the Company
regarding this option. Any prior agreements, commitments or
negotiations concerning this option are superseded. This Agreement
may be amended only by another written agreement between the
parties.
	 
	 	 
	Appendix

	 	Notwithstanding any provision in this Agreement, the option grant
shall be subject to any special terms and conditions set forth in
any Appendix to this Agreement for your country. Moreover, if you
relocate to one of the countries included in the Appendix, the
special terms and conditions for such country will apply to you, to
the extent the Company determines that the application of such
terms and conditions is necessary or advisable in order to comply
with local law or facilitate the administration of the Plan. The
Appendix constitutes part of this Agreement.
	 
	 	 
	Imposition of Other
Requirements

	 	The Company reserves the right to impose other requirements on your
participation in the Plan, on the option and on any shares
purchased upon exercise of the option, to the extent the Company
determines it is necessary or advisable in order to comply with
local law or facilitate the administration of the Plan, and to
require you to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.






By signing the Notice of Stock Option Grant, you agree to all of the

terms and conditions described in the Agreement and in the Plan.




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Appendix to the




DemandTec, Inc. 2007 Equity Incentive Plan



Stock Option Agreement



For Non-U.S. Optionees


This Appendix to the Stock Option Agreement for Non-U.S. Optionees (the “Agreement”) includes
additional terms and conditions that govern the grant of the option in your country. Capitalized
terms not explicitly defined in this Appendix have the definitions ascribed to them in the
DemandTec, Inc. 2007 Equity Incentive Plan (the “Plan”) and/or the Agreement, as applicable.



This Appendix also includes information regarding exchange controls and certain other issues of
which you should be aware with respect to your participation in the Plan. The information is based
on the securities, exchange control and other laws in effect in the respective countries as of
November 2010. Such laws are often complex and change frequently. As a result, the Company
strongly recommends that you not rely on the information noted herein as the only source of
information relating to the consequences of your participation in the Plan because the information
may be out of date at vesting of the option, the exercise of the option or the subsequent sale of
shares or the receipt of any dividends.



In addition, the information is general in nature and may not apply to your particular situation,
and the Company is not in a position to assure you of any particular result. Accordingly, you are
advised to seek appropriate professional advice as to how the relevant laws in your country may
apply to your situation.



Finally, if you are a citizen or resident of a country other than the one in which the you are
currently working, transfer employment to another country after the option is granted, or are
considered a resident of another country for local law purposes, the information contained herein
may not be applicable to you.




INDIA




Terms and Conditions



Payment of Exercise Price. The following provision supplements the Form of Payment section of the
Agreement:



Due to regulatory requirements, you understand that you may not pay the exercise price by a
“sell-to-cover” exercise (i.e., where enough shares subject to the exercised option will be sold
immediately upon exercise and the proceeds from the sale will be remitted to the Company to cover
the exercise price for the purchased shares and any Tax-Related Items). The Company reserves the
right to permit this method of payment depending upon the development of local law.




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Notifications



Exchange Control Information. You understand and acknowledge that you must repatriate any proceeds
from the sale of shares acquired under the Plan to India and convert the proceeds into local
currency within 90 days of receipt. You will receive a foreign inward remittance certificate
(“FIRC”) from the bank where you deposit the foreign currency. You should maintain the FIRC as
evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer
requests proof of repatriation. It is your responsibility to comply with applicable exchange
control laws in India.





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