exv10w4



 




Exhibit
10.4



DemandTec, Inc.




2007 Employee Stock Purchase Plan




(As
Adopted Effective May 22, 2007)














 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. PURPOSE OF THE PLAN
	 	 	1	 
	 
	 	 	 	 
	SECTION 2. ADMINISTRATION OF THE PLAN
	 	 	1	 
	(a) Committee Composition
	 	 	1	 
	(b) Committee Responsibilities
	 	 	1	 
	 
	 	 	 	 
	SECTION 3. STOCK OFFERED UNDER THE PLAN
	 	 	1	 
	(a) Authorized Shares
	 	 	1	 
	(b) Anti-Dilution Adjustments
	 	 	1	 
	(c) Reorganizations
	 	 	2	 
	 
	 	 	 	 
	SECTION 4. ENROLLMENT AND PARTICIPATION
	 	 	2	 
	(a) Offering Periods
	 	 	2	 
	(c) Enrollment at IPO
	 	 	2	 
	(c) Enrollment After IPO
	 	 	2	 
	(d) Duration of Participation
	 	 	2	 
	 
	 	 	 	 
	SECTION 5. EMPLOYEE CONTRIBUTIONS
	 	 	3	 
	(a) Commencement of Payroll Deductions
	 	 	3	 
	(b) Amount of Payroll Deductions
	 	 	3	 
	(c) Reducing Withholding Rate or Discontinuing Payroll Deductions
	 	 	3	 
	(d) Increasing Withholding Rate
	 	 	3	 
	 
	 	 	 	 
	SECTION 6. WITHDRAWAL FROM THE PLAN
	 	 	3	 
	(a) Withdrawal
	 	 	3	 
	(b) Re-Enrollment After Withdrawal
	 	 	4	 
	 
	 	 	 	 
	SECTION 7. CHANGE IN EMPLOYMENT STATUS
	 	 	4	 
	(a) Termination of Employment
	 	 	4	 
	(b) Leave of Absence
	 	 	4	 
	(c) Death
	 	 	4	 
	 
	 	 	 	 
	SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES
	 	 	4	 
	(a) Plan Accounts
	 	 	4	 
	(b) Purchase Price
	 	 	4	 
	(c) Number of Shares Purchased
	 	 	5	 
	(d) Available Shares Insufficient
	 	 	5	 
	(e) Issuance of Stock
	 	 	5	 
	(f) Tax Withholding
	 	 	5	 
	(g) Unused Cash Balances
	 	 	5	 
	(h) Stockholder Approval
	 	 	5	 






i









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 9. LIMITATIONS ON STOCK OWNERSHIP
	 	 	6	 
	(a) Five Percent Limit
	 	 	6	 
	(b) Dollar Limit
	 	 	6	 
	 
	 	 	 	 
	SECTION 10. RIGHTS NOT TRANSFERABLE
	 	 	7	 
	 
	 	 	 	 
	SECTION 11. NO RIGHTS AS AN EMPLOYEE
	 	 	7	 
	 
	 	 	 	 
	SECTION 12. NO RIGHTS AS A STOCKHOLDER
	 	 	7	 
	 
	 	 	 	 
	SECTION 13. SECURITIES LAW REQUIREMENTS.
	 	 	7	 
	 
	 	 	 	 
	SECTION 14. AMENDMENT OR DISCONTINUANCE
	 	 	7	 
	(b) General Rule
	 	 	7	 
	(b) Impact on Purchase Price
	 	 	7	 
	 
	 	 	 	 
	SECTION 15. DEFINITIONS
	 	 	8	 
	(a) Board
	 	 	8	 
	(b) Code
	 	 	8	 
	(c) Committee
	 	 	8	 
	(d) Company
	 	 	8	 
	(e) Compensation
	 	 	8	 
	(f) Corporate Reorganization
	 	 	8	 
	(g) Eligible Employee
	 	 	8	 
	(h) Exchange Act
	 	 	9	 
	(i) Fair Market Value
	 	 	9	 
	(j) IPO
	 	 	9	 
	(k) IPO Date
	 	 	9	 
	(l) Offering Period
	 	 	9	 
	(m) Participant
	 	 	9	 
	(n) Participating Company
	 	 	9	 
	(o) Plan
	 	 	9	 
	(p) Plan Account
	 	 	9	 
	(q) Purchase Price
	 	 	9	 
	(r) Stock
	 	 	9	 
	(s) Subsidiary
	 	 	10	 
	 
	 	 	 	 
	SECTION 16. EXECUTION
	 	 	10	 







ii









 








DemandTec, Inc.




2007 Employee Stock Purchase Plan




SECTION 1. PURPOSE OF THE PLAN.




          The Board adopted the Plan effective as of the IPO Date. The purpose of the Plan is to
provide Eligible Employees with an opportunity to increase their proprietary interest in the
success of the Company by purchasing Stock from the Company on favorable terms and to pay for such
purchases through payroll deductions. The Plan is intended to qualify for favorable tax treatment
under section 423 of the Code.




SECTION 2. ADMINISTRATION OF THE PLAN.




          (a) Committee Composition. The Committee shall administer the Plan. The Committee shall
consist exclusively of one or more members of the Board, who shall be appointed by the Board.




          (b) Committee Responsibilities. The Committee shall interpret the Plan and make all other
policy decisions relating to the operation of the Plan. The Committee may adopt such rules,
guidelines and forms as it deems appropriate to implement the Plan. The Committee’s determinations
under the Plan shall be final and binding on all persons.




SECTION 3. STOCK OFFERED UNDER THE PLAN.




          (a) Authorized Shares. The number of shares of Stock available for purchase under the Plan
shall be 1,000,000 (subject to adjustment pursuant to Subsection
(b) below). On January 1 of each
year, commencing with January 1, 2008, the aggregate number of shares of Stock available for
purchase during the life of the Plan shall automatically increase by a number equal to the lowest
of:





          (i) 1% of the total number of Common Shares then outstanding;




          (ii) 750,000 Common Shares (subject to adjustment pursuant to Subsection (b)
below); or




          (iii) The number determined by the Board.



          (b) Anti-Dilution Adjustments. The aggregate number of shares of Stock offered under the
Plan, the number of shares of Stock set forth in Subsection (a)(ii) above, the 1,000-share
limitation described in Section 8(c) and the price of shares that any Participant has elected to
purchase shall be adjusted proportionately for any increase or decrease in the number of
outstanding shares of Stock resulting from a subdivision or consolidation of shares or the














 







payment
of a stock dividend, any other increase or decrease in such shares effected without receipt or
payment of consideration by the Company, the distribution of the shares of a Subsidiary to the
Company’s stockholders, or a similar event.




          (c) Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to
the effective time of a Corporate Reorganization, the Offering Period then in progress shall
terminate and shares shall be purchased pursuant to Section 8, unless the Plan is continued or
assumed by the surviving corporation or its parent corporation. The Plan shall in no event be
construed to restrict in any way the Company’s right to undertake a dissolution, liquidation,
merger, consolidation or other reorganization.




SECTION 4. ENROLLMENT AND PARTICIPATION.




          (a) Offering Periods. While the Plan is in effect, two Offering Periods shall commence in
each calendar year. The Offering Periods shall consist of the six-month periods commencing on each
                     1 and                      1, except that:





          (i) The first Offering Period under the Plan shall commence on the IPO Date and
shall end on                      ___, 2008; and




          (ii) The Committee may determine that the first Offering Period applicable to
the Eligible Employees of a new Participating Company shall commence on any date
specified by the Committee, provided that an Offering Period shall in no event be
longer than 27 months.



          (b) Enrollment at IPO. Each individual who, on the IPO Date, qualifies as an Eligible
Employee shall automatically become a Participant on such day. Each Participant who was
automatically enrolled on the IPO Date shall file the prescribed enrollment form with the Company.
The enrollment form shall be filed at the prescribed location within 10 business days after the
Company filed a registration statement on Form S-8 for the shares of Stock offered under the Plan.
If a Participant who was automatically enrolled on the IPO Date fails to file such form in a timely
manner, then such Participant shall be deemed to have withdrawn from the Plan under Section 6(a).
A former Participant who is deemed to have withdrawn from the Plan shall not be a Participant until
he or she re-enrolls in the Plan under Subsection (c) below. Re-enrollment may be effective only
at the commencement of an Offering Period.




          (c) Enrollment After IPO. In the case of any individual who qualifies as an Eligible Employee
on the first day of any Offering Period other than the first Offering Period, he or she may elect
to become a Participant on such
day by filing the prescribed enrollment form with the Company. The enrollment form shall be
filed at the prescribed location at least two business days prior to such day.




          (d) Duration of Participation. Once enrolled in the Plan, a Participant shall continue to
participate in the Plan until he or she:





          (i) Reaches the end of the Offering Period in which his or her employee
contributions were discontinued under Section 5(c) or 9(b);



2









 






          (ii) Is deemed to withdraw from the Plan under Subsection (b) above;




          (iii) Withdraws from the Plan under Section 6(a); or




          (iv) Ceases to be an Eligible Employee.


A Participant whose employee contributions were discontinued automatically under Section 9(b) shall
automatically resume participation at the beginning of the earliest Offering Period ending in the
next calendar year, if he or she then is an Eligible Employee. In all other cases, a former
Participant may again become a Participant, if he or she then is an Eligible Employee, by following
the procedure described in Subsection (c) above.




SECTION 5. EMPLOYEE CONTRIBUTIONS.




          (a) Commencement of Payroll Deductions. A Participant may purchase shares of Stock under the
Plan solely by means of payroll deductions. Payroll deductions shall commence as soon as
reasonably practicable after the Company has received the prescribed enrollment form.




          (b) Amount of Payroll Deductions. An Eligible Employee shall designate on the prescribed
enrollment form the portion of his or her Compensation that he or she elects to have withheld for
the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s
Compensation, but not less than 1% nor more than 15%.




          (c) Reducing Withholding Rate or Discontinuing Payroll Deductions. If a Participant wishes to
reduce his or her rate of payroll withholding, such Participant may do so by filing a new
enrollment form with the Company at the prescribed location at any time. The new withholding rate
shall be effective as soon as reasonably practicable after the Company has received such form. The
new withholding rate may be 0% or any whole percentage of the Participant’s Compensation, but not
more than his or her old withholding rate. No Participant shall make more than two elections under
this Subsection (c) during any Offering Period. (In addition, employee contributions may be
discontinued automatically pursuant to Section 9(b).)




          (d) Increasing Withholding Rate. If a Participant wishes to increase his or her rate of
payroll withholding, such Participant may do so by filing a new enrollment form with the Company at
the prescribed location at any time. The new withholding rate may be effective on the first day of
any Offering Period, provided that the Participant has filed the enrollment form with the Company
at the prescribed location at least two business days prior to the first day of such Offering
Period. The new withholding rate may be any whole percentage of the Participant’s Compensation,
but not less than 1% nor more than 15%. An increase in a Participant’s rate of payroll withholding
may not take effect during an Offering Period.




SECTION 6. WITHDRAWAL FROM THE PLAN.




          (a) Withdrawal. A Participant may elect to withdraw from the Plan by filing the prescribed
form with the Company at the prescribed location at any time before the last day




3









 







of an Offering
Period. As soon as reasonably practicable thereafter, payroll deductions shall cease and the
entire amount credited to the Participant’s Plan Account shall be refunded to him or her in cash,
without interest. No partial withdrawals shall be permitted.




          (b) Re-Enrollment After Withdrawal. A former Participant who has withdrawn from the Plan
shall not be a Participant until he or she re-enrolls in the Plan under Section 4(c).
Re-enrollment may be effective only at the commencement of an Offering Period.




SECTION 7. CHANGE IN EMPLOYMENT STATUS.




          (a) Termination of Employment. Termination of employment as an Eligible Employee for any
reason, including death, shall be treated as an automatic withdrawal from the Plan under Section
6(a). (A transfer from one Participating Company to another shall not be treated as a termination
of employment.)




          (b) Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate
when the Participant goes on a military leave, a sick leave or another bona fide leave of absence,
if the leave was approved by the Company in writing. Employment, however, shall be deemed to
terminate 90 days after the Participant goes on a leave, unless a contract or statute guarantees
his or her right to return to work. Employment shall be deemed to terminate in any event when the
approved leave ends, unless the Participant immediately returns to work.




          (c) Death. In the event of the Participant’s death, the amount credited to his or her Plan
Account shall be paid to a beneficiary designated by him or her for this purpose on the prescribed
form or, if none, to the Participant’s estate. Such form shall be valid only if it was filed with
the Company at the prescribed location before the Participant’s death.




SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES.




          (a) Plan Accounts. The Company shall maintain a Plan Account on its books in the name of each
Participant. Whenever an amount is deducted from the Participant’s Compensation under the Plan,
such amount shall be credited to the Participant’s Plan Account. Amounts credited to Plan Accounts
shall not be trust funds and may be commingled with the Company’s general assets and applied to
general corporate purposes. No interest shall be credited to Plan Accounts.




          (b) Purchase Price. The Purchase Price for each share of Stock purchased at the close of an
Offering Period shall be the lower of:





          (i) 85% of the Fair Market Value of such share on the last trading day before
the commencement of such Offering Period or, in the case of the first Offering
Period under the Plan, 85% of the price at which one share of Stock is offered to
the public in the IPO; or




          (ii) 85% of the Fair Market Value of such share on the last trading day in such
Offering Period.



4









 





          (c) Number of Shares Purchased. As of the last day of each Offering Period, each Participant
shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance
with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan
in accordance with Section 6(a). The amount then in the Participant’s Plan Account shall be
divided by the Purchase Price, and the number of shares that results shall be purchased from the
Company with the funds in the Participant’s Plan Account. The foregoing notwithstanding, no
Participant shall purchase more than 1,000 shares of Stock with respect to any Offering Period nor
more than the amounts of Stock set forth in Sections 3(a) and 9(b). The Committee may determine
with respect to all Participants that any fractional share, as calculated under this Subsection
(c), shall be (i) rounded down to the next lower whole share or (ii) credited as a fractional
share.




          (d) Available Shares Insufficient. In the event that the aggregate number of shares that all
Participants elect to purchase during an Offering Period exceeds the maximum number of shares
remaining available for issuance under Section 3, then the number of shares to which each
Participant is entitled shall be determined by multiplying the number of shares available for
issuance by a fraction. The numerator of such fraction is the number of shares that such
Participant has elected to purchase, and the denominator of such fraction is the number of shares
that all Participants have elected to purchase.




          (e) Issuance of Stock. The shares of Stock purchased by a Participant under the Plan may be
registered in the name of such Participant, or jointly in the name of such Participant and his or
her spouse as joint tenants with the right of survivorship or as community property (with or
without the right of survivorship).
The Committee may require that such shares must be held for the Participant’s benefit by a
broker designated by the Committee until the expiration of the holding period described in section
423(a)(1) of the Code. (The preceding sentence shall apply whether or not the Participant is
required to pay income tax in the United States.)




          (f) Tax Withholding. To the extent required by applicable federal, state, local or foreign
law, a Participant shall make arrangements satisfactory to the Company for the satisfaction of any
withholding tax obligations that arise in connection with the Plan. The Company shall not be
required to issue any shares of Stock under the Plan until such obligations are satisfied.




          (g) Unused Cash Balances. An amount remaining in the Participant’s Plan Account that
represents the Purchase Price for any fractional share shall be carried over in the Participant’s
Plan Account to the next Offering Period. Any amount remaining in the Participant’s Plan Account
that represents the Purchase Price for whole shares that could not be purchased by reason of
Subsection (c) above, Section 3 or Section 9(b) shall be refunded to the Participant in cash,
without interest.




          (h) Stockholder Approval. Any other provision of the Plan notwithstanding, no shares of Stock
shall be purchased under the Plan unless and until the Company’s stockholders have approved the
adoption of the Plan.





5









 








SECTION 9. LIMITATIONS ON STOCK OWNERSHIP.




          (a) Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall
be granted a right to purchase Stock under the Plan if such Participant, immediately after his or
her election to purchase such Stock, would own stock possessing more than 5% of the total combined
voting power or value of all classes of stock of the Company or any parent or Subsidiary of the
Company. For purposes of this Subsection (a), the following rules shall apply:





          (i) Ownership of stock shall be determined after applying the attribution rules
of section 424(d) of the Code;




          (ii) Each Participant shall be deemed to own any stock that he or she has a
right or option to purchase under this or any other plan; and




          (iii) Each Participant shall be deemed to have the right to purchase 1,000
shares of Stock under this Plan with respect to each Offering Period.



          (b) Dollar Limit. Any other provision of the Plan notwithstanding, no Participant shall
purchase Stock with a Fair Market Value in excess of the following limit:





          (i) In the case of Stock purchased during an Offering Period that commenced in
the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the
Fair Market Value of the Stock that the Participant previously purchased in the
current calendar year (under this Plan and all other employee stock purchase plans
of the Company or any parent or Subsidiary of the Company).




          (ii) In the case of Stock purchased during an Offering Period that commenced in
the immediately preceding calendar year, the limit shall be equal to (A) $50,000
minus (B) the Fair Market Value of the Stock that the Participant previously
purchased (under this Plan and all other employee stock purchase plans of the
Company or any parent or Subsidiary of the Company) in the current calendar year and
in the immediately preceding calendar year.


For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in each
case as of the beginning of the Offering Period in which such Stock is purchased. Employee stock
purchase plans not described in section 423 of the Code shall be disregarded. If a Participant is
precluded by this Subsection (b) from purchasing additional Stock under the Plan, then his or her
employee contributions shall automatically be discontinued and shall automatically resume at the
beginning of the earliest Offering Period ending in the next calendar year (if he or she then is an
Eligible Employee).




6









 








SECTION 10. RIGHTS NOT TRANSFERABLE.




          The rights of any Participant under the Plan, or any Participant’s interest in any Stock or
moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or
involuntary assignment or by operation of law, or in any other manner other than by beneficiary
designation or the laws of descent and distribution. If a Participant in any manner attempts to
transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by
beneficiary designation or the laws of descent and distribution, then such act shall be treated as
an election by the Participant to withdraw from the Plan under Section 6(a).




SECTION 11. NO RIGHTS AS AN EMPLOYEE.




          Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant
any right to continue in the employ of a Participating Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Participating Companies or of
the Participant, which rights are hereby expressly reserved by each, to terminate his or her
employment at any time and for any reason, with or without cause.




SECTION 12. NO RIGHTS AS A STOCKHOLDER.




          A Participant shall have no rights as a stockholder with respect to any shares of Stock that
he or she may have a right to purchase under the Plan until such shares have been purchased on the
last day of the applicable Offering Period.




SECTION 13. SECURITIES LAW REQUIREMENTS.




          Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such
shares comply with (or are exempt from) all applicable requirements of law, including (without
limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, state securities laws and regulations, and the regulations of any stock exchange or
other securities market on which the Company’s securities may then be traded.




SECTION 14. AMENDMENT OR DISCONTINUANCE.




          (a) General Rule. The Board shall have the right to amend, suspend or terminate the Plan at
any time and without notice. Except as provided in Section 3, any increase in the aggregate number
of shares of Stock that may be issued under the Plan shall be subject to the approval of the
Company’s stockholders. In addition, any other amendment of the Plan shall be subject to the
approval of the Company’s stockholders to the extent required by any applicable law or regulation.
The Plan shall terminate automatically 20 years after its adoption by the Board, unless (a) the
Plan is extended by the Board and (b) the extension is approved within 12 months by a vote of the
stockholders of the Company.




          (b) Impact on Purchase Price. This Subsection (b) shall apply in the event that (i) the
Company’s stockholders during an Offering Period approve an increase in the number of shares of
Stock that may be issued under Section 3 and (ii) the aggregate number of shares to





7









 







be purchased at
the close of such Offering Period exceeds the number of shares that remained available under
Section 3 before such increase. In such event, the Purchase Price for each share of Stock
purchased at the close of such Offering Period shall be the lower of:





          (i) The higher of (A) 85% of the Fair Market Value of such share on the last
trading day before the commencement of the applicable Offering Period or, in the
case of the first Offering Period under the Plan, 85% of the price at which one
share of Stock is offered to the public in the IPO or (B) 85% of the Fair Market
Value of such share on the last trading day before the date when the Company’s
stockholders approve such increase; or




          (ii) 85% of the Fair Market Value of such share on the last trading day in such
Offering Period.



SECTION 15. DEFINITIONS.




          (a) “Board” means the Board of Directors of the Company, as constituted from time to time.




          (b) “Code” means the Internal Revenue Code of 1986, as amended.




          (c) “Committee” means a committee of the Board, as described in Section 2.




          (d) “Company” means DemandTec, Inc., a Delaware corporation.




          (e) “Compensation” means (i) the total compensation paid in cash to a Participant by a
Participating Company, including salaries, wages, bonuses, incentive compensation, commissions,
overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under
section 401(k) or 125 of the Code. “Compensation” shall exclude all non-cash items, moving or
relocation allowances, cost-of-living equalization payments, car allowances, tuition
reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe
benefits, contributions or benefits received under employee benefit plans, income attributable to
the exercise of stock options, and similar items. The Committee shall determine whether a
particular item is included in Compensation.




          (f) “Corporate Reorganization” means:





          (i) The consummation of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization; or




          (ii) The sale, transfer or other disposition of all or substantially all of the
Company’s assets or the complete liquidation or dissolution of the Company.



          (g) “Eligible Employee” means any employee of a Participating Company who meets both of the
following requirements:





8









 









     (i) His or her customary employment is for more than five months per calendar
year and for more than 20 hours per week; and




     (ii) He or she is not a member of an employee classification that the Committee
has excluded from participation; provided that only a “highly compensated employee,”
as defined in section 414(q) of the Code, shall be excluded under this Paragraph
(ii).


The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or
her participation in the Plan is prohibited by the law of any country that has jurisdiction over
him or her or if he or she is subject to a collective bargaining agreement that does not provide
for participation in the Plan.




          (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (i) “Fair Market Value” means the price at which Stock was last sold in the principal U.S.
market for Stock on the applicable date or, if the applicable date was not a trading day, on the
last trading day prior to the applicable date. If Stock is no longer traded on a public U.S.
securities market, the Fair Market Value shall be determined by the Committee in good faith on such
basis as it deems appropriate. The Committee’s determination shall be conclusive and binding on
all persons.




          (j) “IPO” means the Company’s initial offering of Stock to the public.




          (k) “IPO Date” means the effective date of the registration statement filed by the Company
with the Securities and Exchange Commission for its initial offering of Stock to the public.




          (l) “Offering Period” means a period with respect to which the right to purchase Stock may be
granted under the Plan, as determined pursuant to Section 4(a).




          (m) “Participant” means an Eligible Employee who participates in the Plan, as provided in
Section 4.




          (n) “Participating Company” means (i) the Company and (ii) each present or future Subsidiary
designated by the Committee as a Participating Company.




          (o) “Plan” means this DemandTec, Inc. 2007 Employee Stock Purchase Plan, as it may be amended
from time to time.




          (p) “Plan Account” means the account established for each Participant pursuant to Section
8(a).




          (q) “Purchase Price” means the price at which Participants may purchase Stock under the Plan,
as determined pursuant to Section 8(b).




          (r) “Stock” means the Common Stock of the Company.





9









 








          (s) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.




SECTION 16. EXECUTION.




          To
record the adoption of the Plan by the Board on May 22, 2007, the Company has caused
its duly authorized officer to execute this document in the name of the Company.




	 	 	 	 	 
	 	 	DemandTec, Inc.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Dan Fishback 
	 

	 	 	 	 
	 

	 	Title:	 	President and Chief Executive
Officer 
	 

	 	 	 	 






10