exv10w4






Exhibit 10.4




ELOQUA, INC.

2012 STOCK OPTION AND INCENTIVE PLAN





			
	SECTION 1.	 	GENERAL PURPOSE OF THE PLAN; DEFINITIONS





     The name of the plan is the Eloqua, Inc. 2012 Stock Option and Incentive Plan (the “Plan”).
The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors
and other key persons (including Consultants) of Eloqua, Inc. (the “Company”) and its Subsidiaries
upon whose judgment, initiative and efforts the Company largely depends for the successful conduct
of its business to acquire a proprietary interest in the Company. It is anticipated that providing
such persons with a direct stake in the Company’s welfare will assure a closer identification of
their interests with those of the Company and its stockholders, thereby stimulating their efforts
on the Company’s behalf and strengthening their desire to remain with the Company.



     The following terms shall be defined as set forth below:



     “Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.



     “Administrator” means either the Board or the compensation committee of the Board or a similar
committee performing the functions of the compensation committee and which is comprised of not less
than two Non-Employee Directors who are independent.



     “Award” or “Awards,” except where referring to a particular category of grant under the Plan,
shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards,
Performance Share Awards and Dividend Equivalent Rights.



     “Award Certificate” means a written or electronic document setting forth the terms and
provisions applicable to an Award granted under the Plan. Each Award Certificate is subject to the
terms and conditions of the Plan.



     “Board” means the Board of Directors of the Company.



     “Cash-Based Award” means an Award entitling the recipient to receive a cash-denominated
payment.



     “Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and
related rules, regulations and interpretations.



     “Consultant” means any natural person that provides bona fide services to the Company, and
such services are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for the Company’s
securities.













 





     “Covered Employee” means an employee who is a “Covered Employee” within the meaning of
Section 162(m) of the Code.



     “Dividend Equivalent Right” means an Award entitling the grantee to receive credits based on
cash dividends that would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other award to which it relates) if such shares had been issued to and held by
the grantee.



     “Effective Date” means the date on which the Plan is approved by stockholders as set forth in
Section 21.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.



     “Fair Market Value” of the Stock on any given date means the fair market value of the Stock
determined in good faith by the Administrator; provided, however, that if the Stock is admitted to
quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”),
NASDAQ Global Market or another national securities exchange, the determination shall be made by
reference to market quotations. If there are no market quotations for such date, the determination
shall be made by reference to the last date preceding such date for which there are market
quotations; provided further, however, that if the date for which Fair Market Value is determined
is the first day when trading prices for the Stock are reported on a national securities exchange,
the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover
page for the final prospectus relating to the Company’s Initial Public Offering.



     “Incentive Stock Option” means any Stock Option designated and qualified as an “incentive
stock option” as defined in Section 422 of the Code.



     “Initial Public Offering” means the consummation of the first fully underwritten, firm
commitment public offering pursuant to an effective registration statement under the Act covering
the offer and sale by the Company of its equity securities, or such other event as a result of or
following which the Stock shall be publicly held.



     “Non-Employee Director” means a member of the Board who is not also an employee of the Company
or any Subsidiary.



     “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.



     “Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to
Section 5.



     “Performance-Based Award” means any Restricted Stock Award, Restricted Stock Units,
Performance Share Award or Cash-Based Award granted to a Covered Employee that is intended to
qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations
promulgated thereunder.



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     “Performance Criteria” means the criteria that the Administrator selects for purposes of
establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle.
The Performance Criteria (which shall be applicable to the organizational level specified by the
Administrator, including, but not limited to, the Company or a unit, division, group, or Subsidiary
of the Company) that will be used to establish Performance Goals are limited to the following:
earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or
after any of interest, taxes, depreciation and/or amortization), changes in the market price of the
Stock, economic value-added, funds from operations or similar measure, sales or revenue,
acquisitions or strategic transactions, operating income (loss), cash flow (including, but not
limited to, operating cash flow and free cash flow), cash balance, return on capital, assets,
equity, or investment, stockholder returns, return on sales, gross or net profit levels,
productivity, expense, margins, operating efficiency, customer satisfaction, working capital,
earnings (loss) per share of Stock, monthly reoccurring revenue, sales qualified opportunities,
product development, marketing expense, product development, sales or market shares and number of
customers, any of which may be measured either in absolute terms or as compared to any incremental
increase or as compared to results of a peer group.



     “Performance Cycle” means one or more periods of time, which may be of varying and overlapping
durations, as the Administrator may select, over which the attainment of one or more Performance
Criteria will be measured for the purpose of determining a grantee’s right to and the payment of a
Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award. Each
such period shall not be less than 12 months.



     “Performance Goals” means, for a Performance Cycle, the specific goals established in writing
by the Administrator for a Performance Cycle based upon the Performance Criteria.



     “Performance Share Award” means an Award entitling the recipient to acquire shares of Stock
upon the attainment of specified Performance Goals.



     “Restricted Stock Award” means an Award entitling the recipient to acquire, at such purchase
price (which may be zero) as determined by the Administrator, shares of Stock subject to such
restrictions and conditions as the Administrator may determine at the time of grant.



     “Restricted Stock Units” means an Award of phantom stock units to a grantee.



     “Sale Event” shall mean (i) the sale of all or substantially all of the assets of the Company
on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or
consolidation pursuant to which the holders of the Company’s outstanding voting power immediately
prior to such transaction do not own a majority of the outstanding voting power of the resulting or
successor entity (or its ultimate parent, if applicable) immediately upon completion of such
transaction, (iii) the sale of all of the Stock of the Company to an unrelated person or entity, or
(iv) any other transaction in which the owners of the Company’s outstanding voting power prior to
such transaction do not own at least a majority of the outstanding voting power of the Company or
any successor entity immediately upon completion of the transaction other than as a result of the
acquisition of securities directly from the Company.



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     “Sale Price” means the value as determined by the Administrator of the consideration payable,
or otherwise to be received by stockholders, per share of Stock pursuant to a Sale Event.



     “Section 409A” means Section 409A of the Code and the regulations and other guidance
promulgated thereunder.



     “Stock” means the Common Stock, par value $0.0001 per share, of the Company, subject to
adjustments pursuant to Section 3.



     “Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock
having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise
over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock
with respect to which the Stock Appreciation Right shall have been exercised.



     “Subsidiary” means any corporation or other entity (other than the Company) in which the
Company has at least a 50 percent interest, either directly or indirectly.



     “Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power
of all classes of stock of the Company or any parent or subsidiary corporation.



     “Unrestricted Stock Award” means an Award of shares of Stock free of any restrictions.




			
	SECTION 2.	 	ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE
AWARDS





     (a) Administration of Plan. The Plan shall be administered by the Administrator.



     (b) Powers of Administrator. The Administrator shall have the power and authority to
grant Awards consistent with the terms of the Plan, including the power and authority:



          (i) to select the individuals to whom Awards may from time to time be granted;




          (ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock
Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards,
Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and
Dividend Equivalent Rights, or any combination of the foregoing, granted to any one or more
grantees;




          (iii) to determine the number of shares of Stock to be covered by any Award;




          (iv) to determine and modify from time to time the terms and conditions, including
restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions
may differ among individual Awards and grantees, and to approve the forms of Award Certificates;




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          (v) to accelerate at any time the exercisability or vesting of all or any portion of any
Award;




          (vi) subject to the provisions of Section 5(b), to extend at any time the period in which
Stock Options may be exercised; and




          (vii) at any time to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall deem advisable; to
interpret the terms and provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the administration of the Plan; to
decide all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.




     All decisions and interpretations of the Administrator shall be binding on all persons,
including the Company and Plan grantees.



     (c) Delegation of Authority to Grant Options. Subject to applicable law, the
Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company all or
part of the Administrator’s authority and duties with respect to the granting of Options to
individuals who are (i) not subject to the reporting and other provisions of Section 16 of the
Exchange Act and (ii) not Covered Employees. Any such delegation by the Administrator shall
include a limitation as to the amount of Options that may be granted during the period of the
delegation and shall contain guidelines as to the determination of the exercise price and the
vesting criteria. The Administrator may revoke or amend the terms of a delegation at any time but
such action shall not invalidate any prior actions of the Administrator’s delegate or delegates
that were consistent with the terms of the Plan.



     (d) Award Certificate. Awards under the Plan shall be evidenced by Award Certificates
that set forth the terms, conditions and limitations for each Award which may include, without
limitation, the term of an Award and the provisions applicable in the event employment or service
terminates.



     (e) Indemnification. Neither the Board nor the Administrator, nor any member of
either or any delegate thereof, shall be liable for any act, omission, interpretation, construction
or determination made in good faith in connection with the Plan, and the members of the Board and
the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense (including, without
limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under the Company’s articles or bylaws or any directors’ and officers’
liability insurance coverage which may be in effect from time to time and/or any indemnification
agreement between such individual and the Company.



     (f) Foreign Award Recipients. Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the Company and its
Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator,
in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries
shall be covered by the Plan; (ii) determine which individuals outside the United



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States are
eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to
individuals outside the United States to comply with applicable foreign laws; (iv) establish
subplans and modify exercise procedures and other terms and procedures, to the extent the
Administrator determines such actions to be necessary or advisable (and such subplans and/or
modifications shall be attached to this Plan as appendices); provided, however, that no such
subplans and/or modifications shall increase the share limitations contained in Section 3(a)
hereof; and (v) take any action, before or after an Award is made, that the Administrator
determines to be necessary or advisable to obtain approval or comply with any local governmental
regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take
any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any
other applicable United States securities law, the Code, or any other applicable United States
governing statute or law.




			
	SECTION 3.	 	STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION





     (a) Stock Issuable. The maximum number of shares of Stock reserved and available for
issuance under the Plan shall be the sum of (i) three million, seven hundred fifty thousand
(3,750,000) shares (the “Initial Limit”), subject to adjustment as provided in Section 3(c) (ii)
the number of shares of Stock underlying any grants under the Eloqua Limited 2006 Stock Option
Plan, as amended and the Eloqua Limited 2006 US Employee Stock Option Plan that are forfeited,
canceled or terminated (other than by exercise) from and after the Effective Date, and (iii) on
January 1, 2013 and each January 1 thereafter, the number of shares of Stock reserved and available
for issuance under the Plan shall be cumulatively increased by the lesser of (x) four (4) percent
of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or
(y) such number of shares of Stock approved by the Administrator on or prior to such immediately
preceding December 31 (the “Annual Increase”). Subject to such overall limitation, the maximum
aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall
not exceed the Initial Limit cumulatively increased on January 1, 2013 and on each January 1
thereafter by the lesser of the Annual Increase for such year or eight hundred thousand (800,000)
shares of Stock, subject in all cases to adjustment as provided in Section 3(c). For purposes of
this limitation, the shares of Stock underlying any Awards that are forfeited, canceled, held back
upon exercise of an Option or settlement of an Award to cover the exercise price or tax
withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise) shall be added back to the shares of Stock available
for issuance under the Plan. In the event the Company repurchases shares of Stock on the open
market, such shares shall not be added to the shares of Stock available for issuance under the
Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number
pursuant to any type or types of Award; provided, however, that, from
and after the date payment under this Plan becomes subject to the
compensation deduction limits imposed by Section 162(m) of the Code, Stock Options or Stock Appreciation
Rights with respect to no more than eight hundred thousand (800,000) shares of Stock may be granted
to any one individual grantee during any one calendar year period, subject to adjustment as
provided in Section 3(c). The shares available for issuance under the Plan may be authorized but
unissued shares of Stock or shares of Stock reacquired by the Company.



     (b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any
reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar change in the Company’s capital stock, the outstanding shares of Stock are



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increased or decreased or are exchanged for a different number or kind of shares or other
securities of the Company, or additional shares or new or different shares or other securities of
the Company or other non-cash assets are distributed with respect to such shares of Stock or other
securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of
the assets of the Company, the outstanding shares of Stock are converted into or exchanged for
securities of the Company or any successor entity (or a parent or subsidiary thereof), the
Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of
shares reserved for issuance under the Plan, including the maximum number of shares that may be
issued in the form of Incentive Stock Options, (ii) the number of Stock Options or Stock
Appreciation Rights that can be granted to any one individual grantee and the maximum number of
shares that may be granted under a Performance-Based Award, (iii) the number and kind of shares or
other securities subject to any then outstanding Awards under the Plan, (iv) the repurchase price,
if any, per share subject to each outstanding Restricted Stock Award, and (v) the exercise price
for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under
the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the
number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock
Appreciation Rights remain exercisable. The Administrator shall also make equitable or
proportionate adjustments in the number of shares subject to outstanding Awards and the exercise
price and the terms of outstanding Awards to take into consideration cash dividends paid other than
in the ordinary course or any other extraordinary corporate event. The adjustment by the
Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be
issued under the Plan resulting from any such adjustment, but the Administrator in its discretion
may make a cash payment in lieu of fractional shares.



     (c) Mergers and Other Transactions. Except as the Administrator may otherwise specify
with respect to particular Awards in the relevant Award Certificate, in the case of and subject to
the consummation of a Sale Event, the Plan and all outstanding Awards granted hereunder shall
terminate, unless provision is made in connection with the Sale Event in the sole discretion of the
parties thereto for the assumption or continuation of Awards theretofore granted by the successor
entity, or the substitution of such Awards with new Awards of the successor entity or parent
thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the
per share exercise prices, as such parties shall agree (after taking into account any acceleration
hereunder). In the event of such termination, (i) the Company shall have the option (in its sole
discretion) to make or provide for a cash payment to the grantees holding Options and Stock
Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference
between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding
Options and Stock Appreciation Rights (to the extent then exercisable (after taking into account
any acceleration hereunder) at prices not in excess of the Sale Price) and (B) the aggregate
exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee
shall be permitted, within a specified period of time prior to the consummation of the Sale Event
as determined by the Administrator, to exercise all outstanding Options and Stock Appreciation
Rights (to the extent then exercisable) held by such grantee.



     (d) Substitute Awards. The Administrator may grant Awards under the Plan in
substitution for stock and stock based awards held by employees, directors or other key persons of
another corporation in connection with the merger or consolidation of the employing corporation
with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary



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of property or
stock of the employing corporation. The Administrator may direct that the substitute awards be
granted on such terms and conditions as the Administrator considers appropriate in the
circumstances. Any substitute Awards granted under the Plan shall not count against the share
limitation set forth in Section 3(a).




			
	SECTION 4.	 	ELIGIBILITY





     Grantees under the Plan will be such full or part-time officers and other employees,
Non-Employee Directors and key persons (including Consultants) of the Company and its Subsidiaries
as are selected from time to time by the Administrator in its sole discretion.




			
	SECTION 5.	 	STOCK OPTIONS





     Any Stock Option granted under the Plan shall be in such form as the Administrator may from
time to time approve.



     Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified
Stock Options. Incentive Stock Options may be granted only to employees of the Company or any
Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To
the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.



     Stock Options granted pursuant to this Section 5 shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not inconsistent with the terms
of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock
Options may be granted in lieu of cash compensation at the optionee’s election, subject to such
terms and conditions as the Administrator may establish.



     (a) Exercise Price. The exercise price per share for the Stock covered by a Stock
Option granted pursuant to this Section 5 shall be determined by the Administrator at the time of
grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the
case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such
Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant
date.



     (b) Option Term. The term of each Stock Option shall be fixed by the Administrator,
but no Stock Option shall be exercisable more than ten years after the date the Stock Option is
granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term
of such Stock Option shall be no more than five years from the date of grant.



     (c) Exercisability; Rights of a Stockholder. Stock Options shall become exercisable
at such time or times, whether or not in installments, as shall be determined by the Administrator
at or after the grant date. The Administrator may at any time accelerate the exercisability of all
or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to
shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.



     (d) Method of Exercise. Stock Options may be exercised in whole or in part, by giving
written or electronic notice of exercise to the Company, specifying the number of shares



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to be
purchased. Payment of the purchase price may be made by one or more of the following methods to
the extent provided in the Option Award Certificate:



          (i) In cash, by certified or bank check or other instrument acceptable to the Administrator;




          (ii) Through the delivery (or attestation to the ownership) of shares of Stock that have been
purchased by the optionee on the open market or that have been beneficially owned by the optionee
for at least six months and that are not then subject to restrictions under any Company plan. Such
surrendered shares shall be valued at Fair Market Value on the exercise date;




          (iii) By the optionee delivering to the Company a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company for the purchase price; provided that in the event the
optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure; or




          (iv) With respect to Stock Options that are not Incentive Stock Options, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon
exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price.



Payment instruments will be received subject to collection. The transfer to the optionee on the
records of the Company or of the transfer agent of the shares of Stock to be purchased pursuant to
the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser
acting in his stead in accordance with the provisions of the Stock Option) by the Company of the
full purchase price for such shares and the fulfillment of any other requirements contained in the
Option Award Certificate or applicable provisions of laws (including the satisfaction of any
withholding taxes that the Company is obligated to withhold with respect to the optionee). In the
event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the
attestation method, the number of shares of Stock transferred to the optionee upon the exercise of
the Stock Option shall be net of the number of attested shares. In the event that the Company
establishes, for itself or using the services of a third party, an automated system for the
exercise of Stock Options, such as a system using an internet website or interactive voice
response, then the paperless exercise of Stock Options may be permitted through the use of such an
automated system.




     (e) Annual Limit on Incentive Stock Options. To the extent required for “incentive
stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined
as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options
granted under this Plan and any other plan of the Company or its parent and subsidiary corporations
become exercisable for the first time by an optionee during any calendar year shall not exceed
$100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a
Non-Qualified Stock Option.



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	SECTION 6.	 	STOCK APPRECIATION RIGHTS





     (a) Exercise Price of Stock Appreciation Rights. The exercise price of a Stock
Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Stock on the
date of grant.



     (b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be
granted by the Administrator independently of any Stock Option granted pursuant to Section 5 of the
Plan.



     (c) Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights
shall be subject to such terms and conditions as shall be determined from time to time by the
Administrator. The term of a Stock Appreciation Right may not exceed ten years.




			
	SECTION 7.	 	RESTRICTED STOCK AWARDS





     (a) Nature of Restricted Stock Awards. The Administrator shall determine the
restrictions and conditions applicable to each Restricted Stock Award at the time of grant.
Conditions may be based on continuing employment (or other service relationship) and/or achievement
of pre-established performance goals and objectives. The terms and conditions of each such Award
Certificate shall be determined by the Administrator, and such terms and conditions may differ
among individual Awards and grantees.



     (b) Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment
of any applicable purchase price, a grantee shall have the rights of a stockholder with respect to
the voting of the Restricted Stock and receipt of dividends, subject to such conditions contained
in the Restricted Stock Award Certificate. Unless the Administrator shall otherwise determine, (i)
uncertificated Restricted Stock shall be accompanied by a notation on the records of the Company or
the transfer agent to the effect that they are subject to forfeiture until such Restricted Stock
are vested as provided in Section 7(d) below, and (ii) certificated Restricted Stock shall remain
in the possession of the Company until such Restricted Stock is vested as provided in Section 7(d)
below, and the grantee shall be required, as a condition of the grant, to deliver to the Company
such instruments of transfer as the Administrator may prescribe.



     (c) Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of except as specifically provided herein or in the Restricted
Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the
Award Certificate or, subject to Section 18 below, in writing after the Award is issued, if a
grantee’s employment (or other service relationship) with the Company and its Subsidiaries
terminates for any reason, any Restricted Stock that has not vested at the time of termination
shall automatically and without any requirement of notice to such grantee from or other action by
or on behalf of, the Company be deemed to have been reacquired by the Company at its original
purchase price (if any) from such grantee or such grantee’s legal representative simultaneously
with such termination of employment (or other service relationship), and thereafter shall cease to
represent any ownership of the Company by the grantee or rights of the grantee as a stockholder.
Following such deemed reacquisition of unvested Restricted Stock that are represented by



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physical
certificates, a grantee shall surrender such certificates to the Company upon request without
consideration.



     (d) Vesting of Restricted Stock. The Administrator at the time of grant shall specify
the date or dates and/or the attainment of pre-established performance goals, objectives and other
conditions on which the non-transferability of the Restricted Stock and the Company’s right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of
such pre-established performance goals, objectives and other conditions, the shares on which all
restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.” Except
as may otherwise be provided by the Administrator either in the Award Certificate or, subject to
Section 18 below, in writing after the Award is issued, a grantee’s rights in any shares of
Restricted Stock that have not vested shall automatically terminate upon the grantee’s termination
of employment (or other service relationship) with the Company and its Subsidiaries and such shares
shall be subject to the provisions of Section 7(c) above.




			
	SECTION 8.	 	RESTRICTED STOCK UNITS





     (a) Nature of Restricted Stock Units. The Administrator shall determine the
restrictions and conditions applicable to each Restricted Stock Unit at the time of grant.
Conditions may be based on continuing employment (or other service relationship) and/or achievement
of pre-established performance goals and objectives. The terms and conditions of each such Award
Certificate shall be determined by the Administrator, and such terms and conditions may differ
among individual Awards and grantees. At the end of the deferral period, the Restricted Stock
Units, to the extent vested, shall be settled in the form of shares of Stock. To the extent that
an award of Restricted Stock Units is subject to Section 409A, it may contain such additional terms
and conditions as the Administrator shall determine in its sole discretion in order for such Award
to comply with the requirements of Section 409A.



     (b) Election to Receive Restricted Stock Units in Lieu of Compensation. The
Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future
cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units.
Any such election shall be made in writing and shall be delivered to the Company no later than the
date specified by the Administrator and in accordance with Section 409A and such other rules and
procedures established by the Administrator. Any such future cash compensation that the grantee
elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair
Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if
such payment had not been deferred as provided herein. The Administrator shall have the sole right
to determine whether and under what circumstances to permit such elections and to impose such
limitations and other terms and conditions thereon as the Administrator deems appropriate. Any
Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully
vested, unless otherwise provided in the Award Certificate.



     (c) Rights as a Stockholder. A grantee shall have the rights as a stockholder only as
to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided,
however, that the grantee may be credited with Dividend Equivalent Rights with respect to the
phantom stock units underlying his Restricted Stock Units, subject to such terms and conditions as
the Administrator may determine.



11









 





     (d) Termination. Except as may otherwise be provided by the Administrator either in
the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a
grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate
upon the grantee’s termination of employment (or cessation of service relationship) with the
Company and its Subsidiaries for any reason.




			
	SECTION 9.	 	UNRESTRICTED STOCK AWARDS





     Grant or Sale of Unrestricted Stock. The Administrator may, in its sole discretion,
grant (or sell at par value or such higher purchase price determined by the Administrator) an
Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of
past services or other valid consideration, or in lieu of cash compensation due to such grantee.




			
	SECTION 10.	 	CASH-BASED AWARDS





     Grant of Cash-Based Awards. The Administrator may, in its sole discretion, grant
Cash-Based Awards to any grantee in such number or amount and upon such terms, and subject to such
conditions, as the Administrator shall determine at the time of grant. The Administrator shall
determine the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based
Award pertains, the conditions upon which the Cash-Based Award shall become vested or payable, and
such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a
cash-denominated payment amount, formula or payment ranges as determined by the Administrator.
Payment, if any, with respect to a Cash-Based Award shall be made in accordance with the terms of
the Award and may be made in cash or in shares of Stock, as the Administrator determines.




			
	SECTION 11.	 	PERFORMANCE SHARE AWARDS





     (a) Nature of Performance Share Awards. The Administrator may, in its sole
discretion, grant Performance Share Awards independent of, or in connection with, the granting of
any other Award under the Plan. The Administrator shall determine whether and to whom Performance
Share Awards shall be granted, the Performance Goals, the periods during which performance is to be
measured, and such other limitations and conditions as the Administrator shall determine.



     (b) Rights as a Stockholder. A grantee receiving a Performance Share Award shall have
the rights of a stockholder only as to shares actually received by the grantee under the Plan and
not with respect to shares subject to the Award but not actually received by the grantee. A
grantee shall be entitled to receive shares of Stock under a Performance Share Award only upon
satisfaction of all conditions specified in the Performance Share Award Certificate (or in a
performance plan adopted by the Administrator).



     (c) Termination. Except as may otherwise be provided by the Administrator either in
the Award agreement or, subject to Section 18 below, in writing after the Award is issued, a
grantee’s rights in all Performance Share Awards shall automatically terminate upon the grantee’s
termination of employment (or cessation of service relationship) with the Company and its
Subsidiaries for any reason.



12









 






			
	SECTION 12.	 	PERFORMANCE-BASED AWARDS TO COVERED EMPLOYEES





     (a) Performance-Based Awards. Any employee or other key person providing services to
the Company and who is selected by the Administrator may be granted one or more Performance-Based
Awards in the form of a Restricted Stock Award, Restricted Stock Units, Performance Share Awards or
Cash-Based Award payable upon the attainment of Performance Goals that are established by the
Administrator and relate to one or more of the Performance Criteria, in each case on a specified
date or dates or over any period or periods determined by the Administrator. The Administrator
shall define in an objective fashion the manner of calculating the Performance Criteria it selects
to use for any Performance Cycle. Depending on the Performance Criteria used to establish such
Performance Goals, the Performance Goals may be expressed in terms of overall Company performance
or the performance of a division, business unit, or an individual. The Administrator, in its
discretion, may adjust or modify the calculation of Performance Goals for such Performance Cycle in
order to prevent the dilution or enlargement of the rights of an individual (i) in the event of, or
in anticipation of, any unusual or extraordinary corporate item, transaction, event or development,
(ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting
the Company, or the financial statements of the Company, or (iii) in response to, or in
anticipation of, changes in applicable laws, regulations, accounting principles, or business
conditions provided however, that the Administrator may not exercise such discretion in a manner
that would increase the Performance-Based Award granted to a Covered Employee. Each
Performance-Based Award shall comply with the provisions set forth below.



     (b) Grant of Performance-Based Awards. With respect to each Performance-Based Award
granted to a Covered Employee, the Administrator shall select, within the first 90 days of a
Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the
Code) the Performance Criteria for such grant, and the Performance Goals with respect to each
Performance Criterion (including a threshold level of performance below which no amount will become
payable with respect to such Award). Each Performance-Based Award will specify the amount payable,
or the formula for determining the amount payable, upon achievement of the various applicable
performance targets. The Performance Criteria established by the Administrator may be (but need
not be) different for each Performance Cycle and different Performance Goals may be applicable to
Performance-Based Awards to different Covered Employees.



     (c) Payment of Performance-Based Awards. Following the completion of a Performance
Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate
and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle.
The Administrator shall then determine the actual size of each Covered Employee’s
Performance-Based Award, and, in doing so, may reduce or eliminate the amount of the
Performance-Based Award for a Covered Employee if, in its sole judgment, such reduction or
elimination is appropriate.



     (d) Maximum Award Payable. The maximum Performance-Based Award payable to any one
Covered Employee under the Plan for a Performance Cycle is four hundred thousand



     (e) This
Section 12 becomes applicable from and after the date compensation
paid under this Plan becomes subject to the compensation deduction
limits imposed by Section 162(m) of the Code.




13









 







(400,000) shares
of Stock (subject to adjustment as provided in Section 3(b) hereof) or $2,000,000 in the case of a
Performance-Based Award that is a Cash-Based Award.




			
	SECTION 13.	 	DIVIDEND EQUIVALENT RIGHTS





     (a) Dividend Equivalent Rights. A Dividend Equivalent Right may be granted hereunder
to any grantee as a component of an award of Restricted Stock Units, Restricted Stock Award or
Performance Share Award or as a freestanding award. The terms and conditions of Dividend
Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to
the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested
in additional shares of Stock, which may thereafter accrue additional equivalents. Any such
reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may
then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend
Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single
installment or installments. A Dividend Equivalent Right granted as a component of an award of
Restricted Stock Units, Restricted Stock Award or Performance Share Award may provide that such
Dividend Equivalent Right shall be settled upon settlement or payment of, or lapse of restrictions
on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or
annulled under the same conditions as such other Award. A Dividend Equivalent Right granted as a
component of a Restricted Stock Units, Restricted Stock Award or Performance Share Award may also
contain terms and conditions different from such other Award.



     (b) Interest Equivalents. Any Award under this Plan that is settled in whole or in
part in cash on a deferred basis may provide in the grant for interest equivalents to be credited
with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon
such terms and conditions as may be specified by the grant.



     (c) Termination. Except as may otherwise be provided by the Administrator either in
the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a
grantee’s rights in all Dividend Equivalent Rights or interest equivalents granted as a component
of an award of Restricted Stock Units, Restricted Stock Award or Performance Share Award that has
not vested shall automatically terminate upon the grantee’s termination of employment (or cessation
of service relationship) with the Company and its Subsidiaries for any reason.




			
	SECTION 14.	 	TRANSFERABILITY OF AWARDS





     (a) Transferability. Except as provided in Section 14(b) below, during a grantee’s
lifetime, his or her Awards shall be exercisable only by the grantee, or by the grantee’s legal
representative or guardian in the event of the grantee’s incapacity. No Awards shall be sold,
assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by
the laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be
subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported
transfer in violation hereof shall be null and void.



     (b) Administrator Action. Notwithstanding Section 14(a), the Administrator, in its
discretion, may provide either in the Award Certificate regarding a given Award or by



14









 







subsequent
written approval that the grantee (who is an employee or director) may transfer his or her Awards
(other than any Incentive Stock Options or Restricted Stock Units) to his or her immediate family
members, to trusts for the benefit of such family members, or to partnerships in which such family
members are the only partners, provided that the transferee agrees in writing with the Company to
be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may
an Award be transferred by a grantee for value.



     (c) Family Member. For purposes of Section 14(b), “family member” shall mean a
grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, including adoptive relationships, any person sharing the grantee’s household
(other than a tenant of the grantee), a trust in which these persons (or the grantee) have more
than 50 percent of the beneficial interest, a foundation in which these persons (or the grantee)
control the management of assets, and any other entity in which these persons (or the grantee) own
more than 50 percent of the voting interests.



     (d) Designation of Beneficiary. Each grantee to whom an Award has been made under the
Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment
under any Award payable on or after the grantee’s death. Any such designation shall be on a form
provided for that purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated
beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.




			
	SECTION 15.	 	TAX WITHHOLDING





     (a) Payment by Grantee. Each grantee shall, no later than the date as of which the
value of an Award or of any Stock or other amounts received thereunder first becomes includable in
the gross income of the grantee for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local
taxes of any kind required by law to be withheld by the Company with respect to such income. The
Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to
deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned
on tax withholding obligations being satisfied by the grantee.



     (b) Payment in Stock. Subject to approval by the Administrator, a grantee may elect
to have the Company’s minimum required tax withholding obligation satisfied, in whole or in part,
by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a
number of shares with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the withholding amount due.




			
	SECTION 16.	 	SECTION 409A AWARDS





     To the extent that any Award is determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A (a “409A Award”), the Award shall be



15









 







subject to such additional
rules and requirements as specified by the Administrator from time to time in order to comply with
Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from
service” (within the meaning of Section 409A) to a grantee who is then considered a “specified
employee” (within the meaning of Section 409A), then no such payment shall be made prior to the
date that is the earlier of (i) six months and one day after the grantee’s separation from service,
or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment
from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A.
Further, the settlement of any such Award may not be accelerated except to the extent permitted by
Section 409A.




			
	SECTION 17.	 	TRANSFER, LEAVE OF ABSENCE, ETC.





     For purposes of the Plan, the following events shall not be deemed a termination of
employment:



     (a) a transfer to the employment of the Company from a Subsidiary or from the Company to a
Subsidiary, or from one Subsidiary to another; or



     (b) an approved leave of absence for military service or sickness, or for any other purpose
approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute
or by contract or under the policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing.




			
	SECTION 18.	 	AMENDMENTS AND TERMINATION





     The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any
time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any
other lawful purpose, but no such action shall adversely affect rights under any outstanding Award
without the holder’s consent. The Administrator is specifically authorized to exercise its
discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights
or effect the repricing of such Awards through cancellation and re-grants. To the extent required
under the rules of any securities exchange or market system on which the Stock is listed, to the
extent determined by the Administrator to be required by the Code to ensure that Incentive Stock
Options granted under the Plan are qualified under Section 422 of the Code, or to ensure that
compensation earned under Awards qualifies as performance-based compensation under Section 162(m)
of the Code, Plan amendments shall be subject to approval by the Company stockholders entitled to
vote at a meeting of stockholders. Nothing in this Section 18 shall limit the Administrator’s
authority to take any action permitted pursuant to Section 3(b) or 3(c).




			
	SECTION 19.	 	STATUS OF PLAN





     With respect to the portion of any Award that has not been exercised and any payments in cash,
Stock or other consideration not received by a grantee, a grantee shall have no rights greater than
those of a general creditor of the Company unless the Administrator shall otherwise expressly
determine in connection with any Award or Awards. In its sole discretion, the Administrator may
authorize the creation of trusts or other arrangements to meet the Company’s



16









 







obligations to deliver
Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts
or other arrangements is consistent with the foregoing sentence.




			
	SECTION 20.	 	GENERAL PROVISIONS





     (a) No Distribution. The Administrator may require each person acquiring Stock
pursuant to an Award to represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof.



     (b) Delivery of Stock Certificates. Stock certificates to grantees under this Plan
shall be deemed delivered for all purposes when the Company or a stock transfer agent of the
Company shall have mailed such certificates in the United States mail, addressed to the grantee, at
the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed
delivered for all purposes when the Company or a Stock transfer agent of the Company shall have
given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed
to the grantee, at the grantee’s last known address on file with the Company, notice of issuance
and recorded the issuance in its records (which may include electronic “book entry” records).
Notwithstanding anything herein to the contrary, the Company shall not be required to issue or
deliver any certificates evidencing shares of Stock pursuant to the exercise of any Award, unless
and until the Administrator has determined, with advice of counsel (to the extent the Administrator
deems such advice necessary or advisable), that the issuance and delivery of such certificates is
in compliance with all applicable laws, regulations of governmental authorities and, if applicable,
the requirements of any exchange on which the shares of Stock are listed, quoted or traded. All
Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and
other restrictions as the Administrator deems necessary or advisable to comply with federal, state
or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is
listed, quoted or traded. The Administrator may place legends on any Stock certificate to
reference restrictions applicable to the Stock. In addition to the terms and conditions provided
herein, the Administrator may require that an individual make such reasonable covenants,
agreements, and representations as the Administrator, in its discretion, deems necessary or
advisable in order to comply with any such laws, regulations, or requirements. The Administrator
shall have the right to require any individual to comply with any timing or other restrictions with
respect to the settlement or exercise of any Award, including a window-period limitation, as may be
imposed in the discretion of the Administrator.



     (c) Stockholder Rights. Until Stock is deemed delivered in accordance with Section
20(b), no right to vote or receive dividends or any other rights of a stockholder will exist with
respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise
of a Stock Option or any other action by the grantee with respect to an Award.



     (d) Other Compensation Arrangements; No Employment Rights. Nothing contained in this
Plan shall prevent the Board from adopting other or additional compensation arrangements, including
trusts, and such arrangements may be either generally applicable or applicable only in specific
cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right
to continued employment with the Company or any Subsidiary.



17









 





     (e) Trading Policy Restrictions. Option exercises and other Awards under the Plan
shall be subject to the Company’s insider trading policies and procedures, as in effect from time
to time.



     (f) Forfeiture of Awards under Sarbanes-Oxley Act. If the Company is required to
prepare an accounting restatement due to the material noncompliance of the Company, as a result of
misconduct, with any financial reporting requirement under the securities laws, then any grantee
who is one of the individuals subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount of any Award received by such
individual under the Plan during the 12-month period following the first public issuance or filing
with the United States Securities and Exchange Commission, as the case may be, of the financial
document embodying such financial reporting requirement.




			
	SECTION 21.	 	EFFECTIVE DATE OF PLAN





     This Plan shall become effective upon stockholder approval in accordance with applicable state
law, the Company’s bylaws and articles of incorporation, and applicable stock exchange rules or
pursuant to written consent. No grants of Stock Options and other Awards may be made hereunder
after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be
made hereunder after the tenth anniversary of the date the Plan is approved by the Board.




			
	SECTION 22.	 	GOVERNING LAW





     This Plan and all Awards and actions taken thereunder shall be governed by, and construed in
accordance with, the laws of the State of Delaware, applied without regard to conflict of law
principles.



DATE APPROVED BY BOARD OF DIRECTORS: May 1, 2012




DATE
APPROVED BY STOCKHOLDERS: May 3, 2012





18











 





RESTRICTED STOCK AWARD AGREEMENT

UNDER THE ELOQUA, INC.

2012 STOCK OPTION AND INCENTIVE PLAN




	 	 	 	 	 	 	 

	Name of Grantee:

	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	No. of Shares:

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Grant Date:

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 





     Pursuant to the Eloqua, Inc.
 2012 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Eloqua, Inc
.. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above.
 Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per
 share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth
 herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the
 par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such
 other form of consideration as is acceptable to the Administrator.



     1. Award. The shares of
 Restricted Stock awarded hereunder shall be issued and held by the Company’s transfer agent in book entry form,
 and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the
 Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights,
 subject, however, to the restrictions and conditions specified in Paragraph 2 below. The Grantee shall (i) sign
 and deliver to the Company a copy of this Award Agreement and (ii) deliver to the Company a stock power endorsed in
 blank.



     2. Restrictions and Conditions.



          (a) Any
 book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the
 Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and
 in the Plan.




          (b)
 Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or
 disposed of by the Grantee prior to vesting.




          (c)
 If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any
 reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock
 shall immediately and automatically be forfeited and returned to the Company.




     3. Vesting of Restricted
 Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates
specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting
Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock
specified as vested on such date.



 









 





	 	 	 
	Incremental Number	 	 
	of Shares Vested	 	Vesting Date
	________________________ (___%)

	 	________________________
	________________________ (___%)

	 	________________________
	________________________ (___%)

	 	________________________
	________________________ (___%)

	 	________________________
	________________________ (___%)

	 	________________________






     Subsequent to such Vesting Date or
 Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock.
 The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.



     4. Dividends. Dividends
 on shares of Restricted Stock shall be paid currently to the Grantee.



     5. Incorporation of
 Plan. Notwithstanding anything herein to the contrary, this Award shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized
 terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.



     6. Transferability.
 This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or
 otherwise, other than by will or the laws of descent and distribution.



     7. Tax Withholding. The
 Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax
 purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and
 local taxes required by law to be withheld on account of such taxable event. Except in the case where an election is made
 pursuant to Paragraph 8 below, the Company shall have the authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued or released by the transfer agent a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.



     8. Election Under
 Section 83(b). The Grantee and the Company hereby agree that the Grantee may, within 30 days following
 the Grant Date of this Award, file with the Internal Revenue Service and the Company an election under Section 83(b)
 of the Internal Revenue Code. In the event the Grantee makes such an election, he or she agrees to provide a copy of the
 election to the Company. The Grantee acknowledges that he or she is responsible for obtaining the advice of his or her
 tax advisors with regard to the Section 83(b) election and that he or she is relying solely on such advisors and not
 on any statements or representations of the Company or any of its agents with regard to such election.



     9. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in



2









 




employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.




     10. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.



     11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.



	 	 	 	 	 
	 	ELOQUA, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.




	 	 	 	 	 	 
	 	 	 	 
	Dated:	 	  	 	 
	 	 	 	Grantee’s Signature 	 
	 
	 	 	 	Grantee’s name and address: 	 
	 
	 	 	  	 	 
	 
	 	 	  	 	 
	 
	 	 	  	 	 




3











 





RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE ELOQUA, INC.

2012 STOCK OPTION AND INCENTIVE PLAN




	 	 	 	 	 	 	 

	Name of Grantee:

	 	 

	 	 	 	 
	 
	No. of Restricted Stock Units:

	 	 

	 	 	 	 
	 
	Grant Date:

	 	 

	 	 	 	 






     Pursuant to the Eloqua, Inc. 2012 Stock Option and Incentive Plan as amended through the date
hereof (the “Plan”), Eloqua, Inc. (the “Company”) hereby grants an award of the number of
Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock
Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the
Company.



     1. Restrictions on Transfer of Award. This Award may not be sold, transferred,
pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock
issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise
encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph
2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the
terms of the Plan and this Agreement.



     2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1
of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so
long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series
of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only
with respect to the number of Restricted Stock Units specified as vested on such date.



	 	 	 
	Incremental Number of	 	 
	Restricted Stock Units Vested	 	Vesting Date
	_____________ (___%)

	 	_______________
	_____________ (___%)

	 	_______________
	_____________ (___%)

	 	_______________
	_____________ (___%)

	 	_______________






     The Administrator may at any time accelerate the vesting schedule specified in this Paragraph
2.



     3. Termination of Employment. If the Grantee’s employment with the Company and its
Subsidiaries terminates for any reason (including death or disability) prior to the satisfaction of
the vesting conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not
vested as of such date shall automatically and without notice terminate and be forfeited, and
neither the Grantee nor any of his or her successors, heirs, assigns, or personal



 









 




representatives will thereafter have any further rights or interests in such unvested
Restricted Stock Units.




     4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date
(but in no event later than two and one-half months after the end of the year in which the Vesting
Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the
aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this
Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the
Company with respect to such shares.



     5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this
Agreement shall be subject to and governed by all the terms and conditions of the Plan, including
the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein.



     6. Tax Withholding. The Grantee shall, not later than the date as of which the
receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company
or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local
taxes required by law to be withheld on account of such taxable event. The Company shall have the
authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in
part, by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock
with an aggregate Fair Market Value that would satisfy the withholding amount due.



     7. Section 409A of the Code. This Agreement shall be interpreted in such a manner
that all provisions relating to the settlement of the Award are exempt from the requirements of
Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code.



     8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and
neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any
Subsidiary to terminate the employment of the Grantee at any time.



     9. Integration. This Agreement constitutes the entire agreement between the parties
with respect to this Award and supersedes all prior agreements and discussions between the parties
concerning such subject matter.



2









 





     10. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.



	 	 	 	 	 
	 	ELOQUA, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by
the undersigned.




	 	 	 	 	 	 	 

	Dated:

	 	 

	 	 

	 	 
	 

	 	 	 	Grantee’s Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Grantee’s name and address:	 	 
	 
	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






3









 






INCENTIVE STOCK OPTION AGREEMENT

UNDER THE ELOQUA, INC.

2012 STOCK OPTION AND INCENTIVE PLAN




	 	 	 	 	 

	Name of Optionee:
	 	                                                            
	 	 
	 
	 	 	 	 
	No. of Option Shares:
	 	                                                            	 	 
	 
	 	 	 	 
	Option Exercise Price per Share:
	 	$                                                             	 	 
	 
	 	[FMV on Grant Date (110% of FMV if a 10% owner)]	 	 
	 
	 	 	 	 
	Grant Date:
	 	                                                            	 	 
	 
	 	 	 	 
	Expiration Date:
	 	                                                            	 	 
	 
	 	[up to 10 years (5 if a 10% owner)]	 	 






     Pursuant to the Eloqua, Inc. 2012 Stock Option and Incentive Plan as amended through the date
hereof (the “Plan”), Eloqua, Inc. (the “Company”) hereby grants to the Optionee named above an
option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or
part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the
Company specified above at the Option Exercise Price per Share specified above subject to the terms
and conditions set forth herein and in the Plan.



     1. Exercisability Schedule. No portion of this Stock Option may be exercised until
such portion shall have become exercisable. Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the
following number of Option Shares on the dates indicated so long as the Optionee remains an
employee of the Company or a Subsidiary on such dates:



	 	 	 
	Incremental Number of	 	 
	Option Shares Exercisable*	 	Exercisability Date
	_____________ (___%)

	 	____________
	_____________ (___%)

	 	____________
	_____________ (___%)

	 	____________
	_____________ (___%)

	 	____________
	_____________ (___%)

	 	____________








 




			
	*	 	Max. of $100,000 per yr.





     Once exercisable, this Stock Option shall continue to be exercisable at any time or times
prior to the close of business on the Expiration Date, subject to the provisions hereof and of the
Plan.



 









 





     2. Manner of Exercise.



          (a) The Optionee may exercise this Stock Option only in the following manner: from time to
time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice
to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to
be purchased.




     Payment of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to any restrictions under any Company plan and that otherwise
satisfy any holding periods as may be required by the Administrator; or (iii) by the Optionee
delivering to the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Administrator
shall prescribe as a condition of such payment procedure; or (iv) a combination of (i), (ii) and
(iii) above. Payment instruments will be received subject to collection.



     The transfer to the Optionee on the records of the Company or of the transfer agent of the
Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full
purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other
requirements contained herein or in the Plan or in any other agreement or provision of laws, and
(iii) the receipt by the Company of any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of
Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance
with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price
by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.



          (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to
the Optionee on the records of the Company or of the transfer agent upon compliance to the
satisfaction of the Administrator with all requirements under applicable laws or regulations in
connection with such transfer and with the requirements hereof and of the Plan. The determination
of the Administrator as to such compliance shall be final and binding on the Optionee. The
Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall
have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the
stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Stock.







2









 






          (c) The minimum number of shares with respect to which this Stock Option may be exercised at
any one time shall be 100 shares, unless the number of shares with respect to which this Stock
Option is being exercised is the total number of shares subject to exercise under this Stock Option
at the time.




          (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.




     3. Termination of Employment. If the Optionee’s employment by the Company or a
Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock
Option may be subject to earlier termination as set forth below.



          (a) Termination Due to Death. If the Optionee’s employment terminates by reason of
the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent
exercisable on the date of death, may thereafter be exercised by the Optionee’s legal
representative or legatee for a period of 12 months from the date of death or until the Expiration
Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death
shall terminate immediately and be of no further force or effect.




          (b) Termination Due to Disability. If the Optionee’s employment terminates by reason
of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option
outstanding on such date, to the extent exercisable on the date of such disability, may thereafter
be exercised by the Optionee for a period of 12 months from the date of disability or until the
Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date
of disability shall terminate immediately and be of no further force or effect.




          (c) Termination for Cause. If the Optionee’s employment terminates for Cause, any
portion of this Stock Option outstanding on such date shall terminate immediately and be of no
further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an
employment agreement between the Company and the Optionee, a determination by the Administrator
that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any
agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of
nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any
material misconduct or willful and deliberate non-performance (other than by reason of disability)
by the Optionee of the Optionee’s duties to the Company.




          (d) Other Termination. If the Optionee’s employment terminates for any reason other
than the Optionee’s death, the Optionee’s disability, or Cause, and unless otherwise determined by
the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to
the extent exercisable on the date of termination, for a period of three months from the date of
termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not
exercisable on the date of termination shall terminate immediately and be of no further force or
effect.




     The Administrator’s determination of the reason for termination of the Optionee’s employment
shall be conclusive and binding on the Optionee and his or her representatives or legatees.



3









 





     4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock
Option shall be subject to and governed by all the terms and conditions of the Plan, including the
powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein.



     5. Transferability. This Agreement is personal to the Optionee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.



     6. Status of the Stock Option. This Stock Option is intended to qualify as an
“incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”), but the Company does not represent or warrant that this Stock Option qualifies as such.
The Optionee should consult with his or her own tax advisors regarding the tax effects of this
Stock Option and the requirements necessary to obtain favorable income tax treatment under Section
422 of the Code, including, but not limited to, holding period requirements. To the extent any
portion of this Stock Option does not so qualify as an “incentive stock option,” such portion shall
be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does dispose
(whether by sale, gift, transfer or otherwise) of any Option Shares within the one-year period
beginning on the date after the transfer of such shares to him or her, or within the two-year
period beginning on the day after the grant of this Stock Option, he or she will so notify the
Company within 30 days after such disposition.



     7. Tax Withholding. The Optionee shall, not later than the date as of which the
exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the
Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Company shall
have the authority to cause the minimum required tax withholding obligation to be satisfied, in
whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of
shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding
amount due.



     8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment
and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or
any Subsidiary to terminate the employment of the Optionee at any time.



     9. Integration. This Agreement constitutes the entire agreement between the parties
with respect to this Stock Option and supersedes all prior agreements and discussions between the
parties concerning such subject matter.



4









 





     10. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.



	 	 	 	 	 
	 	ELOQUA, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by
the undersigned.




	 	 	 	 	 	 	 

	Dated:

	 	 

	 	 

	 	 
	 

	 	 	 	Optionee’s Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Optionee’s name and address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






5









 






NON-QUALIFIED STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE ELOQUA, INC.

2012 STOCK OPTION AND INCENTIVE PLAN




	 	 	 	 	 

	Name of Optionee:

	 	                                                            
	 	 
	 
	 	 	 	 
	No. of Option Shares:

	 	                                                            	 	 
	 
	 	 	 	 
	Option Exercise Price per Share:

	 	$                                                            	 	 
	 

	 	[FMV on Grant Date]	 	 
	 
	 	 	 	 
	Grant Date:

	 	                                                            	 	 
	 
	 	 	 	 
	Expiration Date:

	 	                                                            	 	 
	 

	 	[No more than 10 years]	 	 






     Pursuant to the Eloqua, Inc. 2012 Stock Option and Incentive Plan as amended through the date
hereof (the “Plan”), Eloqua, Inc. (the “Company”) hereby grants to the Optionee named above, who is
a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to
purchase on or prior to the Expiration Date specified above all or part of the number of shares of
Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the
Option Exercise Price per Share specified above subject to the terms and conditions set forth
herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under
Section 422 of the Internal Revenue Code of 1986, as amended.



     1. Exercisability Schedule. No portion of this Stock Option may be exercised until
such portion shall have become exercisable. Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the
following number of Option Shares on the dates indicated so long as the Optionee remains in service
as a member of the Board on such dates:



	 	 	 
	Incremental Number of	 	 
	Option Shares Exercisable	 	Exercisability Date
	_____________ (___%)
	 	____________
	_____________ (___%)
	 	____________
	_____________ (___%)
	 	____________






     Once exercisable, this Stock Option shall continue to be exercisable at any time or times
prior to the close of business on the Expiration Date, subject to the provisions hereof and of the
Plan.



 









 





     2. Manner of Exercise.



          (a) The Optionee may exercise this Stock Option only in the following manner: from time to
time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice
to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to
be purchased.




     Payment of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to any restrictions under any Company plan and that otherwise
satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee
delivering to the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Administrator
shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement
pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by
the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will
be received subject to collection.



     The transfer to the Optionee on the records of the Company or of the transfer agent of the
Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full
purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other
requirements contained herein or in the Plan or in any other agreement or provision of laws, and
(iii) the receipt by the Company of any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of
Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance
with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price
by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.



          (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to
the Optionee on the records of the Company or of the transfer agent upon compliance to the
satisfaction of the Administrator with all requirements under applicable laws or regulations in
connection with such transfer and with the requirements hereof and of the Plan. The determination
of the Administrator as to such compliance shall be final and binding on the Optionee. The
Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall
have transferred the shares to the Optionee, and the Optionee’s name shall have been





2









 







entered as the
stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Stock.




          (c) The minimum number of shares with respect to which this Stock Option may be exercised at
any one time shall be 100 shares, unless the number of shares with respect to which this Stock
Option is being exercised is the total number of shares subject to exercise under this Stock Option
at the time.




          (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.




     3. Termination as Director. If the Optionee ceases to be a Director of the Company,
the period within which to exercise the Stock Option may be subject to earlier termination as set
forth below.



          (a) Termination Due to Death. If the Optionee’s service as a Director terminates by
reason of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the
extent exercisable on the date of death, may thereafter be exercised by the Optionee’s legal
representative or legatee for a period of 12 months from the date of death or until the Expiration
Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death
shall terminate immediately and be of no further force or effect.




          (b) Other Termination. If the Optionee ceases to be a Director for any reason other
than the Optionee’s death, any portion of this Stock Option outstanding on such date may be
exercised, to the extent exercisable on the date the Optionee ceased to be a Director, for a period
of six months from the date the Optionee ceased to be a Director or until the Expiration Date, if
earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee ceases
to be a Director shall terminate immediately and be of no further force or effect.




     4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock
Option shall be subject to and governed by all the terms and conditions of the Plan, including the
powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein.



     5. Transferability. This Agreement is personal to the Optionee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.



     6. No Obligation to Continue as a Director. Neither the Plan nor this Stock Option
confers upon the Optionee any rights with respect to continuance as a Director.



     7. Integration. This Agreement constitutes the entire agreement between the parties
with respect to this Stock Option and supersedes all prior agreements and discussions between the
parties concerning such subject matter.



3









 





     8. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.



	 	 	 	 	 
	 	ELOQUA, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by
the undersigned.




	 	 	 	 	 	 	 

	Dated:

	 	 

	 	 

	 	 
	 

	 	 	 	Optionee’s Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Optionee’s name and address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






4









 





NON-QUALIFIED STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE ELOQUA, INC.

2012 STOCK OPTION AND INCENTIVE PLAN




	 	 	 	 	 

	Name of Optionee:
	 	 	 	 
	 
	 	 	 
	No. of Option Shares:
	 	 	 	 
	 
	 	 	 	 
	Option Exercise Price per Share:
	 	$	 	 
	 
	 	 	 	 
	 
	 	[FMV on Grant Date]     
	Grant Date:
	 	 	 	 
	 
	 	 	 	 
	Expiration Date:
	 	 	 	 
	 
	 	 	 	 





     Pursuant to Eloqua, Inc. 2012 Stock Option and Incentive Plan as amended through the date
hereof (the “Plan”), Eloqua, Inc. (the “Company”) hereby grants to the Optionee named above an
option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or
part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the
Company specified above at the Option Exercise Price per Share specified above subject to the terms
and conditions set forth herein and in the Plan. This Stock Option is not intended to be an
“incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.



     1. Exercisability Schedule. No portion of this Stock Option may be exercised
until such portion shall have become exercisable. Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the
following number of Option Shares on the dates indicated so long as Optionee remains an employee of
the Company or a Subsidiary on such dates:




	 	 	 
	Incremental Number of	 	 
	Option Shares Exercisable	 	Exercisability Date
	_____________ (___%)
	 	____________
	_____________ (___%)
	 	____________
	_____________ (___%)
	 	____________
	_____________ (___%)
	 	____________
	_____________ (___%)
	 	____________






     Once exercisable, this Stock Option shall continue to be exercisable at any time or times
prior to the close of business on the Expiration Date, subject to the provisions hereof and of the
Plan.



 









 





     2. Manner of Exercise.



          (a) The Optionee may exercise this Stock Option only in the following manner: from time to
time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice
to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to be
purchased.




     Payment of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash, by certified or bank check or other instrument acceptable to the
Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the Optionee on the open market or that are beneficially owned by the
Optionee and are not then subject to any restrictions under any Company plan and that otherwise
satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee
delivering to the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable
to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Administrator
shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement
pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by
the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will
be received subject to collection.



     The transfer to the Optionee on the records of the Company or of the transfer agent of the
Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full
purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other
requirements contained herein or in the Plan or in any other agreement or provision of laws, and
(iii) the receipt by the Company of any agreement, statement or other evidence that the Company may
require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of
Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance
with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price
by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares
attested to.



          (b) The
shares of Stock purchased upon exercise of this Stock Option shall be
transferred to the Options on the records of the Company or of the transfer agent upon compliance to
the satisfaction of the Administrator with all requirements under
applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The
determination of the Administrator as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares of Stock subject to this Stock Option unless and until this
Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer
agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been





2









 







entered as the stockholder of record on the books of the Company. Thereupon, the Optionee
shall have full voting, dividend and other ownership rights with respect to such shares of Stock.




          (c) The minimum number of shares with respect to which this Stock Option may be exercised at
any one time shall be 100 shares, unless the number of shares with respect to which this Stock
Option is being exercised is the total number of shares subject to exercise under this Stock Option
at the time.




          (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.




     3. Termination of Employment. If the Optionee’s employment by the Company or a
Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock
Option may be subject to earlier termination as set forth below.



          (a) Termination Due to Death. If the Optionee’s employment terminates by reason of the
Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent
exercisable on the date of death, may thereafter be exercised by the Optionee’s legal
representative or legatee for a period of 12 months from the date of death or until the Expiration
Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death
shall terminate immediately and be of no further force or effect.




          (b) Termination Due to Disability. If the Optionee’s employment terminates by reason
of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option
outstanding on such date, to the extent exercisable on the date of such disability, may thereafter
be exercised by the Optionee for a period of 12 months from the date of disability or until the
Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date
of disability shall terminate immediately and be of no further force or effect.




          (c) Termination for Cause. If the Optionee’s employment terminates for Cause, any
portion of this Stock Option outstanding on such date shall terminate immediately and be of no
further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an
employment agreement between the Company and the Optionee, a determination by the Administrator
that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any
agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of
nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any
material misconduct or willful and deliberate non-performance (other than by reason of disability)
by the Optionee of the Optionee’s duties to the Company.




          (d) Other
Termination. If the Optionee’s employment terminates for any
reason other then the Optionee’s death,
the Optionee’s disability or Cause, and unless otherwise
determined by the Administrator, any portion of this Stock Option outstanding on such date may be
exercised, to the extent exercisable on the date of termination, for a period of three months from
the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option
that is not exercisable on the date of termination shall terminate immediately and be of no further
force or effect.





3












 





     The Administrator’s determination of the reason for termination of the Optionee’s
employment shall be conclusive and binding on the Optionee and his or her representatives or
legatees.



     4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock
Option shall be subject to and governed by all the terms and conditions of the Plan, including the
powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this
Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein.



     5. Transferability. This Agreement is personal to the Optionee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only
by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.



     6. Tax Withholding. The Optionee shall, not later than the date as of which the
exercise of this Stock Option becomes a taxable event for Federal income tax purposes, pay to the
Company or make arrangements satisfactory to the Administrator for payment of any Federal, state,
and local taxes required by law to be withheld on account of such taxable event. The Company shall
have the authority to cause the minimum required tax withholding obligation to be satisfied, in
whole or in part, by withholding from shares of Stock to be issued to the Optionee a number of
shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding
amount due.



     7. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment
and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or
any Subsidiary to terminate the employment of the Optionee at any time.



     8. Integration. This Agreement constitutes the entire agreement between the parties
with respect to this Stock Option and supersedes all prior agreements and discussions between the
parties concerning such subject matter.



4









 





     9. Notices. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business and shall be mailed or delivered to the Optionee
at the address on file with the Company or, in either case, at such other address as one
party may subsequently furnish to the other party in writing.



	 	 	 	 	 	 	 

	 	 	ELOQUA, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 





The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.




	 	 	 	 	 	 	 

	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Optionee’s Signature
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Optionee’s name and address:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 
	 	  

	 

	 	 	 	 
	 	  







5









 





Neither this document, nor any stock option agreement connected with it, is an approved
prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000
(“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of
FSMA) is being made in connection with the UK Sub-Plan to the Eloqua, Inc. 2012 Stock Option and
Incentive Plan (the “Sub-Plan”). The Sub-Plan is exclusively available to bona fide employees and
former employees of Eloqua, Inc., Eloqua (UK) Limited and any other UK Subsidiary.




UK SUB-PLAN TO THE

ELOQUA, INC. 2012 STOCK OPTION

AND INCENTIVE PLAN



Additional Terms and Conditions for Options received by Optionees resident in the UK





	1.	 	The purpose of this Sub-Plan is to provide incentives for present and future UK tax
resident employees of Eloqua, Inc. through the grant of options over shares of Common Stock of
Eloqua, Inc. (the “Company”).
	 
	2.	 	Capitalized terms are defined in the Company’s 2012 Stock Option and Incentive Plan (the
“Plan”), subject to the provisions of this Sub-Plan.
	 
	3.	 	References to Incentive Stock Options and Nonstatutory Stock Options shall not apply to
Options granted under the Sub-Plan.
	 
	4.	 	The Options granted under this Sub-Plan shall be Unapproved Options.
	 
	5.	 	This Sub-Plan is governed by the Plan and all its provisions shall be identical to those of
the Plan SAVE THAT (i) “Sub-Plan” shall be substituted for “Plan” where applicable and (ii)
the following provisions shall be as stated in this Sub-Plan in order to accommodate the
specific requirements of the laws of England and Wales:
	 
	6.	 	SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS
	 
	 	 	The first sentence is amended to read “The name of the Plan is the UK Sub-Plan to the
Eloqua, Inc. 2012 Stock Option and Incentive Plan (the “Plan”)”.
	 
	 	 	The words “the officers, employees, Non-Employee Directors and other key persons (including
Consultants and prospective employees)” shall be amended to read as “employees”.
	 
	 	 	The following definitions shall be deleted:
	 
	 	 	“Consultant”
	 
	 	 	“Dividend Equivalent Right”
	 
	 	 	“Non-Qualified Stock Option”
	 
	 	 	“Performance Based Award”
	 
	 	 	“Performance Criteria”
	 
	 	 	“Performance Cycle”
	 
	 	 	“Performance Goals”
	 
	 	 	“Performance Share Award”




 









 






	 	 	“Restricted Stock Award”
	 
	 	 	“Restricted Stock Units”
	 
	 	 	“Ten Percent Owner”
	 
	 	 	“Unrestricted Stock Award”






	 	 	The follow definitions shall be amended to read:
	 
	 	 	“Award” or “Awards,” means a grant under the Plan of a Stock Option.
	 
	 	 	“Effective Date” means the date on which the Eloqua, Inc. 2012 Stock Option and Incentive Plan
is approved by stockholders of the Company.
	 
	 	 	The follow definitions shall be added:
	 
	 	 	“Data” shall mean certain personal information about the Optionee, including, but not limited
to, name, home address and telephone number, date of birth, social insurance number, salary,
nationality, job title, any stock, units or directorships held in the Company or any Subsidiary,
details of all options or other entitlement to shares awarded, cancelled, exercised, vested,
unvested, or outstanding in the Optionee’s favour.
	 
	 	 	“Data Recipients” shall mean third parties assisting the Company in the implementation,
administration, and management of the Plan.
	 
	 	 	“Employee” means any person including officers and directors, employed by the Company or any
Subsidiary. Neither service as a director nor payment of a director’s fee by the Company or any
Subsidiary will be sufficient to constitute ‘employment’ by the Company.
	 
	 	 	“ITEPA” shall mean the Income Tax (Earnings and Pensions) Act 2003.
	 
	 	 	“Joint Election” shall mean an election (in such terms and such form as provided in paragraphs
3A and 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992), which has been
approved by HM Revenue & Customs for the transfer of the whole of or any liability of the Secondary
Contributor for any Secondary NIC Liability.
	 
	 	 	“Option Tax Liability” shall mean any liability or obligation of the Company and/or any
Subsidiary to account (or pay) for income tax (under the UK withholding system of PAYE (pay as you
earn)) or any other taxation provisions and primary class 1 National Insurance Contributions in the
United Kingdom to the extent arising from the grant, exercise, assignment, release, cancellation or
any other disposal of an Option or arising out of the acquisition, retention and disposal of the
shares of Stock acquired under this Plan.
	 
	 	 	“Personal Representative” shall mean the personal representative(s) of an Optionee (being
either the executors of his will or if he dies intestate the duly appointed administrator(s) of his
estate) who have provided to the Board evidence of their appointment as such.




2









 






	 	 	“Secondary Contributor” shall mean a person or company who has a liability to account (or pay)
the Secondary NIC Liability to HM Revenue & Customs.
	 
	 	 	“Secondary NIC Liability” shall mean any liability to employer’s Class 1 National
Insurance Contributions to the extent arising from the grant, exercise, release or cancellation of
an Option or arising out of the acquisition, retention and disposal of the shares of Stock acquired
pursuant to an Option.
	 
	 	 	“Section 431 Election” shall mean an election made under section 431 of ITEPA.
	 
	 	 	“Taxable Event” shall mean any occasion on which an Option Tax Liability or Secondary NIC
Liability arises in connection with an Option or any award of Stock under it.
	 
	 	 	“UK Subsidiary” shall mean a Subsidiary of the Company which is incorporated in the UK.
	 
	 	 	“Unapproved Option” shall mean an option over shares in the Company that is neither an
HM Revenue & Customs approved company share option (under Schedule 4 ITEPA) nor an enterprise
management incentive (EMI) option which meets the requirements of Schedule 5 ITEPA.
	 
	7.	 	SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUHTORITY TO SELECT
GRANTEES AND DETERMINE AWARDS
	 
	 	 	Subsection b(ii) shall be amended to read as follows: “to determine the time or times
of grant, and the extent, if any, of any Options granted to any one or more grantees;”
	 
	8.	 	SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
	 
	 	 	Subsection (c) shall be amended so that the words “and Stock Appreciation Rights” are deleted
wherever they appear.
	 
	9.	 	SECTION 4.ELIGIBILTIY
	 
	 	 	This section shall be amended to read:
	 
	 	 	“Grantees under the Plan will be such Employees of the Company and its Subsidiaries as are
selected from time to time by the Administrator in its sole discretion.”
	 
	10.	 	SECTION 5. STOCK OPTIONS
	 
	 	 	The second paragraph shall be amended to read:
	 
	 	 	“Stock Options granted under the Plan shall be Unapproved Options.”
	 
	 	 	The third paragraph shall be amended to read:




3









 





	 	 	“Stock Options granted pursuant to this Section 5 shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not inconsistent with the terms
of the Plan, as the Administrator shall deem desirable.”
	 
	 	 	The second sentence of subsection (a) shall be deleted.
	 
	 	 	The second sentence of subsection (b) shall be deleted.
	 
	 	 	Subsection (d) shall be amended to read as follows:
	 
	 	 	“(d) Method of Exercise. Stock Options may be exercised in whole or in part, by
giving written or electronic notice of exercise to the Company, specifying the number of shares to
be purchased. Payment of the purchase price may be made by one or more of the following methods to
the extent provided in the Option Award Certificate:






     (i) In cash or by cheque;




     (ii) By the optionee delivering to the Company a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company cash or a cheque
payable and acceptable to the Company for the purchase price; provided that in the event the
optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other agreements as the
Administrator shall prescribe as a condition of such payment procedure.




	 	 	Payment instruments will be received subject to collection. The transfer to the optionee on
the records of the Company or of the transfer agent of the shares of Stock to be purchased
pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee
(or a purchaser acting in his stead in accordance with the provisions of the Stock Option)
by the Company of the full purchase price for such shares and the fulfilment of any other
requirements contained in the Option Award Certificate or applicable provisions of laws
(including the satisfaction of any withholding taxes that the Company is obligated to
withhold with respect to the optionee, including any Option Tax Liability and Secondary NIC
Liability). In the event that the Company establishes, for itself or using the services of a
third party, an automated system for the exercise of Stock Options, such as a system using
an internet website of interactive voice response, then the paperless exercise of Stock
Options may be permitted through the use of such an automated system.”
	 
	 	 	Subsection (e) shall be deleted.
	 
	11.	 	Section 6. STOCK APPRECIATION RIGHTS TO SECTION 13. DIVIDEND EQUIVALENT
RIGHTS
	 
	 	 	Sections 6, 7, 8, 9, 10, 11, 12 and 13 shall be deleted in their entirety.
	 
	12.	 	SECTION 14. TRANSFERABILITY OF AWARDS
	 
	 	 	This section shall be deleted and replaced with the following:
	 
	 	 	“During a grantee’s lifetime, his or her Awards shall be exercisable only by the grantee, or
by the grantee’s Personal Representative in the event of the grantee’s death. No Awards
shall be sold, assigned, transferred or otherwise encumbered or disposed of




4









 






	 	 	by a grantee other than to the grantee’s Personal Representatives on the grantee’s death. No Awards
shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and
any purported transfer in violation hereof shall be null and void.”
	 
	13.	 	SECTION 15. TAX WITHHOLDING
	 
	 	 	This section shall be amended to read as follows:
	 
	 	 	“In the event that the Company or any Subsidiary determines that it is required to
account to HM Revenue & Customs for any Option Tax Liability or Secondary NIC Liability (under a
Stock Option Agreement) arising from the grant, exercise, assignment, release, cancellation or any
other disposal of an Option or arising out of the acquisition, retention and disposal of the shares
of Stock acquired pursuant to the Option, the Optionee, as a condition to the issue of shares of
Stock in connection with the exercise of an Option, or on the grant, assignment, release or
cancellation of an Option, shall make such arrangements satisfactory to the Company to enable it or
any Subsidiary to satisfy any requirement to account for any Option Tax Liability (and, if
applicable, any Secondary NIC Liability) that may arise in connection with the Option or the award
of shares of Stock pursuant to it including, but not limited to, arrangements satisfactory to the
Company for withholding Stock that would otherwise be issued pursuant to the Stock Option Agreement
to the Optionee.”
	 
	14.	 	SECTION 20.GENERAL PROVISIONS
	 
	 	 	Paragraph (b) is amended so that the words “United States” shall be replaced with the word
“relevant” wherever they appear.
	 
	15	 	SECTION 21. EFFECTIVE DATE OF PLAN
	 
	 	 	This section shall be amended to read:



“This Plan shall become effective upon approval by the Board. No grants
of Stock Options may be made hereunder after the tenth
anniversary of the Effective Date. The Plan shall terminate
automatically on the termination of the Eloqua, Inc. 2012 Stock Option
and Incentive Plan.”




APPROVED BY THE BOARD OF DIRECTORS: MAY 1, 2012







5









 






STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE UK SUB-PLAN TO THE ELOQUA, INC.




2012 STOCK OPTION AND INCENTIVE PLAN




	 	 	 	 	 
	Name of Optionee:
	 	                                                            
	 	 
	 
	 	 	 	 
	No. of Option Shares:
	 	                                                            	 	 
	 
	 	 	 	 
	Option Exercise Price per Share:
	 	$                                                            	 	 
	 
	 	[FMV on Grant Date]	 	 
	 
	 	 	 	 
	Grant Date:
	 	                                                            	 	 
	 
	 	 	 	 
	Expiration Date:
	 	                                                            	 	 






     Pursuant to the UK Sub-Plan to the Eloqua, Inc. 2012 Stock Option and Incentive Plan as
amended through the date hereof (the “Plan”), Eloqua, Inc. (the “Company”) hereby grants to the
Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date
specified above all or part of the number of shares of Common Stock, par value $0.0001 per share
(the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above
subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not
intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986,
as amended. Unless otherwise defined herein, the terms defined in the Plan with will have the same
defined meanings in this Stock Option Agreement (the “Stock Option Agreement”).



     1. Exercisability Schedule. No portion of this Stock Option may be exercised until
such portion shall have become exercisable. Except as set forth below, and subject to the
discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the
following number of Option Shares on the dates indicated so long as Optionee remains an employee of
the Company or a Subsidiary on such dates:



	 	 	 
	Incremental Number of	 	 
	Option Shares Exercisable	 	Exercisability Date
	_____________ (___%)

	 	____________
	_____________ (___%)

	 	____________
	_____________ (___%)

	 	____________
	_____________ (___%)

	 	____________
	_____________ (___%)

	 	____________






 









 






     Once exercisable, this Stock Option shall continue to be exercisable at any time or times
prior to the close of business on the Expiration Date, subject to the provisions hereof and of the
Plan.



     2. Manner of Exercise.



          (a) The Optionee may exercise this Stock Option only in the following manner: from time to
time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice
to the Administrator of his or her election to purchase some or all of the Option Shares
purchasable at the time of such notice. This notice shall specify the number of Option Shares to
be purchased.




     Payment of the purchase price for the Option Shares may be made by one or more of the
following methods: (i) in cash or by cheque; (ii) by the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a cheque payable and acceptable to the Company to pay the option
purchase price, provided that in the event the Optionee chooses to pay the option purchase price as
so provided, the Optionee and the broker shall comply with such procedures and enter into such
agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of
such payment procedure.



     The transfer to the Optionee on the records of the Company or of the transfer agent of the
Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full
purchase price for the Option Shares (including any Option Tax Liability and Secondary NIC
Liability), (ii) the fulfillment of any other requirements contained herein or in the Plan or in
any other agreement or provision of laws, and (iii) the receipt by the Company of the signed Joint
Election and the signed S431 Election together with any agreement, statement or other evidence that
the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to
the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will
be in compliance with applicable laws and regulations.



          (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to
the Optionee on the records of the Company or of the transfer agent upon compliance to the
satisfaction of the Administrator with all requirements under applicable laws or regulations in
connection with such transfer and with the requirements hereof and of the Plan. The determination
of the Administrator as to such compliance shall be final and binding on the Optionee. The
Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall
have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the
stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Stock.




          (c) The minimum number of shares with respect to which this Stock Option may be exercised at
any one time shall be 100 shares, unless the number of shares with respect to which this Stock
Option is being exercised is the total number of shares subject to exercise under this Stock Option
at the time.







2









 








          (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date hereof.




     3. Termination of Employment. If the Optionee’s employment by the Company or a
Subsidiary (as defined in the Plan) is terminated, the period within which to exercise the Stock
Option may be subject to earlier termination as set forth below.



          (a) Termination Due to Death. If the Optionee’s employment terminates by reason of
the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent
exercisable on the date of death, may thereafter be exercised by the Optionee’s Personal
Representative for a period of 12 months from the date of death or until the Expiration Date, if
earlier. Any portion of this Stock Option that is not exercisable on the date of death shall
terminate immediately and be of no further force or effect.




          (b) Termination Due to Disability. If the Optionee’s employment terminates by reason
of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option
outstanding on such date, to the extent exercisable on the date of such disability, may thereafter
be exercised by the Optionee for a period of 12 months from the date of disability or until the
Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date
of disability shall terminate immediately and be of no further force or effect.




          (c) Termination for Cause. If the Optionee’s employment terminates for Cause, any
portion of this Stock Option outstanding on such date shall terminate immediately and be of no
further force and effect. For purposes hereof, “Cause” shall mean, unless otherwise provided in an
employment agreement between the Company and the Optionee, a determination by the Administrator
that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any
agreement between the Optionee and the Company; (ii) the conviction of the Optionee of a crime
other than a minor traffic-offence; or (iii) any material misconduct or willful and deliberate
non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to
the Company.




          (d) Other Termination. If the Optionee’s employment terminates for any reason other
than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by
the Administrator, any portion of this Stock Option outstanding on such date may be exercised, to
the extent exercisable on the date of termination, for a period of three months from the date of
termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not
exercisable on the date of termination shall terminate immediately and be of no further force or
effect.




     The Administrator’s determination of the reason for termination of the Optionee’s employment
shall be conclusive and binding on the Optionee and his or her Personal Representative.



     4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock
Option shall be subject to and governed by all the terms and conditions of the Plan, including the
powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized



3









 




terms in this
Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein.

     5. Transferability. This Agreement is personal to the Optionee, is non-assignable and
is not transferable in any manner other than on the Optionee’s death, to the Optionee’s Personal
Representative. This Stock Option is exercisable, during the Optionee’s lifetime, only by the
Optionee, and thereafter, only by the Optionee’s Personal Representative.



     6. Tax Obligations.



          (a) Withholding. In the event that the Company determines that it or any Subsidiary
is required to account to HM Revenue & Customs for the Option Tax Liability and any Secondary NIC
Liability or to withhold any other tax as a result of the exercise of this Option, the Optionee, as
a condition to the exercise of the Option, shall make arrangements satisfactory to the Company to
enable it or any Subsidiary to satisfy all withholding liabilities. The Optionee shall also make
arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that
may arise in connection with the vesting or disposition of shares of Stock purchased by exercising
this Option.




          (b) Tax Consultation. Optionee understands that he or she may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the shares of Stock. Optionee
represents that he or she will consult with any tax advisors Optionee deems appropriate in
connection with the purchase or disposition of the shares of Stock and that Optionee is not relying
on the Company or any Subsidiary for any tax advice.




          (c) Section 431 Election. As a further condition of the exercise of this Option, the
Optionee shall have signed a Section 431 Election in the form set out in Appendix A or in such
other form as may be determined by HM Revenue & Customs from time to time.




          (d) Employer’s National Insurance Charges. As a further condition of the exercise of
an Option under the Plan the Optionee shall join with the Company or any other company or person
who is or becomes a Secondary Contributor in making a Joint Election which has been approved by HM
Revenue & Customs, for the transfer of the whole of any Secondary NIC Liability.




          (e) Optionee’s Tax Indemnity.





(i) Indemnity. To the extent permitted by law, the Optionee hereby
agrees to indemnify and keep indemnified the Company, and the Company as trustee for and on
behalf of any related corporation, for any Option Tax Liability.




(ii) No Obligation to Issue Shares. The Company shall not be obliged to allot
and issue any shares of Stock or any interest in shares of Stock pursuant to the exercise of
this Option unless and until the Optionee has paid to the Company such sum as is, in the
opinion of the Company, sufficient to indemnify the Company in full against the Option Tax
Liability and the Secondary NIC Liability, or the Optionee has made such



4









 






other arrangement
as in the opinion of the Company will ensure that the full amount of any Option Tax
Liability and any Secondary NIC Liability
will be recovered from the Optionee within such period as the Company may then
determine.




(iii) Right of Retention. In the absence of any such other arrangement being made,
the Company shall have the right to retain out of the aggregate number of shares to which the
Optionee would have otherwise been entitled upon the exercise of this Option, such number of shares
of Stock as, in the opinion of the Company, will enable the Company to sell as agent for the
Optionee (at the best price which can reasonably expect to be obtained at the time of the sale) and
to pay over to the Company sufficient monies out of the net proceeds of sale, after deduction of
all fees, commissions and expenses incurred in relation to such sale, to satisfy the Optionee’s
liability under such indemnity.



     7. Data Protection



          (a) By entering into this Stock Option Agreement, and as a condition of the grant of the
Option, Optionee consents to the collection, use, and transfer of personal data as described in
this paragraph to the full extent permitted by and in full compliance with applicable laws.





(i) Optionee understands that the Company and its Subsidiaries hold Data about
the Optionee for the purpose of managing and administering the Plan.




(ii) Optionee further understands that the Company and/or its Subsidiaries
will transfer Data among themselves as necessary for the purposes of
implementation, administration, and management of Optionee’s participation in the
Plan, and that the Company and/or its Subsidiary may each further transfer Data to
any Data Recipients.




(iii) Optionee understands that these Data Recipients may be located in
Optionee’s country of residence or elsewhere, such as the United States. Optionee
authorises the Data Recipients to receive, possess, use, retain, and transfer Data
in electronic or other form, for the purposes of implementing, administering, and
managing Optionee’s participation in the Plan, including any transfer of such Data,
as may be required for the administration of the Plan and/or the subsequent holding
of shares of Stock on Optionee’s behalf, to a broker or third party with whom the
 shares of Stock acquired on exercise may be deposited. Where the transfer is to be
to a destination outside the European Economic Area, the Company shall take
reasonable steps to ensure that the Optionee’s personal data continues to be
adequately protected and securely held.




(iv) Optionee understands that Optionee may, at any time, review the



5









 






Data,
request that any necessary amendments be made to it, or withdraw Optionee’s
consent herein in writing by contacting the Company. Optionee further
understands that withdrawing consent may affect Optionee’s ability
to participate in the Plan.



     8. No Obligation to Continue Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment
and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or
any Subsidiary to terminate the employment of the Optionee at any time.



     9. Additional Terms.



          (a) Optionee has no right to compensation or damages for any loss in respect of the Option
where such loss arises (or is claimed to arise), in whole or in part, from the termination of
Optionee’s employment; or notice to terminate employment given by or to Optionee. This exclusion
of liability shall apply however termination of employment, or the giving of notice, is caused
other than in a case where a competent tribunal or court, from which there can be no appeal (or
which the relevant employing company has decided not to appeal), has found that the cessation of
the Optionee’s employment amounted to unfair or constructive dismissal of Optionee and however
compensation or damages may be claimed.




          (b) Optionee has no right to compensation or damages for any loss in respect of an Option
where such loss arises (or is claimed to arise), in whole or in part, from any company ceasing to
be a Subsidiary of the Company; or the transfer of any business from a Subsidiary of the Company to
any person which is not a Subsidiary of the Company. This exclusion of liability shall apply
however the change of status of the relevant company, or the transfer of the relevant business, is
caused, and however compensation or damages may be claimed.




     10. Integration. This Agreement constitutes the entire agreement between the parties
with respect to this Stock Option and supersedes all prior agreements and discussions between the
parties concerning such subject matter.



     11. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file
with the Company or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.


This Agreement has been executed and delivered as a deed on the date set out below.



Dated:







6









 








	 	 	 	 	 

	SIGNED as a DEED
	 	 	 	 
	BY ELOQUA, INC.

	 	 	)	 
	acting by the under-mentioned

	 	 	)	 
	person(s) acting on the authority of

	 	 	)	 
	the Company in accordance with the

	 	 	)	 
	laws of the territory of its incorporation:

	 	 	)	 
	 
	 	 	 	 
	Authorised signatory
	 	 	 	 
	 
	 	 	 	 
	SIGNED as a DEED

	 	 	)	 
	by [insert name of Optionee]

	 	 	)	 
	in the presence of:

	 	 	)	 





Witness signature:



Name:



Address:



Occupation:







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