exv10w10






Exhibit 10.10




OMNITURE, INC.




2008 EQUITY INCENTIVE PLAN




(Amended and Restated February 26, 2009)




     1. Purposes of the Plan. In connection with the Merger, the shares of common stock of
Visual Sciences are being acquired and converted into Shares that will be available for grant and
issuance under this Plan consistent with the NASD Rule 4350(i)(1)(A)(iii) relating to the exception
from having to obtain stockholder approval for the establishment of a stock option, purchase plan
or other equity compensation arrangement pursuant to which options or stock may be acquired by
officers, directors, employees or consultants for certain plans or arrangements relating to an
acquisition or merger as permitted under IM-4350-5, and any ambiguities will be interpreted
consistent with such exception. The purposes of this Plan are:




	 	•	 	to attract and retain the best available personnel for positions of
substantial responsibility;
	 
	 	•	 	to provide additional incentive to certain Employees, Directors and
Consultants; and
	 
	 	•	 	to promote the success of the Company’s business.





          The Plan permits the grant of Nonstatutory Stock Options, Restricted Stock, Restricted Stock
Units, Stock Appreciation Rights and Performance Shares.




     2. Definitions. As used herein, the following definitions will apply:



          (a) “Administrator” means the Board or any of its Committees as will be administering
the Plan, in accordance with Section 4 of the Plan.




          (b) “Applicable Laws” means the requirements relating to the administration of
equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the
applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under
the Plan.




          (c) “Award” means, individually or collectively, a grant under the Plan of Options,
SARs, Restricted Stock, Restricted Stock Units or Performance Shares.




          (d) “Award Agreement” means the written or electronic agreement setting forth the
terms and provisions applicable to each Award granted under the Plan. The Award Agreement is
subject to the terms and conditions of the Plan.




          (e) “Board” means the Board of Directors of the Company.




 









 








          (f) “Change in Control” Before the February 26, 2009 amendment and restatement of the
Plan, Change in Control means the occurrence of any of the following events:




               (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities; or



               (ii) The consummation of the sale or disposition by the Company of all or substantially all of
the Company’s assets; or



               (iii) A change in the composition of the Board occurring within a two-year period, as a result
of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors”
means directors who either (A) are Directors as of the effective date of the Plan, or (B) are
elected, or nominated for election, to the Board with the affirmative votes of at least a majority
of the Incumbent Directors at the time of such election or nomination (but will not include an
individual whose election or nomination is in connection with an actual or threatened proxy contest
relating to the election of directors to the Company); or



               (iv) The consummation of a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or consolidation.



     On or after the February 26, 2009 amendment and restatement of the Plan, Change in Control
means the occurrence of any of the following events:



               (i) A change in the ownership of the Company which occurs on the date that any one person, or
more than one person acting as a group, (“Person”) acquires ownership of the stock of the
Company that, together with the stock held by such Person, constitutes more than fifty percent
(50%) of the total voting power of the stock of the Company; provided, however, that for purposes
of this subsection (i), the acquisition of additional stock by any one Person, who is considered to
own more than fifty percent (50%) of the total voting power of the stock of the Company will not be
considered a Change in Control; or



               (ii) A change in the effective control of the Company which occurs on the date that a majority
of members of the Board is replaced during any twelve (12) month period by Directors whose
appointment or election is not endorsed by a majority of the members of the Board prior to the date
of the appointment or election. For purposes of this clause (ii), if any Person is considered to
effectively control the Company, the acquisition of additional control of the Company by the same
Person will not be considered a Change in Control; or



               (iii) A change in the ownership of a substantial portion of the Company’s assets which occurs
on the date that any Person acquires (or has acquired during the twelve (12) month period ending on
the date of the most recent acquisition by such person or persons) assets



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from the Company that have a total gross fair market value equal to or more than fifty percent
(50%) of the total gross fair market value of all of the assets of the Company immediately prior to
such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii),
the following will not constitute a change in the ownership of a substantial portion of the
Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders
immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of
the Company (immediately before the asset transfer) in exchange for or with respect to the
Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of
which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or
indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding
stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting
power of which is owned, directly or indirectly, by a Person described in this subsection
(iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the
assets of the Company, or the value of the assets being disposed of, determined without regard to
any liabilities associated with such assets.



          For purposes of this Section 2(f), Persons will be considered to be acting as a group if they
are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of
stock, or similar business transaction with the Company.




          Notwithstanding the foregoing provisions of this definition, a transaction shall not be deemed
a Change in Control unless the transaction qualifies as a change in control event within the
meaning of Code Section 409A.




          (g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a
section of the Code herein will be a reference to any successor or amended section of the Code.




          (h) “Committee” means a committee of Directors or of other individuals satisfying
Applicable Laws appointed by the Board in accordance with Section 4 hereof.




          (i) “Common Stock” means the common stock of the Company.




          (j) “Company” means Omniture, Inc., a Delaware corporation, or any successor thereto.




          (k) “Consultant” means any person, including an advisor, engaged by the Company or a
Parent or Subsidiary to render services to such entity.




          (l) “Director” means a member of the Board.




          (m) “Disability” means total and permanent disability as defined in Section 22(e)(3)
of the Code, provided that the Administrator in its discretion may determine whether a permanent
and total disability exists in accordance with uniform and non-discriminatory standards adopted by
the Administrator from time to time.




          (n) “Employee” means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. Neither service as a Director nor




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payment of a director’s fee by the Company will be sufficient to constitute “employment” by
the Company.




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




          (p) “Exchange Program” means a program under which (i) outstanding Awards are
surrendered or cancelled in exchange for Awards of the same type (which may have lower exercise
prices and different terms), Awards of a different type, and/or cash, and/or (ii) the exercise
price of an outstanding Award is reduced. The Administrator will determine the terms and
conditions of any Exchange Program in its sole discretion.




          (q) “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:




               (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted on such exchange or system on the day of
determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;



               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and
low asked prices for the Common Stock on the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; or



               (iii) In the absence of an established market for the Common Stock, the Fair Market Value will
be determined in good faith by the Administrator.



          (r) “Fiscal Year” means the fiscal year of the Company.




          (s) “Merger” means the merger of Visual Sciences with and into Voyager Merger Corp., a
Delaware corporation and wholly-owned subsidiary of the Company, whereby Visual Sciences continued
as the surviving corporation and a wholly-owned subsidiary of the Company, pursuant to the
Agreement and Plan of Reorganization dated October 25, 2007.




          (t) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or
is not intended to qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.




          (u) “Officer” means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.




          (v) “Option” means a stock option granted pursuant to the Plan.




          (w) “Optioned Stock” means the Common Stock subject to an Award.




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          (x) “Parent” means a “parent corporation,” whether now or hereafter existing, as
defined in Section 424(e) of the Code.




          (y) “Participant” means the holder of an outstanding Award.




          (z) “Performance Share” means an Award denominated in Shares which may be earned in
whole or in part upon attainment of performance goals or other vesting criteria as the
Administrator may determine pursuant to Section 10.




          (aa) “Period of Restriction” means the period during which the transfer of Shares of
Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial
risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of
target levels of performance, or the occurrence of other events as determined by the Administrator.




          (bb) “Plan” means this 2008 Equity Incentive Plan.




          (cc) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under
Section 7 of the Plan, or issued pursuant to the early exercise of an Option.




          (dd) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to
the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit
represents an unfunded and unsecured obligation of the Company.




          (ee) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan.




          (ff)
“Section 16(b)” means Section 16(b) of the Exchange Act.



          (gg)
“Service Provider” means an Employee, Director or Consultant.





          (hh) “Share” means a share of the Common Stock, as adjusted in accordance with
Section 13 of the Plan.




          (ii) “Stock Appreciation Right” or “SAR” means an Award, granted alone or in
connection with an Option, that pursuant to Section 9 is designated as a SAR.




          (jj) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing,
as defined in Section 424(f) of the Code.




          (kk) “Visual Sciences” means Visual Sciences, Inc., a Delaware corporation, or any
successor thereto.




     3. Stock Subject to the Plan.



          (a) Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan,
the maximum aggregate number of Shares that may be optioned and sold under the Plan is (i) 952,093
Shares, the number of Shares which have been reserved but not issued or subject to outstanding
awards under Visual Sciences’ 2004 Equity Incentive Award Plan (the “2004 Plan”) as



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of the effective date of the Plan and as adjusted to reflect the Merger, plus (ii) any Shares
that would have otherwise returned to the 2004 Plan as a result of termination of Options or
repurchase of Shares issued under such plan. The Shares may be authorized, but unissued, or
reacquired Common Stock.




          (b) Lapsed Awards. If an Award expires or becomes unexercisable without having been
exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted
Stock, Restricted Stock Units or Performance Shares, is forfeited to or repurchased by the Company
due to failure to vest, the unpurchased Shares (or for Awards other than Options or SARs the
forfeited or repurchased Shares) which were subject thereto will become available for future grant
or sale under the Plan (unless the Plan has terminated). With respect to SARs, only Shares
actually issued pursuant to an SAR will cease to be available under the Plan; all remaining Shares
under SARs will remain available for future grant or sale under the Plan (unless the Plan has
terminated). Shares that have actually been issued under the Plan under any Award will not be
returned to the Plan and will not become available for future distribution under the Plan;
provided, however, that if Shares of Restricted Stock or Performance Shares are repurchased by the
Company or are forfeited to the Company due to their failure to vest, such Shares will become
available for future grant under the Plan. Shares used to pay the exercise price of an Award or to
satisfy the minimum statutory withholding obligations related to an Award will become available for
future grant or sale under the Plan.




          (c) Share Reserve. The Company, during the term of this Plan, will at all times
reserve and keep available such number of Shares as will be sufficient to satisfy the requirements
of the Plan.




     4. Administration of the Plan.



          (a) Procedure.




               (i) Multiple Administrative Bodies. Different Committees with respect to different
groups of Service Providers may administer the Plan.



               (ii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt
under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the
requirements for exemption under Rule 16b-3.



               (iii) Other Administration. Other than as provided above, the Plan will be
administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy
Applicable Laws.



          (b) Powers of the Administrator. Subject to the provisions of the Plan, and in the
case of a Committee, subject to the specific duties delegated by the Board to such Committee, the
Administrator will have the authority, in its discretion:




               (i) to determine the Fair Market Value;



               (ii) to select the Service Providers to whom Awards may be granted hereunder;



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               (iii) to determine the number of Shares to be covered by each Award granted hereunder;



               (iv) to approve forms of agreement for use under the Plan;



               (v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any
Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise
price, the time or times when Awards may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Award or the Shares relating thereto, based in each case on such factors as the
Administrator will determine;



               (vi) to institute an Exchange Program;



               (vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;



               (viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including
rules and regulations relating to sub-plans established for the purpose of satisfying applicable
foreign laws;



               (ix) to modify or amend each Award (subject to Section 18(c) of the Plan), including the
discretionary authority to extend the post-termination exercisability period of Awards longer than
is otherwise provided for in the Plan (subject to compliance with Code Section 409A);



               (x) to allow Participants to satisfy withholding tax obligations in such manner as prescribed
in Section 14;



               (xi) to authorize any person to execute on behalf of the Company any instrument required to
effect the grant of an Award previously granted by the Administrator;



               (xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of
Shares that would otherwise be due to such Participant under an Award; and



               (xiii) to make all other determinations deemed necessary or advisable for administering the
Plan.



          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations
and interpretations will be final and binding on all Participants and any other holders of Awards.




     5. Eligibility. Awards may be granted to Service Providers, except Service Providers
who were employed by or providing services to the Company or any of its Subsidiaries at the time
the Merger was consummated.



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     6. Stock Options.



          (a) Term of Option. The term of each Option will be stated in the Award Agreement.




          (b) Option Exercise Price and Consideration.




               (i) Exercise Price. The per share exercise price for the Shares to be issued pursuant
to exercise of an Option will be determined by the Administrator; however, the per Share exercise
price will be no less than 100% of the Fair Market Value per Share on the date of grant.



               (ii) Waiting Period and Exercise Dates. At the time an Option is granted, the
Administrator will fix the period within which the Option may be exercised and will determine any
conditions that must be satisfied before the Option may be exercised.



               (iii) Form of Consideration. The Administrator will determine the acceptable form of
consideration for exercising an Option, including the method of payment. Such consideration may
consist entirely of: (1) cash; (2) check; (3) other Shares, provided that such Shares have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option will be exercised and provided further that accepting such Shares will not result
in any adverse accounting consequences to the Company, as the Administrator determines in its sole
discretion; (4) consideration received by the Company under a cashless exercise program (whether
through a broker or otherwise) implemented by the Company in connection with the Plan; (5) such
other consideration and method of payment for the issuance of Shares to the extent permitted by
Applicable Laws; or (6) any combination of the foregoing methods of payment.



          (c) Exercise of Option.




               (i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder
will be exercisable according to the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the Award Agreement. An Option may not be
exercised for a fraction of a Share.



                    An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such
form as the Administrator specify from time to time) from the person entitled to exercise the
Option, and (ii) full payment for the Shares with respect to which the Option is exercised
(together with all applicable withholding taxes). Full payment may consist of any consideration
and method of payment authorized by the Administrator and permitted by the Award Agreement and the
Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or,
if requested by the Participant, in the name of the Participant and his or her spouse. Until the
Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to the Optioned Stock, notwithstanding the exercise
of the Option. The Company will issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.



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               Exercising an Option in any manner will decrease the number of Shares thereafter available,
both for purposes of the Plan and for sale under the Option, by the number of Shares as to which
the Option is exercised.



               (ii) Termination of Relationship as a Service Provider. If a Participant ceases to be
a Service Provider, other than upon the Participant’s death or Disability, the Participant may
exercise his or her Option within such period of time as is specified in the Award Agreement to the
extent that the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement). In the absence of a
specified time in the Award Agreement, the Option will remain exercisable for three (3) months
following the Participant’s termination. Unless otherwise provided by the Administrator, if on the
date of termination the Participant is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option will revert to the Plan. If after termination the
Participant does not exercise his or her Option within the time specified by the Administrator, the
Option will terminate, and the Shares covered by such Option will revert to the Plan.



               (iii) Disability of Participant. If a Participant ceases to be a Service Provider as
a result of the Participant’s Disability, the Participant may exercise his or her Option within
such period of time as is specified in the Award Agreement to the extent the Option is vested on
the date of termination (but in no event later than the expiration of the term of such Option as
set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the
Option will remain exercisable for twelve (12) months following the Participant’s termination.
Unless otherwise provided by the Administrator, if on the date of termination the Participant is
not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option
will revert to the Plan. If after termination the Participant does not exercise his or her Option
within the time specified herein, the Option will terminate, and the Shares covered by such Option
will revert to the Plan.



               (iv) Death of Participant. If a Participant dies while a Service Provider, the Option
may be exercised following the Participant’s death within such period of time as is specified in
the Award Agreement to the extent that the Option is vested on the date of death (but in no event
may the option be exercised later than the expiration of the term of such Option as set forth in
the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has
been designated prior to Participant’s death in a form acceptable to the Administrator. If no such
beneficiary has been designated by the Participant, then such Option may be exercised by the
personal representative of the Participant’s estate or by the person(s) to whom the Option is
transferred pursuant to the Participant’s will or in accordance with the laws of descent and
distribution. In the absence of a specified time in the Award Agreement, the Option will remain
exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the
Administrator, if at the time of death Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If
the Option is not so exercised within the time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan.



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     7. Restricted Stock.



          (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the
Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service
Providers in such amounts as the Administrator, in its sole discretion, will determine.




          (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by
an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and
such other terms and conditions as the Administrator, in its sole discretion, will determine.
Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of
Restricted Stock until the restrictions on such Shares have lapsed.




          (c) Transferability. Except as provided in this Section 7, Shares of Restricted Stock
may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction.




          (d) Other Restrictions. The Administrator, in its sole discretion, may impose such
other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.




          (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares
of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released
from escrow as soon as practicable after the last day of the Period of Restriction or at such other
time as the Administrator may determine. The Administrator, in its discretion, may accelerate the
time at which any restrictions will lapse or be removed.




          (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares
of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares,
unless the Administrator determines otherwise.




          (g) Dividends and Other Distributions. During the Period of Restriction, Service
Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other
distributions paid with respect to such Shares unless otherwise provided in the Award Agreement.
If any such dividends or distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect
to which they were paid.




          (h) Return of Restricted Stock to Company. On the date set forth in the Award
Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company
and again will become available for grant under the Plan.




     8. Restricted Stock Units.



          (a) Grant. Restricted Stock Units may be granted at any time and from time to time as
determined by the Administrator. After the Administrator determines that it will grant Restricted
Stock Units under the Plan, it shall advise the Participant in an Award Agreement of the terms,
conditions, and restrictions related to the grant, including the number of Restricted Stock Units.




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          (b) Vesting Criteria and Other Terms. The Administrator shall set vesting criteria in
its discretion, which, depending on the extent to which the criteria are met, will determine the
number of Restricted Stock Units that will be paid out to the Participant. The Administrator may
set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals
(including, but not limited to, continued employment), or any other basis determined by the
Administrator in its discretion.




          (c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the
Participant shall be entitled to receive a payout as specified in the Restricted Stock Unit Award
Agreement. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units,
the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be
met to receive a payout.




          (d) Form and Timing of Payment. Payment of earned Restricted Stock Units shall be
made as soon as practicable after the date(s) set forth in the Restricted Stock Unit Award
Agreement. The Administrator may only settle earned Restricted Stock Units in Shares.




          (e) Cancellation. On the date set forth in the Restricted Stock Unit Award Agreement,
all unearned Restricted Stock Units shall be forfeited to the Company.




     9. Stock Appreciation Rights.



          (a) Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be
granted to Service Providers at any time and from time to time as will be determined by the
Administrator, in its sole discretion.




          (b) Number of Shares. The Administrator will have complete discretion to determine
the number of SARs granted to any Service Provider.




          (c) Exercise Price and Other Terms. The per share exercise price for the Shares to be
issued pursuant to exercise of an SAR shall be determined by the Administrator and shall be no less
than 100% of the Fair Market Value per share on the date of grant. Otherwise, the Administrator,
subject to the provisions of the Plan, shall have complete discretion to determine the terms and
conditions of SARs granted under the Plan; provided, however, that no SAR may have a term of more
than ten (10) years from the date of grant.




          (d) SAR Agreement. Each SAR grant will be evidenced by an Award Agreement that will
specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms
and conditions as the Administrator, in its sole discretion, will determine.




          (e) Expiration of SARs. An SAR granted under the Plan will expire upon the date
determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.
Notwithstanding the foregoing, the rules of Section 6(c) also will apply to SARs.




          (f) Payment of SAR Amount. Upon exercise of an SAR, a Participant will be entitled to
receive payment from the Company in an amount determined by multiplying:




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               (i) The difference between the Fair Market Value of a Share on the date of exercise over the
exercise price; times



               (ii) The number of Shares with respect to which the SAR is exercised.



     The payment upon SAR exercise may only be in Shares of equivalent value (rounded down to the
nearest whole Share).



     10. Performance Shares.



          (a) Grant of Performance Shares. Subject to the terms and conditions of the Plan,
Performance Shares may be granted to Participants at any time as shall be determined by the
Administrator, in its sole discretion. The Administrator shall have complete discretion to
determine (i) the number of Shares subject to a Performance Share award granted to any Participant,
and (ii) the conditions that must be satisfied, which typically will be based principally or solely
on achievement of performance milestones but may include a service-based component, upon which is
conditioned the grant or vesting of Performance Shares. Performance Shares shall be granted in the
form of units to acquire Shares. Each such unit shall be the equivalent of one Share for purposes
of determining the number of Shares subject to an Award. Until the Shares are issued, no right to
vote or receive dividends or any other rights as a stockholder shall exist with respect to the
units to acquire Shares.




          (b) Other Terms. The Administrator, subject to the provisions of the Plan, shall have
complete discretion to determine the terms and conditions of Performance Shares granted under the
Plan. Performance Share grants shall be subject to the terms, conditions, and restrictions
determined by the Administrator at the time the stock is awarded, which may include such
performance-based milestones as are determined appropriate by the Administrator. The Administrator
may require the recipient to sign a Performance Shares Award Agreement as a condition of the award.
Any certificates representing the Shares of stock awarded shall bear such legends as shall be
determined by the Administrator.




          (c) Performance Share Award Agreement. Each Performance Share grant shall be
evidenced by an Award Agreement that shall specify such other terms and conditions as the
Administrator, in its sole discretion, shall determine.




     11. Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards
granted hereunder will be suspended during any unpaid leave of absence. A Service Provider will
not cease to be an Employee in the case of (i) any leave of absence approved by the Company or
(ii) transfers between locations of the Company or between the Company, its Parent, or any
Subsidiary.



     12. Transferability of Awards. Unless determined otherwise by the Administrator, an
Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Participant, only by the Participant. If the Administrator makes an Award
transferable, such Award will contain such additional terms and conditions as the Administrator
deems appropriate.



-12-









 





     13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.



          (a) Adjustments. In the event that any dividend or other distribution (whether in the
form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Shares or other securities of the Company, or other change in the corporate structure
of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or
enlargement of the benefits or potential benefits intended to be made available under the Plan,
shall adjust the number and class of Shares that may be delivered under the Plan and/or the number,
class, and price of Shares covered by each outstanding Award, and the numerical Share limits in
Section 3 of the Plan.




          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator will notify each Participant as soon as practicable
prior to the effective date of such proposed transaction. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such proposed action.




          (c) Change in Control. In the event of a merger or Change in Control, each
outstanding Award will be treated as the Administrator determines, including, without limitation,
that each Award be assumed or an equivalent option or right substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. The Administrator shall not be
required to treat all Awards similarly in the transaction.




          In the event that the successor corporation does not assume or substitute for the Award, the
Participant will fully vest in and have the right to exercise all of his or her outstanding Options
and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be
vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse,
and, with respect to Awards with performance-based vesting, all performance goals or other vesting
criteria will be deemed achieved at 100% on-target levels and all other terms and conditions met.
In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of
a Change in Control, the Administrator will notify the Participant in writing or electronically
that the Option or Stock Appreciation Right will be exercisable for a period of time determined by
the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate
upon the expiration of such period.




          For the purposes of this subsection (c), an Award will be considered assumed if, following the
Change in Control, the Award confers the right to purchase or receive, for each Share subject to
the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or
other securities or property) received in the Change in Control by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the Change in Control is not
solely common stock of the successor corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be received upon the
exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit or
Performance Share, for each Share subject to such Award, to be solely common stock of the successor
corporation



-13-









 






or its Parent equal in fair market value to the per share consideration received by holders of
Common Stock in the Change in Control.




          Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earned
or paid-out upon the satisfaction of one or more performance goals will not be considered assumed
if the Company or its successor modifies any of such performance goals without the Participant’s
consent; provided, however, a modification to such performance goals only to reflect the successor
corporation’s post-Change in Control corporate structure will not be deemed to invalidate an
otherwise valid Award assumption.




     14. Tax Withholding.



          (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to
an Award (or exercise thereof), the Company will have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, local, foreign or other taxes (including the Participant’s FICA obligation)
required to be withheld with respect to such Award (or exercise thereof).




          (b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant
to such procedures as it may specify from time to time, may permit a Participant to satisfy such
tax withholding obligation, in whole or in part by (i) paying cash, (ii) electing to have the
Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the
minimum statutory amount required to be withheld, (iii) delivering to the Company already-owned
Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or
(iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such
means as the Administrator may determine in its sole discretion (whether through a broker or
otherwise) equal to the amount required to be withheld. The Fair Market Value of the Shares to be
withheld or delivered will be determined as of the date that the taxes are required to be withheld.




     15. No Effect on Employment or Service. Neither the Plan nor any Award will confer
upon a Participant any right with respect to continuing the Participant’s relationship as a Service
Provider with the Company, nor will they interfere in any way with the Participant’s right or the
Company’s right to terminate such relationship at any time, with or without cause, to the extent
permitted by Applicable Laws.



     16. Date of Grant. The date of grant of an Award will be, for all purposes, the date
on which the Administrator makes the determination granting such Award, or such other later date as
is determined by the Administrator. Notice of the determination will be provided to each
Participant within a reasonable time after the date of such grant.



     17. Term of Plan. The Plan will become effective upon its adoption by the Board. It
will continue in effect until July 14, 2014, the date the 2004 Plan would have otherwise
terminated, unless terminated earlier under Section 18 of the Plan.



     18. Amendment and Termination of the Plan.



          (a) Amendment and Termination. The Board may at any time amend, alter, suspend or
terminate the Plan.




-14-









 








          (b) Stockholder Approval. The Company will obtain stockholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable Laws.




          (c) Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise
between the Participant and the Administrator, which agreement must be in writing and signed by the
Participant and the Company. Termination of the Plan will not affect the Administrator’s ability
to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior
to the date of such termination.




     19. Conditions Upon Issuance of Shares.



          (a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award
unless the exercise of such Award and the issuance and delivery of such Shares will comply with
Applicable Laws and will be further subject to the approval of counsel for the Company with respect
to such compliance.




          (b) Investment Representations. As a condition to the exercise of an Award, the
Company may require the person exercising such Award to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.




     20. Inability to Obtain Authority. The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority will not have been obtained.



-15-









 





OMNITURE, INC.




2008 EQUITY INCENTIVE PLAN




STOCK OPTION AWARD AGREEMENT




     Unless otherwise defined herein, the terms defined in the Omniture, Inc. 2008 Equity Incentive
Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the
“Award Agreement”).



I.
NOTICE OF STOCK OPTION GRANT




	 	 	 	 	 
	 

	 	Participant’s Name:
	 	[INSERT NAME]
	 
	 	 	 	 
	 

	 	Participant’s Address:
	 	[INSERT ADDRESS]






     You have been granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Award Agreement, as follows:



	 	 	 	 	 
	 

	 	Grant Number:
	 	[INSERT GRANT NO.]
	 
	 	 	 	 
	 

	 	Date of Grant:
	 	[INSERT GRANT DATE]
	 
	 	 	 	 
	 

	 	Vesting Commencement Date:
	 	[INSERT VCD]
	 
	 	 	 	 
	 

	 	Exercise Price per Share: $
	 	[INSERT PRICE/SHARE]
	 
	 	 	 	 
	 

	 	Total Number of Shares Granted:
	 	[INSERT SHARES]
	 
	 	 	 	 
	 

	 	Total Exercise Price:
	 	$[INSERT TOTAL X PRICE]
	 
	 	 	 	 
	 

	 	Type of Option:
	 	Nonstatutory Stock Option (NSO)
	 
	 	 	 	 
	 

	 	Term/Expiration Date:
	 	[INSERT TERM DATE]






     Vesting Schedule:



     Subject to accelerated vesting as set forth below or in the Plan, this Option may be
exercised, in whole or in part, in accordance with the following vesting schedule:



     [INSERT VESTING SCHEDULE]



     Termination Period:



     This Option shall be exercisable for three (3) months after Participant ceases to be a Service
Provider, unless such termination is due to Participant’s death or Disability, in which case this
Option shall be exercisable for one (1) year after Participant ceases to be Service Provider.
Notwithstanding the foregoing, in no event may this Option be exercised after the Term/Expiration
Date as provided above and may be subject to earlier termination as provided in Section 13(c) of
the Plan.




 









 








II. AGREEMENT




     A. Grant of Option.



          The Administrator hereby grants to the individual named in the Notice of Grant attached as
Part I of this Agreement (the “Participant”) an option (the “Option”) to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is
incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of this Award Agreement,
the terms and conditions of the Plan will prevail.




     B. Exercise of Option.



          1. Right to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and
this Award Agreement.




          2. Method of Exercise. This Option is exercisable by delivery of an exercise notice,
in the form attached as Exhibit A (the “Exercise Notice”) or in such other form and manner
and pursuant to such procedures as determined by the Administrator, which will state the election
to exercise the Option, the number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be required by the
Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by
Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of
the aggregate Exercise Price as to all Exercised Shares together with any applicable tax
withholding. This Option will be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise Price, together with any applicable
tax withholding.




               No Shares will be issued pursuant to the exercise of this Option unless such issuance and
exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the
Exercised Shares will be considered transferred to Participant on the date the Option is exercised
with respect to such Exercised Shares.



     C. Method of Payment.



          Payment of the aggregate Exercise Price will be by any of the following, or a combination
thereof:




          1. cash;




          2. check;




          3. consideration received by the Company under a formal cashless exercise program adopted by
the Company in connection with the Plan; or




          4. surrender of other Shares which (a) shall be valued at its Fair Market Value on the date of
exercise, and (b) must be owned free and clear of any liens, claims, encumbrances or security
interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result
in any adverse accounting consequences to the Company.




     D. Non-Transferability of Option.



-2-









 





          This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Participant only by
Participant. The terms of the Plan and this Award Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Participant.



     E. Term of Option.



          This Option may be exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of this Award Agreement.




     F. Tax Obligations.



          1. Tax Withholding. Participant agrees to make appropriate arrangements with the
Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of
all Federal, state, local, and foreign income and employment tax withholding requirements
applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse
to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at
the time of exercise.




          2. Code Section 409A. Under Code Section 409A, an option that vests after December
31, 2004 that was granted with a per share exercise price that is determined by the U.S. Internal
Revenue Service (the “IRS”) to be less than the fair market value of a Share on the date of grant
(a “discounted option”) may be considered “deferred compensation.” An option that is a “discounted
option” may result in (a) income recognition by Participant (if they are a U.S. taxpayer) prior to
the exercise of the option, (b) an additional twenty percent (20%) tax, and (c) potential penalty
and interest charges. The “discounted option” may also result in additional state income, penalty
and interest tax to the Participant. Participant acknowledges that the Company cannot and has not
guaranteed that the IRS will agree that the per Share exercise price of this Option equals or
exceeds the Fair Market Value of a Share on the Date of Grant in a later examination. Participant
agrees that if the IRS determines that the Option was granted with a per share exercise price that
was less than the Fair Market Value of a Share on the Date of Grant, Participant will be solely
responsible for Participant’s costs related to such a determination.




          The Board reserves the right, to the extent it deems necessary or advisable in its sole
discretion, to unilaterally alter or modify this Award Agreement to ensure that all Options
provided to Participants who are U.S. taxpayers are made in such a manner that either qualifies for
exemption from or complies with Section 409A of the Code; provided, however, that the Company makes
no representation that the Options will be exempt from or comply with Section 409A of the Code and
makes no undertaking to preclude Section 409A of the Code from applying to the Options.




     G. Entire Agreement; Governing Law.



          The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Participant with respect to
the subject matter hereof, and may not be modified adversely to Participant’s interest except by
means of a writing signed by the Company and Participant. This Award Agreement is governed by the
internal substantive laws, but not the choice of law rules, of Utah. For purposes of litigating
any dispute that arises directly or indirectly from the relationship of the parties evidenced by
this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction
of the State of Utah and agree that such litigation shall be conducted only in the courts of Utah,
Fourth District, or the federal courts for the United States for the 10th Circuit, and
no other courts, where this grant is made and/or to be performed.




-3-









 








     H. NO GUARANTEE OF CONTINUED SERVICE.



          PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR
THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THIS OPTION OR PURCHASING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES
AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN
ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING
OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY
TIME, WITH OR WITHOUT CAUSE.




     I. Data Privacy.



          Participant hereby explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of Participant’s personal data as described in this Award Agreement
and any other Option grant materials by and among, as applicable, the Employer, the Company and its
Parents, Subsidiaries and affiliates for the exclusive purpose of implementing, administering and
managing Participant’s participation in the Plan.




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




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




-4-









 








     J. Electronic Delivery.



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




     K. Severability.



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




[Remainder of Page Intentionally Left Blank]




-5-









 








     By Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Option is granted under and governed by the terms and
conditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award
Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Award Agreement and fully understands all provisions of the Plan and Award
Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and Award Agreement.
Participant further agrees to notify the Company upon any change in the residence address indicated
below.



	 	 	 
	PARTICIPANT:

	 	OMNITURE, INC.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Print Name
	 
	 	 
	 

	 	 
	Residence Address

	 	Title
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 






-6-









 






EXHIBIT A




OMNITURE, INC.




2008 EQUITY INCENTIVE PLAN




EXERCISE NOTICE




Omniture, Inc.

550 East Timpanogos Circle

Orem, Utah 84097

Attention: Stock Plan Administration




     1. Exercise of Option. Effective as of today,                                         ,                
     , the
undersigned (“Purchaser”) hereby elects to exercise Purchaser’s option (the “Option”) to purchase
                                        
shares (the “Shares”) of the Common Stock of Omniture, Inc. (the “Company”) under
and pursuant to the 2008 Equity Incentive Plan (the “Plan”) and the Award Agreement dated
                                        ,                      (the “Award Agreement”). The Exercise Price for the Shares will be
$                                        .                    , as required by the Award Agreement.



     2. Delivery of Payment. Purchaser herewith delivers to the Company the full Exercise
Price for the Shares and any required withholding taxes to be paid in connection with the exercise
of the Option.



     3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received,
read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their
terms and conditions.



     4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares,
no right to vote or receive dividends or any other rights as a stockholder will exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. The Shares so acquired will be
issued to Purchaser as soon as practicable after exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the date of issuance,
except as provided in Section 13 of the Plan.



     5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.



     6. Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated
herein by reference. This Exercise Notice, the Plan and the Award Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety
all prior undertakings and agreements of the Company and Purchaser with respect to the subject
matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a
writing signed by the Company and Purchaser. The terms of this Exercise Notice are governed by,
and construed in accordance with, the internal substantive



 









 







laws, but not the choice of law rules, of Utah. For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties evidenced by the Option or the
terms of the Award Agreement, the parties hereby submit to and consent to the exclusive
jurisdiction of the State of Utah and agree that such litigation shall be conducted only in the
courts of Utah, Fourth District, or the federal courts for the United States for the
10th Circuit, and no other courts, where this Option grant is made and/or to be
performed.



	 	 	 
	Submitted by:

	 	Accepted by:
	 
	 	 
	PURCHASER:

	 	OMNITURE, INC.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Its
	 
	 	 
	Address:

	 	Address:
	 
	 	 
	 

	 	Omniture, Inc.
	 


	 	 550
East Timpanogos Circle
	 

	 	Orem, Utah 84097
	 


	 	 
	 

	 	Attention: Stock Plan Administration
	 


	 	 
	 

	 	 
	 

	 	Date Received






-2-









 






OMNITURE, INC.




2008 EQUITY INCENTIVE PLAN




RESTRICTED STOCK UNIT AWARD AGREEMENT




     Unless otherwise defined herein, the terms defined in the Omniture, Inc. 2008 Equity Incentive
Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement
(the “Award Agreement”).



I. NOTICE OF RESTRICTED STOCK UNIT GRANT




	 	 	 	 	 
	 

	 	Participant’s Name:
	 	[INSERT NAME]
	 
	 	 	 	 
	 

	 	Participant’s Address:
	 	[INSERT ADDRESS]






     You have been granted the right to receive an Award of Restricted Stock Units, subject to the
terms and conditions of the Plan and this Award Agreement, as follows:



	 	 	 	 	 
	 

	 	Grant Number:
	 	[INSERT GRANT NUMBER]
	 
	 	 	 	 
	 

	 	Date of Grant:
	 	[INSERT DATE OF GRANT]
	 
	 	 	 	 
	 

	 	Vesting Commencement Date:
	 	[INSERT VCD]
	 
	 	 	 	 
	 

	 	Number of Restricted Stock Units:
	 	[INSERT NUMBER OF SHARES]






     Vesting Schedule:



     Subject to any acceleration provisions contained in the Plan or set forth below, the
Restricted Stock Unit will vest in accordance with the following vesting schedule:



     [INSERT VESTING SCHEDULE]



     In the event Participant ceases to be a Service Provider for any or no reason before
Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right
to acquire any Shares hereunder will immediately terminate.



II. AGREEMENT




     A. Grant of Restricted Stock Unit.



          The Administrator hereby grants to the individual named in the Notice of Grant attached as
Part I of this Award Agreement (the “Participant”) under the Plan an Award of Restricted Stock
Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is
incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict
between the terms and conditions



 









 






of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of
the Plan will prevail.




     B. Company’s Obligation to Pay.



          Each Restricted Stock Unit represents the right to receive a Share on the date it vests.
Unless and until the Restricted Stock Units will have vested in the manner set forth in Section C,
Participant will have no right to payment of any such Restricted Stock Units. Prior to actual
payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an
unsecured obligation of the Company, payable (if at all) only from the general assets of the
Company. Any Restricted Stock Units that vest in accordance with Sections C or D will be paid to
Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject
to Participant satisfying any applicable tax withholding obligations as set forth in Section G.
Subject to the provisions of Section D, such vested Restricted Stock Units shall be paid in Shares
as soon as practicable after vesting, but in each such case within the period ending no later than
the date that is two and one half (21/2) months from the end of the Company’s tax year that includes
the vesting date.




     C. Vesting Schedule.



          Except as provided in Section D, and subject to Section E, the Restricted Stock Units awarded
by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice
of Grant attached as Part I of this Award Agreement. Restricted Stock Units scheduled to vest on a
certain date or upon the occurrence of a certain condition will not vest in Participant in
accordance with any of the provisions of this Award Agreement, unless Participant will have been
continuously a Service Provider from the Date of Grant until the date such vesting occurs.




     D. Administrator Discretion.



          The Administrator, in its discretion, may accelerate the vesting of the balance, or some
lesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to the
terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having
vested as of the date specified by the Administrator.




          Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting
of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated
in connection with Participant’s termination as a Service Provider (provided that such termination
is a “separation from service” within the meaning of Section 409A, as determined by the Company),
other than due to death, and if (x) Participant is a “specified employee” within the meaning of
Section 409A at the time of such termination as a Service Provider and (y) the payment of such
accelerated Restricted Stock Units will result in the imposition of additional tax under Section
409A if paid to Participant on or within the six (6) month period following Participant’s
termination as a Service Provider, then the payment of such accelerated Restricted Stock Units will
not be made until the date six (6) months and one (1) day following the date of Participant’s
termination as a Service Provider, unless the Participant dies following his or her termination as
a Service Provider, in which case, the Restricted Stock Units will be paid in Shares to the
Participant’s estate as soon as practicable following his or her death. It is the intent of this
Award Agreement to comply with the requirements of Section 409A so that none of the Restricted
Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to
the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so
comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and
any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance
thereunder, as each may be amended from time to time.




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     E. Forfeiture upon Termination of Status as a Service Provider.



          Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted
Stock Units that have not vested as of the time of Participant’s termination as a Service Provider
for any or no reason and Participant’s right to acquire any Shares hereunder will immediately
terminate.




     F. Death of Participant.



          Any distribution or delivery to be made to Participant under this Award Agreement will, if
Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary
survives Participant, the administrator or executor of Participant’s estate. Any such transferee
must furnish the Company with (a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of the transfer and compliance
with any laws or regulations pertaining to said transfer.




     G. Withholding of Taxes.



          Notwithstanding any contrary provision of this Award Agreement, no certificate representing
the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined
by the Administrator) will have been made by Participant with respect to the payment of income,
employment and other taxes which the Company determines must be withheld with respect to such
Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit Participant to satisfy such tax withholding obligation, in
whole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withhold
otherwise deliverable cash or Shares having a Fair Market Value equal to the minimum amount
required to be withheld, or (c) delivering to the Company already-owned Shares having a Fair Market
Value equal to the minimum statutory amount required to be withheld. To the extent determined
appropriate by the Company in its discretion, it shall have the right (but not the obligation) to
satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to
Participant. If Participant fails to make satisfactory arrangements for the payment of any
required tax withholding obligations hereunder at the time any applicable Restricted Stock Units
otherwise are scheduled to vest pursuant to Sections C or D, Participant will permanently forfeit
such Restricted Stock Units and any right to receive Shares thereunder and the Restricted Stock
Units will be returned to the Company at no cost to the Company.




     H. Entire Agreement; Governing Law.



          The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Participant with respect to
the subject matter hereof, and may not be modified adversely to Participant’s interest except by
means of a writing signed by the Company and Participant. Notwithstanding anything to the contrary
in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement
as it deems necessary or advisable, in its sole discretion and without the consent of Participant,
to comply with Section 409A or to otherwise avoid imposition of any additional tax or income
recognition under Section 409A in connection to this Award of Restricted Stock Units. This Award
Agreement is governed by the internal substantive laws, but not the choice of law rules, of Utah.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of
the parties evidenced by this grant or the Agreement, the parties hereby submit to and consent to
the exclusive jurisdiction of the State of Utah and agree that such litigation shall be conducted
only in the courts of Utah, Fourth District, or the federal courts for the United States for the
10th Circuit, and no other courts, where this grant is made and/or to be performed.




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     I. Rights as Stockholder.



          Neither Participant nor any person claiming under or through Participant will have any of the
rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder
unless and until certificates representing such Shares will have been issued, recorded on the
records of the Company or its transfer agents or registrars, and delivered to Participant. After
such issuance, recordation and delivery, Participant will have all the rights of a stockholder of
the Company with respect to voting such Shares and receipt of dividends and distributions on such
Shares.




     J. NO GUARANTEE OF CONTINUED SERVICE.



          PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE
COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER.
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE
COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.




     K. Data Privacy.



          Participant hereby explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of Participant’s personal data as described in this Award Agreement
and any other Award grant materials by and among, as applicable, the employer, the Company and its
Parents, Subsidiaries and affiliates for the exclusive purpose of implementing, administering and
managing Participant’s participation in the Plan.




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




          Participant understands that Data will be transferred to E*TRADE FINANCIAL, or such other
stock plan service provider as may be selected by the Company in the future, which is assisting the
Company with the implementation, administration and management of the Plan. Participant
understands that the recipients of the Data may be located in the United States or elsewhere, and
that the recipients’ country (e.g., the United States) may have different data privacy laws and
protections than Participant’s country. Participant understands that Participant may request a
list with the names and addresses of any potential recipients of the Data by contacting
Participant’s local human resources representative. Participant authorizes the Company, E*TRADE
FINANCIAL and any other possible recipients which may



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assist the Company (presently or in the future) with implementing, administering and managing
the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for
the sole purpose of implementing, administering and managing Participant’s participation in the
Plan. Participant understands that Data will be held only as long as is necessary to implement,
administer and manage Participant’s participation in the Plan. Participant understands that
Participant may, at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing Participant’s local human resources
representative. Participant understands, however, that refusing or withdrawing consent may affect
Participant’s ability to participate in the Plan. For more information on the consequences of
Participant’s refusal to consent or withdrawal of consent, Participant understands that Participant
may contact Participant’s local human resources representative.




     L. Address for Notices.



          Any notice to be given to the Company under the terms of this Award Agreement will be
addressed to the Company at Omniture, Inc., 550 East Timpanagos Circle, Building G, Orem, UT 84097,
or at such other address as the Company may hereafter designate in writing.




     M. Grant is Not Transferable.



          Except to the limited extent provided in Section F, this grant and the rights and privileges
conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and will not be subject to sale under execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
this grant, or any right or privilege conferred hereby, or upon any attempted sale under any
execution, attachment or similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.




     N. Binding Agreement.



          Subject to the limitation on the transferability of this grant contained herein, this Award
Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal
representatives, successors and assigns of the parties hereto.




     O. Additional Conditions to Issuance of Stock.



          If at any time the Company will determine, in its discretion, that the listing, registration
or qualification of the Shares upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory authority is necessary or desirable as a
condition to the issuance of Shares to Participant (or his or her estate), such issuance will not
occur unless and until such listing, registration, qualification, consent or approval will have
been effected or obtained free of any conditions not acceptable to the Company. Where the Company
determines that the delivery of the payment of any Shares will violate federal securities laws or
other applicable laws, the Company will defer delivery until the earliest date at which the Company
reasonably anticipates that the delivery of Shares will no longer cause such violation. The
Company will make all reasonable efforts to meet the requirements of any such state or federal law
or securities exchange and to obtain any such consent or approval of any such governmental
authority.




     P. Administrator Authority.



          The Administrator will have the power to interpret the Plan and this Award Agreement and to
adopt such rules for the administration, interpretation and application of the Plan as are
consistent therewith



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and to interpret or revoke any such rules (including, but not limited to, the determination of
whether or not any Restricted Stock Units have vested). All actions taken and all interpretations
and determinations made by the Administrator in good faith will be final and binding upon
Participant, the Company and all other interested persons. No member of the Administrator will be
personally liable for any action, determination or interpretation made in good faith with respect
to the Plan or this Award Agreement.




     Q. Electronic Delivery.



          The Company may, in its sole discretion, decide to deliver any documents related to Restricted
Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the
Plan by electronic means or request Participant’s consent to participate in the Plan by electronic
means. Participant hereby consents to receive such documents by electronic delivery and, if
requested, to agree to participate in the Plan through an on-line or electronic system established
and maintained by the Company or a third party designated by the Company.




     R. Captions.



          Captions provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Award Agreement.




     S. Severability.



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




     T. Amendment, Suspension or Termination of the Plan.



          By accepting this Award, Participant expressly warrants that he or she has received an Award
of Restricted Stock Units under the Plan, and has received, read and understood a description of
the Plan. Participant understands that the Plan is discretionary in nature and may be amended,
suspended or terminated by the Company at any time.




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     By Participant’s signature and the signature of the Company’s representative below,
Participant and the Company agree that this Award of Restricted Stock Units is granted under and
governed by the terms and conditions of the Plan and this Award Agreement. Participant has
reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Award Agreement and fully understands all provisions of
the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions relating to the Plan and
Award Agreement. Participant further agrees to notify the Company upon any change in the residence
address indicated below.



	 	 	 
	PARTICIPANT:

	 	OMNITURE, INC.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Title
	 
	 	 
	Residence Address:
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 







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