exv10w15






EXHIBIT
10.15







JOSHUA G. JAMES AMENDED & RESTATED EMPLOYMENT AGREEMENT




     This Employment Agreement (the “Agreement”) was originally entered into as of April
21, 2004 (the “Effective Date”) between Omniture, Inc., a Delaware corporation with its
principal offices located at 550 East Timpanogos Circle, Orem, UT 84097, (the “Company”),
and Joshua G. James, a resident of Utah (the “Employee”), and is hereby amended and
restated in its entirety effective June 7, 2006.



     In consideration of the promises and the terms and conditions set forth in this Agreement, the
parties agree as follows:



     1. Position. During the term of this Agreement, Company will employ Employee, and
Employee will serve Company in the capacity of Chief Executive Officer, and will be appointed as a
member of Company’s Board of-Directors (the “Board”). Employee will report directly to the
Board.



     2. Duties. Employee will have full responsibility for managing the Company, including
responsibility for firing and hiring employees of the Company, will report only to the Board, and
have powers and authority shall be superior to those of any officer or employee of the Company;
provided, however, that the Company shall not, without Employee’s express written consent, require
Employee to be based anywhere other than in Utah County, Utah, except for required travel on the
Company’s business to an extent substantially consistent with travel required of persons who hold
similar positions or have similar duties with the Company.



     3. Exclusive Service. Employee will devote substantially all his working time and
efforts to the business and affairs of the Company. The foregoing shall not, however, preclude
Employee (a) from engaging in appropriate educational, civic, charitable or religious activities,
(b) from devoting a reasonable amount of time to private investments, (c) from serving on the
boards of directors of two (2) other entities; provided that Employee may serve on additional
boards of directors upon approval of the Board, or (d) from providing incidental assistance to
family members on matters of family business, so long as the foregoing activities and service do
not conflict with Employee’s responsibilities to the Company.



     4. Termination of Agreement. This Agreement shall terminate on the date on which all
obligations hereunder of the parties hereto have been satisfied.



     5. Compensation and Benefits.



          5.1 Base Salary. The Company agrees to pay Employee a minimum annual salary of
$235,000, or in the event of any portion of a year, a pro rata amount of such annual salary.
Employee’s base salary shall be reviewed by the Board or the Compensation Committee of the Board
for possible increases prior to the start of each fiscal year, effective at the beginning of such
fiscal




 









 







year. Employee’s salary will be payable as earned in accordance with Company’s customary
payroll practice.




          5.2 Cash Bonus. Employee will have the potential to receive an annual cash bonus of
at least $150,000 subject to the terms of a Bonus Plan, to be established within sixty (60) days
after the Effective Date or as otherwise determined by the Board and annually thereafter by the
Board, as amended from time to time.




          5.3 Additional Benefits. Employee will be eligible to participate in Company’s
employee benefit plans of general application, including without limitation pension and
profit-sharing plans, deferred compensation, supplemental retirement or excess-benefit plans, stock
option, incentive or other bonus plans, life, health, disability, accident and dental insurance
programs, 401(k) plan, paid vacations and sabbatical leave plans, and similar plans or programs, in
accordance with the rules established for individual participation in any such plan. The Company
shall furnish Employee with office space, stenographic assistance and such other facilities and
services as shall be suitable to Employee’s position and adequate for the performance of his
duties. Employee shall be entitled each year to four (4) weeks leave for vacation at full pay,
provided, that at the end of each year, Employee may accrue and carry over to the next succeeding
year a maximum of four (4) weeks of unused vacation. Employee shall also be entitled to reasonable
holidays and illness days with full pay in accordance with the Company’s policy from time to time
in effect.




          5.4 Expenses. The Company will reimburse Employee for all reasonable and necessary
expenses incurred by Employee in connection with the Company’s business, provided that such
expenses are in accordance with applicable policy set by the Board from time to time and are
properly documented and accounted for in accordance with the policy of the Company and with the
requirements of the Internal Revenue Service.




          5.5 Acceleration of Vesting. Upon a Change in Control (as defined below) all of
Employee’s options to purchase the Company’s Common Stock shall, as of the date of such Change in
Control, be immediately exercisable in full and shall remain exercisable for five (5) years
following the date of termination or ten (10) years following the date of grant, whichever is
earlier, and all shares of the Company’s Common Stock owned by Employee shall immediately be
released from any and all vesting restrictions; “Change in Control” Defined. A “Change in
Control” means the occurrence of any of the following events: (i) any sale or exchange of the
capital stock by the shareholders of the Company in one transaction or series of related
transactions where more than 50% of the outstanding voting power of the Company is acquired by a
person or entity or group of related persons or entities; or (ii) any reorganization, consolidation
or merger of the Company where the outstanding voting securities of the Company immediately before
the transaction represent or are converted into less than fifty percent 50% of the outstanding
voting power of the surviving entity (or its parent corporation) immediately after the transaction;
or (iii) the consummation of any transaction or series of related transactions that results in the
sale of all or substantially all of the assets of the Company; or (iv) any “person” or “group” (as
defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becoming
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of
securities representing more than fifty percent (50%) of the voting power of the Company then
outstanding.




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     6. Proprietary Rights. Employee hereby affirms his Employee Invention Assignment and
Confidentiality Agreement with the Company previously entered into with the Company (the
“Proprietary Rights Agreement”).



     7. Termination.



          7.1 Events of Termination. Employee’s employment with the Company shall terminate
upon any one of the following:




               (a) thirty (30) days after the effective date of a written notice sent to Employee stating the
Company’s determination made in good faith that it is terminating Employee for “Cause” as defined
under Section 7.2 below (“Termination for Cause”), provided, that the Company will
give Employee written notice of such failure; or



               (b) thirty (30) days after the effective date of a written notice sent to Employee stating the
Company’s determination made in good faith that, due to a mental or physical incapacity, Employee
has been unable to perform his duties under this Agreement for a period of not less than six (6)
consecutive months or 180 days in the aggregate in any 12-month period unless Employee has been on
a leave approved by the Board (“Termination for Disability”); or



               (c) Employee’s death (“Termination Upon Death”); or



               (d) thirty (30) days after the effective date of a written notice sent to the Company stating
Employee’s determination made in good faith of “Constructive Termination” by the Company, as
defined under Section 7.3 below, if the Company has not cured the event constituting a Constructive
Termination during such thirty (30) day period (“Constructive Termination”); or



               (e) thirty (30) days after the effective date of a notice sent to Employee stating that the
Company is terminating his employment, without cause, which notice can be given by the Company at
any time after the Effective Date at the Company’s sole discretion, for any reason or for no reason
(“Termination Without Cause”); or



               (f) the effective date of a notice sent to the Company from Employee stating that Employee is
electing to terminate his employment with the Company (“Voluntary Termination”).



          7.2 “Cause” Defined. For purposes of this Agreement, “cause” for Employee’s
termination means (a) any willful act or acts of fraud, embezzlement or conviction of or guilty
plea to a felony, in each case intended to result in (i) material gain or personal enrichment of
Employee at the expense of the Company or (ii) material harm to the Company; or (b) unauthorized
willful use or disclosure of the Company’s confidential information or trade secrets that Employee
intends to cause, and causes, material harm to the Company. No act, or failure to act, by Employee
shall be considered “willful” if done, or omitted to be done, by him in good faith and in the
reasonable belief that his act or omission was in the best interest of the Company or required by
applicable law.




          7.3 “Constructive Termination” Defined. “Constructive Termination” shall mean:




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               (a) a reduction in Employee’s salary or benefits not agreed to by Employee; or



               (b) a material change in Employee’s responsibilities not agreed to by Employee; or



               (c) the Company’s failure to comply in any material respect with any material term of this
Agreement; or



               (d) a requirement that Employee relocate to an office that would increase Employee’s one-way
commute distance by more than thirty-five (35) miles.



     8. Effect of Termination.



          8.1 Termination for Cause or Voluntary Termination. In the event of any termination
of Employee’s employment pursuant to Section 7.l(a) or Section 7.1(f), the Company shall
immediately pay to Employee the compensation and benefits otherwise payable to Employee under
Section 5 through the date of termination. Employee’s rights under the Company’s benefit plans of
general application shall be determined under the provisions of those plans.




          8.2 Termination for Disability. In the event of termination of employment pursuant to
Section 7.1(b):




               (a) the Company shall immediately pay to Employee the compensation and benefits otherwise
payable to Employee under Section 5 through the date of termination,



               (b) for six (6) months (plus an additional nine (9) months if Employee signs and delivers to
the Company the Release as set forth in Section 8.6 below, for a total of fifteen (15) months)
after the termination of Employee’s employment, the Company shall continue to pay Employee (A) his
salary under Section 5.2 above at Employee’s then-current salary, less applicable withholding
taxes, payable on the Company’s normal payroll dates during that period, and (B) shall continue his
benefits under Section 5.4 above or equivalents thereof, and



               (c) Employee shall receive other severance and disability payments as provided in the
Company’s standard benefit plans.



          8.3 Termination Upon Death. In the event of termination of employment pursuant to
Section 7.1(c), all obligations of the Company and Employee shall cease, except the Company shall
immediately pay to Employee (or to Employee’s estate) the compensation and benefits (or equivalents
thereof) otherwise payable to Employee under Section 5 through the date twelve (12) months
following the termination upon death.




          8.4 Constructive Termination or Termination Without Cause. In the event of any
termination of this Agreement pursuant to Section 7.1(d) or Section 7.l(e),




               (a) the Company shall immediately pay to Employee the compensation and benefits otherwise
payable to Employee under Section 5 through the date of termination, and



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               (b) for six (6) months (plus an additional nine (9) months if Employee signs and delivers to
the Company the Release as set forth in Section 8.6 below, for a total of fifteen (15) months)
after the termination of Employee’s employment, the Company shall continue to pay Employee (A) his
salary under Section 5.2 above at Employee’s then-current salary, less applicable withholding
taxes, payable on the Company’s normal payroll dates during that period, and (B) shall continue his
benefits under Section 5.4 above or equivalents thereof, and



               (c) all of Employee’s options to purchase the Company’s Common Stock shall, as of the date of
employment termination, be immediately exercisable in full and shall remain exercisable for five
(5) years following the date of termination or ten (10) years following the date of grant,
whichever is earlier, and all shares of the Company’s Common Stock owned by Employee shall
immediately be released from any and all vesting restrictions.



          8.5 Section 280G. To the extent the total amount of the benefits available to
Employee under clauses (a) and (b) of Section 8.4 would constitute a “parachute payment” as defined
in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) then the
Company shall pay to Employee at the time of termination an additional amount such that the net
amount retained by Employee, after deduction of the excise tax imposed by Section 4999 of the Code
and any federal, state and local income tax and excise tax imposed on such additional amount, shall
be equal to the amount payable to the Employee under such clauses (a) and (b) of Section 8.4 as
originally determined prior to the deduction of the excise tax.




          8.6 General Release. Employee may elect to increase the benefits provided under
Section 8.2(b) and Section 8.4(b) by delivering to the Company a general release of all claims
including substantially the following terms (“Release”).




               (a) Employee would release the Company, its subsidiaries, officers, directors, employees,
agents and stockholders and each of their successors, representatives and assigns from all claims
and demands of every kind and nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, and for any and all damages actual and consequential, past, present and future, and
all other forms of relief arising out of Employee’s employment with the Company, this Agreement and
any other relationship between Employee and the Company up to and as of the date of termination;
provided, however, that (i) nothing in the Release would release the Company from its obligations
to indemnify, defend and hold harmless Employee as an agent of the Company pursuant to the
Company’s Certificate of Incorporation and Bylaws, any indemnification agreement, any insurance
policy pertaining to liability of officers and directors and applicable law; and (ii) nothing in
the Release would relieve the Company from its obligations under stock option or stock purchase
agreements between Employee and the Company; and



               (b) Employee’s obligations pursuant to clause (a) above would be subject to the Company’s
release of Employee, his agents, heirs, executors, representatives and permitted assigns from all
claims and demands of every kind and nature, known and unknown, suspected and unsuspected,
disclosed and undisclosed, and for any and all damages actual and consequential, past, present and
future, and all other forms of relief arising out of Employee’s employment with the Company, this
Agreement and any other relationship between Employee and the Company up to and



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as of the date of termination; provided, however, that nothing would release
Employee from his obligations pursuant to the Proprietary Rights Agreement.



               If Employee signs and delivers the Release, but the Company does not sign and deliver the signed
release including substantially the terms set forth in clause (b) above within fifteen (15) days
following such delivery by Employee, the Release will be null and void and the applicable period
set forth in Section 8.2(b) and Section 8.4(b) will be extended as if a Release had been signed and
delivered by Employee.



     9. Miscellaneous.



          9.1 Arbitration. Employee and Company shall submit to mandatory and exclusive binding
arbitration of any controversy or claim arising out of, or relating to, this Agreement or any
breach hereof, provided, however, that the parties retain their right to, and shall
not be prohibited, limited or in any other way restricted from, seeking or obtaining equitable
relief from a court having jurisdiction over the parties. Such arbitration shall be governed by
the Federal Arbitration Act and conducted through the American Arbitration Association in the State
of Utah, Utah County, before a single neutral arbitrator, in accordance with the National Rules for
the Resolution of Employment Disputes of the American Arbitration Association in effect at that
time. The parties may conduct only essential discovery prior to the hearing, as defined by the AAA
arbitrator. The arbitrator shall issue a written decision which contains the essential findings
and conclusions on which the decision is based. The Employee shall bear only those costs of
arbitration he or she would otherwise bear had he or she brought a claim covered by this Agreement
in court. Judgment upon the determination or award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. Except as specifically otherwise provided in this
Agreement, arbitration will be the sole and exclusive remedy of the parties for any dispute arising
out of this Agreement.




          9.2 Severability. If any provision of this Agreement shall be found by any arbitrator
or court of competent jurisdiction to be invalid or unenforceable, then the parties hereby waive
such provision to the extent that it is found to be invalid or unenforceable and to the extent that
to do so would not deprive one of the parties of the substantial benefit of its bargain. Such
provision shall, to the extent allowable by law and the preceding sentence, be modified by such
arbitrator or court so that it becomes enforceable and, as modified, shall be enforced as any other
provision hereof, all the other provisions continuing in full force and effect.




          9.3 No Waiver. The failure by either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way affect the right to
require such performance or compliance at any time thereafter. The waiver by either party of a
breach of any provision hereof shall not be taken or held to be a waiver of any preceding or
succeeding breach of such provision or as a waiver of the provision itself. No waiver of any kind
shall be effective or binding, unless it is in writing and is signed by the party against whom such
waiver is sought to be enforced.




          9.4 Assignment. This Agreement and all rights hereunder are personal to Employee and
may not be transferred or assigned by Employee at any time. The Company may assign its rights,
together with its obligations hereunder, to any parent, subsidiary, affiliate or

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successor, or in connection with any sale, transfer or other disposition of all or
substantially all of its business and assets, provided, however, that any such assignee assumes the
Company’s obligations hereunder.




          9.5 Withholding. All sums payable to Employee hereunder shall be reduced by all
federal, state, local and other withholding and similar taxes and payments required by applicable
law.




          9.6 Entire Agreement. This Agreement (and the exhibits hereto), the Employee’s equity
compensation agreements, the Proprietary Rights Agreement and the Change of Control Agreement by
and between the Company and Employee constitute the entire and only agreement and understanding
between the parties relating to employment of Employee with Company and such agreements supersede
and cancel any and all other previous contracts, arrangements or understandings with respect to
Employee’s employment.




          9.7 Amendment. This Agreement may be amended, modified, superseded, cancelled,
renewed or extended only by an agreement in writing executed by both parties hereto.




          9.8 Notices. All notices and other communications required or permitted under this
Agreement shall be in writing and hand delivered, sent by registered first-class mail, postage
pre-paid, or sent by nationally recognized express courier service. Such notices and other
communications shall be effective upon receipt if hand delivered five (5) days after mailing if
sent by mail, and one (1) day after dispatch if sent by express courier, to the following
addresses, or such other addresses as any party shall notify the other parties:




	 	 	 
	If to the Company:

	 	Omniture, Inc.
	 

	 	550 East Timpanogos Circle
	 

	 	Orem, UT 84097
	 
	 	 
	Attention:

	 	Corporate Secretary
	 
	 	 
	If to Employee:

	 	Joshua G. James
	 

	 	At the last residential address known to the Company






          9.9 Binding Nature. This Agreement shall be binding upon, and inure to the benefit
of, the successors and personal representatives of the respective parties hereto.




          9.10 Headings. The headings contained in this Agreement are for reference purposes
only and shall in no way affect the meaning or interpretation of this Agreement. In this
Agreement, the singular includes the plural, the plural included the singular, the masculine gender
includes both male and female referents, and the word “or” is used in the inclusive sense.




          9.11 Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original but all of which, taken together, constitute one and the
same agreement.




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          9.12 Governing Law. This Agreement and the rights and obligations of the parties
hereto shall be construed in accordance with the laws of the State of Utah, without giving effect
to the principles of conflict of laws.




          9.13 Attorneys’ Fees. In the event of any claim, demand or suit arising out of or
with respect to this Agreement, the prevailing party shall be entitled to reasonable costs and
attorneys’ fees, including any such costs and fees upon appeal.




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     IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first
above written,



	 	 	 	 	 
	OMNITURE, INC.

	 	JOSHUA G. JAMES
	 	 
	 
	 	 	 	 
	By: /s/ Shawn J. Lindquist

	 	/s/ Joshua G. James	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name: Shawn J. Lindquist
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title: Chief Legal Officer and Senior Vice President
	 	 	 	 







 









 







OMNITURE, INC.




AMENDMENT TO

JOSHUA G. JAMES AMENDED & RESTATED EMPLOYMENT AGREEMENT




     This amendment (the “Amendment”) is made by and between Joshua G. James (“Employee”) and
Omniture, Inc. (the “Company”, and together with Employee, the “Parties”) on December 19, 2008.



     WHEREAS, the Parties entered into an Amended and Restated Employment Agreement dated June 7,
2006 (the “Agreement”);



     WHEREAS, the Company and Employee desire to amend certain provisions of the Agreement to come
into documentary compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), and the final regulations and official guidance promulgated thereunder (together, “Section
409A”).



     NOW, THEREFORE, for good and valuable consideration, Employee and the Company agree that the
Agreement is hereby amended as follows.



     1. Cash Bonus. The following will be added to the end of Section 5.2 of the
Agreement:




“In no event will the cash bonus be paid later than March 15 following the calendar year in
which such bonus is earned.”



     2. Constructive Termination. Section 7.3 of the Agreement is amended and restated as
follows:




“7.3 “Constructive Termination” Defined. “Constructive Termination” shall mean
Employee’s resignation within ninety (90) days following the expiration of any Company cure
period (discussed below) following the occurrence of one or more of the following, without
Employee’s express written consent:




     (a) the assignment to Employee of any duties, or the reduction of
Employee’s duties, either of which results in a material diminution of Employee’s authority,
duties, or responsibilities with the Company in effect immediately prior to such assignment,
or the removal of Employee from such position and responsibilities;




     (b)
a material reduction of Employee’s base compensation (in other
words, a material reduction in Employee’s salary or benefits) as in effect immediately prior
to such reduction; or




     (c) a material change in the geographic location at which Employee must perform
services (in other words, Employee’s relocation to a facility or
an office location more than a 35-mile radius from Employee’s
then present location); or



 









 






     (d) any action or inaction that constitutes a material breach by the Company of this
Agreement or any other agreement Employee enters into with the Company relating to
Employee’s service relationship with the Company (including any compensatory arrangements)
and the parties hereby agree and acknowledge that a failure of any successor to assume in
writing any obligations arising out of this Agreement would constitute a material breach of
this Agreement.




Notwithstanding the foregoing, Employee agrees not to resign for Constructive Termination
without first providing the Company with written notice of the acts or omissions
constituting the grounds for “Constructive Termination” within ninety (90) days of the
initial existence of the grounds for “Constructive Termination” and a reasonable cure period
of thirty (30) days following the date of such notice.”



     3. Section 280G. The following is added to the end of Section 8.5 of the Agreement:




“Such tax gross up payments, if any, will be paid be no later than the end of the calendar
year immediately following the calendar year in which Employee remits the related taxes.”



     4. General Release. The first sentence of Section 8.6 is amended and restated as
follows:




“Employee may elect to increase the benefits provided under Section 8.2(b) and Section
8.4(b) by signing and not revoking a separation agreement and release of claims in a form
reasonably satisfactory to the Company (“Release”) and provided that such Release becomes
effective and irrevocable no later than sixty (60) days following the termination date (such
deadline, the “Release Deadline”). If the Release does not become effective by the Release
Deadline, Employee will forfeit any rights to the increased severance payments or benefits
under Section 8.2(b) and Section 8.4(b) of this Agreement. In no event will the increased
benefits provided under Section 8.2(b) and Section 8.4(b) be paid or provided until the
Release becomes effective and irrevocable. The Release will include substantially the
following terms:”



     5. Section 409A. The following paragraphs are added as Section 8.7 of the Agreement:




“8.7 Section 409A.




     (a) Notwithstanding anything to the contrary in this Agreement, no severance pay or
benefits to be paid or provided to Employee, if any, pursuant to this Agreement, when
considered together with any other severance payments or separation benefits that are
considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and the final regulations and any guidance promulgated thereunder
(“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid or
otherwise provided until Employee has a “separation from service” within the meaning of
Section 409A.



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     (b) Any severance payments or benefits under this Agreement that would be considered
Deferred Compensation Severance Benefits will be paid on, or, in the case of installments,
will not commence until, the sixtieth (60th) day following Employee’s separation
from service, or, if later, such time as required by Section 8.7(c) below. Any installment
payments that would have been made to Employee during the sixty (60) day period immediately
following Employee’s separation from service but for the preceding sentence will be paid to
Employee on the sixtieth (60th) day following Employee’s separation from service
and the remaining payments shall be made as provided in this Agreement.




     (c) Notwithstanding anything to the contrary in this Agreement, if Employee is a
“specified employee” within the meaning of Section 409A at the time of Employee’s
termination (other than due to death), then the Deferred Compensation Separation Benefits
that are payable within the first six (6) months following Employee’s separation from
service, will become payable on the first payroll date that occurs on or after the date six
(6) months and one (1) day following the date of Employee’s separation from service. All
subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance
with the payment schedule applicable to each payment or benefit. Notwithstanding anything
herein to the contrary, if Employee dies following Employee’s separation from service, but
prior to the six (6) month anniversary of the separation from service, then any payments
delayed in accordance with this paragraph will be payable in a lump sum as soon as
administratively practicable after the date of Employee’s death and all other Deferred
Compensation Separation Benefits will be payable in accordance with the payment schedule
applicable to each payment or benefit. Each payment and benefit payable under this
Agreement is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2)
of the Treasury Regulations.




     (d) Any amount paid under this Agreement that satisfies the requirements of the
“short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations
will not constitute Deferred Compensation Separation Benefits for purposes of Section 8.7(a)
above.




     (e) Any amount paid under this Agreement that qualifies as a payment made as a result
of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the
Treasury Regulations that does not exceed the Section 409A Limit will not constitute
Deferred Compensation Separation Benefits for purposes of Section 8.7(a) above. For
purposes of this Agreement, “Section 409A Limit” will mean the lesser of two (2) times: (i)
Employee’s annualized compensation based upon the annual rate of pay paid to Employee during
the Company’s taxable year preceding the Company’s taxable year of Employee’s termination of
employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any
Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount
that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the
Code for the year in which Employee’s employment is terminated.



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     (f) The foregoing provisions are intended to comply with the requirements of Section
409A so that none of the severance payments and benefits to be provided hereunder will be
subject to the additional tax imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply. The Company and Employee agree to work together in good faith to
consider amendments to this Agreement and to take such reasonable actions which are
necessary, appropriate or desirable to avoid imposition of any additional tax or income
recognition prior to actual payment to Employee under Section 409A.”



     6. Full Force and Effect. To the extent not expressly amended hereby, the Agreement
shall remain in full force and effect.



     7. Entire Agreement. This Amendment and the Agreement constitute the full and entire
understanding and agreement between the Parties with regard to the subjects hereof and thereof.
This Amendment may be amended at any time only by mutual written agreement of the Parties.



     8. Counterparts. This Amendment may be executed in counterparts, all of which
together shall constitute one instrument, and each of which may be executed by less than all of the
parties to this Amendment.



     9. Governing Law. This Amendment will be governed by the laws of the State of Utah
(with the exception of its conflict of laws provisions).



     IN WITNESS WHEREOF, each of the Parties has executed this Amendment, in the case of the
Company by its duly authorized officer, as of the date set forth above.



	 	 	 	 	 	 	 
	 

	 	OMNITURE, INC.
	 	 	 	EMPLOYEE
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	/s/ Shawn Lindquist
	 	 
	 	/s/ Joshua G. James
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	Shawn Lindquist	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	Chief Legal Officer	 	 	 	 
	 

	 	 	 	 	 	 






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