awards or compensation other than as provided by this Agreement or under his or her EmploymentAgreement, or as may otherwise be available in accordance with the Company’s established employeeplans.     3.      Severance Benefits.              (a)      Involuntary Termination Other than for Cause, Voluntary Termination for Good Reason orDeath or Disability During the Change of Control Period. If within the period commencing threemonths prior to a Change of Control and ending on the later of (A) twelve (12) months following aChange of Control, or (B) one month following the latest of the originally scheduled one-year,two-year or four-year cliff vesting date on any of Employee’s Company stock options held byEmployee immediately prior to a Change of Control (the “Change of Control Period”), (i) theEmployee terminates his or her employment with the Company (or any parent or subsidiary of theCompany) for “Good Reason” (as defined herein) or (ii) the Company (or any parent or subsidiary ofthe Company) terminates the Employee’s employment for other than “Cause” (as defined herein), or(iii) the Employee dies or terminates employment due to becoming Disabled (as defined herein) andthe Employee, except in the case of death, signs and does not revoke a standard release of claimswith the Company in a form acceptable to the Company (the “Release”), then the Employee shallreceive the following severance from the Company:                          (i)      Severance Payment. The Employee shall be entitled to receive a lump-sum severancepayment (less applicable withholding taxes) equal to seventy-five percent of the Employee’s annualbase salary (as in effect immediately prior to (A) the Change of Control, or (B) the Employee’stermination, whichever is greater) plus seventy-five percent of the Employee’s target bonus for thefiscal year in which the Change of Control or the Employee’s termination occurs, whichever isgreater.                          (ii)      Equity Compensation Acceleration. One hundred percent (100%) of the thenunvested Employee’s outstanding stock options, stock appreciation rights, restricted stock unitsand other Company equity compensation awards (the “Equity Compensation Awards”) shall immediatelyvest and became exercisable. Any Company stock options and stock appreciation rights shallthereafter remain exercisable following the Employee’s employment termination for the periodprescribed in the respective option and stock appreciation right agreements.                          (iii)       Continued Employee Benefits. Company-paid health, dental, vision, and lifeinsurance coverage at the same level of coverage as was provided to such Employee immediately priorto the Change of Control and at the same ratio of Company premium payment to Employee premiumpayment as was in effect immediately prior to the Change of Control (the “Company-Paid Coverage”).If such coverage included the Employee’s dependents immediately prior to the Change of Control,such dependents shall also be covered at Company expense. Company-Paid Coverage shall continueuntil the earlier of (i) nine (9) months from the date of termination, or (ii) the date upon whichthe Employee and his dependents become covered under another employer’s group health, dental,vision, long-term disability or life insurance plans that provide Employee and his dependents withcomparable benefits and levels of coverage. For purposes of Title X of the Consolidated BudgetReconciliation Act of 1985 (“COBRA”), the date of
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the “qualifying event” for Employee and his or her dependents shall be the date upon which theCompany-Paid Coverage terminates.              (b)      Timing of Severance Payments. The severance payment to which Employee is entitledshall be paid by the Company to Employee in cash and in full, not later than ten (10) calendar daysafter the effective date of the Release. If the Employee should die before all amounts have beenpaid, such unpaid amounts shall be paid in a lump-sum payment (less any withholding taxes) to theEmployee’s designated beneficiary, if living, or otherwise to the personal representative of theEmployee’s estate.              (c)      Voluntary Resignation; Termination for Cause. If the Employee’s employment withthe Company terminates (i) voluntarily by the Employee other than for Good Reason, or (ii) forCause by the Company, then the Employee shall not be entitled to receive severance or otherbenefits except for those (if any) as may then be established under the Company’s then existingseverance and benefits plans and practices or pursuant to other written agreements with theCompany.              (d)      Termination Outside of Change of Control Period. In the event the Employee’semployment is terminated for any reason, either prior to the Change of Control Period or after theChange of Control Period, then the Employee shall be entitled to receive severance and any otherbenefits only as may then be established under the Company’s existing written severance andbenefits plans and practices or pursuant to other written agreements with the Company.              (e)      Internal Revenue Code Section 409A. Notwithstanding any other provision of thisAgreement, if the Employee is a “key employee” under Code Section 409A and a delay in making anypayment or providing any benefit under this Plan is required by Code Section 409A, such paymentsshall not be made until the end of six (6) months following the date of the Employee’s separationfrom service as required by Code Section 409A.     4.      Coordination with Existing Agreements. In the event of a termination of Employee’semployment within the Change of Control Period, the provisions of this Agreement are intended toenhance, but not be additive, to any pre-existing written agreements between the Company andEmployee. For example, if Employee’s employment agreement with the Company provides for aspecified cash payment upon a termination without cause, and severance payments are triggered underboth the employment agreement and this Agreement, Employee shall be entitled to the larger cashpayment provided in either agreement but shall not be entitled to the sum of the two cash payments.The same principle applies to the other individual elements of severance provided herein includingequity compensation award accelerated vesting. Except as otherwise provided in this Section 4, thebenefits provided to Employee under this Agreement are intended to be and are exclusive and in lieuof any other rights or remedies to which the Employee or the Company may otherwise be entitled,whether at law, tort or contract, in equity, and including pursuant to the Company’s otherseverance plans, arrangements or practices.
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     5.       Conditional Nature of Severance Payments and Benefits.              (a)      Noncompete. Employee acknowledges that the nature of the Company’s business issuch that if Employee were to become employed by, or substantially involved in, the business of acompetitor of the Company during the nine months following the termination of Employee’s employmentwith the Company, it would be very difficult for Employee not to rely on or use the Company’s tradesecrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’strade secrets and confidential information, Employee agrees and acknowledges that Employee’s rightto receive the severance payments and benefits set forth in Section 3(a) (to the extent Employee isotherwise entitled to such payments) shall be conditioned upon Employee’s compliance in allrespects with any covenant not to compete in effect between Employee and the Company on the date ofthis Agreement during the nine-months following the termination of Employee’s employment with theCompany.              (b)      Remedy for Breach. Upon any breach by Employee of the covenant not to competereferred to in Section 5(a) during the nine months following the termination of Employee’semployment with the Company, then, in addition to any other remedy that the Company may otherwisehave, all severance payments and benefits pursuant to this Agreement shall immediately cease andany stock options or stock appreciation rights then held by Employee shall immediately terminateand be without further force and effect, and Employee shall be required to reimburse the Companyany lump-sum severance payment previously paid under Section 3(a)(i) and the value of any welfareplan reimbursements previously paid under Section 3(a)(iii).     6.       Golden Parachute Excise Tax.              (a)      On or After Initial Public Offering. In the event that, on or after the datethat the Company’s initial public offering of its equity securities on Form S-1 is declaredeffective by the U.S. Securities & Exchange Commission (an “IPO”), benefits are triggeredhereunder, then, then Employee’s excise taxes under Section 280G of the Internal Revenue Code of1986, as amended (the “Code”), shall be treated as follows:                          (i)      Parachute Payments of Less than 3.6 x Base Amount. In the event that the benefitsprovided for in this agreement or otherwise payable to Employee, including vesting accelerationupon a change of control pursuant to Employee’s employment agreement with the Company (a)constitute “parachute payments” within the meaning of Section 280G of the Code, (b) would besubject to the excise tax imposed by Section 4999 of the Code, and (c) the aggregate value of suchparachute payments, as determined in accordance with Section 280G of the Code and the proposedTreasury Regulations thereunder (or the final Treasury Regulations, if they have then been adopted)is less than the product obtained by multiplying three and six-tenths by Employee’s “base amount”within the meaning of Code Section 280G(b)(3), then such benefits shall be reduced to the extentnecessary (but only to that extent) so that no portion of such benefits will be subject to excisetax under Section 4999 of the Code.                          (ii)      Parachute Payments Equal to or Greater than 3.6 x Base Amount. In the event thatthe benefits provided for in this agreement or otherwise payable to Employee, including vestingacceleration upon a change of control pursuant to Employee’s employment
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agreement with the Company (a) constitute “parachute payments” within the meaning of Section280G of the Code, (b) would be subject to the excise tax imposed by Section 4999 of the Code, and(c) the aggregate value of such parachute payments, as determined in accordance with Section 280Gof the Code and the proposed Treasury Regulations thereunder (or the final Treasury Regulations, ifthey have then been adopted) is equal to or greater than the product obtained by multiplying threeand six-tenths by Employee’s “base amount” within the meaning of Code Section 280G(b)(3), then (A)the benefits shall be delivered in full, and (B) the Employee shall receive (1) a payment from theCompany sufficient to pay such excise tax, and (2) an additional payment from the Companysufficient to pay the federal and state income and employment taxes and additional excise taxesarising from the payments made to the Employee by the Company pursuant to this clause (B).              (b)      Prior to Initial Public Offering. In the event that, prior to an IPO, theseverance and other benefits provided for in this agreement or otherwise payable to Employee (a)constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of1986, as amended (the “Code”) and (b) would be subject to the excise tax imposed by Section 4999 ofthe Code, then such benefits shall be either be:                          (i)      delivered in full, or                          (ii)      delivered as to such lesser extent which wouldresult in no portion of such severance benefits being subject to excisetax under Section 4999 of the Code,whichever of the foregoing amounts, taking into account the applicable federal, state and localincome and employment taxes and the excise tax imposed by Section 4999, results in the receipt byEmployee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all orsome portion of such benefits may be taxable under Section 4999 of the Code.              (c)      280G Determinations. Unless the Company and the Employee otherwise agree inwriting, the determination of Employee’s excise tax liability and the amount required to be paid orreduced under this Section 5 shall be made in writing by the Company’s independent auditors who areprimarily used by the Company immediately prior to the Change of Control (the “Accountants”). Forpurposes of making the calculations required by this Section 6, the Accountants may make reasonableassumptions and approximations concerning applicable taxes and may rely on reasonable, good faithinterpretations concerning the application of Sections 280G and 4999 of the Code. The Company andthe Employee shall furnish to the Accountants such information and documents as the Accountants mayreasonably request in order to make a determination under this Section. The Company shall bear allcosts the Accountants may reasonably incur in connection with any calculations contemplated by thisSection 6.     7.      Definition of Terms. The following terms referred to in this Agreement shall havethe following meanings:              (a)      Cause. “Cause” shall mean (i) an act of personal dishonesty taken by the Employeein connection with his responsibilities as an employee and intended to result in substantialpersonal enrichment of the Employee, (ii) Employee being convicted of, or pleading nolocontendere
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to a felony, (iii) a willful act by the Employee which constitutes gross misconduct and whichis injurious to the Company, (iv) following delivery to the Employee of a written demand forperformance from the Company which describes the basis for the Company’s reasonable belief that theEmployee has not substantially performed his duties, continued violations by the Employee of theEmployee’s obligations to the Company which are demonstrably willful and deliberate on theEmployee’s part.              (b)      Change of Control. “Change of Control” means the occurrence of any of thefollowing:                          (i)      Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities ExchangeAct of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act),directly or indirectly, of securities of the Company representing fifty percent (50%) or more ofthe total voting power represented by the Company’s then outstanding voting securities; or                          (ii)      Any action or event occurring within a two-year period, as a result of which fewer than amajority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors whoeither (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated forelection, to the Board with the affirmative votes of at least a majority of the Incumbent Directorsat the time of such election or nomination (but shall not include an individual whose election ornomination is in connection with an actual or threatened proxy contest relating to the election ofdirectors to the Company); or                          (iii)      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 Companyoutstanding immediately prior thereto continuing to represent (either by remaining outstanding orby being converted into voting securities of the surviving entity) at least fifty percent (50%) ofthe total voting power represented by the voting securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation; or                          (iv)       The consummation of the sale, lease or other disposition by the Company of all orsubstantially all the Company’s assets.              (c)      Disability. “Disability” shall mean that the Employee has been unable to performhis or her Company duties as the result of his incapacity due to physical or mental illness, andsuch inability, at least twenty-six (26) weeks after its commencement, is determined to be totaland permanent by a physician selected by the Company or its insurers and acceptable to the Employeeor the Employee’s legal representative (such Agreement as to acceptability not to be unreasonablywithheld). Termination resulting from Disability may only be effected after at least thirty (30)days’ written notice by the Company of its intention to terminate the Employee’s employment. Inthe event that the Employee resumes the performance of substantially all of his or her dutieshereunder before the termination of his or her employment becomes effective, the notice of intentto terminate shall automatically be deemed to have been revoked.
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              (d)      Good Reason. “Good Reason” means without the Employee’s express written consent(i) a material reduction of the Employee’s duties, title, authority or responsibilities, relativeto the Employee’s duties, title, authority or responsibilities as in effect immediately prior tosuch reduction, or the assignment to Employee of such reduced duties, title, authority orresponsibilities; provided,however, that Employee may only resign for Good Reasonunder this subsection 7(d)(i) in the period commencing six months following a Change of Control andending on the termination of the Change of Control Period; provided, further, thatsuch resignation for Good Reason may be on account of a material reduction in Employee’s duties,title, authority or responsibilities effectuated at any time during the Change of Control Period,including prior to the date that is six months following a Change of Control; (ii) a reduction bythe Company in the base salary of the Employee as in effect immediately prior to such reduction; or(iii) the relocation of the Employee to a facility or a location more than thirty-five (35) milesfrom such Employee ‘s then present location.     8.      Successors.              (a)      The Company’s Successors. Any successor to the Company (whether direct orindirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all orsubstantially all of the Company’s business and/or assets shall assume the obligations under thisAgreement and agree expressly to perform the obligations under this Agreement in the same mannerand to the same extent as the Company would be required to perform such obligations in the absenceof a succession. For all purposes under this Agreement, the term “Company” shall include anysuccessor to the Company’s business and/or assets which executes and delivers the assumptionagreement described in this Section 8(a) or which becomes bound by the terms of this Agreement byoperation of law.              (b)      The Employee’s Successors. The terms of this Agreement and all rights of theEmployee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal orlegal representatives, executors, administrators, successors, heirs, distributees, devisees andlegatees.     9.      Notice.              (a)      General. All notices and other communications required or permitted hereundershall be in writing, shall be effective when given, and shall in any event be deemed to be givenupon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or otherapplicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, ifdelivered by hand, (c) one (1) business day after the business day of deposit with Federal Expressor similar overnight courier, freight prepaid or (d) one (1) business day after the business day offacsimile transmission, if delivered by facsimile transmission with copy by first class mail,postage prepaid, and shall be addressed (i) if to Employee, at his or her last known residentialaddress and (ii) if to the Company, at the address of its principal corporate offices (attention:Secretary), or in any such case at such other address as a party may designate by ten (10) days’advance written notice to the other party pursuant to the provisions above.              (b)      Notice of Termination. Any termination by the Company for Cause or by theEmployee for Good Reason or Disability or as a result of a voluntary resignation shall becommunicated by a notice of termination to the other party hereto given in accordance with Section9(a) of
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this Agreement. Such notice shall indicate the specific termination provision in thisAgreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination under the provision so indicated, and shall specify the terminationdate (which shall be not more than thirty (30) days after the giving of such notice). The failureby the Employee to include in the notice any fact or circumstance which contributes to a showing ofGood Reason or Disability shall not waive any right of the Employee hereunder or preclude theEmployee from asserting such fact or circumstance in enforcing his or her rights hereunder.     10.      Miscellaneous Provisions.              (a)      No Duty to Mitigate. The Employee shall not be required to mitigate the amount ofany payment contemplated by this Agreement, nor shall any such payment be reduced by any earningsthat the Employee may receive from any other source.              (b)      Waiver. No provision of this Agreement shall be modified, waived or dischargedunless the modification, waiver or discharge is agreed to in writing and signed by the Employee andby an authorized officer of the Company (other than the Employee). No waiver by either party ofany breach of, or of compliance with, any condition or provision of this Agreement by the otherparty shall be considered a waiver of any other condition or provision or of the same condition orprovision at another time.              (c)      Headings. All captions and section headings used in this Agreement are forconvenient reference only and do not form a part of this Agreement.              (d)      Entire Agreement. This Agreement, along with other written agreements relating tothe subject matter hereof between Employee and a duly authorized Company officer constitute theentire agreement of the parties hereto and supersede in their entirety all prior representations,understandings, undertakings or agreements (whether oral or written and whether expressed orimplied) of the parties with respect to the subject matter hereof.              (e)      Choice of Law. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the State of Utah. The Utah state courts in UtahCounty, Utah and/or the United States District Court for the District of Utah in Salt Lake Cityshall have exclusive jurisdiction and venue over all controversies in connection with thisAgreement.              (f)      Severability. The invalidity or unenforceability of any provision or provisionsof this Agreement shall not affect the validity or enforceability of any other provision hereof,which shall remain in full force and effect.              (g)      Withholding. All payments made pursuant to this Agreement will be subject towithholding of applicable income and employment taxes.              (h)      Counterparts. This Agreement may be executed in counterparts, each of which shallbe deemed an original, but all of which together will constitute one and the same instrument.
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     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of theCompany by its duly authorized officer, as of the day and year set forth below.     COMPANY OMNITURE, INC.