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WEBSIDESTORY, INC.
2006 EMPLOYMENT COMMENCEMENT EQUITY INCENTIVE AWARD PLAN
 ARTICLE 1
 PURPOSE
 Plan Company
 ARTICLE 2
 DEFINITIONS AND CONSTRUCTION
  Award
 Award Agreement
 Board
 Change in Control




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Successor Entity
 provided, however,
   Code
 Committee
 Consultant
 2




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Disability
 Dividend Equivalents
 Effective Date
 Eligible Individual
 Employee
 Exchange Act
 Fair Market Value
 The Wall Street Journal
 The Wall Street Journal
 3




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Independent Director
 NASD
 Non-Qualified Stock Option
 Option
 Other Stock-Based Award
 Participant
 Plan
 Restricted Stock
 Restricted Stock Unit
 Securities Act
 Stock
 Stock Appreciation Right SAR
 Stock Payment
 Subsidiary
 4




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ARTICLE 3
 SHARES SUBJECT TO THE PLAN
 Number of Shares
   Stock Distributed
 ARTICLE 4
 ELIGIBILITY AND PARTICIPATION
 Eligibility
 General
 Foreign Participants provided,
however
 Participation
 5




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ARTICLE 5
 STOCK OPTIONS
 General
 Exercise Price provided
 Time and Conditions of Exercise provided
 Payment provided
 Evidence of Grant
 Non-Qualified Stock Options
 Substitution of Stock Appreciation Rights
 6




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Paperless Exercise
 ARTICLE 6
 RESTRICTED STOCK AWARDS
 Grant of Restricted Stock
 Issuance and Restrictions
 Forfeiture provided, however
 Certificates for Restricted Stock
 ARTICLE 7
 STOCK APPRECIATION RIGHTS
 Grant of Stock Appreciation Rights
 7




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Coupled Stock Appreciation Rights
 CSAR
   Independent Stock Appreciation Rights
 ISAR provided however,
  8




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Payment and Limitations on Exercise
 ARTICLE 8
 OTHER TYPES OF AWARDS
 Dividend Equivalents
 Stock Payments
 Restricted Stock Units
 Other Stock-Based Awards
 Term
 9




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Exercise or Purchase Price provided, however
 Form of Payment
 Award Agreement
 ARTICLE 9
 COMPLIANCE WITH SECTION 409A OF THE CODE
 Awards Subject to Code Section 409A Section 409A Award
 Distributions under a Section 409A Award
        10




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Prohibition on Acceleration of Benefits
 Elections under Section 409A Awards
    11




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Compliance in Form and Operation
 ARTICLE 10
 PROVISIONS APPLICABLE TO AWARDS
 Stand-Alone and Tandem Awards
 Award Agreement
 Limits on Transfer
 12




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Beneficiaries
 Stock Certificates; Book Entry Procedures
   13




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ARTICLE 11
 CHANGES IN CAPITAL STRUCTURE
 Adjustments
      14




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Acceleration Upon Change in Control
 Outstanding Awards  Certain Mergers
 Outstanding Awards  Other Changes
 No Other Rights
 ARTICLE 12
 ADMINISTRATION
 Committee
 15




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provided however provided however
 Action by the Committee
 Authority of Committee
        16




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Decisions Binding
 ARTICLE 13
 EFFECTIVE AND EXPIRATION DATE
 Effective Date Effective Date
 Expiration Date Expiration Date
 Stockholder Approval Not Required
 17




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ARTICLE 14
 AMENDMENT, MODIFICATION, AND TERMINATION
 Amendment, Modification, And Termination provided, however
 Awards Previously Granted
 ARTICLE 15
 GENERAL PROVISIONS
 No Rights to Awards
 No Stockholders Rights
 Withholding
 18




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No Right to Employment or Services
 Unfunded Status of Awards
 Indemnification provided
 Relationship to other Benefits
 Expenses
 Titles and Headings
 Fractional Shares
 Limitations Applicable to Section 16 Persons
 19




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Government and Other Regulations
 Governing Law
   /s/ DRU GREENHALGHDru Greenhalgh, Corporate Secretary
 20




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WEBSIDESTORY, INC.
 FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
UNDER THE 2006 EMPLOYMENT COMMENCEMENT EQUITY INCENTIVE AWARD PLAN
 Company Plan Optionee
 Optionee:Grant Date:Vesting Commencement Date:Exercise Price per Share:
    
    $ per shareTotal Number of Shares Granted:Total Exercise Price:
    
    $Expiration Date:
 Type of Option: þ
 Vesting Schedule:
  WEBSIDESTORY, INC.:
    
    
    
    OPTIONEE:By:
    
    
    
    
    
    By:Print Name:
    
    
    
    
    
    Print Name:Title:Address:
    
    10182 Telesis Court, 6th Floor
    
    
    
    Address:San Diego, CA 92121




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WEBSIDESTORY, INC.
2006 EMPLOYMENT COMMENCEMENT EQUITY INCENTIVE AWARD PLAN
 STOCK OPTION AGREEMENT
 Grant Notice Agreement Company Plan
 ARTICLE I
GRANT OF OPTION
 Grant of Option Grant Date
 Exercise Price
 Consideration to the Company
 ARTICLE II
PERIOD OF EXERCISABILITY
 Commencement of Exercisability
   Duration of Exercisability




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Expiration of Option
    Termination of Service
 ARTICLE III
EXERCISE OF OPTION
 Person Eligible to Exercise
 Partial Exercise
 Manner of Exercise
 Exhibit A Exercise Notice




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provided
     Conditions to Issuance of Stock Certificates




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Rights as Stockholder
 ARTICLE IV
OTHER PROVISIONS
 Administration
 Option Not Transferable
  Permitted Transferee




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Restrictive Legends and Stop-Transfer Orders
    Shares to Be Reserved
 Notices
 Titles
 Governing Law; Severability
 Conformity to Securities Laws
 Amendments
 Successors and Assigns




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EXHIBIT A
 TO GRANT NOTICE AND STOCK OPTION AGREEMENT
 FORM OF EXERCISE NOTICE
 Optionee  Shares Company Plan  Option Agreement
 Grant Date:Number of Shares as to which Option is
Exercised:Exercise Price per Share:
    
    $Total Exercise Price:
    
    $Certificate to be issued in name of:Cash Payment delivered herewith:
    
    $ (Representing
the full Exercise Price for
the Shares, as well as any
applicable withholding tax)
 Type of Option: þ
 Representations of Optionee
 Rights as Stockholder
 Tax Consultation
 Binding Effect
 Submitted by:
    
    Accepted by:WEBSIDESTORY, INC.OptioneeBy:Address:
    
    
    
    Print Name:Title: