(f) “Change in Control” Before the February 26, 2009 amendment and restatement of thePlan, 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 orindirectly, of securities of the Company representing fifty percent (50%) or more of the totalvoting 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 ofthe Company’s assets; or               (iii) A change in the composition of the Board occurring within a two-year period, as a resultof 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) areelected, or nominated for election, to the Board with the affirmative votes of at least a majorityof the Incumbent Directors at the time of such election or nomination (but will not include anindividual whose election or nomination is in connection with an actual or threatened proxy contestrelating 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 Companyoutstanding immediately prior thereto continuing to represent (either by remaining outstanding orby being converted into voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities of the Company or suchsurviving 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 Controlmeans 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, ormore than one person acting as a group, (“Person”) acquires ownership of the stock of theCompany 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 purposesof this subsection (i), the acquisition of additional stock by any one Person, who is considered toown more than fifty percent (50%) of the total voting power of the stock of the Company will not beconsidered a Change in Control; or               (ii) A change in the effective control of the Company which occurs on the date that a majorityof members of the Board is replaced during any twelve (12) month period by Directors whoseappointment or election is not endorsed by a majority of the members of the Board prior to the dateof the appointment or election. For purposes of this clause (ii), if any Person is considered toeffectively control the Company, the acquisition of additional control of the Company by the samePerson 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 occurson the date that any Person acquires (or has acquired during the twelve (12) month period ending onthe 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 tosuch 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 theCompany’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholdersimmediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder ofthe Company (immediately before the asset transfer) in exchange for or with respect to theCompany’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power ofwhich is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly orindirectly, fifty percent (50%) or more of the total value or voting power of all the outstandingstock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or votingpower 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 theassets of the Company, or the value of the assets being disposed of, determined without regard toany liabilities associated with such assets.          For purposes of this Section 2(f), Persons will be considered to be acting as a group if theyare owners of a corporation that enters into a merger, consolidation, purchase or acquisition ofstock, or similar business transaction with the Company.          Notwithstanding the foregoing provisions of this definition, a transaction shall not be deemeda Change in Control unless the transaction qualifies as a change in control event within themeaning of Code Section 409A.          (g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to asection 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 satisfyingApplicable 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 aParent 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 permanentand total disability exists in accordance with uniform and non-discriminatory standards adopted bythe Administrator from time to time.          (n) “Employee” means any person, including Officers and Directors, employed by theCompany 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” bythe Company.          (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.          (p) “Exchange Program” means a program under which (i) outstanding Awards aresurrendered or cancelled in exchange for Awards of the same type (which may have lower exerciseprices and different terms), Awards of a different type, and/or cash, and/or (ii) the exerciseprice of an outstanding Award is reduced. The Administrator will determine the terms andconditions of any Exchange Program in its sole discretion.          (q) “Fair Market Value” means, as of any date, the value of Common Stock determined asfollows:                    (i) If the Common Stock is listed on any established stock exchange or a national marketsystem, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market ofThe Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (orthe closing bid, if no sales were reported) as quoted on such exchange or system on the day ofdetermination, as reported in *The Wall Street Journal*or such other source as the Administratordeems reliable;                    (ii) If the Common Stock is regularly quoted by a recognized securities dealer but sellingprices are not reported, the Fair Market Value of a Share will be the mean between the high bid andlow asked prices for the Common Stock on the day of determination, as reported in *The Wall StreetJournal*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 willbe determined in good faith by the Administrator.          (r) “Fiscal Year” means the fiscal year of the Company.          (s) “Merger” means the merger of Offermatica with and into San Francisco AcquisitionCorp., a Delaware corporation and wholly-owned subsidiary of the Company, whereby Offermaticacontinued as the surviving corporation and a wholly-owned subsidiary of the Company, pursuant tothe Agreement and Plan of Reorganization dated September 7, 2007.          (t) “Nonstatutory Stock Option” means an Option that by its terms does not qualify oris not intended to qualify as an incentive stock option within the meaning of Section 422 of theCode and the regulations promulgated thereunder.          (u) “Offermatica” means Offermatica Corporation, a Delaware corporation, or anysuccessor thereto.          (v) “Officer” means a person who is an officer of the Company within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgated thereunder.          (w) “Option” means a stock option granted pursuant to the Plan.
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          (x) “Optioned Stock” means the Common Stock subject to an Award.          (y) “Parent” means a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.          (z) “Participant” means the holder of an outstanding Award.          (aa) “Performance Share” means an Award denominated in Shares which may be earned inwhole or in part upon attainment of performance goals or other vesting criteria as theAdministrator may determine pursuant to Section 10.          (bb) “Period of Restriction” means the period during which the transfer of Shares ofRestricted Stock are subject to restrictions and therefore, the Shares are subject to a substantialrisk of forfeiture. Such restrictions may be based on the passage of time, the achievement oftarget levels of performance, or the occurrence of other events as determined by the Administrator.          (cc) “Plan” means this 2007 Equity Incentive Plan.          (dd) “Restricted Stock” means Shares issued pursuant to a Restricted Stock award underSection 7 of the Plan, or issued pursuant to the early exercise of an Option.          (ee) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal tothe Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unitrepresents an unfunded and unsecured obligation of the Company.          (ff) “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.          (gg) “Section 16(b)” means Section 16(b) of the Exchange Act.(hh) “Service Provider” means an Employee, Director or Consultant.          (ii) “Share” means a share of the Common Stock, as adjusted in accordance withSection 13 of the Plan.          (jj) “Stock Appreciation Right” or “SAR” means an Award, granted alone or inconnection with an Option, that pursuant to Section 9 is designated as a SAR.          (kk) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing,as defined in Section 424(f) of the Code.     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) 89,191Shares, the number of Shares which have been reserved but not issued or subject to outstandingawards under Offermatica’s 2005 Equity Incentive Plan (the “2005 Plan”) as of the effectivedate of the Plan and as adjusted to reflect the Merger, plus (ii) any Shares that would haveotherwise
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returned to the 2005 Plan as a result of termination of Options or repurchase of Shares issuedunder 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 beenexercised in full, is surrendered pursuant to an Exchange Program, or, with respect to RestrictedStock, Restricted Stock Units or Performance Shares, is forfeited to or repurchased by the Companydue to failure to vest, the unpurchased Shares (or for Awards other than Options or SARs theforfeited or repurchased Shares) which were subject thereto will become available for future grantor sale under the Plan (unless the Plan has terminated). With respect to SARs, only Sharesactually issued pursuant to an SAR will cease to be available under the Plan; all remaining Sharesunder SARs will remain available for future grant or sale under the Plan (unless the Plan hasterminated). Shares that have actually been issued under the Plan under any Award will not bereturned 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 theCompany or are forfeited to the Company due to their failure to vest, such Shares will becomeavailable for future grant under the Plan. Shares used to pay the exercise price of an Award or tosatisfy the minimum statutory withholding obligations related to an Award will become available forfuture grant or sale under the Plan.          (c) Share Reserve. The Company, during the term of this Plan, will at all timesreserve and keep available such number of Shares as will be sufficient to satisfy the requirementsof the Plan.     4. Administration of the Plan.          (a) Procedure.                    (i) Multiple Administrative Bodies. Different Committees with respect to differentgroups of Service Providers may administer the Plan.                    (ii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exemptunder Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy therequirements for exemption under Rule 16b-3.                    (iii) Other Administration. Other than as provided above, the Plan will beadministered by (A) the Board or (B) a Committee, which committee will be constituted to satisfyApplicable Laws.          (b) Powers of the Administrator. Subject to the provisions of the Plan, and in thecase of a Committee, subject to the specific duties delegated by the Board to such Committee, theAdministrator 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 anyAward granted hereunder. Such terms and conditions include, but are not limited to, the exerciseprice, 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 limitationregarding any Award or the Shares relating thereto, based in each case on such factors as theAdministrator 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, includingrules and regulations relating to sub-plans established for the purpose of satisfying applicableforeign laws;                    (ix) to modify or amend each Award (subject to Section 18(c) of the Plan), including thediscretionary authority to extend the post-termination exercisability period of Awards longer thanis 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 prescribedin Section 14;                    (xi) to authorize any person to execute on behalf of the Company any instrument required toeffect 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 ofShares that would otherwise be due to such Participant under an Award; and                    (xiii) to make all other determinations deemed necessary or advisable for administering thePlan.          (c) Effect of Administrator’s Decision. The Administrator’s decisions, determinationsand 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 Providerswho were employed by or providing services to the Company or any of its Subsidiaries at the timethe 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 pursuantto exercise of an Option will be determined by the Administrator; however, the per Share exerciseprice 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, theAdministrator will fix the period within which the Option may be exercised and will determine anyconditions that must be satisfied before the Option may be exercised.                    (iii) Form of Consideration. The Administrator will determine the acceptable form ofconsideration for exercising an Option, including the method of payment. Such consideration mayconsist entirely of: (1) cash; (2) check; (3) other Shares, provided that such Shares have a FairMarket Value on the date of surrender equal to the aggregate exercise price of the Shares as towhich such Option will be exercised and provided further that accepting such Shares will not resultin any adverse accounting consequences to the Company, as the Administrator determines in its solediscretion; (4) consideration received by the Company under a cashless exercise program (whetherthrough a broker or otherwise) implemented by the Company in connection with the Plan; (5) suchother consideration and method of payment for the issuance of Shares to the extent permitted byApplicable 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 hereunderwill be exercisable according to the terms of the Plan and at such times and under such conditionsas determined by the Administrator and set forth in the Award Agreement. An Option may not beexercised for a fraction of a Share.                    An Option will be deemed exercised when the Company receives: (i) notice of exercise (in suchform as the Administrator specify from time to time) from the person entitled to exercise theOption, 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 considerationand method of payment authorized by the Administrator and permitted by the Award Agreement and thePlan. 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 theShares are issued (as evidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company), no right to vote or receive dividends or any otherrights as a stockholder will exist with respect to the Optioned Stock, notwithstanding the exerciseof the Option. The Company will issue (or cause to be issued) such Shares promptly after theOption is exercised. No adjustment will be made for a dividend or other right for which the recorddate 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 whichthe Option is exercised.                    (ii) Termination of Relationship as a Service Provider. If a Participant ceases to bea Service Provider, other than upon the Participant’s death or Disability, the Participant mayexercise his or her Option within such period of time as is specified in the Award Agreement to theextent that the Option is vested on the date of termination (but in no event later than theexpiration of the term of such Option as set forth in the Award Agreement). In the absence of aspecified time in the Award Agreement, the Option will remain exercisable for three (3) monthsfollowing the Participant’s termination. Unless otherwise provided by the Administrator, if on thedate of termination the Participant is not vested as to his or her entire Option, the Sharescovered by the unvested portion of the Option will revert to the Plan. If after termination theParticipant does not exercise his or her Option within the time specified by the Administrator, theOption 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 asa result of the Participant’s Disability, the Participant may exercise his or her Option withinsuch period of time as is specified in the Award Agreement to the extent the Option is vested onthe date of termination (but in no event later than the expiration of the term of such Option asset forth in the Award Agreement). In the absence of a specified time in the Award Agreement, theOption 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 isnot vested as to his or her entire Option, the Shares covered by the unvested portion of the Optionwill revert to the Plan. If after termination the Participant does not exercise his or her Optionwithin the time specified herein, the Option will terminate, and the Shares covered by such Optionwill revert to the Plan.                    (iv) Death of Participant. If a Participant dies while a Service Provider, the Optionmay be exercised following the Participant’s death within such period of time as is specified inthe Award Agreement to the extent that the Option is vested on the date of death (but in no eventmay the option be exercised later than the expiration of the term of such Option as set forth inthe Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary hasbeen designated prior to Participant’s death in a form acceptable to the Administrator. If no suchbeneficiary has been designated by the Participant, then such Option may be exercised by thepersonal representative of the Participant’s estate or by the person(s) to whom the Option istransferred pursuant to the Participant’s will or in accordance with the laws of descent anddistribution. In the absence of a specified time in the Award Agreement, the Option will remainexercisable for twelve (12) months following Participant’s death. Unless otherwise provided by theAdministrator, 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. Ifthe Option is not so exercised within the time specified herein, the Option will terminate, and theShares 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, theAdministrator, at any time and from time to time, may grant Shares of Restricted Stock to ServiceProviders in such amounts as the Administrator, in its sole discretion, will determine.          (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced byan Award Agreement that will specify the Period of Restriction, the number of Shares granted, andsuch 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 ofRestricted Stock until the restrictions on such Shares have lapsed.          (c) Transferability. Except as provided in this Section 7, Shares of Restricted Stockmay not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until theend of the applicable Period of Restriction.          (d) Other Restrictions. The Administrator, in its sole discretion, may impose suchother 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, Sharesof Restricted Stock covered by each Restricted Stock grant made under the Plan will be releasedfrom escrow as soon as practicable after the last day of the Period of Restriction or at such othertime as the Administrator may determine. The Administrator, in its discretion, may accelerate thetime at which any restrictions will lapse or be removed.          (f) Voting Rights. During the Period of Restriction, Service Providers holding Sharesof 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, ServiceProviders holding Shares of Restricted Stock will be entitled to receive all dividends and otherdistributions 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 samerestrictions on transferability and forfeitability as the Shares of Restricted Stock with respectto which they were paid.          (h) Return of Restricted Stock to Company. On the date set forth in the AwardAgreement, the Restricted Stock for which restrictions have not lapsed will revert to the Companyand 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 asdetermined by the Administrator. After the Administrator determines that it will grant RestrictedStock 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 inits discretion, which, depending on the extent to which the criteria are met, will determine thenumber of Restricted Stock Units that will be paid out to the Participant. The Administrator mayset 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 theAdministrator in its discretion.          (c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, theParticipant shall be entitled to receive a payout as specified in the Restricted Stock Unit AwardAgreement. 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 bemet to receive a payout.          (d) Form and Timing of Payment. Payment of earned Restricted Stock Units shall bemade as soon as practicable after the date(s) set forth in the Restricted Stock Unit AwardAgreement. 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 begranted to Service Providers at any time and from time to time as will be determined by theAdministrator, in its sole discretion.          (b) Number of Shares. The Administrator will have complete discretion to determinethe number of SARs granted to any Service Provider.          (c) Exercise Price and Other Terms. The per share exercise price for the Shares to beissued pursuant to exercise of an SAR shall be determined by the Administrator and shall be no lessthan 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 andconditions of SARs granted under the Plan; provided, however, that no SAR may have a term of morethan ten (10) years from the date of grant.          (d) SAR Agreement. Each SAR grant will be evidenced by an Award Agreement that willspecify the exercise price, the term of the SAR, the conditions of exercise, and such other termsand conditions as the Administrator, in its sole discretion, will determine.          (e) Expiration of SARs. An SAR granted under the Plan will expire upon the datedetermined 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 toreceive 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 theexercise 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 thenearest 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 theAdministrator, in its sole discretion. The Administrator shall have complete discretion todetermine (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 solelyon achievement of performance milestones but may include a service-based component, upon which isconditioned the grant or vesting of Performance Shares. Performance Shares shall be granted in theform of units to acquire Shares. Each such unit shall be the equivalent of one Share for purposesof determining the number of Shares subject to an Award. Until the Shares are issued, no right tovote or receive dividends or any other rights as a stockholder shall exist with respect to theunits to acquire Shares.          (b) Other Terms. The Administrator, subject to the provisions of the Plan, shall havecomplete discretion to determine the terms and conditions of Performance Shares granted under thePlan. Performance Share grants shall be subject to the terms, conditions, and restrictionsdetermined by the Administrator at the time the stock is awarded, which may include suchperformance-based milestones as are determined appropriate by the Administrator. The Administratormay 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 bedetermined by the Administrator.          (c) Performance Share Award Agreement. Each Performance Share grant shall beevidenced by an Award Agreement that shall specify such other terms and conditions as theAdministrator, in its sole discretion, shall determine.     11. Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awardsgranted hereunder will be suspended during any unpaid leave of absence. A Service Provider willnot 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 anySubsidiary.     12. Transferability of Awards. Unless determined otherwise by the Administrator, anAward may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any mannerother than by will or by the laws of descent or distribution and may be exercised, during thelifetime of the Participant, only by the Participant. If the Administrator makes an Awardtransferable, such Award will contain such additional terms and conditions as the Administratordeems appropriate.
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     13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.          (a) Adjustments. In the event that any dividend or other distribution (whether in theform of cash, Shares, other securities, or other property), recapitalization, stock split, reversestock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, orexchange of Shares or other securities of the Company, or other change in the corporate structureof the Company affecting the Shares occurs, the Administrator, in order to prevent diminution orenlargement 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 inSection 3 of the Plan.          (b) Dissolution or Liquidation. In the event of the proposed dissolution orliquidation of the Company, the Administrator will notify each Participant as soon as practicableprior to the effective date of such proposed transaction. To the extent it has not been previouslyexercised, 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, eachoutstanding 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 successorcorporation or a Parent or Subsidiary of the successor corporation. The Administrator shall not berequired to treat all Awards similarly in the transaction.          In the event that the successor corporation does not assume or substitute for the Award, theParticipant will fully vest in and have the right to exercise all of his or her outstanding Optionsand Stock Appreciation Rights, including Shares as to which such Awards would not otherwise bevested 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 vestingcriteria 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 ofa Change in Control, the Administrator will notify the Participant in writing or electronicallythat the Option or Stock Appreciation Right will be exercisable for a period of time determined bythe Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminateupon the expiration of such period.          For the purposes of this subsection (c), an Award will be considered assumed if, following theChange in Control, the Award confers the right to purchase or receive, for each Share subject tothe Award immediately prior to the Change in Control, the consideration (whether stock, cash, orother securities or property) received in the Change in Control by holders of Common Stock for eachShare held on the effective date of the transaction (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority of the outstandingShares); provided, however, that if such consideration received in the Change in Control is notsolely common stock of the successor corporation or its Parent, the Administrator may, with theconsent of the successor corporation, provide for the consideration to be received upon theexercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit orPerformance Share, for each Share subject to such Award, to be solely common stock of the successorcorporation
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or its Parent equal in fair market value to the per share consideration received by holders ofCommon Stock in the Change in Control.          Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earnedor paid-out upon the satisfaction of one or more performance goals will not be considered assumedif the Company or its successor modifies any of such performance goals without the Participant’sconsent; provided, however, a modification to such performance goals only to reflect the successorcorporation’s post-Change in Control corporate structure will not be deemed to invalidate anotherwise valid Award assumption.     14. Tax Withholding.          (a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant toan Award (or exercise thereof), the Company will have the power and the right to deduct orwithhold, or require a Participant to remit to the Company, an amount sufficient to satisfyfederal, 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 pursuantto such procedures as it may specify from time to time, may permit a Participant to satisfy suchtax withholding obligation, in whole or in part by (i) paying cash, (ii) electing to have theCompany withhold otherwise deliverable cash or Shares having a Fair Market Value equal to theminimum statutory amount required to be withheld, (iii) delivering to the Company already-ownedShares 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 suchmeans as the Administrator may determine in its sole discretion (whether through a broker orotherwise) equal to the amount required to be withheld. The Fair Market Value of the Shares to bewithheld 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 conferupon a Participant any right with respect to continuing the Participant’s relationship as a ServiceProvider with the Company, nor will they interfere in any way with the Participant’s right or theCompany’s right to terminate such relationship at any time, with or without cause, to the extentpermitted by Applicable Laws.     16. Date of Grant. The date of grant of an Award will be, for all purposes, the dateon which the Administrator makes the determination granting such Award, or such other later date asis determined by the Administrator. Notice of the determination will be provided to eachParticipant 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. Itwill continue in effect until June 30, 2015, the date the 2005 Plan would have otherwiseterminated, 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 orterminate the Plan.
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          (b) Stockholder Approval. The Company will obtain stockholder approval of any Planamendment to the extent necessary and desirable to comply with Applicable Laws.          (c) Effect of Amendment or Termination. No amendment, alteration, suspension ortermination of the Plan will impair the rights of any Participant, unless mutually agreed otherwisebetween the Participant and the Administrator, which agreement must be in writing and signed by theParticipant and the Company. Termination of the Plan will not affect the Administrator’s abilityto exercise the powers granted to it hereunder with respect to Awards granted under the Plan priorto 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 Awardunless the exercise of such Award and the issuance and delivery of such Shares will comply withApplicable Laws and will be further subject to the approval of counsel for the Company with respectto such compliance.          (b) Investment Representations. As a condition to the exercise of an Award, theCompany may require the person exercising such Award to represent and warrant at the time of anysuch exercise that the Shares are being purchased only for investment and without any presentintention to sell or distribute such Shares if, in the opinion of counsel for the Company, such arepresentation is required.     20. Inability to Obtain Authority. The inability of the Company to obtain authorityfrom any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel tobe necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company ofany liability in respect of the failure to issue or sell such Shares as to which such requisiteauthority will not have been obtained.
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**OMNITURE, INC.****2007 EQUITY INCENTIVE PLAN****STOCK OPTION AWARD AGREEMENT**     Unless otherwise defined herein, the terms defined in the Omniture, Inc. 2007 Equity IncentivePlan (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 termsand 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 beexercised, 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 ServiceProvider, unless such termination is due to Participant’s death or Disability, in which case thisOption 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/ExpirationDate as provided above and may be subject to earlier termination as provided in Section 13(c) ofthe Plan.
 

 
II. AGREEMENT     A. Grant of Option.          The Administrator hereby grants to the individual named in the Notice of Grant attached asPart I of this Agreement (the “***Participant***”) an option (the “***Option***”) to purchase the number ofShares, as set forth in the Notice of Grant, at the exercise price per share set forth in theNotice of Grant (the “***Exercise Price***”), subject to the terms and conditions of the Plan, which isincorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a conflictbetween 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 withthe Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan andthis 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 mannerand pursuant to such procedures as determined by the Administrator, which will state the electionto 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 theCompany pursuant to the provisions of the Plan. The Exercise Notice will be completed byParticipant and delivered to the Company. The Exercise Notice will be accompanied by payment ofthe aggregate Exercise Price as to all Exercised Shares together with any applicable taxwithholding. This Option will be deemed to be exercised upon receipt by the Company of such fullyexecuted Exercise Notice accompanied by such aggregate Exercise Price, together with any applicabletax withholding.               No Shares will be issued pursuant to the exercise of this Option unless such issuance andexercise comply with Applicable Laws. Assuming such compliance, for income tax purposes theExercised Shares will be considered transferred to Participant on the date the Option is exercisedwith respect to such Exercised Shares.     C. Method of Payment.          Payment of the aggregate Exercise Price will be by any of the following, or a combinationthereof:          1. cash;          2. check;          3. consideration received by the Company under a formal cashless exercise program adopted bythe 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 ofexercise, and (b) must be owned free and clear of any liens, claims, encumbrances or securityinterests, if accepting such Shares, in the sole discretion of the Administrator, shall not resultin any adverse accounting consequences to the Company.     D. Non-Transferability of Option.
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          This Option may not be transferred in any manner otherwise than by will or by the laws ofdescent or distribution and may be exercised during the lifetime of Participant only byParticipant. 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 beexercised 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 theCompany (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction ofall Federal, state, local, and foreign income and employment tax withholding requirementsapplicable to the Option exercise. Participant acknowledges and agrees that the Company may refuseto honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered atthe time of exercise.          2. Code Section 409A. Under Code Section 409A, an option that vests after December31, 2004 that was granted with a per share exercise price that is determined by the U.S. InternalRevenue 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 “discountedoption” may result in (a) income recognition by Participant (if they are a U.S. taxpayer) prior tothe exercise of the option, (b) an additional twenty percent (20%) tax, and (c) potential penaltyand interest charges. The “discounted option” may also result in additional state income, penaltyand interest tax to the Participant. Participant acknowledges that the Company cannot and has notguaranteed that the IRS will agree that the per Share exercise price of this Option equals orexceeds the Fair Market Value of a Share on the Date of Grant in a later examination. Participantagrees that if the IRS determines that the Option was granted with a per share exercise price thatwas less than the Fair Market Value of a Share on the Date of Grant, Participant will be solelyresponsible for Participant’s costs related to such a determination.          The Board reserves the right, to the extent it deems necessary or advisable in its solediscretion, to unilaterally alter or modify this Award Agreement to ensure that all Optionsprovided to Participants who are U.S. taxpayers are made in such a manner that either qualifies forexemption from or complies with Section 409A of the Code; provided, however, that the Company makesno representation that the Options will be exempt from or comply with Section 409A of the Code andmakes 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 constitutethe entire agreement of the parties with respect to the subject matter hereof and supersede intheir entirety all prior undertakings and agreements of the Company and Participant with respect tothe subject matter hereof, and may not be modified adversely to Participant’s interest except bymeans of a writing signed by the Company and Participant. This Award Agreement is governed by theinternal substantive laws, but not the choice of law rules, of Utah. For purposes of litigatingany dispute that arises directly or indirectly from the relationship of the parties evidenced bythis grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdictionof 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, andno other courts, where this grant is made and/or to be performed.
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     H. NO GUARANTEE OF CONTINUED SERVICE.          PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTINGSCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (ORTHE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEINGHIRED, BEING GRANTED THIS OPTION OR PURCHASING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGESAND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTINGSCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENTAS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE INANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYINGOR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANYTIME, 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 Agreementand any other Option grant materials by and among, as applicable, the Employer, the Company and itsParents, Subsidiaries and affiliates for the exclusive purpose of implementing, administering andmanaging Participant’s participation in the Plan.***          ***Participant understands that the Company and the Employer may hold certain personalinformation about Participant, including, but not limited to, Participant’s name, home address andtelephone 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 allOptions or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvestedor outstanding in Participant’s favor, for the exclusive purpose of implementing, administering andmanaging the Plan (“Data”).***          ***Participant understands that Data will be transferred to E*TRADE FINANCIAL, or such otherstock plan service provider as may be selected by the Company in the future, which is assisting theCompany with the implementation, administration and management of the Plan. Participantunderstands that the recipients of the Data may be located in the United States or elsewhere, andthat the recipients’ country (e.g., the United States) may have different data privacy laws andprotections than Participant’s country. Participant understands that Participant may request alist with the names and addresses of any potential recipients of the Data by contactingParticipant’s local human resources representative. Participant authorizes the Company, E*TRADEFINANCIAL and any other possible recipients which may assist the Company (presently or in thefuture) with implementing, administering and managing the Plan to receive, possess, use, retain andtransfer the Data, in electronic or other form, for the sole purpose of implementing, administeringand managing Participant’s participation in the Plan. Participant understands that Data will beheld only as long as is necessary to implement, administer and manage Participant’s participationin the Plan. Participant understands that Participant may, at any time, view Data, requestadditional information about the storage and processing of Data, require any necessary amendmentsto Data or refuse or withdraw the consents herein, in any case without cost, by contacting inwriting Participant’s local human resources representative. Participant understands, however, thatrefusing or withdrawing consent may affect Participant’s ability to participate in the Plan. Formore information on the consequences of Participant’s refusal to consent or withdrawal of consent,Participant understands that Participant may contact Participant’s local human resourcesrepresentative.***
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     J. Electronic Delivery.          The Company may, in its sole discretion, decide to deliver any documents related to theParticipant’s participation in the Plan by electronic means or to request Participant’s consent toparticipate in the Plan by electronic means. Participant hereby consents to receive such documentsby electronic delivery and, if requested, to agree to participate in the Plan through an on-line orelectronic system established and maintained by the Company or a third party designated by theCompany.     K. Severability.          The provisions of this Award Agreement are severable and if any one or more provisions aredetermined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisionsshall nevertheless be binding and enforceable.***[Remainder of Page Intentionally Left Blank]***
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     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 andconditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this AwardAgreement in their entirety, has had an opportunity to obtain the advice of counsel prior toexecuting this Award Agreement and fully understands all provisions of the Plan and AwardAgreement. Participant hereby agrees to accept as binding, conclusive and final all decisions orinterpretations 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 indicatedbelow.     **PARTICIPANT:** **OMNITURE, INC.**        Signature  By        Print Name  Print Name        Residence Address  Title                                
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**EXHIBIT A****OMNITURE, INC.****2007 EQUITY INCENTIVE PLAN****EXERCISE NOTICE**Omniture, Inc.