(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 Visual Sciences with and into Voyager Merger Corp., aDelaware corporation and wholly-owned subsidiary of the Company, whereby Visual Sciences continuedas the surviving corporation and a wholly-owned subsidiary of the Company, pursuant to theAgreement and Plan of Reorganization dated October 25, 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) “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.          (v) “Option” means a stock option granted pursuant to the Plan.          (w) “Optioned Stock” means the Common Stock subject to an Award.
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          (x) “Parent” means a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.          (y) “Participant” means the holder of an outstanding Award.          (z) “Performance Share” means an Award denominated in Shares which may be earned inwhole or in part upon attainment of performance goals or other vesting criteria as theAdministrator may determine pursuant to Section 10.          (aa) “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.          (bb) “Plan” means this 2008 Equity Incentive Plan.          (cc) “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.          (dd) “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.          (ee) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,as in effect when discretion is being exercised with respect to the Plan.          (ff)“Section 16(b)” means Section 16(b) of the Exchange Act.