**Exhibit 10.3E****OMNITURE, INC.****2006 EQUITY INCENTIVE PLAN****RESTRICTED STOCK UNIT AWARD AGREEMENT****NON-U.S. PARTICIPANTS**     Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan (the“***Plan***”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the“***Award Agreement***”).**I.** **NOTICE OF RESTRICTED STOCK UNIT GRANT**        **Participant’s Name:** **[INSERT NAME]**        **Participant’s Address:** [INSERT ADDRESS]     You have been granted the right to receive an Award of Restricted Stock Units, subject to theterms and conditions of the Plan and this Award Agreement, as follows:        Grant Number: [INSERT GRANT NUMBER]        Date of Grant: [INSERT GRANT DATE]        Vesting Commencement Date: [INSERT START DATE]        Number of Restricted Stock Units: [INSERT NUMBER OF SHARES]     Vesting Schedule:     Subject to any acceleration provisions contained in the Plan or set forth below, theRestricted Stock Unit will vest in accordance with the following schedule:     [INSERT VESTING SCHEDULE], subject to Participant continuing to be a Service Provider througheach applicable vesting date.]     In the event Participant ceases to be a Service Provider for any or no reason beforeParticipant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s rightto acquire any Shares hereunder will immediately terminate.**II.** **AGREEMENT**     A. Grant of Restricted Stock Unit.          The Administrator hereby grants to the individual named in the Notice of Grant attached asPart I of this Award Agreement (“***Participant***”) under the Plan an Award of Restricted Stock Units,subject to all of the terms and conditions in this Award Agreement and the Plan, which isincorporatedherein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict betweenthe terms and conditions of the Plan and the terms and conditions of this Award Agreement, theterms and conditions of
 

 
the Plan will prevail.     B. Company’s Obligation to Pay.          Each Restricted Stock Unit represents the right to receive a Share on the date it vests.Unless and until the Restricted Stock Units will have vested in the manner set forth in Section C,Participant will have no right to payment of any such Restricted Stock Units. Prior to actualpayment of any vested Restricted Stock Units, such Restricted Stock Unit will represent anunsecured obligation of the Company, payable (if at all) only from the general assets of theCompany. Any Restricted Stock Units that vest in accordance with Sections C or D will be paid toParticipant (or in the event of Participant’s death, to his or her estate) in whole Shares, subjectto Participant satisfying any applicable tax withholding obligations as set forth in Section G.Subject to the provisions of Section D, such vested Restricted Stock Units shall be paid in Sharesas soon as practicable after vesting, but in each such case within the period ending no later thanthe date that is two and one half (21/2) months from the end of the Company’s tax year that includesthe vesting date.     C. Vesting Schedule.          Except as provided in Section D, and subject to Section E, the Restricted Stock Units awardedby this Award Agreement will vest in accordance with the vesting provisions set forth in the Noticeof Grant attached as Part I of this Award Agreement. Restricted Stock Units scheduled to vest on acertain date or upon the occurrence of a certain condition will not vest in Participant inaccordance with any of the provisions of this Award Agreement, unless Participant will have beencontinuously a Service Provider from the Date of Grant until the date such vesting occurs.     D. Administrator Discretion.          The Administrator, in its discretion, may accelerate the vesting of the balance, or somelesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to theterms of the Plan. If so accelerated, such Restricted Stock Units will be considered as havingvested as of the date specified by the Administrator.          Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vestingof the balance, or some lesser portion of the balance, of the Restricted Stock Units is acceleratedin connection with Participant’s termination as a Service Provider (provided that such terminationis a “separation from service” within the meaning of Section 409A, as determined by the Company),other than due to death**,**and if (x) Participant is a “specified employee” within the meaning ofSection 409A at the time of such termination as a Service Provider and (y) the payment of suchaccelerated Restricted Stock Units will result in the imposition of additional tax under Section409A if paid to Participant on or within the six (6) month period following Participant’stermination as a Service Provider, then the payment of such accelerated Restricted Stock Units willnot be made until the date six (6) months and one (1) day following the date of Participant’stermination as a Service Provider, unless the Participant dies following his or her termination asa Service Provider, in which case, the Restricted Stock Units will be paid in Shares to theParticipant’s estate as soon as practicable following his or her death. It is the intent of thisAward Agreement to comply with the requirements of Section 409A so that none of the RestrictedStock Units provided under this Award Agreement or Shares issuable thereunder will be subject tothe additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to socomply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, andany proposed, temporary or final Treasury Regulations and Internal Revenue Service guidancethereunder, aseach may be amended from time to time.
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     E. Forfeiture upon Termination of Status as a Service Provider.          Notwithstanding any contrary provision of this Award Agreement, the balance of the RestrictedStock Units that have not vested as of the time of Participant’s termination as a Service Providerfor any or no reason and Participant’s right to acquire any Shares hereunder will immediatelyterminate.     F. Death of Participant.          Any distribution or delivery to be made to Participant under this Award Agreement will, ifParticipant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiarysurvives Participant, the administrator or executor of Participant’s estate. Any such transfereemust furnish the Company with (a) written notice of his or her status as transferee, and (b)evidence satisfactory to the Company to establish the validity of the transfer and compliance withany laws or regulations pertaining to said transfer.     G. Withholding of Taxes.          Regardless of any action the Company or the Parent or Subsidiary employing or retainingParticipant (the “Employer”) takes with respect to any or all income tax (including U.S. federal,state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on account orother tax-related withholding (“Tax-Related Items”), Participant acknowledges that the ultimateliability for all Tax-Related Items legally due by Participant is and remains Participant’sresponsibility and that the Company and/or the Employer (i) make no representations or undertakingsregarding the treatment of any Tax-Related Items in connection with any aspect of the Award,including the grant or vesting of the Restricted Stock Units, the subsequent sale of any Sharesacquired upon vesting and the receipt of any dividends or dividend equivalents; and (ii) do notcommit to structure the terms of the grant or any aspect of the Award to reduce or eliminateParticipant’s liability for Tax-Related Items.          Prior to the relevant taxable event, Participant shall pay or make arrangements satisfactoryto the Company and/or the Employer to satisfy all withholding and payment on account obligations ofthe Company and/or the Employer. In this regard, if permissible under local law, Participantauthorizes the Company and/or the Employer, at its discretion, to satisfy the obligations withregard to all Tax-Related Items legally payable by Participant by one or a combination of thefollowing:          (i) withholding from Participant’s wages or other cash compensation paid to Participant by theCompany and/or the Employer; or          (ii) withholding from the proceeds of the sale of Shares acquired upon vesting of the Award;or          (iii) arranging for the sale of Shares otherwise deliverable to Participant (on Participant’sbehalf and at Participant’s direction pursuant to this authorization); or          (iv) withholding otherwise deliverable Shares, provided that the Company only withholds theamount of Shares necessary to satisfy the minimum withholding amount or such other amount as may benecessary to avoid adverse accounting treatment. If the Company satisfies the obligation forTax-Related Items by withholding a number of Shares as described herein, Participant shall bedeemed, for tax purposes only, to have been issued the full number of Shares subject to the vestedportion of the Award, notwithstanding that a number of the Shares are held back solely for thepurpose of paying the Tax-Related Items due as a result of any aspect of the Award.
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          Finally, Participant shall pay to the Company or the Employer any amount of Tax-Related Itemsthat the Company or the Employer may be required to withhold as a result of Participant’sparticipation in the Plan that cannot be satisfied by the means previously described. Participantacknowledges and agrees that the Company may refuse to deliver Shares if Participant fails tocomply with Participant’s obligations in connection with the Tax-Related Items as described in thissection.     H. 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. Notwithstanding anything to the contraryin the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreementas it deems necessary or advisable, in its sole discretion and without the consent of Participant,to comply with Section 409A or to otherwise avoid imposition of any additional tax or incomerecognition under Section 409A in connection to this Award of Restricted Stock Units. This AwardAgreement is governed by the internal substantive laws, but not the choice of law rules, of Utah.For purposes of litigating any dispute that arises directly or indirectly from the relationship ofthe parties evidenced by this grant or the Agreement, the parties hereby submit to and consent tothe exclusive jurisdiction of the State of Utah and agree that such litigation shall be conductedonly in the courts of Utah, Fourth District, or the federal courts for the United States for the10th Circuit, and no other courts, where this grant is made and/or to be performed.     I. Rights as Stockholder.          Neither Participant nor any person claiming under or through Participant will have any of therights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunderunless and until certificates representing such Shares will have been issued, recorded on therecords of the Company or its transfer agents or registrars, and delivered to Participant. Aftersuch issuance, recordation and delivery, Participant will have all the rights of a stockholder ofthe Company with respect to voting such Shares and receipt of dividends and distributions on suchShares.     J. NO GUARANTEE OF CONTINUED SERVICE.          PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TOTHE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THECOMPANY (OR THE EMPLOYER) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OFRESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREESTHAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SETFORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICEPROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITHPARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE EMPLOYER) TO TERMINATE PARTICIPANT’SRELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME.     K. Nature of Grant. In accepting the grant, Participant acknowledges that:
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          (1) the Plan is established voluntarily by the Company, it is discretionary in nature and itmay be modified, amended, suspended or terminated by the Company at any time, unless otherwiseprovided in the Plan and this Award Agreement;          (2) the Award is voluntary and occasional and does not create any contractual or other rightto receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units,even if Restricted Stock Units have been granted repeatedly in the past;          (3) all decisions with respect to future Awards, if any, will be at the sole discretion of theCompany;          (4) Participant is voluntarily participating in the Plan;          (5) the Award is an extraordinary item that does not constitute compensation of any kind forservices of any kind rendered to the Company or the Employer, and which is outside the scope ofParticipant’s employment or service contract, if any;          (6) the Award is not part of normal or expected compensation or salary for any purposes,including, but not limited to, calculation of any severance, resignation, termination, redundancy,end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits orsimilar payments and in no event should be considered as compensation for, or relating in any wayto, past services for the Company or the Employer;          (7) in the event that Participant is not an Employee of the Company or any Parent, Subsidiaryor affiliate of the Company, the Award and Participant’s participation in the Plan will not beinterpreted to form an employment or service contract or relationship with the Company or anyParent, Subsidiary or affiliate of the Company;          (8) the future value of the underlying Shares is unknown and cannot be predicted withcertainty;          (9) in consideration of the Award, no claim or entitlement to compensation or damages shallarise from termination of the Award or from any diminution in value of the Award orShares acquired upon vesting of the Award resulting from termination of Participant’s statusas a Service Provider by the Company or the Employer (for any reason whatsoever and whether or notin breach of local labor laws) and Participant irrevocably releases the Company and the Employerfrom any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by acourt of competent jurisdiction to have arisen, then, by signing this Award Agreement, Participantshall be deemed irrevocably to have waived his or her entitlement to pursue such claim;          (10) in the event of termination of Participant’s status as a Service Provider (whether or notin breach of local labor laws), Participant’s right to receive an Award and vest in an Award underthe Plan, if any, will terminate effective as of the date that Participant is no longer actively aService Provider and will not be extended by any notice period mandated under local law (*e.g*.,active employment will not include a period of “garden leave” or similar period pursuant to locallaw); the Administrator shall have the exclusive discretion to determine when Participant is nolonger actively a Service Provider for purposes of the Award;          (11) the Company is not providing any tax, legal or financial advice, nor is the Companymaking any recommendations regarding Participant’s participation in the Plan, or Participant’sacquisition or sale of the underlying Shares; and
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          (12) Participant is hereby advised to consult with Participant’s own personal tax, legal andfinancial advisors regarding Participant’s participation in the Plan before taking any actionrelated to the Plan.     L. ***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 Award 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 allAwards 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 asis necessary to implement, administer and manage Participant’s participation in the Plan.Participant understands that Participant may, at any time, view Data, request additionalinformation about the storage and processing of Data, require any necessary amendments to Data orrefuse or withdraw the consents herein, in any case without cost, by contacting in writingParticipant’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.***     M. Address for Notices.          Any notice to be given to the Company under the terms of this Award Agreement will beaddressed to the Company at Ominture, Inc., 550 East Timpanagos Circle Building G, Orem, UT 84097,or at such other address as the Company may hereafter designate in writing.     N. Grant is Not Transferable.
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          Except to the limited extent provided in Section F, this grant and the rights and privilegesconferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether byoperation of law or otherwise) and will not be subject to sale under execution, attachment orsimilar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose ofthis grant, or any right or privilege conferred hereby, or upon any attempted sale under anyexecution, attachment or similar process, this grant and the rights and privileges conferred herebyimmediately will become null and void.     O. Binding Agreement.          Subject to the limitation on the transferability of this grant contained herein, this AwardAgreement will be binding upon and inure to the benefit of the heirs, legatees, legalrepresentatives, successors and assigns of the parties hereto.     P. Additional Conditions to Issuance of Stock.          If at any time the Company will determine, in its discretion, that the listing, registrationor qualification of the Shares upon any securities exchange or under any state or federal law, orthe consent or approval of any governmental regulatory authority is necessary or desirable as acondition to the issuance of Shares to Participant (or his or her estate), such issuance will notoccur unless and until such listing, registration, qualification, consent or approval will havebeen effected or obtained free of any conditions not acceptable to the Company. Where the Companydetermines that the delivery of the payment of any Shares will violate federal securities laws orother applicable laws, the Company will defer delivery until the earliest date at which the Companyreasonably anticipates that the delivery of Shares will no longer cause such violation. TheCompany will make all reasonable efforts to meet the requirements of any such state or federal lawor securities exchange and to obtain any such consent or approval of any such governmentalauthority.     Q. Administrator Authority.          The Administrator will have the power to interpret the Plan and this Award Agreement and toadopt such rules for the administration, interpretation and application of the Plan as areconsistenttherewith and to interpret or revoke any such rules (including, but not limited to, thedetermination of whether or not any Restricted Stock Units have vested). All actions taken and allinterpretations and determinations made by the Administrator in good faith will be final andbinding upon Participant, the Company and all other interested persons. No member of theAdministrator will be personally liable for any action, determination or interpretation made ingood faith with respect to the Plan or this Award Agreement.     R. Language.          If Participant has received this Award Agreement or any other document related to the Plantranslated into a language other than English and if the meaning of the translated version isdifferent than the English version, the English version will control, unless otherwise prescribedby local law.     S. Electronic Delivery.          The Company may, in its sole discretion, decide to deliver any documents related to RestrictedStock Units awarded under the Plan or future Restricted Stock Units that may be awarded under thePlan by electronic means or request Participant’s consent to participate in the Plan by electronicmeans. Participant hereby consents to receive such documents by electronic delivery and, ifrequested, to
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agree to participate in the Plan through an on-line or electronic system establishedand maintained by the Company or a third party designated by the Company.     T. Captions.          Captions provided herein are for convenience only and are not to serve as a basis forinterpretation or construction of this Award Agreement.     U. 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.     V. Exhibit.          Notwithstanding any provision herein, Participant’s participation in the Plan shall be subjectto any special terms and conditions as set forth in Exhibit A for Participant’s country ofresidence, if any. Exhibit A constitutes part of this Award Agreement.     By Participant’s signature and the signature of the Company’s representative below,Participant and the Company agree that this Award of Restricted Stock Units is granted under andgoverned by the terms and conditions of the Plan and this Award Agreement. Participant hasreviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain theadvice of counsel prior to executing this Award Agreement and fully understands all provisions ofthe Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and finalall decisions or interpretations of the Administrator upon any questions relating to the Plan andAward Agreement. Participant further agrees to notify the Company upon any change in the residenceaddress indicated below.     PARTICIPANT: OMNITURE, INC.                 Signature By            Print Name Title       Residence Address:                        
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**EXHIBIT A****OMNITURE, INC. 2006 EQUITY INCENTIVE PLAN**