year. Employee’s salary will be payable as earned in accordance with Company’s customarypayroll practice.          5.2 Cash Bonus. Employee will have the potential to receive an annual cash bonus ofat least $150,000 subject to the terms of a Bonus Plan, to be established within sixty (60) daysafter the Effective Date or as otherwise determined by the Board and annually thereafter by theBoard, as amended from time to time.          5.3 Additional Benefits. Employee will be eligible to participate in Company’semployee benefit plans of general application, including without limitation pension andprofit-sharing plans, deferred compensation, supplemental retirement or excess-benefit plans, stockoption, incentive or other bonus plans, life, health, disability, accident and dental insuranceprograms, 401(k) plan, paid vacations and sabbatical leave plans, and similar plans or programs, inaccordance with the rules established for individual participation in any such plan. The Companyshall furnish Employee with office space, stenographic assistance and such other facilities andservices as shall be suitable to Employee’s position and adequate for the performance of hisduties. Employee shall be entitled each year to four (4) weeks leave for vacation at full pay,provided, that at the end of each year, Employee may accrue and carry over to the next succeedingyear a maximum of four (4) weeks of unused vacation. Employee shall also be entitled to reasonableholidays and illness days with full pay in accordance with the Company’s policy from time to timein effect.          5.4 Expenses. The Company will reimburse Employee for all reasonable and necessaryexpenses incurred by Employee in connection with the Company’s business, provided that suchexpenses are in accordance with applicable policy set by the Board from time to time and areproperly documented and accounted for in accordance with the policy of the Company and with therequirements of the Internal Revenue Service.          5.5 Acceleration of Vesting. Upon a Change in Control (as defined below) all ofEmployee’s options to purchase the Company’s Common Stock shall, as of the date of such Change inControl, be immediately exercisable in full and shall remain exercisable for five (5) yearsfollowing the date of termination or ten (10) years following the date of grant, whichever isearlier, and all shares of the Company’s Common Stock owned by Employee shall immediately bereleased from any and all vesting restrictions; “Change in Control” Defined. A “Change inControl” means the occurrence of any of the following events: (i) any sale or exchange of thecapital stock by the shareholders of the Company in one transaction or series of relatedtransactions where more than 50% of the outstanding voting power of the Company is acquired by aperson or entity or group of related persons or entities; or (ii) any reorganization, consolidationor merger of the Company where the outstanding voting securities of the Company immediately beforethe transaction represent or are converted into less than fifty percent 50% of the outstandingvoting power of the surviving entity (or its parent corporation) immediately after the transaction;or (iii) the consummation of any transaction or series of related transactions that results in thesale of all or substantially all of the assets of the Company; or (iv) any “person” or “group” (asdefined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomingthe “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly ofsecurities representing more than fifty percent (50%) of the voting power of the Company thenoutstanding.
-2-

 
     6. Proprietary Rights. Employee hereby affirms his Employee Invention Assignment andConfidentiality Agreement with the Company previously entered into with the Company (the“Proprietary Rights Agreement”).     7. Termination.          7.1 Events of Termination. Employee’s employment with the Company shall terminateupon any one of the following:               (a) thirty (30) days after the effective date of a written notice sent to Employee stating theCompany’s determination made in good faith that it is terminating Employee for “Cause” as definedunder Section 7.2 below (“Termination for Cause”), provided, that the Company willgive Employee written notice of such failure; or               (b) thirty (30) days after the effective date of a written notice sent to Employee stating theCompany’s determination made in good faith that, due to a mental or physical incapacity, Employeehas been unable to perform his duties under this Agreement for a period of not less than six (6)consecutive months or 180 days in the aggregate in any 12-month period unless Employee has been ona leave approved by the Board (“Termination for Disability”); or               (c) Employee’s death (“Termination Upon Death”); or               (d) thirty (30) days after the effective date of a written notice sent to the Company statingEmployee’s determination made in good faith of “Constructive Termination” by the Company, asdefined under Section 7.3 below, if the Company has not cured the event constituting a ConstructiveTermination during such thirty (30) day period (“Constructive Termination”); or               (e) thirty (30) days after the effective date of a notice sent to Employee stating that theCompany is terminating his employment, without cause, which notice can be given by the Company atany time after the Effective Date at the Company’s sole discretion, for any reason or for no reason(“Termination Without Cause”); or               (f) the effective date of a notice sent to the Company from Employee stating that Employee iselecting to terminate his employment with the Company (“Voluntary Termination”).          7.2 “Cause” Defined. For purposes of this Agreement, “cause” for Employee’stermination means (a) any willful act or acts of fraud, embezzlement or conviction of or guiltyplea to a felony, in each case intended to result in (i) material gain or personal enrichment ofEmployee at the expense of the Company or (ii) material harm to the Company; or (b) unauthorizedwillful use or disclosure of the Company’s confidential information or trade secrets that Employeeintends to cause, and causes, material harm to the Company. No act, or failure to act, by Employeeshall be considered “willful” if done, or omitted to be done, by him in good faith and in thereasonable belief that his act or omission was in the best interest of the Company or required byapplicable law.          7.3 “Constructive Termination” Defined. “Constructive Termination” shall mean:
-3-

 
               (a) a reduction in Employee’s salary or benefits not agreed to by Employee; or               (b) a material change in Employee’s responsibilities not agreed to by Employee; or               (c) the Company’s failure to comply in any material respect with any material term of thisAgreement; or               (d) a requirement that Employee relocate to an office that would increase Employee’s one-waycommute distance by more than thirty-five (35) miles.     8. Effect of Termination.          8.1 Termination for Cause or Voluntary Termination. In the event of any terminationof Employee’s employment pursuant to Section 7.l(a) or Section 7.1(f), the Company shallimmediately pay to Employee the compensation and benefits otherwise payable to Employee underSection 5 through the date of termination. Employee’s rights under the Company’s benefit plans ofgeneral application shall be determined under the provisions of those plans.          8.2 Termination for Disability. In the event of termination of employment pursuant toSection 7.1(b):               (a) the Company shall immediately pay to Employee the compensation and benefits otherwisepayable to Employee under Section 5 through the date of termination,               (b) for six (6) months (plus an additional nine (9) months if Employee signs and delivers tothe Company the Release as set forth in Section 8.6 below, for a total of fifteen (15) months)after the termination of Employee’s employment, the Company shall continue to pay Employee (A) hissalary under Section 5.2 above at Employee’s then-current salary, less applicable withholdingtaxes, payable on the Company’s normal payroll dates during that period, and (B) shall continue hisbenefits under Section 5.4 above or equivalents thereof, and               (c) Employee shall receive other severance and disability payments as provided in theCompany’s standard benefit plans.          8.3 Termination Upon Death. In the event of termination of employment pursuant toSection 7.1(c), all obligations of the Company and Employee shall cease, except the Company shallimmediately pay to Employee (or to Employee’s estate) the compensation and benefits (or equivalentsthereof) otherwise payable to Employee under Section 5 through the date twelve (12) monthsfollowing the termination upon death.          8.4 Constructive Termination or Termination Without Cause. In the event of anytermination of this Agreement pursuant to Section 7.1(d) or Section 7.l(e),               (a) the Company shall immediately pay to Employee the compensation and benefits otherwisepayable to Employee under Section 5 through the date of termination, and
-4-

 
               (b) for six (6) months (plus an additional nine (9) months if Employee signs and delivers tothe Company the Release as set forth in Section 8.6 below, for a total of fifteen (15) months)after the termination of Employee’s employment, the Company shall continue to pay Employee (A) hissalary under Section 5.2 above at Employee’s then-current salary, less applicable withholdingtaxes, payable on the Company’s normal payroll dates during that period, and (B) shall continue hisbenefits under Section 5.4 above or equivalents thereof, and               (c) all of Employee’s options to purchase the Company’s Common Stock shall, as of the date ofemployment termination, be immediately exercisable in full and shall remain exercisable for five(5) years following the date of termination or ten (10) years following the date of grant,whichever is earlier, and all shares of the Company’s Common Stock owned by Employee shallimmediately be released from any and all vesting restrictions.          8.5 Section 280G. To the extent the total amount of the benefits available toEmployee under clauses (a) and (b) of Section 8.4 would constitute a “parachute payment” as definedin Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) then theCompany shall pay to Employee at the time of termination an additional amount such that the netamount retained by Employee, after deduction of the excise tax imposed by Section 4999 of the Codeand any federal, state and local income tax and excise tax imposed on such additional amount, shallbe equal to the amount payable to the Employee under such clauses (a) and (b) of Section 8.4 asoriginally determined prior to the deduction of the excise tax.          8.6 General Release. Employee may elect to increase the benefits provided underSection 8.2(b) and Section 8.4(b) by delivering to the Company a general release of all claimsincluding substantially the following terms (“Release”).               (a) Employee would release the Company, its subsidiaries, officers, directors, employees,agents and stockholders and each of their successors, representatives and assigns from all claimsand demands of every kind and nature, known and unknown, suspected and unsuspected, disclosed andundisclosed, and for any and all damages actual and consequential, past, present and future, andall other forms of relief arising out of Employee’s employment with the Company, this Agreement andany other relationship between Employee and the Company up to and as of the date of termination;provided, however, that (i) nothing in the Release would release the Company from its obligationsto indemnify, defend and hold harmless Employee as an agent of the Company pursuant to theCompany’s Certificate of Incorporation and Bylaws, any indemnification agreement, any insurancepolicy pertaining to liability of officers and directors and applicable law; and (ii) nothing inthe Release would relieve the Company from its obligations under stock option or stock purchaseagreements between Employee and the Company; and               (b) Employee’s obligations pursuant to clause (a) above would be subject to the Company’srelease of Employee, his agents, heirs, executors, representatives and permitted assigns from allclaims and demands of every kind and nature, known and unknown, suspected and unsuspected,disclosed and undisclosed, and for any and all damages actual and consequential, past, present andfuture, and all other forms of relief arising out of Employee’s employment with the Company, thisAgreement and any other relationship between Employee and the Company up to and
-5-

 
as of the date of termination; provided, however, that nothing would releaseEmployee from his obligations pursuant to the Proprietary Rights Agreement.               If Employee signs and delivers the Release, but the Company does not sign and deliver the signedrelease including substantially the terms set forth in clause (b) above within fifteen (15) daysfollowing such delivery by Employee, the Release will be null and void and the applicable periodset forth in Section 8.2(b) and Section 8.4(b) will be extended as if a Release had been signed anddelivered by Employee.     9. Miscellaneous.          9.1 Arbitration. Employee and Company shall submit to mandatory and exclusive bindingarbitration of any controversy or claim arising out of, or relating to, this Agreement or anybreach hereof, provided, however, that the parties retain their right to, and shallnot be prohibited, limited or in any other way restricted from, seeking or obtaining equitablerelief from a court having jurisdiction over the parties. Such arbitration shall be governed bythe Federal Arbitration Act and conducted through the American Arbitration Association in the Stateof Utah, Utah County, before a single neutral arbitrator, in accordance with the National Rules forthe Resolution of Employment Disputes of the American Arbitration Association in effect at thattime. The parties may conduct only essential discovery prior to the hearing, as defined by the AAAarbitrator. The arbitrator shall issue a written decision which contains the essential findingsand conclusions on which the decision is based. The Employee shall bear only those costs ofarbitration he or she would otherwise bear had he or she brought a claim covered by this Agreementin court. Judgment upon the determination or award rendered by the arbitrator may be entered inany court having jurisdiction thereof. Except as specifically otherwise provided in thisAgreement, arbitration will be the sole and exclusive remedy of the parties for any dispute arisingout of this Agreement.          9.2 Severability. If any provision of this Agreement shall be found by any arbitratoror court of competent jurisdiction to be invalid or unenforceable, then the parties hereby waivesuch provision to the extent that it is found to be invalid or unenforceable and to the extent thatto do so would not deprive one of the parties of the substantial benefit of its bargain. Suchprovision shall, to the extent allowable by law and the preceding sentence, be modified by sucharbitrator or court so that it becomes enforceable and, as modified, shall be enforced as any otherprovision hereof, all the other provisions continuing in full force and effect.          9.3 No Waiver. The failure by either party at any time to require performance orcompliance by the other of any of its obligations or agreements shall in no way affect the right torequire such performance or compliance at any time thereafter. The waiver by either party of abreach of any provision hereof shall not be taken or held to be a waiver of any preceding orsucceeding breach of such provision or as a waiver of the provision itself. No waiver of any kindshall be effective or binding, unless it is in writing and is signed by the party against whom suchwaiver is sought to be enforced.          9.4 Assignment. This Agreement and all rights hereunder are personal to Employee andmay not be transferred or assigned by Employee at any time. The Company may assign its rights,together with its obligations hereunder, to any parent, subsidiary, affiliate or
-6-

 
successor, or in connection with any sale, transfer or other disposition of all orsubstantially all of its business and assets, provided, however, that any such assignee assumes theCompany’s obligations hereunder.          9.5 Withholding. All sums payable to Employee hereunder shall be reduced by allfederal, state, local and other withholding and similar taxes and payments required by applicablelaw.          9.6 Entire Agreement. This Agreement (and the exhibits hereto), the Employee’s equitycompensation agreements, the Proprietary Rights Agreement and the Change of Control Agreement byand between the Company and Employee constitute the entire and only agreement and understandingbetween the parties relating to employment of Employee with Company and such agreements supersedeand cancel any and all other previous contracts, arrangements or understandings with respect toEmployee’s employment.          9.7 Amendment. This Agreement may be amended, modified, superseded, cancelled,renewed or extended only by an agreement in writing executed by both parties hereto.          9.8 Notices. All notices and other communications required or permitted under thisAgreement shall be in writing and hand delivered, sent by registered first-class mail, postagepre-paid, or sent by nationally recognized express courier service. Such notices and othercommunications shall be effective upon receipt if hand delivered five (5) days after mailing ifsent by mail, and one (1) day after dispatch if sent by express courier, to the followingaddresses, or such other addresses as any party shall notify the other parties:   If to the Company: Omniture, Inc.  550 East Timpanogos Circle  Orem, UT 84097   Attention: Corporate Secretary   If to Employee: Joshua G. James  At the last residential address known to the Company          9.9 Binding Nature. This Agreement shall be binding upon, and inure to the benefitof, the successors and personal representatives of the respective parties hereto.          9.10 Headings. The headings contained in this Agreement are for reference purposesonly and shall in no way affect the meaning or interpretation of this Agreement. In thisAgreement, the singular includes the plural, the plural included the singular, the masculine genderincludes both male and female referents, and the word “or” is used in the inclusive sense.          9.11 Counterparts. This Agreement may be executed in two or more counterparts, eachof which shall be deemed to be an original but all of which, taken together, constitute one and thesame agreement.
-7-

 
          9.12 Governing Law. This Agreement and the rights and obligations of the partieshereto shall be construed in accordance with the laws of the State of Utah, without giving effectto the principles of conflict of laws.          9.13 Attorneys’ Fees. In the event of any claim, demand or suit arising out of orwith respect to this Agreement, the prevailing party shall be entitled to reasonable costs andattorneys’ fees, including any such costs and fees upon appeal.
-8-

 
     IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date firstabove written,     **OMNITURE, INC.** **JOSHUA G. JAMES**       By: /s/ Shawn J. Lindquist /s/ Joshua G. James            Name: Shawn J. Lindquist              Title: Chief Legal Officer and Senior Vice President    
 

 
**OMNITURE, INC.****AMENDMENT TO**