**Exhibit 10.3****OMNITURE, INC.****JOHN R. PESTANA SEPARATION AGREEMENT**     *THIS SEPARATION AGREEMENT*(this “Agreement”) is made by and between Omniture, Inc. (the“Company”), and John R. Pestana (“Executive”).     *WHEREAS*, Executive is employed by the Company as its Executive Vice President, CustomerSuccess; and     *WHEREAS*, Executive is resigning from his position as Executive Vice President, CustomerSuccess effective November 15, 2007.     *NOW THEREFORE*, in consideration of the mutual promises made herein, the Company and Executive(collectively referred to as “the Parties”) hereby agree as follows:     1. Termination of Employment. Executive hereby resigns his employment effective uponNovember 15, 2007 (the “Termination Date”). Except as required by COBRA and similar laws,Executive shall not be eligible to participate in the Company’s employee and fringe benefit plansfollowing the Termination Date.     2. Transition Period. Executive agrees that, during the period commencing with thesigning of this Agreement by the Parties and ending on the Termination Date (the “TransitionPeriod”), he will use his best efforts on a full-time basis to fulfill his duties andresponsibilities as Executive Vice President, Customer Success. During the Transition Period,Executive’s duties shall include his regular duties as well as such assignments andresponsibilities as are reasonably assigned to him by the Company’s Board of Directors or ChiefExecutive Officer.     3. Severance/Retention Benefits.          (a) Scheduled Termination. Executive is electing to terminate his employment with theCompany voluntarily, and he acknowledges and agrees that this Agreement shall constitute notice ofsuch termination for purposes of that certain employment agreement by and between Executive and theCompany originally entered into as of April 21, 2004, and as amended and restated in its entiretyeffective June 7, 2006 (the “Employment Agreement”). Executive and the Company agree thatExecutive’s termination on the Termination Date (a “Scheduled Termination”) shall not constitute aConstructive Termination, a Termination without Cause or any other termination triggering severancebenefits under the terms of the Employment Agreement. Following such Scheduled Termination, andsubject to Executive executing a general release of all claims in the form attached hereto asExhibit A, and subject to Executive timely electing COBRA continuation coverage under theCompany’s group health, dental and/or vision plans, the Company shall reimburse Executive 100% ofthe cost of the COBRA premiums for Executive and his covered dependents for a period equal to thelesser of (i) 18 months following the Termination Date, or (ii)the date upon which Executive and his covered dependents become covered under substantiallysimilar plans of a successor employer.
 

 
          (b) Early Termination. If, however, Executive’s employment with the Companyterminates prior to the Termination Date, then, Executive’s severance benefits and obligations, ifany, shall be governed by the terms of the Employment Agreement. Executive further agrees that hisand the Company’s agreements hereunder and the Company’s reduction or restructuring of Executive’sauthority and duties during the Transition Period shall not constitute grounds for either aConstructive Termination or a Termination Without Cause under the Employment Agreement. Otherwise,the provisions of the Employment Agreement remain in full force and effect.     4. Costs. The Parties shall each bear their own costs, expert fees, attorneys’ feesand other fees incurred in connection with this Agreement.     5. At-Will Employment. Executive and the Company understand and acknowledge thatExecutive’s employment with the Company constitutes “at-will” employment. Subject to the Company’sobligation to provide severance benefits as specified herein, Executive and the Company acknowledgethat this employment relationship may be terminated at any time, upon written notice to the otherparty, with or without good cause or for any or no cause, at the option either of the Company orExecutive.     6. Arbitration. The Parties agree that any and all disputes arising out of the termsof this Agreement, their interpretation, and any of the matters herein released, including anypotential claims of harassment, discrimination or wrongful termination shall be subject to bindingarbitration, to the extent permitted by law, as specified in the Employment Agreement.     7. No Representations. Executive represents that he has had the opportunity toconsult with an attorney, and has carefully read and understands the scope and effect of theprovisions of this Agreement. Neither party has relied upon any representations or statements madeby the other party hereto which are not specifically set forth in this Agreement.     8. Severability. In the event that any provision hereof becomes or is declared by acourt of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continuein full force and effect without said provision.     9. Entire Agreement. This Agreement, along with the Employment Agreement (as amendedhereby), the Proprietary Rights Agreement (as defined in the Employment Agreement), the Executive’sequity compensation agreements and the Change of Control Agreement by and between Executive and theCompany represent the entire agreement and understanding between the Company and Executiveconcerning Executive’s transition and termination arrangements with the Company.     10. No Oral Modification. This Agreement may only be amended in writing signed byExecutive and the Chief Executive Officer of the Company.     11. Governing Law. This Agreement shall be governed by the internal substantive laws,but not the choice of law rules, of the State of Utah.     12. Effective Date. This Agreement is effective immediately after it has been signedby both Parties.
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     13. Counterparts. This Agreement may be executed in counterparts, and eachcounterpart shall have the same force and effect as an original and shall constitute an effective,binding agreement on the part of each of the undersigned.     14. Voluntary Execution of Agreement. This Agreement is executed voluntarily andwithout any duress or undue influence on the part or behalf of the Parties, with the full intent ofreleasing all claims. The Parties acknowledge that:          (a) They have read this Agreement;          (b) They have been represented in the preparation, negotiation, and execution of thisAgreement by legal counsel of their own choice or that they have voluntarily declined to seek suchcounsel;          (c) They understand the terms and consequences of this Agreement and of the releases itcontains;          (d) They are fully aware of the legal and binding effect of this Agreement.     *IN WITNESS WHEREOF*, the Parties have executed this Agreement on the respective dates set forthbelow.        Dated: March 28, 2007 /s/ Joshua G. James   Joshua G. James   Chief Executive OfficerOmniture, Inc.      Dated: March 28, 2007 /s/ John R. Pestana   John R. Pestana, an individual     
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     **EXHIBIT A****OMNITURE, INC./JOHN R. PESTANA****RELEASE OF CLAIMS**     *THIS RELEASE OF CLAIMS*(this “Agreement”) is made by and between Omniture, Inc. (the“Company”), and John R. Pestana (“Employee”).     *WHEREAS*, Employee has agreed to enter into a release of claims in favor of the Company uponcertain events specified in the separation agreement by and between Company and Employee (the“Separation Agreement”).     *NOW THEREFORE*, in consideration of the mutual promises made herein, the Parties hereby agreeas follows:     1. Termination. Employee’s employment from the Company was terminated effective onNovember 15, 2007.     2. Confidential Information. Employee shall continue to maintain the confidentialityof all confidential and proprietary information of the Company and shall continue to comply withthe terms and conditions of the Employee Invention Assignment and Confidentiality Agreementpreviously entered into by Employee with the Company (the “Proprietary Rights Agreement”).Employee shall return all the Company property and confidential and proprietary information in hispossession to the Company on the Effective Date of this Agreement.     3. Payment of Salary. Employee acknowledges and represents that the Company has paidall salary, wages, bonuses, accrued vacation, commissions and any and all other benefits due toEmployee.     4. Release of Claims. Employee agrees that the foregoing consideration representssettlement in full of all outstanding obligations owed to Employee by the Company. Employee, onbehalf of himself, and his respective heirs, family members, executors and assigns, hereby fullyand forever releases the Company and its past, present and future officers, agents, directors,employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents,predecessor and successor corporations, and assigns, from, and agrees not to sue or otherwiseinstitute or cause to be instituted any legal or administrative proceedings concerning any claim,duty, obligation or cause of action relating to any matters of any kind, whether presently known orunknown, suspected or unsuspected, that he may possess arising from any omissions, acts or factsthat have occurred up until and including the Effective Date of this Agreement including, withoutlimitation,          (a) any and all claims relating to or arising from Employee’s employment relationship with theCompany and the termination of that relationship;
 

 
          (b) any and all claims relating to, or arising from, Employee’s right to purchase, or actualpurchase of shares of stock of the Company, including, without limitation, any claims for fraud,misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law,and securities fraud under any state or federal law;          (c) any and all claims for wrongful discharge of employment; termination in violation ofpublic policy; discrimination; breach of contract, both express and implied; breach of a covenantof good faith and fair dealing, both express and implied; promissory estoppel; negligent orintentional infliction of emotional distress; negligent or intentional misrepresentation; negligentor intentional interference with contract or prospective economic advantage; unfair businesspractices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion ofprivacy; false imprisonment; and conversion;          (d) any and all claims for violation of any federal, state or municipal statute, including,but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, theAge Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the FairLabor Standards Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment andRetraining Notification Act and all amendments to each such Act as well as the regulations issuedthereunder;          (e) any and all claims for violation of the federal, or any state, constitution;          (f) any and all claims arising out of any other laws and regulations relating to employment oremployment discrimination; and          (g) any and all claims for attorneys’ fees and costs.Employee agrees that the release set forth in this section shall be and remain in effect in allrespects as a complete general release as to the matters released.     5. Solicitation of Employees. I agree that for a period of 18 months immediatelyfollowing the termination of my relationship with The Company for any or no reason, I shall not,directly or indirectly, (a) solicit, induce, recruit or encourage any of the Company’s employees toleave their employment or (b) attempt to solicit, induce, recruit or encourage, either for myselfor for any other person or entity, any of the Company’s employees to leave their employment.During such 18-month period, I also will not solicit the services of any former employee of theCompany whose service with the Company has ended within the prior 3 months.     6. Non-Competition Covenants.          (a) Omniture’s Business; Access to Confidential Information and Trade Secrets**.**TheCompany is in the business of web analytics and on-line marketing services. Employee recognizesthat the Company’s business employs a unique and specialized method of marketing, selling, hosting,delivery, and distributing such products and services. Employee recognizes and
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acknowledges thathe has, from time to time, come into possession of or had access to information which the Companydeemed confidential information to its business operations and interests.          (b) Covenant Against Competition. Employee agrees and covenants that he will not, for18 months following the Effective Date, do or undertake, directly or indirectly, any of thefollowing activities:               (i) accept employment, as an agent, representative, consultant, member, partner or in anyother capacity, with any Competitive Business in the Restricted Area;               (i) operate, manage, or conduct a Competitive Business, either alone or in conjunction withany person or entity, whether as an owner, part-owner, affiliate, partner, agent, consultant, jointventurer, officer, director or in any other capacity in the Restricted Area;               (ii) divert or otherwise take away, or interfere with any Customer of the Company so as tohave a detrimental effect on the Company’s business with that Customer. The term “Customer” shallmean any company or business entity to which the Company sells or licenses products or services, orwith whom Employee had contact, or for whom Employee performed services during his employment withthe Company.          (c) Competitive Business. The term “Competitive Business” refers to any activitiesthat are competitive to the Company, including, but not limited to, any business or entity thatmarkets, sells, hosts, delivers, or distributes web analytics products or other online businessoptimization software or services in the Restricted Area. Notwithstanding the foregoingrestrictions, Employee is permitted to work for a data hosting or storage provider whose primarybusiness is the hosting of third party products or services; provided that such hosting or datastorage provider does not create, develop, or market web analytics products or other onlinebusiness optimization software or services (*for example*, Employee may work for a data centerprovider).          (d) Restricted Area. The Restricted Area as used in this Agreement shall mean anystate, county, city or other recognized geographic area within the United States, any territory ofthe United States or any foreign country in which the Company is conducting or has conductedbusiness at any time prior to Employee’s separation from employment with the Company.          (e) Reasonableness of Restrictions. Employee represents and warrants to the Companythat he has carefully read and considered the provisions of this Section 6, and agrees that therestrictions set forth, including without limitation the time period and geographical restrictions,are reasonable and restrict Employee’s right to compete only to the extent necessary to protect thevalid and legitimatebusiness interests of the Company. Employee further represents and warrants to the Companythat he understands the legal and other consequences of entering into the covenants and agreementscontained in this Section 6. If any restriction, including but not limited to any time orgeographical restriction, contained in this Section 6 is deemed to be unenforceable by a court ofcompetent jurisdiction, then Employee and the Company agree that such a court may modify andenforce such restrictions to the extent it believes to be reasonable under the circumstancesexisting at that time.
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          (f) Injunction. In the event of a breach or threatened breach by Employee of theprovisions of Section 6(b) above, the Company shall be entitled to an injunction restrainingEmployee from engaging in competitive activities prohibited by such paragraph. The parties heretoagree that a violation of such provisions will cause immediate and irreparable damage to theCompany. Nothing contained herein shall prohibit the Company from also pursuing any other remediesavailable at law, and no action by the Company in pursuing any other remedies shall constitute anelection to forego other remedies.     7. No Pending or Future Lawsuits. Employee represents that he has no lawsuits,claims, or actions pending in his name, or on behalf of any other person or entity, against theCompany or any other person or entity referred to herein. Employee also represents that he doesnot intend to bring any claims on his own behalf or on behalf of any other person or entity againstthe Company or any other person or entity referred to herein.     8. Application for Employment. Employee understands and agrees that, as a conditionof this Agreement, he shall not be entitled to any employment with the Company, its subsidiaries,or any successor, and he hereby waives any right, or alleged right, of employment or re-employmentwith the Company.     9. No Cooperation. Employee agrees that he will not counsel or assist any attorneysor their clients in the presentation or prosecution of any disputes, differences, grievances,claims, charges, or complaints by any third party against the Company and/or any officer, director,employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena orother court order to do so.     10. No Admission of Liability. Employee understands and acknowledges that thisAgreement constitutes a compromise and settlement of disputed claims. No action taken by theCompany, either previously or in connection with this Agreement shall be deemed or construed to be(a) an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgment oradmission by the Company of any fault or liability whatsoever to the Employee or to any thirdparty.     11. Costs. The Parties shall each bear their own costs, expert fees, attorneys’ feesand other fees incurred in connection with this Agreement.     12. Arbitration. The Parties agree that any and all disputes arising out of the termsof this Agreement, their interpretation, and any of the matters herein released, including anypotential claims ofharassment, discrimination or wrongful termination shall be subject to binding arbitration, tothe extent permitted by law, as specified in the Separation Agreement.     13. Authority. Employee represents and warrants that he has the capacity to act onhis own behalf and on behalf of all who might claim through him to bind them to the terms andconditions of this Agreement.
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     14. No Representations. Employee represents that he has had the opportunity toconsult with an attorney, and has carefully read and understands the scope and effect of theprovisions of this Agreement. Neither party has relied upon any representations or statements madeby the other party hereto which are not specifically set forth in this Agreement.     15. Severability. In the event that any provision hereof becomes or is declared by acourt of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continuein full force and effect without said provision.     16. Entire Agreement. This Agreement, along with the Separation Agreement, theProprietary Rights Agreement and Employee’s written equity compensation agreements with theCompany, represents the entire agreement and understanding between the Company and Employeeconcerning Employee’s separation from the Company.     17. No Oral Modification. This Agreement may only be amended in writing signed byEmployee and the Chief Executive Officer of the Company.     18. Governing Law. This Agreement shall be governed by the internal substantive laws,but not the choice of law rules, of the State of Utah.     19. Effective Date. This Agreement is effective immediately after it has been signedby both Parties.     20. Counterparts. This Agreement may be executed in counterparts, and eachcounterpart shall have the same force and effect as an original and shall constitute an effective,binding agreement on the part of each of the undersigned.     21. Voluntary Execution of Agreement. This Agreement is executed voluntarily andwithout any duress or undue influence on the part or behalf of the Parties hereto, with the fullintent of releasing all claims. The Parties acknowledge that:          (a) They have read this Agreement;          (b) They have been represented in the preparation, negotiation, and execution of thisAgreement by legal counsel of their own choice or that they have voluntarily declined to seek suchcounsel;          (c) They understand the terms and consequences of this Agreement and of the releases itcontains;          (d) They are fully aware of the legal and binding effect of this Agreement.
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     *IN WITNESS WHEREOF*, the Parties have executed this Agreement on the respective dates set forthbelow.   Dated: March ___, 2007       Joshua G. James  Chief Executive Officer  Omniture, Inc.   Dated: March ___, 2007       John R. Pestana, an individual
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