more of the total voting power represented by the Company’s then outstanding votingsecurities; or               (ii) The consummation of the sale or disposition by the Company of all or substantially all ofthe Company’s assets;               (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.          (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 in the case of Awards other than Incentive Stock Options, theAdministrator in its discretion may determine whether a permanent and total disability exists inaccordance with uniform and non-discriminatory standards adopted by the Administrator from time totime.          (n) “Employee” means any person, including Officers and Directors, employed by theCompany or any Parent or Subsidiary of the Company. Neither service as a
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Director nor payment of a director’s fee by the Company will be sufficient to constitute“employment” by the 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) “Incentive Stock Option” means an Option intended to qualify as an incentive stockoption within the meaning of Section 422 of the Code and the regulations promulgated thereunder.          (t) “Nonstatutory Stock Option” means an Option that by its terms does not qualify oris not intended to qualify as an Incentive Stock Option.          (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.          (x) “Parent” means a “parent corporation,” whether now or hereafter existing, asdefined in Section 424(e) of the Code.
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          (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 2006 Equity Incentive Plan.          (cc) “Registration Date” means the effective date of the first registration statementthat is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange Act,with respect to any class of the Company’s securities.          (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.
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     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 2,255,296Shares, *plus*(i) the number of Shares which have been reserved but not issued under the Company’s1999 Stock Plan (the “1999 Plan”) as of the Registration Date, up to a maximum of 287,581 Shares,(ii) any Shares returned to the 1999 Plan as a result of termination of options or repurchase ofShares issued under such plan, up to a maximum of 8,485,579 Shares, and (iii) an annual increase tobe added on the first day of the Company’s fiscal year beginning with the Company’s 2007 fiscalyear, equal to the lesser of (A) 60,000,000 Shares, or (B) five percent (5%) of the outstandingShares on the last day of the immediately preceding Company fiscal year. The Shares may beauthorized, 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. Notwithstanding the foregoing and, subject to adjustment asprovided in Section 13, the maximum number of Shares that may be issued upon the exercise ofIncentive Stock Options shall equal the aggregate Share number stated in Section 3(a), plus, to theextent allowable under Section 422 of the Code, any Shares that become available for issuance underthe Plan under this Section 3(b).          (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) Section 162(m). To the extent that the Administrator determines it to bedesirable to qualify Options granted hereunder as “performance-based compensation”
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within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committeeof two or more “outside directors” within the meaning of Section 162(m) of the Code.               (iii) 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.               (iv) 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;               (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;
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               (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               (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. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units,Stock Appreciation Rights and Performance Shares may be granted to Service Providers. IncentiveStock Options may be granted only to Employees.     6. Stock Options.          (a) Limitations. Each Option will be designated in the Award Agreement as either anIncentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation,to the extent that the aggregate Fair Market Value of the Shares with respect to which IncentiveStock Options are exercisable for the first time by the Participant during any calendar year (underall plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options will betreated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Optionswill be taken into account in the order in which they were granted. The Fair Market Value of theShares will be determined as of the time the Option with respect to such Shares is granted.          (b) Term of Option. The term of each Option will be stated in the Award Agreement.In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant orsuch shorter term as may be provided in the Award Agreement. Moreover, in the case of an IncentiveStock Option granted to a Participant who, at the time the Incentive Stock Option is granted, ownsstock representing more than ten percent (10%) of the total combined voting power of all classes ofstock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will befive (5) years from the date of grant or such shorter term as may be provided in the AwardAgreement.          (c) 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, subject to the following:                    (1) In the case of an Incentive Stock Option                         a) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stockrepresenting more than ten percent (10%) of the
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voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Shareexercise price will be no less than 110% of the Fair Market Value per Share on the date of grant.                         b) granted to any Employee other than an Employee described in paragraph (A) immediatelyabove, the per Share exercise price will be no less than 100% of the Fair Market Value per Share onthe date of grant.                         c) Notwithstanding the foregoing, Incentive Stock Options may be granted with a per Shareexercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuantto a transaction described in, and in a manner consistent with, Section 424(a) of the Code.                    (2) In the case of a Nonstatutory Stock Option, the per Share exercise price will be no lessthan 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. In the case of anIncentive Stock Option, the Administrator will determine the acceptable form of consideration atthe time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) otherShares, provided Shares acquired directly or indirectly from the Company, (A) have been owned bythe Participant and not subject to substantial risk of forfeiture for more than six months on thedate of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregateexercise price of the Shares as to which said Option will be exercised; (4) consideration receivedby the Company under a broker-assisted cashless exercise program; (5) any combination of theforegoing methods of payment; or (6) such other consideration and method of payment for theissuance of Shares to the extent permitted by Applicable Laws.          (d) 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 applicable withholding taxes). Full payment may consist of any consideration andmethod 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
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receive dividends or any other rights as a stockholder will exist with respect to the OptionedStock, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued)such Shares promptly after the Option is exercised. No adjustment will be made for a dividend orother right for which the record date is prior to the date the Shares are issued, except asprovided in Section 13 of the Plan.                    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
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or her entire Option, the Shares covered by the unvested portion of the Option willimmediately revert to the Plan. If the Option is not so exercised within the time specifiedherein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.     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
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Restricted Stock Units under the Plan, it shall advise the Participant in an Award Agreementof the terms, conditions, and restrictions related to the grant, including the number of RestrictedStock Units.          (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, subject to Section6(a) of the Plan, the Administrator, subject to the provisions of the Plan, shall have completediscretion to determine the terms and conditions of SARs granted under the Plan; provided, however,that no SAR may have a term of more than 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(d) also will apply to SARs.
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          (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:               (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. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days,unless reemployment upon expiration of such leave is guaranteed by statute or contract. Ifreemployment upon expiration of a leave of absence approved by the Company is not so guaranteed,then three (3) months following the 91st day of such leave any Incentive
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Stock Option held by the Participant will cease to be treated as an Incentive Stock Option andwill be treated for tax purposes as a Nonstatutory Stock Option.     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.     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.
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          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 or its Parent equal in fair market value to the per share consideration received byholders of Common 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 (a) paying cash, (b) electing to have theCompany withhold otherwise deliverable cash or Shares having a Fair Market Value equal to theminimum statutory amount required to be withheld, or (c) delivering to the Company already-ownedShares having a Fair Market Value equal to the minimum statutory amount required to be withheld.The Fair Market Value of the Shares to be withheld or delivered will be determined as of the datethat 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
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as is 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. Subject to Section 21 of the Plan, the Plan will become effectiveupon its adoption by the Board. It will continue in effect for a term of ten (10) years unlessterminated 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.          (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.     21. Stockholder Approval. The Plan will be subject to approval by the stockholders ofthe Company within twelve (12) months after the date the Plan is adopted. Such stockholderapproval will be obtained in the manner and to the degree required under Applicable Laws.
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**THE UK SUB-PLAN OF THE****OMNITURE, INC. 2006 EQUITY INCENTIVE PLAN**1. The purpose of the UK Sub-Plan (the “***Sub-Plan***”) of the Omniture, Inc. 2006 Equity IncentivePlan is to provide incentives for UK tax residents who are present and future employees ofOmniture, Inc. through the grant of options over Common Stock. 2. This Sub-Plan is governed by the Omniture, Inc. 2006 Equity Incentive Plan (the “***Plan***”) andall of the provisions of this Sub-Plan shall be identical to those of the Plan *SAVE THAT*(a)“Sub-Plan” shall be substituted for “Plan,” and (b) the following provisions shall be statedin this Sub-Plan in order to accommodate the specific requirements of UK law. 3. The Sub-Plan shall become effective on the date of its adoption by the Board. The Sub-Planshall terminate automatically on the date on which the Plan terminates in accordance withSection 17 of the Plan. The Sub-Plan may be terminated by the Board of Directors on anyearlier date. 4. References to Incentive Stock Options and Nonstatutory Stock Options in the Plan shall notapply to Options granted under the Sub-Plan. 5. Options granted under the Sub-Plan shall be known as UK Unapproved Options. 6. Section 5 – Eligibility of the Plan shall be substituted by the following:   “Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Shares andUK Unapproved Options may be granted only to Employees.”
 

 
**Omniture, Inc. 2006 Equity Incentive Plan – French Sub-Plan****Rules of the Omniture, Inc.****2006 Equity Incentive Plan for the****Grant of Options to Participants in France****1.****Introduction**     The Board of Directors (the “***Board***”) of Omniture, Inc. (the “***Company***”) has established theOmniture, Inc. 2006 Equity Incentive Plan (the “***U.S. Plan***”) for the benefit of certain eligibleindividuals, including employees of the Company and its Subsidiaries, including its Subsidiary(ies)in France (each a “French Subsidiary”), of which the Company holds directly or indirectly at least10% of the share capital.     Section 4 of the U.S. Plan authorizes the Board or any committee appointed by it to administerthe U.S. Plan (the “***Administrator***”) to do all things necessary or advisable in connection with theadministration of the U.S. Plan. Specifically, Section 4(b)(viii) of the U.S. Plan authorizes theAdministrator to establish sub-plans for the purpose of satisfying applicable foreign laws. TheAdministrator has determined that it is advisable to establish a sub-plan for the purpose ofpermitting options granted to employees of a French Subsidiary to qualify for favorable tax andsocial security treatment in France. The Administrator, therefore, intends with this document toestablish a sub-plan of the U.S. Plan for the purpose of granting options which qualify for thefavorable tax and social security treatment in France applicable to options granted under SectionsL. 225-177 to L. 225-186 of the French Commercial Code, as amended, to qualifying employees of aFrench Subsidiary who are residents in France for French tax purposes and/or subject to the Frenchsocial security regime (the “***French Participants***”).     The terms of the U.S. Plan applicable to options, as set out in **Appendix 1** hereto,shall, subject to the modifications in these Rules of the Omniture, Inc. 2006 Equity Incentive Planfor the Grant of Options to Participants in France (the “***French Plan***”), constitute the termsapplicable to the grant of French-qualified Options to French Participants.     Under the French Plan, qualifying French Participants selected at the Administrator’sdiscretion will be granted Options only as defined in Section 2 hereunder.
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**2.****Definitions**     Capitalized terms not otherwise defined herein shall have the same meanings as set forth inthe U.S. Plan. The terms set out below will have the following meaning:     **(a) **The term “***Closed Period***” shall mean a closed period as set forth in Section L.225-197-1 ofthe French Commercial Code, as amended, which is as follows: **(i)** ten (10) quotation days preceding and following the disclosure tothe public of the consolidated financial statements or the annual statements ofthe Company; or  **(ii)** any period during which the corporate management of the Company(*i.e.,*those involved in the governance of the Company, such as the Board, aCommittee, supervisory directorate, etc.) possess confidential information whichcould, if disclosed to the public, significantly impact the trading price of theCommon Stock, until ten (10) quotation days after the day such information isdisclosed to the public.              If, after adoption of the French Plan, the French Commercial Code is amended to modify thedefinition and/or applicability of the Closed Periods to French-qualified Options, such amendmentsshall become applicable to any French-qualified Options granted under this French Plan, to theextent permitted or required under French law.     **(b) **The term “***Disability***” shall mean disability as determined in categories 2 and 3 underSection L. 341-4 of the French Social Security Code, as amended, and subject to the fulfillment ofrelated conditions.     **(c) **The term “***Forced Retirement***” shall mean forced retirement as determined under Section L.122-14-13 of the French Labor Code, as amended, and subject to the fulfillment of relatedconditions.     **(d) **The term “***Grant Date***” shall be the date on which the Administrator both (i) designates theFrench Participants, and (ii) specifies the main terms and conditions of the French-qualifiedOptions, such as the number of Shares subject to the French-qualified Options.     **(e) **The term “***Option***” shall include both: **(i)** purchase stock options (rights to acquire Shares repurchased bythe Company prior to the date on which the Option becomes exercisable); and  **(ii)** subscription stock options (rights to subscribe for newly issuedShares).
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**3.****Eligibility**     **(a) **Subject to Section 3(c) below, any individual who, on the Grant Date of theFrench-qualified Option, and to the extent required under French law, is employed under the termsand conditions of an employment contract (“***contrat de travail***”) by a French Subsidiary or who is acorporate officer of a French Subsidiary (subject to Section 3(b) below) shall be eligible toreceive, at the discretion of the Administrator, French-qualified Options under this French Plan,provided he or she also satisfies the eligibility conditions of Section 5 of the U.S. Plan.     **(b) **French-qualified Options may not be issued to a corporate officer of a French Subsidiary,other than the managing corporate officers (*Président du Conseil d’Administration, DirecteurGénéral, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions*), unlessthe corporate officer is employed under the terms and conditions of an employment contract(“***contrat de travail***”) by a French Subsidiary, as defined by French law.     **(c) **French-qualified Options may not be issued under the French Plan to French Participantsowning more than ten percent (10%) of the Company’s share capital or to individuals other thanemployees and corporate executives of a French Subsidiary, as set forth in this Section 3.**4.****Non-Transferability**     Notwithstanding any provision in the U.S. Plan and except in the case of death,French-qualified Options may not be transferred to any third party. The French-qualified Optionsare exercisable only by the French Participant during his or her lifetime, subject to Sections 10(c) and 11 below.**5.****Disqualification of French-qualified Options**     In the event changes are made to the terms and conditions of the French-qualified Options dueto any requirements under Applicable Laws, or by decision of the Company’s stockholders, the Boardor the Administrator, the Options may no longer qualify as French-qualified Options. The Companydoes not undertake nor is it required to maintain the French-qualified status of the Options, andby accepting any Award under this French Plan, the French Participants understand, acknowledge andagree that it will be their responsibility to bear any additional taxes or social securitycontributions that may be payable as a result of the disqualification of the French-qualifiedOptions.     If the Options no longer qualify as French-qualified Options, the Administrator may, in itssole discretion, determine to lift, shorten or terminate certain restrictions applicable to thevesting or exercisability of the Options or the sale of the Shares underlying the Options whichhave been imposed under this French Plan or in the applicable Award Agreement delivered to theFrench Participant, in order to achieve the favorable tax and social security treatment applicableto French-qualified Options.
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**6.****Employment Rights**     The adoption of this French Plan shall not confer upon the French Participants, or anyemployees of the French Subsidiary, any employment rights and shall not be construed as a part ofany employment contracts that the French Subsidiary has with its employees.**7.****Amendments**     Subject to the terms of the U.S. Plan, the Administrator reserves the right to amend orterminate this French Plan at any time in accordance with applicable French law.**8.****Closed Period**          French-qualified Options may not be granted during a Closed Period so long as and to theextent such Closed Periods are applicable to Options granted by the Company.**9.****Conditions of French-qualified Options**     **(a) **The exercise price and number of underlying Shares shall not be modified after the GrantDate, except as provided in Section 12 of this French Plan, or as otherwise authorized by Frenchlaw. Any other modification permitted under the U.S. Plan may result in the Option no longerqualifying as a French-qualified Option.     **(b) **The French-qualified Options will vest and become exercisable pursuant to the terms andconditions set forth in the U.S. Plan, this French Plan and the applicable Award Agreementdelivered to each French Participant.     **(c) **The exercise price for French-qualified Options granted under this French Plan shall befixed by the Administrator on the Grant Date. In no event shall the exercise price be less thanthe greatest of the following: **(i)** with respect to purchase stock options: the higher of either 80%of the average of the quotation price of the Shares during the 20 trading daysimmediately preceding the Grant Date or 80% of the average of the purchase pricepaid for such Shares by the Company;  **(ii)** with respect to subscription stock options: 80% of the average ofthe quotation price of such Shares during the 20 trading days immediatelypreceding the Grant Date; and  **(iii)** the minimum exercise price permitted under the U.S. Plan.
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**10.****Exercise of French-qualified Options**     **(a) **At the time French-qualified Options are granted, the Administrator shall fix the periodwithin which the French-qualified Options vest and may be exercised and shall determine anyconditions that must be satisfied before the French-qualified Options may be exercised.Specifically, the Administrator may provide for a period measured from the Grant Date for thevesting or exercise of the French-qualified Options or for the sale of Shares acquired pursuant tothe exercise of French-qualified Options, designed to obtain the favorable tax and social securitytreatment pursuant to Section 163 bis C of the French Tax Code, as amended. Such period for thevesting or exercise of French-qualified Options or holding period before the sale of Shares shallbe set forth in the applicable Award Agreement or notice of grant. The holding period of theShares shall not exceed three years as from the effective exercise date of the French-qualifiedOptions or such other period as may be required to comply with French law.     **(b) **Upon exercise of French-qualified Options, the full exercise price and any requiredwithholding tax and/or social security contributions shall be paid by the French Participant as setforth in the applicable Award Agreement. Pursuant to a cashless exercise payment, the FrenchParticipant may give irrevocable direction to a stockbroker to properly deliver the exercise priceto the Company. No delivery, surrendering or attesting to the ownership of previously owned Shareshaving a Fair Market Value on the date of delivery equal to the aggregate exercise price of theShares may be used to pay the exercise price.     **(c) **In the event of the death of a French Participant, his or her French-qualified Optionsshall thereafter be immediately vested and exercisable in full under the conditions set forth bySection 11 of this French Plan.     **(d) **If a French Participant is terminated or ceases to be employed by the Company or a FrenchSubsidiary, his or her Options will be exercisable according to the provisions of the applicableAward Agreement.     **(e) **If a French Participant is terminated or ceases to be employed by the Company or a FrenchSubsidiary by reason of Disability (as defined in this French Plan), his or her French-qualifiedOptions may benefit from the favorable tax and social security treatment, even if the date of saleof the Shares subject to the French-qualified Options occurs prior to the expiration of the minimumholding period of the Shares, as provided for by Section 163 bis C of the French Tax Code, asamended.     **(f) **If a French Participant ceases to be employed by the Company or a French Subsidiary byreason of his or her Forced Retirement (as defined in this French Plan) or dismissal as defined bySection 91-ter of Exhibit II to the French Tax Code, as amended, and as construed by the French taxcirculars and subject to the fulfillment of related conditions, his or her French-qualified Optionsmay benefit from the favorable tax and social security treatment, irrespective of the date of saleof the Shares, provided the exercise of the French-qualified Options was authorized under theapplicable Award Agreement prior to the time of Forced Retirement or dismissal and theFrench-qualified Options are exercised at least three (3) months (or such other period as may berequired by French law) prior to the effective date of the Forced Retirement or at least three (3)months (or such other
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period as may be required by French law) prior to the receipt of the notice of dismissal bythe French Participant as defined by French law and as construed by French tax and social securityguidelines.     **(g) **Any Shares acquired upon exercise of the French-qualified Options prior to the expirationof the minimum holding period of the Shares, as provided by Section 163 bis C of the French TaxCode, as amended, shall be recorded in an account in the name of the French Participant and must beheld with the Company or a broker or in such manner as the Company may determine in order to ensurecompliance with Applicable Laws including any necessary holding periods applicable toFrench-qualified Options.     **(h) **To the extent applicable to French-qualified Options granted by the Company, a specificholding period for the Shares or a restriction on exercise of the French-qualified Options shall beimposed in the applicable Award Agreement for any French Participant who qualifies as a managingdirector under French law (“*mandataires sociaux*”), as defined in Section 3(b) above.**11.****Death**     In the event of the death of a French Participant while he or she is actively employed, allFrench-qualified Options shall become immediately vested and exercisable and may be exercised infull by the French Participant’s heirs for the six (6) month period following the date of theFrench Participant’s death (or such other period as may be required by French law). In the eventof the death of a French Participant after termination of active employment, the treatment of theFrench-qualified Options shall be as set forth in the applicable Award Agreement. AnyFrench-qualified Option that remains unexercised shall expire six (6) months (or such other periodas may be required by French law) following the date of the French Participant’s death. The six(6) month exercise period (or such other period as may be required by French law) will applywithout regard to the term of the French-qualified Option as described in Section 13 of this FrenchPlan. Any Shares acquired upon exercise of the French-qualified Options by the FrenchParticipant’s heirs after the French Participant’s death may benefit from the favorable tax andsocial security treatment, even if the date of sale of the Shares occurs prior to the expiration ofthe minimum holding period of the Shares as provided for by Section 163 bis C of the French TaxCode, as amended.**12.****Adjustments and Change in Control**     Adjustments of the French-qualified Options issued hereunder shall be made to preclude thedilution or enlargement of benefits under the French-qualified Options in the event of atransaction by the Company as listed under Section L. 225-181 of the French Commercial Code, asamended, and in case of a repurchase of Shares by the Company at a price higher than the stockquotation price in the open market, and according to the provisions of Section L. 228-99 of theFrench Commercial Code, as amended, as well as according to specific decrees. Nevertheless, theAdministrator, at its discretion, may determine to make adjustments in the case of a transactionfor which adjustments are not authorized under French law and as permitted under Section 14(a) ofthe U.S. Plan, in which case the Options may no longer qualify as French-qualified Options.
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     In the event of an adjustment upon a Change in Control as set forth in Section 13 (c) of theU.S. Plan, adjustments to the terms and conditions of the French-qualified Options or underlyingShares may be made only in accordance with the U.S. Plan and pursuant to applicable French legaland tax rules. Nevertheless, the Administrator, at its discretion, may determine to makeadjustments in the case of a transaction for which adjustments are not authorized under French law,in which case the Options may no longer qualify as French-qualified Options.     In the event of an acceleration of vesting and/or exercise due to a Change in Control, theFrench Participant could be prohibited from exercising the French-qualified Options or selling theShares acquired upon exercise of the French-qualified Option until the expiration of the compulsoryholding period specified for favorable tax and social security treatment pursuant to French law.Nevertheless, the holding period of the Shares, if imposed, shall not exceed three years as fromthe effective exercise date of the French-qualified Options.**13.****Term of French-qualified Options**     French-qualified Options granted pursuant to this French Plan will expire no later than nine(9) years and (6) six months after the Grant Date, unless otherwise specified in the applicableAward Agreement. The Option term will be extended only in the event of the death of a FrenchParticipant, but in no event will any French-qualified Option be exercisable beyond six (6) monthsfollowing the date of death of the French Participant.**14.****Interpretation**     It is intended that Options granted under this French Plan shall qualify for the favorable taxand social security treatment applicable to options granted under Sections L. 225-177 to L. 225-186of the French Commercial Code, as amended, and in accordance with the relevant provisions set forthby French tax law and the French tax administration, but no undertaking is made to maintain suchstatus. The terms of this French Plan shall be interpreted accordingly and in accordance with therelevant provisions set forth by French tax and social security laws and relevant guidelinespublished by the French tax and social security administrations and subject to the fulfillment oflegal, tax and reporting obligations, if applicable.     In the event of any conflict between the provisions of this French Plan and the U.S. Plan, theprovisions of this French Plan shall control for any grants of Options made thereunder to FrenchParticipants.**15.****Adoption**     The French Plan, in its entirety, was adopted by the Administrator on September 10, 2008.
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