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

 
     B.      Company’s Obligation to Pay.               Each Restricted Stock Unit represents the right to receive a Share on the date it vests.Unless and until the Restricted Stock Units will have vested in the manner set forth in Section C,Participant will have no right to payment of any such Restricted Stock Units. Prior to actualpayment of any vested Restricted Stock Units, such Restricted Stock Unit will represent anunsecured obligation of the Company, payable (if at all) only from the general assets of theCompany. Any Restricted Stock Units that vest in accordance with Sections C or D will be paid toParticipant (or in the event of Participant’s death, to his or her estate) in whole Shares, subjectto Participant satisfying any applicable tax withholding obligations as set forth in Section G.Subject to the provisions of Section D, such vested Restricted Stock Units shall be paid in Sharesas soon as practicable after vesting, but in each such case within the period ending no later thanthe date that is two and one half (21/2) months from the end of the Company’s tax year that includesthe vesting date.     C.      Vesting Schedule.                Except as provided in Section D, and subject to Section E, the Restricted Stock Units awardedby this Award Agreement will vest in accordance with the vesting provisions set forth in the Noticeof Grant attached as Part I of this Award Agreement. Restricted Stock Units scheduled to vest on acertain date or upon the occurrence of a certain condition will not vest in Participant inaccordance with any of the provisions of this Award Agreement, unless Participant will have beencontinuously a Service Provider from the Date of Grant until the date such vesting occurs.     D.      Administrator Discretion.                The Administrator, in its discretion, may accelerate the vesting of the balance, or somelesser portion of the balance, of the unvested Restricted Stock Units at any time, subject to theterms of the Plan. If so accelerated, such Restricted Stock Units will be considered as havingvested as of the date specified by the Administrator.                Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vestingof the balance, or some lesser portion of the balance, of the Restricted Stock Units is acceleratedin connection with Participant’s termination as a Service Provider (provided that such terminationis a “separation from service” within the meaning of Section 409A, as determined by the Company),other than due to death**,**and if (x) Participant is a “specified employee” within the meaning ofSection 409A at the time of such termination as a Service Provider and (y) the payment of suchaccelerated Restricted Stock Units will result in the imposition of additional tax under Section409A if paid to Participant on or within the six (6) month period following Participant’stermination as a Service Provider, then the payment of such accelerated Restricted Stock Units willnot be made until the date six (6) months and one (1) day following the date of Participant’stermination as a Service Provider, unless the Participant dies following his or her termination asa Service Provider, in which case, the Restricted Stock Units will be paid in Shares to theParticipant’s estate as soon as practicable following his or her death. It is the intent of thisAward Agreement to comply with the requirements of Section 409A so that none of the RestrictedStock Units provided under this Award Agreement or Shares issuable thereunder will be subject tothe additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to socomply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, andany proposed, temporary or final Treasury Regulations and Internal Revenue Service guidancethereunder, as each may be amended from time to time.
 

 
     E.      Forfeiture upon Termination of Status as a Service Provider.                Notwithstanding any contrary provision of this Award Agreement, the balance of the RestrictedStock Units that have not vested as of the time of Participant’s termination as a Service Providerfor any or no reason and Participant’s right to acquire any Shares hereunder will immediatelyterminate.     F.      Death of Participant.                Any distribution or delivery to be made to Participant under this Award Agreement will, ifParticipant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiarysurvives Participant, the administrator or executor of Participant’s estate. Any such transfereemust furnish the Company with (a) written notice of his or her status as transferee, and (b)evidence satisfactory to the Company to establish the validity of the transfer and compliance withany laws or regulations pertaining to said transfer.     G.      Withholding of Taxes.                Notwithstanding any contrary provision of this Award Agreement, no certificate representingthe Shares will be issued to Participant, unless and until satisfactory arrangements (as determinedby the Administrator) will have been made by Participant with respect to the payment of income,employment and other taxes which the Company determines must be withheld with respect to suchShares. The Administrator, in its sole discretion and pursuant to such procedures as it mayspecify from time to time, may permit Participant to satisfy such tax withholding obligation, inwhole or in part (without limitation) by (a) paying cash, (b) electing to have the Company withholdotherwise deliverable cash or Shares having a Fair Market Value equal to the minimum amountrequired to be withheld, or (c) delivering to the Company already-owned Shares having a Fair MarketValue equal to the amount required to be withheld. To the extent determined appropriate by theCompany in its discretion, it shall have the right (but not the obligation) to satisfy any taxwithholding obligations by reducing the number of Shares otherwise deliverable to Participant. IfParticipant fails to make satisfactory arrangements for the payment of any required tax withholdingobligations hereunder at the time any applicable Restricted Stock Units otherwise are scheduled tovest pursuant to Sections C or D, Participant will permanently forfeit such Restricted Stock Unitsand any right to receive Shares thereunder and the Restricted Stock Units will be returned to theCompany at no cost to the Company.     H.      Entire Agreement; Governing Law.                The Plan is incorporated herein by reference. The Plan and this Award Agreement constitutethe entire agreement of the parties with respect to the subject matter hereof and supersede intheir entirety all prior undertakings and agreements of the Company and Participant with respect tothe subject matter hereof, and may not be modified adversely to Participant’s interest except bymeans of a writing signed by the Company and Participant. Notwithstanding anything to the contraryin the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreementas it deems necessary or advisable, in its sole discretion and without the consent of Participant,to comply with Section 409A or to otherwise avoid imposition of any additional tax or incomerecognition under Section 409A in connection to this Award of Restricted Stock Units. This AwardAgreement is governed by the internal substantive laws, but not the choice of law rules, of Utah.For purposes of litigating any dispute that arises directly or indirectly from the relationship ofthe parties evidenced by this grant or the Agreement, the parties hereby submit to and consent tothe exclusive jurisdiction of the State of Utah and agree that such litigation shall be conductedonly in the courts of Utah, Fourth District, or the federal courts for the United States for the10th Circuit, and no other courts, where this grant is made and/or to beperformed.
 

 
     I.      Rights as Stockholder.                Neither Participant nor any person claiming under or through Participant will have any of therights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunderunless and until certificates representing such Shares will have been issued, recorded on therecords of the Company or its transfer agents or registrars, and delivered to Participant. Aftersuch issuance, recordation and delivery, Participant will have all the rights of a stockholder ofthe Company with respect to voting such Shares and receipt of dividends and distributions on suchShares.     J.      NO GUARANTEE OF CONTINUED SERVICE.                PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TOTHE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THECOMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OFBEING HIRED, BEING GRANTED THIS AWARD OF RESTRICTED STOCK UNITS OR ACQUIRING SHARES HEREUNDER.PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONSCONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS ORIMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANYPERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THECOMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’SRELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.     K.      ***Data Privacy*****.**                ***Participant hereby explicitly and unambiguously consents to the collection, use and transfer,in electronic or other form, of Participant’s personal data as described in this Award Agreementand any other Award grant materials by and among, as applicable, the employer, the Company and itsParents, Subsidiaries and affiliates for the exclusive purpose of implementing, administering andmanaging Participant’s participation in the Plan.***                ***Participant understands that the Company and the employer may hold certain personalinformation about Participant, including, but not limited to, Participant’s name, home address andtelephone number, date of birth, social insurance number or other identification number, salary,nationality, job title, any shares of stock or directorships held in the Company, details of allAwards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvestedor outstanding in Participant’s favor, for the exclusive purpose of implementing, administering andmanaging the Plan (“Data”).***                ***Participant understands that Data will be transferred to E*TRADE FINANCIAL, or such otherstock plan service provider as may be selected by the Company in the future, which is assisting theCompany with the implementation, administration and management of the Plan. Participantunderstands that the recipients of the Data may be located in the United States or elsewhere, andthat the recipients’ country (e.g., the United States) may have different data privacy laws andprotections than Participant’s country. Participant understands that Participant may request alist with the names and addresses of any potential recipients of the Data by contactingParticipant’s local***
 

 
***human resources representative. Participant authorizes the Company, E*TRADE FINANCIAL and anyother possible recipients which may assist the Company (presently or in the future) withimplementing, administering and managing the Plan to receive, possess, use, retain and transfer theData, in electronic or other form, for the sole purpose of implementing, administering and managingParticipant’s participation in the Plan. Participant understands that Data will be held only aslong as is necessary to implement, administer and manage Participant’s participation in the Plan.Participant understands that Participant may, at any time, view Data, request additionalinformation about the storage and processing of Data, require any necessary amendments to Data orrefuse or withdraw the consents herein, in any case without cost, by contacting in writingParticipant’s local human resources representative. Participant understands, however, thatrefusing or withdrawing consent may affect Participant’s ability to participate in the Plan. Formore information on the consequences of Participant’s refusal to consent or withdrawal of consent,Participant understands that Participant may contact Participant’s local human resourcesrepresentative.***     L.      Address for Notices.                Any notice to be given to the Company under the terms of this Award Agreement will beaddressed to the Company at Ominture, Inc., 550 East Timpanagos Circle Building G, Orem, UT 84097,or at such other address as the Company may hereafter designate in writing.     M.      Grant is Not Transferable.                Except to the limited extent provided in Section F, this grant and the rights and privilegesconferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether byoperation of law or otherwise) and will not be subject to sale under execution, attachment orsimilar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose ofthis grant, or any right or privilege conferred hereby, or upon any attempted sale under anyexecution, attachment or similar process, this grant and the rights and privileges conferred herebyimmediately will become null and void.     N.      Binding Agreement.                Subject to the limitation on the transferability of this grant contained herein, this AwardAgreement will be binding upon and inure to the benefit of the heirs, legatees, legalrepresentatives, successors and assigns of the parties hereto.     O.      Additional Conditions to Issuance of Stock.                If at any time the Company will determine, in its discretion, that the listing, registrationor qualification of the Shares upon any securities exchange or under any state or federal law, orthe consent or approval of any governmental regulatory authority is necessary or desirable as acondition to the issuance of Shares to Participant (or his or her estate), such issuance will notoccur unless and until such listing, registration, qualification, consent or approval will havebeen effected or obtained free of any conditions not acceptable to the Company. Where the Companydetermines that the delivery of the payment of any Shares will violate federal securities laws orother applicable laws, the Company will defer delivery until the earliest date at which the Companyreasonably anticipates that the delivery of Shares will no longer cause such violation. TheCompany will make all reasonable efforts to meet the requirements of any such state or federal lawor securities exchange and to obtain any such consent or approval of any such governmentalauthority.
 

 
     P.      Administrator Authority.                The Administrator will have the power to interpret the Plan and this Award Agreement and toadopt such rules for the administration, interpretation and application of the Plan as areconsistent therewith and to interpret or revoke any such rules (including, but not limited to, thedetermination of whether or not any Restricted Stock Units have vested). All actions taken and allinterpretations and determinations made by the Administrator in good faith will be final andbinding upon Participant, the Company and all other interested persons. No member of theAdministrator will be personally liable for any action, determination or interpretation made ingood faith with respect to the Plan or this Award Agreement.     Q.      Electronic Delivery.                The Company may, in its sole discretion, decide to deliver any documents related to RestrictedStock Units awarded under the Plan or future Restricted Stock Units that may be awarded under thePlan by electronic means or request Participant’s consent to participate in the Plan by electronicmeans. Participant hereby consents to receive such documents by electronic delivery and, ifrequested, to agree to participate in the Plan through an on-line or electronic system establishedand maintained by the Company or a third party designated by the Company.     R.      Captions.                Captions provided herein are for convenience only and are not to serve as a basis forinterpretation or construction of this Award Agreement.     S.      Severability.                The provisions of this Award Agreement are severable and if any one or more provisions aredetermined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisionsshall nevertheless be binding and enforceable.     T.      Amendment, Suspension or Termination of the Plan.                By accepting this Award, Participant expressly warrants that he or she has received an Awardof Restricted Stock Units under the Plan, and has received, read and understood a description ofthe Plan. Participant understands that the Plan is discretionary in nature and may be amended,suspended or terminated by the Company at any time.     By Participant’s signature and the signature of the Company’s representative below,Participant and the Company agree that this Award of Restricted Stock Units is granted under andgoverned by the terms and conditions of the Plan and this Award Agreement. Participant hasreviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain theadvice of counsel prior to executing this Award Agreement and fully understands all provisions ofthe Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and finalall decisions or interpretations of the Administrator upon any questions relating to the Plan andAward Agreement. Participant further agrees to notify the Company upon any change in the residenceaddress indicated below.   PARTICIPANT: OMNITURE, INC.         Signature By      Print Name Title   Residence Address: