**Exhibit 10.2****OMNITURE, INC.****2006 EQUITY INCENTIVE PLAN****NOTICE OF GRANT OF STOCK APPRECIATION RIGHT**     Unless otherwise defined herein, the terms defined in the Omniture, Inc. 2006 Equity IncentivePlan (the “***Plan***”) shall have the same defined meanings in this Notice of Grant.     You have been granted a Stock Appreciation Right subject to the terms and conditions of thePlan and the attached Stock Appreciation Right Agreement, as follows:         Grant Number                                             Date of Grant                                             Exercise Price per Share $                                           Total Number of Shares Granted                                             Expiration Date:  Ten (10) years from the Date of Grant     Vesting Schedule:     This Stock Appreciation Right shall vest, in whole or in part, in accordance with thefollowing schedule:          **[*****VESTING SCHEDULE*****]**     Termination Period:     This Stock Appreciation Right, to the extent vested, may be exercised for three months afterthe date upon which you cease to be a Service Provider (extended to twelve months if suchtermination is because of your death or Disability) but in no event later than the Expiration Dateas set forth above. To the extent not vested at the date upon which you cease to be a ServiceProvider, the Stock Appreciation Right shall terminate.     The Stock Appreciation Right evidenced by this Notice of Grant is part of and subject in allrespects to the terms and conditions of the attached Stock Appreciation Right Agreement, the termsof which are hereby incorporated herein by reference as if set forth herein in full, and the Plan(a copy of which has been made available to you by the Company).
 

 
**OMNITURE, INC.****2006 EQUITY INCENTIVE PLAN****STOCK APPRECIATION RIGHT AGREEMENT**     1. Grant of Stock Appreciation Right. The Administrator hereby grants to theParticipant (the “***Participant***”) named in the Notice of Grant attached to (and part of) this StockAppreciation Right Agreement, a Stock Appreciation Right (the “***Stock Appreciation Right***”) topurchase the number of Shares as set forth in the Notice of Grant, at the exercise price per shareset forth in the Notice of Grant (the “***Exercise Price***”), subject to the terms and conditions of theOmniture, Inc. 2006 Equity Incentive Plan (the “***Plan***”) which is incorporated herein by reference(the Plan and the Notice of Grant together with this Stock Appreciation Right Agreement are hereinreferred to as the “***Agreement***” or the “***Stock Appreciation Right Agreement***”). Subject to Section19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and theterms and conditions of this Stock Appreciation Right Agreement, the terms and conditions of thePlan shall prevail. Unless otherwise defined herein, the terms defined in the Plan shall have thesame defined meanings in this Stock Appreciation Right Agreement.     2. Exercise of Stock Appreciation Right. This Stock Appreciation Right is exercisableby delivery of an exercise notice, in the form attached as **Exhibit A** (the “***ExerciseNotice***”), which shall state the election to exercise the Stock Appreciation Right and the number ofShares in respect of which the Stock Appreciation Right is being exercised (the “***ExercisedShares***”). The Exercise Notice shall be signed by the Participant and shall be delivered in person,by certified mail or electronically to the Stock Plan Administrator of the Company. This StockAppreciation Right shall be deemed to be exercised upon receipt by the Company of such fullyexecuted Exercise Notice.          Upon exercising the Stock Appreciation Right, the Participant shall receive from the Company,for each Share exercised, an amount equal to (a) the Fair Market Value of the Common Stock as ofthe date of such exercise, minus (b) the Exercise Price set forth in the Notice of Grant.          The Company’s obligation arising upon the exercise of this Stock Appreciation Right shall bepaid 100% in stock, net of any amounts required to satisfy the Company’s withholding obligations.Stock withheld to satisfy withholding obligations shall also be valued at its Fair Market Value onthe date of exercise. Any fractional share due to a Participant upon exercise shall be roundeddown to the nearest whole share.     3. Non-Transferability of Stock Appreciation Right. This Stock Appreciation Right maynot be transferred in any manner otherwise than by will or by the laws of descent or distributionand may be exercised during the lifetime of Participant only by the Participant. The terms of thePlan and this Stock Appreciation Right Agreement shall be binding upon the executors,administrators, heirs, successors and assigns of the Participant.
 

 
     4. Term of Stock Appreciation Right. This Stock Appreciation Right may be exercised onlywithin 10 years from the Date of Grant set forth in the Notice of Grant. The Stock AppreciationRight may be exercised during such term only in accordance with the Plan and the terms of thisStock Appreciation Right Agreement.     5. Tax Consequences. Some of the federal tax consequences relating to this StockAppreciation Right, as of the date of this Stock Appreciation Right, are set forth below. THISSUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THEPARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS STOCK APPRECIATION RIGHT.          The Participant will be treated as having received compensation income (taxable at ordinaryincome tax rates) equal to the amount of stock received upon exercising the Stock AppreciationRight. If the Participant is an Employee or a former Employee, the Company will be required towithhold from amounts otherwise payable hereunder to Participant and pay to the applicable taxingauthorities an amount in cash equal to a percentage of this compensation income.     6. No Effect on Employment. Participants who are employees are employed by theCompany on an at-will basis only. Accordingly, nothing in this Agreement or the Plan shall conferupon an Employee any right to continue to be employed by the Company or shall interfere with orrestrict in any way the rights of the Company, which are hereby expressly reserved, to terminatethe employment of the Employee at any time for any reason whatsoever, with or without good cause.     7. No Rights of Stockholder. Until Shares are issued in respect of the exercise ofthis SAR in accordance with Plan Section 9(f), the Participant shall not have any of the rights orprivileges of a stockholder of the Company in respect of any of the Shares covered by this SAR.     8. Entire Agreement; Governing Law. The Plan is incorporated herein by reference.The Plan, this Stock Appreciation Right Agreement and the Notice of Grant constitute the entireAgreement of the parties with respect to the subject matter hereof and supersede in their entiretyall prior undertakings and agreements of the Company and Participant with respect to the subjectmatter hereof, and may not be modified adversely to the Participant’s interest except by means of awriting signed by the Company and Participant. This Agreement is governed by Delaware law exceptfor that body of law pertaining to conflict of laws.
-3-

 
     By your signature below, you represent and warrant that you are familiar with the terms andprovisions of the Plan, and hereby accept and agree to be bound by the Stock Appreciation RightAgreement and the attached Notice of Grant subject to all the terms and provisions hereof andthereof, as well as the Plan. You further represent and warrant that you have reviewed the StockAppreciation Right Agreement and the Plan in their entirety, and have had an opportunity to obtainthe advice of counsel prior to executing the Stock Appreciation Right Agreement by signing below,and fully understand all provisions of the Plan and the Stock Appreciation Right Agreement.Participant also hereby agrees to accept as binding, conclusive and final all decisions orinterpretations of the Administrator upon any questions arising under the Plan or the StockAppreciation Right Agreement. Participant further agrees to notify the Company upon any change inthe residence address indicated below (and any subsequent change).     **PARTICIPANT:**   **OMNITURE, INC.**          Signature   By:    Title:      Print Name     Residence Address:                     
-4-

 
**EXHIBIT A****OMNITURE, INC.****2006 EQUITY INCENTIVE PLAN****STOCK APPRECIATION RIGHT AGREEMENT****EXERCISE NOTICE**Omniture, Inc.