CHANGE IN CONTROL AGREEMENT DATED APRIL 14, 2008

Exhibit 10.4

CHANGE IN CONTROL AGREEMENT

     This agreement by and between Art Technology Group, Inc., a Delaware corporation (the “Company”) and [insert name] (the “Executive”) is made as of April 14, 2008 (the “Effective Date”).

     WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders;

     WHEREAS, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Company’s key personnel without distraction from the possibility of a change in control of the Company and related events and circumstances; and

     WHEREAS, the Executive remains employed by the Company on the first date on which a Change in Control occurs.

     NOW THEREFORE, in consideration of the Executive remaining in the Company’s employ and other good consideration, the receipt and sufficiency of which is acknowledged by both parties, the Company and the Executive agree as follows:

     1. Key Definitions.

As used herein, the following terms shall have the following respective meanings:

     “Accrued Obligations” means, with respect to an Executive, the sum of (a) such Executive’s base salary earned through the date of termination of such Executive’s employment by the Company, (b) the amount of any bonus that relates to a period completed prior to such termination date and that was fully earned by such Executive as of such termination date and (c) the amount of any compensation previously earned but deferred by such Executive (together with any accrued interest or earnings thereon) and any accrued but unused vacation pay, in each case to the extent not previously paid.

     “Cause” means:

	a)		an Executive’s willful and continued failure to substantially perform his or her reasonable assigned duties as an employee of the Company (other than any such failures resulting from incapacity due to physical or mental illness); or
	b)		an Executive’s willful engagement in illegal conduct or gross misconduct that is materially injurious to the Company. For purposes of this definition, no act or

failure to act by an Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that such Executive’s action or omission was in the best interests of the Company.

     “Change in Control” means an event or occurrence set forth in any one or more of subsections (a) through (d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically exempted from another such subsection):

a)

the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 promulgated under such Act) fifty percent (50%) or more of either (1) the then-outstanding shares of Common Stock (the “Outstanding Common Stock”) or (ii) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change in Control:

	(i)		any acquisition directly from the Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security exercisable for, convertible into or exchangeable for Common Stock or voting securities of the Company, unless the Person exercising, converting or exchanging such security acquired such security directly from the Company or an underwriter or agent of the Company),
	(ii)		any acquisition by the Company,
	(iii)		any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or
	(iv)		any acquisition by any corporation pursuant to a transaction that complies with clauses (i) and (ii) of subsection (c) below;

b)

the occurrence of a change in the composition of the Board such that the Continuing Directors do not constitute a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board:

	(i)		who was a member of the Board on the effective date of this Agreement or
	(ii)		who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided,

however, that there shall be excluded from this clause (ii) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board;

c)

the consummation of a merger, consolidation, reorganization, recapitalization or statutory share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company in one or a series of transactions (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied:

	(i)		all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include a corporation that as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and Outstanding Voting Securities, respectively, and
	(ii)		no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, thirty percent (30%) or more of the then outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

d)

approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

     “Change in Control Date” means the first date on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if (a) a Change in Control occurs, (b) an Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and (c) it is reasonably demonstrated by such Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement the “Change in

Control Date” shall mean, with respect to such Executive, the day immediately preceding such termination date.

     “Common Stock” means the common stock, $0.01 par value per share, of the Company.

     “General Release” means a release of any and all claims against the Company and related persons and entities in a form identical to or substantially the same as the release attached as Appendix A hereto, provided, however, that the Company reserves the right to change any provision concerning the notice and revocation to conform to legal requirements.

     “Good Reason” means the occurrence, without the Executive’s written consent, of any of the following: (a) a material reduction in the Executive’s base salary or target bonus, (b) the relocation of the Executive’s principal place of work to a location more than fifty (50) miles from the location immediately prior to the Change in Control or (c) a material dimunition in the Executive’s responsibilities. The Executi