RESTRICTED STOCK UNIT
AGREEMENT
(Performance Vested)
AGREEMENT
made as of the ___day of March, 2009 (the “Grant
Date”), by and between Art Technology Group, Inc., a Delaware
Corporation (the “Company”), and ___(“you”
or the “Grantee”).
WHEREAS,
the Board of Directors of the Company (the “Board”) and
the shareholders of the Company have approved the Company’s
Amended and Restated 1996 Stock Option Plan (the
“Plan”); and
WHEREAS,
the Compensation Committee of the Board (the
“Committee”) (which is authorized to administer the
Plan) has decided to grant you an award of restricted stock units
as described herein pursuant to the Plan (the “Restricted
Stock Units”); and
WHEREAS,
the Restricted Stock Units are to be evidenced by an Agreement in
such form and containing such terms and conditions, as the
Committee shall determine;
NOW,
THEREFORE, it is mutually agreed as follows:
1.
Grant. The Company hereby grants to you, on the terms and
conditions set forth herein, an aggregate of ___Restricted Stock
Units subject to, and in accordance with, the terms set forth in
this Agreement.
2.
Plan Controls. This Restricted Stock Unit award is and shall
be subject in every respect to the provisions of the
Company’s Amended and Restated 1996 Stock Option Plan, as
amended from time to time, which is incorporated herein by
reference and made a part hereof. The Grantee hereby accepts this
award subject to all the terms and provisions of the Plan and
agrees that (a) in the event of any conflict between the terms
hereof and those of the Plan, the latter shall prevail, and
(b) all decisions under and interpretations of the Plan by the
Board or the Committee shall be final, binding and conclusive upon
the Holder and his or her heirs and legal
representatives.
3.
Performance-Based Vesting . The Restricted Stock Units shall
be unvested as of the Grant Date, and shall be subject to
performance-based vesting as follows: if the Adjusted Operating
Profit of the Company for 2009 (the “2009 AOP”) meets
at least 50% of the ATG Adjusted Operating Profit Goal for 2009
defined below, (the “2009 AOP Threshold”), then the
Applicable Percentage, as defined below, of the shares subject to
this Restricted Stock Unit shall be deemed to have been earned,
subject to vesting as set forth below (the “Earned Restricted
Stock Units”). “Adjusted Operating Profit” means
ATG Adjusted Revenue less GAAP cost of sales and operating
expenses, but excluding stock based compensation expenses,
restructuring charges and non-cash income tax expenses/benefits, if
applicable. The Applicable Percentage shall mean a percentage
determined by reference to the amount, if any, by which the ATG
Adjusted Revenue (as defined at Exhibit A) for 2009 has
exceeded 80% of the ATG Adjusted Revenue Goal for 2009, as more
fully set forth under the heading “Payout Table” at
Exhibit A,
