Exhibit 10.1
September 3, 2008
Marcus A. Bragg
c/o RightNow Technologies, Inc.
1800 Gateway Drive, Suite 160
San Mateo, CA 94404
Dear Marcus,
I am pleased to offer you a full-time position
with RightNow Technologies (“RightNow”) as Vice
President and General Manager Americas located in San Mateo,
California, effective August 29, 2008. If you accept
this offer, you will report to Susan Carstensen, Chief Operating
Officer. This letter replaces any previous offer letter from
the Company.
Your on Target Earnings (OTE) will be $400,000,
comprising a base of $225,000 per year with an on-target bonus
potential of $175,000 per annum. In addition, you will
receive options to purchase 50,000 shares of RightNow common stock,
which will vest over four years and be governed by the terms of the
applicable stock option agreement.
Your position will meet the requirements of SEC
Rule 16a-1, and accordingly you will be designated as an
officer of RightNow Technologies, Inc. (the
“Company”) for the purpose of Section 16 of the
Securities and Exchange Act of 1934 (“Executive
Officer”). As an Executive Officer, there will be
additional SEC reporting requirements that pertain to your
employment and remuneration. You are herewith provided with a
copy of the Company’s s16 Manual, which you should carefully
review.
In addition, the Company has adopted a policy of
indemnifying its Executive Officers and directors for certain types
of liabilities. In this regard, I enclose a copy of our
standard indemnification agreement for your review and
signature.
Termination of Employment:
You will receive the
following benefits if your employment with the Company (or any
successor company or affiliated entity with which you are then
employed) is terminated by the Company or such other employer
without Cause:
(i)
acceleration of 12.5% of your then
unvested stock options in connection with the attendant stock
option award, and stock option awards made after the date of this
letter, and subject to the terms and conditions of each such stock
option agreement that is executed by you and the Company;
and
(ii)
6 months salary continuation at your
then current on target earnings (OTE) as determined by the
Company’s Compensation Committee from time to
time.
Termination of Employment following a Change of
Control: In lieu
of the benefits referred to above, you will receive the following
benefits if (a) your employment with the Company (or any
successor company or affiliated entity with which you are then
employed) is terminated by the
