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Exhibit
10.3
MOTIVE,
INC.
STOCK OPTION TERMINATION
AGREEMENT
This Stock Option Termination
Agreement is made and entered into as of June 16, 2008, by and
between Motive, Inc., a Delaware corporation (the “
Company ”), and Alfred Mockett, the Company’s
Chairman and Chief Executive Officer (“ Optionee
”).
WHEREAS, the Company and
Optionee are parties to that certain Non-Qualified Stock Option
Agreement (the “ Agreement ”) dated
February 20, 2006, under which Optionee was granted the option
(the “ Option ”) to purchase up to 750,000
common shares of Company common stock at a strike price of $3.40
per share; and
WHEREAS, Optionee desires not
to exercise the Option because the strike price thereof is greater
than the tender offer price contemplated in the Merger Agreement
referred to below, and thus Optionee and the Company desire to
terminate the Agreement and to extinguish all of their respective
rights and obligations thereunder, effective upon consummation of
the tender offer (the “Tender Offer” )
contemplated by that certain Agreement and Plan of Merger dated as
of June 16, 2008 (the “ Merger Agreement ”), by
and among
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