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Exhibit
10.4
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 each of the undersigned individuals
(individually, an “ Optionee, ” and
collectively, the “Optionees” ).
WHEREAS, each Optionee is the
holder of the non-qualified stock options to purchase shares of the
Company’s common stock set forth opposite his or her name on
Annex A hereto (collectively, the “Options” ),
such Options having (i) the strike price(s), (ii) the
grant date(s), and (iii) been granted under the Company Option
Plans (as defined in the Merger Agreement identified below), all as
also set forth on Annex A hereto; and
WHEREAS, each Optionee
desires not to exercise the Options held thereby because the strike
price thereof is greater than the tender offer price contemplated
in the Merger Agreement referred to below, and thus each Optionee
desires to terminate and extinguish the Options held thereby, and
all of his or her respective rights and obligations in respect
thereof, 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 Lucent Technologies
Inc. (“ Parent ”), Magic Acquisition Subsidiary
Inc. (“ Merger Sub ”) and the
Company;
NOW, THEREFORE, each Optionee
does hereby terminate, waive and relinquish any and all rights he
or she may have with respect to the Options held thereby, including
any rights arising under the applicable stock option plan, any
agreement, document or communication evidencing such Options, or
otherwise, and does hereby release and discharge the Company and
its successors and assigns from any and all claims in respect
thereof, conditioned
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