Sample Business Contracts

Incentive Stock Option Agreement - WebSideStory Inc. and Vice President, Enterprise Sales and Business Development

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To: *** *******


I am pleased to amend the vesting provisions of your Incentive Stock Option
agreements in accordance with this letter.

If you are terminated without cause at any time during the first year of your
continuous employment with the company, then a portion of the 150,000 stock
options that were to have vested on the anniversary date of your employment will
nonetheless vest in a proportionate amount equal to the number of days of your
continuous employment prior to the date of such termination divided by 365 days,
multiplied by 150,000 stock options.

In this letter "cause" means personal dishonesty, willful misconduct,
intentional failure to perform stated duties, breach of fiduciary duty involving
personal profit, willful violation of any law, rule, or regulation (other than
traffic violations or similar offenses) that has an adverse impact on the
reputation of the company, any material breach of your employment agreement or
of the company's policies or practices, your death, or a disability that cannot
be reasonably accommodated and that renders you unable to perform the essential
functions of your position.

     Very truly yours,


By:  John Hentrich, President and CEO