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EXHIBIT 10.35
We are pleased to amend the vesting provisions of your Incentive Stock Option
agreement dated _______, in accordance with this letter.
If, within a one-year period following a change of control of the company, you
are terminated without cause, then 50% of your options remaining unvested at
the date of such termination will immediately vest.
In this letter:
"change of control" means that an individual, corporation, or other entity or a
group deemed to be a person under Section 14(d)(2) of the Exchange Act becomes
the "beneficial owner" (as defined in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act), directly or indirectly, of securities of
the company representing 50% or more of the combined voting power of the
company's then outstanding securities entitled to vote for directors; and
"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,
WebSideStory
________________________________
By: John Hentrich, President and CEO
