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EXHIBIT 10.3.1
Amendment No. 1 to the
WebSideStory, Inc.
2000 Equity Incentive Plan
Effective as of April 10, 2000 (the "Effective Date"), Section 4(a) of the
WebSideStory, Inc. 2000 Equity Incentive Plan (the "Plan") is amended to read
in full as follows:
SHARE RESERVE. Subject to the provisions of Section 11 relating to
adjustments upon changes in Common Stock, the number of shares reserved for
issuance under the Plan is 23,843,785 and such number shall automatically
increase upon the effectiveness of the Company's initial public offering and
each calendar quarter thereafter, such that the total number of shares reserved
for issuance under the Plan shall equal 17.5% of the total shares of Common
Stock outstanding as of the effective date of the initial public offering and as
of the last day of each calendar quarter.
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WebSideStory, Inc.
Secretary's Certificate
I, Michael Christian, do hereby certify as follows:
1. I am the duly elected and qualified secretary of WebSideStory, Inc., a
California corporation (the "Corporation").
2. The attached Amendment No. 1 to the WebSideStory, Inc. 2000 Equity Incentive
Plan was duly adopted by the required vote of the Board of Directors of the
Corporation and the shareholders.
Dated: July 18, 2000
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/s/ MICHAEL S. CHRISTIAN
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Michael S. Christian, Secretary
