0001193125-06-007290 Sample Contracts

MOTIVE, INC. RESTRICTED STOCK AGREEMENT PURSUANT TO AMENDED AND RESTATED EQUITY INCENTIVE PLAN
Restricted Stock Agreement • January 17th, 2006 • Motive Inc • Services-prepackaged software • Texas

This Restricted Stock Agreement (“Agreement”) is between MOTIVE, INC., a Delaware corporation (the “Company”) and (the “Grantee”), an employee of the Company or one of its Subsidiaries, regarding an award (“Award”) of Common Shares (as defined in the MOTIVE, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN (the “Plan”), such Common Shares comprising this Award referred to herein as “Restricted Stock”) awarded to the Grantee on (the “Award Date”), such number of shares subject to adjustment as provided in Article 11 of the Plan, and further subject to the following terms and conditions:

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EMPLOYMENT AGREEMENT
Employment Agreement • January 17th, 2006 • Motive Inc • Services-prepackaged software • Texas

This Employment Agreement (this “Agreement”) is entered into this 13th day of January, 2006 (the “Effective Date”), by and between Kenny Van Zant (“Employee”), an individual, and Motive, Inc., a Delaware corporation (“Motive”). In consideration of the mutual promises expressed herein, Employee and Motive have agreed to the following terms and conditions.

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