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Change of Control Agreement

CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the Agreement) is made and entered into by and between Michael Herring (the Employee) and Omniture, Inc. (the Company), effective as of June 7, 2006 (the Effective Date).

1. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the Board) recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein) of the Company.

2. The Board believes that it is in the best interests of the Company and its stockholders to provide the Employee with an incentive to continue his or her employment and to motivate the Employee to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

3. The Board believes that it is imperative to provide the Employee with certain severance benefits upon the Employees termination of employment following a Change of Control. These benefits will provide the Employee with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control.

4. Certain capitalized terms used in the Agreement are defined in Section 7 below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Term of Agreement. This Agreement shall terminate upon the date that all of the obligations of the parties hereto with respect to this Agreement have been satisfied.

2. At-Will Employment. The Company and the Employee acknowledge that the Employees employment is and shall continue to be at-will, as defined under applicable law, except as may otherwise be specifically provided under the terms of any written formal employment agreement or offer letter between the Company and the Employee (an Employment Agreement). If the Employees employment terminates for any reason, including (without limitation) any termination prior to a Change of Control, the Employee shall not be entitled to any payments, benefits, damages,

awards or compensation other than as provided by this Agreement or under his or her Employment Agreement, or as may otherwise be available in accordance with the Companys established employee plans.

3. Severance Benefits.

(a) Involuntary Termination Other than for Cause, Voluntary Termination for Good Reason or Death or Disability During the Change of Control Period. If within the period commencing three months prior to a Change of Control and ending on the later of (A) twelve (12) months following a Change of Control, or (B) one month following the latest of the originally scheduled one-year, two-year or four-year cliff vesting date on any of Employees Company stock options held by Employee immediately prior to a Change of Control (the Change of Control Period), (i) the Employee terminates his or her employment with the Company (or any parent or subsidiary of the Company) for Good Reason (as defined herein) or (ii) the Company (or any parent or subsidiary of the Company) terminates the Employees employment for other than Cause (as defined herein), or (iii) the Employee dies or terminates employment due to becoming Disabled (as defined herein) and the Employee, except in the case of death, signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the Release), then the Employee shall receive the following severance from the Company:

(i) Severance Payment. The Employee shall be entitled to receive a lump-sum severance payment (less applicable withholding taxes) equal to seventy-five percent of the Employees annual base salary (as in effect immediately prior to (A) the Change of Control, or (B) the Employees termination, whichever is greater) plus seventy-five percent of the Employees target bonus for the fiscal year in which the Change of Control or the Employees termination occurs, whichever is greater.

(ii) Equity Compensation Acceleration. One hundred percent (100%) of the then unvested Employees outstanding stock options, stock appreciation rights, restricted stock units and other Company equity compensation awards (the Equity Compensation Awards) shall immediately vest and became exercisable. Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Employees employment termination for the period prescribed in the respective option and stock appreciation right agreements.

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