Common use of Unvested Clause in Contracts

Unvested. SHARES shall have the meaning assigned to such term in --------------- Paragraph D.1. ADDENDUM TO STOCK PURCHASE AGREEMENT The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Purchase Agreement dated_________________ (the "Purchase Agreement") by and between Prime Response Group, Inc. (the "Corporation") and ___________________________ ("Optionee") evidencing the shares of Common Stock purchased on such date by Optionee pursuant to the option granted to him or her under the Corporation's 1998 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Purchase Agreement. INVOLUNTARY TERMINATION FOLLOWING CORPORATE TRANSACTION

Unvested. SHARES shall have the meaning assigned to such term in --------------- Paragraph D.1. ADDENDUM TO STOCK PURCHASE ISSUANCE AGREEMENT The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Purchase Issuance Agreement dated_________________ dated , 199 (the "Purchase Issuance Agreement") by and between Prime Response Group, Inc. (the "Corporation") and ___________________________ ("OptioneeParticipant") evidencing the shares of Common Stock purchased on such date by Optionee Participant pursuant to the option shares granted to him or her under the Corporation's 1998 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Purchase Issuance Agreement. INVOLUNTARY TERMINATION FOLLOWING CORPORATE TRANSACTION.