X0202 4 2006-09-26 0 0001090908 SELECTICA INC sltc 0001376909 GOLDNER STEVE C/O SELECTICA, INC. 3 WEST PLUMERIA SAN JOSE CA 95134 0 1 0 0 Vice President of Engineering Common Stock 2006-09-26 4 A 0 75000 0 A 75000 D Employee Stock Option (right to buy) 2.47 2006-09-26 4 A 0 250000 0 A 2006-10-26 2016-09-26 Common Stock 250000 250000 D 1. All shares vest on the earliest permissible trading day after the close of the second consecutive fiscal quarter for which the Company shows positive net income. In addition, (1) 50% of the shares shall become vested, if the Company is subject to a Change in Control, and (2) 50% of the shares shall become vested if (A) the Company is subject to a Change in Control and (B) the Employee, within 12 months after such Change in Control, is involuntarily terminated. Options vest in monthly installments of 1/48th per month over the first 48 months of continuous service. The options will become fully exercisable if the Company is subject to a Change in Control, after you have completed your first 12 months of continuous service. The option will also become fully exercisable if (a) the Company is subject to a Change in Control during the first 12 months of continuous service and (b) involuntarily terminated within 12 months after the Change in Control. Stephen Bennion, Power of Attorney for Steve Goldner 2006-09-28