X0303 4 2010-09-29 1 0001138804 UNICA CORP UNCA 0001334365 Lee Yuchun 170 TRACER LANE WALTHAM MA 02451 1 1 1 0 President, CEO & Chairman Common Stock 2010-09-29 4 M 0 33333 3.30 A 52104 D Common Stock 2010-10-05 4 D 0 52104 21.00 D 0 D Common Stock 2010-10-05 4 D 0 14142 21.00 D 0 I by Agustina Sumito Lee Common Stock 2010-10-05 4 D 0 2192197 21.00 D 0 I by Agustina Sumito Living Trust Common Stock 2010-10-05 4 D 0 1000000 21.00 D 0 I by Yuchun Lee 2010 GRAT Common Stock 2010-10-05 4 D 0 686616 21.00 D 0 I by Lee Sumito Irrevocable Trust Common Stock 2010-10-05 4 D 0 300890 21.00 D 0 I by Yuchun Lee Living Trust Common Stock 2010-10-05 4 D 0 166913 21.00 D 0 I by 2001 Lee Charitable Trust Restricted Stock Units 2010-10-05 4 D 0 5000 D Common Stock 5000 0 D Restricted Stock Units 2010-10-05 4 D 0 37500 D Common Stock 37500 0 D Restricted Stock Units 2010-10-05 4 D 0 50000 D Common Stock 50000 0 D Incentive Stock Option 3.30 2010-09-29 4 M 0 33333 0.00 D 2012-10-23 Common Stock 33333 0 D Nonqualified Stock Option 3.00 2010-10-05 4 D 0 185000 18.00 D 2013-07-23 Common Stock 185000 0 D Nonqualified Stock Option 3.00 2010-10-05 4 D 0 61666 18.00 D 2012-10-23 Common Stock 61666 0 D Nonqualified Stock Option 11.40 2010-10-05 4 D 0 40000 D 2013-03-06 Common Stock 40000 0 D Nonqualified Stock Option 6.46 2010-10-05 4 D 0 60000 D 2014-03-07 Common Stock 60000 0 D Nonqualified Stock Option 4.21 2010-10-05 4 D 0 50000 D 2014-12-11 Common Stock 50000 0 D Nonqualified Stock Option 6.79 2010-10-05 4 D 0 50000 D 2015-12-03 Common Stock 50000 0 D Shares were disposed of pursuant to the merger agreement between the Issuer and International Business Machines Corporation ("IBM") in exchange for a cash payment of $21.00 per share on the effective date of the merger. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. Pursuant to the terms of the restricted stock unit award agreement and certain employment arrangements with IBM, 50% of the restricted stock units vested at the effective time of the merger. Each such restricted stock unit that vested at the effective time of the merger agreement was disposed of pursuant to the merger agreement in exchange for a cash payment of $21.00 per restricted stock unit. The remaining 50% of the restricted stock units were converted, pursuant to the merger agreement, into the right to receive a cash payment of $21.00 per restricted stock unit at the time that such restricted stock unit would have vested pursuant to its terms in effect as of immediately prior to the effective time of the merger. The remaining restricted stock units will vest as follows: 2,500 of the total number of restricted stock units in this grant on December 1, 2010, subject to the reporting person's continued service with IBM. These restricted stock units do not have an expiration date. The remaining restricted stock units will vest as follows: 6,250 of the total number of restricted stock units in this grant on December 1, 2010, 6,250 of the total number of restricted stock units in this grant on December 1, 2011, and 6,250 of the total number of restricted stock units covered by this grant on December 1, 2012, subject to the reporting person's continued service with IBM. The remaining restricted stock units will vest as follows: 6,250 of the total number of restricted stock units in this grant on December 1, 2010, 6,250 of the total number of restricted stock units in this grant on December 1, 2011, 6,250 of the total number of restricted stock units covered by this grant on December 1, 2012 and 6,250 of the total number of restricted stock units in this grant on December 1, 2013, subject to the reporting person's continued service with IBM. This option was fully vested. This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $3,330,000, before reduction for taxes, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00. This option, which is fully vested, was cancelled pursuant to the merger agreement in exchange for a cash payment equal to $1,109,998, before reduction for taxes, representing the difference between the exercise price of the option and the value of the merger consideration per share of common stock payable pursuant to the merger agreement of $21.00. Pursuant to the terms of the stock option agreement and certain employment arrangements with IBM, 50% of the unvested stock options vested at the effective time of the merger. This option was granted on March 6, 2007 and provided for vesting as to 12.5% of the underlying shares on June 1, 2007 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 38,750 shares, cancelled in exchange for a cash payment equal to $372,000 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 1,250 shares, pursuant to the merger agreement, was replaced with an option to acquire 199 shares of IBM common stock at an exercise price of $71.29. This option was granted on March 7, 2008 and provided for vesting as to 12.5% of the underlying shares on June 1, 2008 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 50,625 shares, cancelled in exchange for a cash payment equal to $736,087.50 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 9,375 shares, pursuant to the merger agreement, was replaced with an option to acquire 1,499 shares of IBM common stock at an exercise price of $40.40. This option was granted on December 11, 2008 and provided for vesting as to 12.5% of the underlying shares on June 1, 2009 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 35,937 shares, cancelled in exchange for a cash payment equal to $603,382.23 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 14,063 shares, pursuant to the merger agreement, was replaced with an option to acquire 2,248 shares of IBM common stock at an exercise price of $26.33. This option was granted on December 3, 2009 and provided for vesting as to 12.5% of the underlying shares on June 1, 2010 and as to an additional 6.25% every three months thereafter. Pursuant to the terms of the merger agreement, option award agreement, and certain employment arrangements with IBM, this option was (i) with respect to 29,687 shares, cancelled in exchange for a cash payment equal to $421,852.27 before reduction for taxes, representing the difference between the exercise price of the option and $21.00 per share; and (ii) with respect to 20,313 shares, pursuant to the merger agreement, was replaced with an option to acquire 3,248 shares of IBM common stock at an exercise price of $42.46. /s/ Jason W. Joseph, Vice President and General Counsel By Power of Attorney 2010-10-07