E PIPHANY INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-21.txt
<TEXT>
                                                                   Exhibit 10.21

                         E.PIPHANY, Inc. 1999 STOCK PLAN

             NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

                                 NOTICE OF GRANT
                                 ---------------

Optionee:  Roger Siboni

     You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Notice of Grant which
is part of the attached Option Agreement, as follows:

<TABLE>
     <S>                                   <C>
     Grant Number
                                           -------------------------------------

     Date of Grant                         January 25, 2002
                                           -------------------------------------

     Vesting Commencement Date             January 25, 2002
                                           -------------------------------------

     Exercise Price per Share              $9.86
                                           -------------------------------------

     Total Number of Shares Granted        1,300,000
                                           -------------------------------------

     Total Exercise Price                  $12,818,000
                                           -------------------------------------

     Type of Option:                           Incentive Stock Option  X  Nonstatutory Stock Option
                                           ---                        ---

     Term/Expiration Date:                 January 25, 2012
                                           -------------------------------------
</TABLE>

     Vesting Schedule: This Option may be exercised, in whole or in part, in
accordance with the following schedule:

     1/48 of the Shares subject to this option shall vest monthly beginning on
the Vesting Commencement Date such that the shares subject to this option shall
be fully vested and exercisable on January 25, 2006.

     Termination Period: This Option may be exercised for three months after
Optionee ceases to be a Service Provider. Upon the death or Disability of the
Optionee, this Option may be exercised for twelve months after Optionee ceases
to be a Service Provider. In no event shall this Option be exercised later than
the Term/Expiration Date as provided above.

     By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Option Agreement, of which this Notice of Grant is
part, and the Plan, both of which are attached and made a part of this document.
Optionee has reviewed this Notice of Grant, the remainder of the Option
Agreement and the Plan in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Notice of Grant and fully understands
all provisions of this Notice of Grant, the remainder of the Option Agreement
and the Plan. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions
relating to this Notice of Grant, the remainder of the Option Agreement and the
Plan. Optionee further agrees to notify the Company upon any change in the
residence address indicated below.

OPTIONEE                                   E.PIPHANY, INC.

-------------------------------------      -------------------------------------
Signature                                  By

-------------------------------------      -------------------------------------

Print Name                                 Title
-------------------------------------      -------------------------------------

Residence Address
-------------------------------------
<PAGE>

                                 E.PIPHANY, Inc.

                                 1999 STOCK PLAN

                             STOCK OPTION AGREEMENT

                 (Amended and Updated as of September 28, 2001)

         Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.

                                    AGREEMENT
                                    ---------

1. Grant of Option.
-------------------

     The Plan Administrator of the Company hereby grants to the Optionee named
in this Option Agreement's Notice of Grant (the "Optionee") an option (the
"Option") to purchase the number of Shares, as set forth in the Notice of Grant,
at the exercise price per share set forth in the Notice of Grant (the "Exercise
Price"), subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 15(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Option Agreement, the terms and conditions of the Plan shall
prevail.

     If designated in the Notice of Grant as an Incentive Stock Option ("ISO"),
this Option is intended to qualify as an Incentive Stock Option under Section
422 of the Code. However, if this Option is intended to be an Incentive Stock
Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d)
it shall be treated as a Nonstatutory Stock Option ("NSO").

2. Exercise of Option.
----------------------

     (a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

     (b) Method of Exercise. This Option is exercisable by delivery of a written
or electronic notice of exercise (the "Exercise Notice"), which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be completed by the Optionee
and delivered to the Secretary of the Company, or such other person or entity as
may be designated by the Company. The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. This Option
shall be deemed to be exercised upon receipt by the Company, or such other
person or entity as may be designated by the Company, of such fully executed
Exercise Notice accompanied by such aggregate Exercise Price.

     No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with Applicable Laws. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.
<PAGE>

3. Method of Payment.
---------------------

     Payment of the aggregate Exercise Price shall be by any of the following,
or a combination thereof, at the election of the Optionee:

          1. cash; or

          2. check; or

          3. consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan; or

          4. surrender of other Shares which (i) in the case of Shares acquired
upon exercise of an option, have been owned by the Optionee for more than six
(6) months on the date of surrender, and (ii) have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Exercised Shares;
or

          5. to the extent permitted by the Administrator, delivery of a
properly executed exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale proceeds required to pay
the Exercise Price.

4. Non-Transferability of Option.
---------------------------------

     This Option may not be transferred in any manner otherwise than by will or
by the laws of descent or distribution and may be exercised during the lifetime
of Optionee only by the Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

5. Term of Option.
------------------

     This Option may be exercised only within the term set out in the Notice of
Grant, and may be exercised during such term only in accordance with the Plan
and the terms of this Option Agreement.

6. Tax Consequences.
--------------------

     Some of the federal tax consequences relating to this Option, as of the
date of this Option, are set forth below. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.

7. Exercising the Option.
-------------------------

     (a) Nonstatutory Stock Option. The Optionee may incur regular federal
income tax liability upon exercise of a NSO. The Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price. If the Optionee is an
Employee or a former Employee, the Company will be required to withhold from his
or her compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this compensation income
at the time of exercise, and may refuse to
<PAGE>

honor the exercise and refuse to deliver Shares if such withholding amounts are
not delivered at the time of exercise.

     (b) Incentive Stock Option. If this Option qualifies as an ISO, the
Optionee will have no regular federal income tax liability upon its exercise,
although the excess, if any, of the Fair Market Value of the Exercised Shares on
the date of exercise over their aggregate Exercise Price will be treated as an
adjustment to alternative minimum taxable income for federal tax purposes and
may subject the Optionee to alternative minimum tax in the year of exercise. In
the event that the Optionee ceases to be an Employee but remains a Service
Provider, any Incentive Stock Option of the Optionee that remains unexercised
shall cease to qualify as an Incentive Stock Option and will be treated for tax
purposes as a Nonstatutory Stock Option on the date three (3) months and one (1)
day following such change of status.

     (c) Disposition of Shares.

          (1) NSO. If the Optionee holds NSO Shares for at least one year, any
gain realized on disposition of the Shares will be treated as long-term capital
gain for federal income tax purposes.

          (2) ISO. If the Optionee holds ISO Shares for at least one year after
exercise and two years after the grant date, any gain realized on disposition of
the Shares will be treated as long-term capital gain for federal income tax
purposes. If the Optionee disposes of ISO Shares within one year after exercise
or two years after the grant date, any gain realized on such disposition will be
treated as compensation income (taxable at ordinary income rates) to the extent
of the excess, if any, of the lesser of (A) the difference between the Fair
Market Value of the Shares acquired on the date of exercise and the aggregate
Exercise Price, or (B) the difference between the sale price of such Shares and
the aggregate Exercise Price. Any additional gain will be taxed as capital gain,
short-term or long-term depending on the period that the ISO Shares were held.

          (3) Notice of Disqualifying Disposition of ISO Shares. If the Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on
or before the later of (i) two years after the grant date, or (ii) one year
after the exercise date, the Optionee shall immediately notify the Company in
writing of such disposition. The Optionee agrees that he or she may be subject
to income tax withholding by the Company on the compensation income recognized
from such early disposition of ISO Shares by payment in cash or out of the
current earnings paid to the Optionee.

8. Entire Agreement; Governing Law.
-----------------------------------

     The Plan is incorporated herein by reference. The Plan and this Option
Agreement, including its Notice of Grant, constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws, but not
the choice of law rules, of California.

9. NO GUARANTEE OF CONTINUED SERVICE.
-------------------------------------

     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT
THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND
AGREES THAT
<PAGE>

THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

     By your signature and the signature of the Company's representative on the
attached Notice of Grant, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Option
Agreement, including its Notice of Grant. Optionee has reviewed the Plan and
this Option Agreement, including its Notice of Grant in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option
Agreement on its Notice of Grant and fully understands all provisions of the
Plan and this Option Agreement, including its Notice of Grant. Optionee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and
Option Agreement, including its Notice of Grant. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.

</TEXT>
</DOCUMENT>
