E PIPHANY INC
EXHIBIT 10.31
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>17
<FILENAME>f78932ex10-31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.31

                        E.PIPHANY, INC. 1999 STOCK PLAN

             NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

                                 NOTICE OF GRANT

Optionee:      Jeffrey Pulver

        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                        00001617
                                            ---------------------------
        Date of Grant                       November 20, 2001
                                            ---------------------------
        Vesting Commencement Date           November 20, 2001
                                            ---------------------------
        Exercise Price per Share            $7.05
                                            ---------------------------
        Total Number of Shares Granted      150,000
                                            ---------------------------
        Total Exercise Price                $1,057,500
                                            ---------------------------
        Type of Option:                     [ ] Incentive Stock Option [X] Nonstatutory Stock Option

        Term/Expiration Date:               November 20, 2011
                                            ---------------------------
</TABLE>

     Vesting Schedule and Acceleration Upon Change of Control: This Option may
be exercised, in whole or in part, in accordance with the following schedule:

        1/24 OF THE SHARES SUBJECT TO THE OPTION SHALL VEST EACH MONTH AFTER THE
VESTING COMMENCEMENT DATE, SUBJECT TO THE OPTIONEE CONTINUING TO BE A SERVICE
PROVIDER ON SUCH DATES; PROVIDED, HOWEVER, SHOULD (i) THERE BE A CHANGE OF
CONTROL (AS DEFINED BELOW) AND (ii) OPTIONEE'S EMPLOYMENT IS TERMINATED WITHOUT
CAUSE (AS DEFINED BELOW) OR OPTIONEE RESIGNS WITH GOOD REASON (AS DEFINED BELOW)
WITHIN EIGHTEEN MONTHS FOLLOWING THE CHANGE OF CONTROL, THEN A TOTAL OF 100% OF
THE SHARES SUBJECT TO THIS OPTION SHALL VEST AT THE TIME THAT OPTIONEE CEASES TO
BE A SERVICE PROVIDER.

     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.

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

     "Cause" shall mean (i) any act of personal dishonesty taken by the Optionee
     in connection with his responsibilities as an employee and intended to
     result in significant personal enrichment of the Optionee, (ii) the
     conviction of, or a plea of "guilty" or "no contest" to, a felony under the
     laws of the United States, any state thereof or any foreign country, which
     conviction or plea negatively and materially reflects on the Optionee's
     fitness to perform his or her duties or materially harms the Company's
     reputation or financial status (iii) willful misconduct by the Optionee
     that is materially injurious to the Company, (iv) any act of fraud,
     dishonesty or moral turpitude by the Optionee that is materially injurious
     to the Company; or (v) for a period of not less than thirty (30) days
     following delivery to the Optionee of a written demand for performance from
     the Company that describes the basis for the Company's belief that the
     Optionee has not substantially performed his duties, continued violations
     by the Optionee of the Optionee's obligations to the Company that are
     demonstrably willful and deliberate on the Optionee's part. Any dismissal
     for cause in accordance with Subsection (v) of this definition must be
     approved by the Company's Board of Directors prior to the dismissal date.

<PAGE>

     "Change of Control" means the occurrence of any of the following events:

          (1) Any "person" (as such term is used in Sections 13(d) and 14(d) of
     the Securities Exchange Act of 1934, as amended) becomes the "beneficial
     owner" (as defined in Rule 13d-3 under said Act), directly or indirectly,
     of securities of the Company representing fifty percent (50%) or more of
     the total voting power represented by the Company's then outstanding voting
     securities;

          (2) A change in the composition of the Board of Directors occurring
     within a twelve-month period, as a result of which fewer than a majority of
     the directors are Incumbent Directors. "Incumbent Directors" shall mean
     directors who either (A) are directors of the Company as of the date
     hereof, or (B) are appointed, elected, or nominated for election, to the
     Board of Directors with the affirmative votes of at least a majority of the
     Incumbent Directors at the time of such election or nomination (but shall
     not include an individual whose election or nomination is in connection
     with an actual or threatened proxy contest relating to the election of
     directors to the Company);

          (3) The consummation of a merger or consolidation of the Company with
     any other corporation, other than a merger or consolidation that would
     result in the voting securities of the Company outstanding immediately
     prior thereto continuing to represent (either by remaining outstanding or
     by being converted into voting securities of the surviving entity or such
     surviving entity's parent) at least fifty percent (50%) of the total voting
     power represented by the voting securities of the Company or such surviving
     entity or such surviving entity's parent outstanding immediately after such
     merger or consolidation; or

          (4) The consummation of the sale or disposition by the Company of all
     or at least seventy-five percent (75%) or more of the Company's assets.

"Good Reason" means, without the Optionee's express written consent, any of the
following events:

          (i)    a material reduction by the Company of the impact and nature of
                 Optionee's duties, responsibilities or authority, relative to
                 the impact and nature of the Optionee's duties,
                 responsibilities or authority as in effect immediately prior to
                 the Change of Control;

          (ii)   a reduction by the Company in the base salary or target bonus
                 opportunity of the Optionee as in effect immediately prior to
                 the Change in Control;

          (iii)  a material reduction by the Company in the kind or level of
                 employee benefits (i.e., health, vision, life, 401k or the
                 like) to which the Optionee was entitled immediately prior to
                 the Change of Control; or

          (iv)   the relocation by the Company of the Optionee's location of
                 employment to a facility or a location more than fifty (50)
                 miles from the Optionee's location of employment immediately
                 prior to the Change of Control.

        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

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