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United States
Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

eGain Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

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eGain

Corporation

1252 Borregas Avenue
Sunnyvale, CA 94089
(408) 636-4500

August 30, 2021

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders, or the Special Meeting, of eGain Corporation that will be held on September 30, 2021, at 1:00 p.m., Pacific Time, at eGain Corporation — 1252 Borregas Avenue, Sunnyvale, CA 94089.

The formal notice of the Special Meeting and the Proxy Statement has been made a part of this invitation.

After reading the Proxy Statement, please mark, date, sign and return, at an early date, the enclosed proxy in the enclosed prepaid envelope, to ensure that your shares will be represented. YOUR SHARES MAY NOT BE VOTED WITH RESPECT TO EACH OF THE PROPOSALS UNLESS YOU SIGN, DATE AND RETURN THE ENCLOSED PROXY OR ATTEND THE ANNUAL MEETING IN PERSON.

The Board of Directors and management look forward to seeing you at the Special Meeting.

Sincerely yours,

Ashutosh Roy
Chief Executive Officer

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eGain Corporation

Notice of Special Meeting of Stockholders
to be held September 30, 2021

To the Stockholders of eGain Corporation:

The Special Meeting of Stockholders, or the Special Meeting, of eGain Corporation, or eGain or the Company, a Delaware corporation, will be held on September 30, 2021, at 1:00 p.m., Pacific Time, at eGain Corporation — 1252 Borregas Avenue, Sunnyvale, CA 94089, for the following purposes:

to confirm the stockholders’ prior approval and ratification of the amendment and restatement of the Amended and Restated 2005 Stock Incentive Plan, and to further amend and restate the Amended and Restated 2005 Stock Incentive Plan;

to confirm the stockholders’ prior approval and ratification of the amendment and restatement of the Amended and Restated 2005 Management Stock Option Plan, and to further amend and restate the Amended and Restated 2005 Management Stock Option Plan; and

to transact such other business as may properly come before the Special Meeting and any adjournment of the Special Meeting.

Stockholders of record as of the close of business on August 24, 2021 are entitled to notice of and to vote at the Special Meeting and any adjournment thereof. A complete list of stockholders entitled to vote at the Special Meeting will be available at eGain’s offices, 1252 Borregas Avenue, Sunnyvale, California 94089, ten days prior to the Special Meeting. This list will also be available for examination during the Special Meeting.

It is important that your shares are represented at the Special Meeting. Even if you plan to attend the Special Meeting, we hope that you will promptly mark, sign, date and return the enclosed proxy. This will not limit your right to attend or vote at the Special Meeting, subject to your prior registration to attend and vote at the Special Meeting.

By Order of the Board of Directors,

Stanley F. Pierson
Secretary

Sunnyvale, California
August 30, 2021

Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting of Stockholders to be held on September 30, 2021.

The Proxy Statement for our Special Meeting is available at http://www.edocumentview.com/EGAN.

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	Page
PROXY STATEMENT		1
PROPOSAL 1 AMENDMENT TO THE AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN		2
Key Data		2
Summary of the 2005 Stock Incentive Plan		3
Summary of Federal Income Tax Consequences		6
Section 409A		7
Tax Effect for our Company		7
Plan Benefits		7
Equity Compensation Plan Information		8
Required Vote		8
PROPOSAL 2 AMENDMENT TO THE AMENDED AND RESTATED 2005 MANAGEMENT STOCK OPTION PLAN		9
Key Data		9
Summary of the 2005 Management Plan		9
Summary of Federal Income Tax Consequences		11
Tax Effect for our Company		12
Equity Compensation Plan Information		12
Plan Benefits		12
Required Vote		12
RELATED PARTY TRANSACTIONS		17
Procedures for Approval of Related Party Transactions		17
STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING		18
OTHER MATTERS		18

Appendix A — eGain Corporation Amended and Restated 2005 Stock Incentive Plan

Appendix B — eGain Corporation Amended and Restated 2005 Management Stock Option Plan

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eGain Corporation

1252 Borregas Avenue,
Sunnyvale, California 94089

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of eGain Corporation, a Delaware corporation, referred to as eGain or the Company, of proxies in the accompanying form to be used at the Special Meeting of Stockholders of eGain (the “Special Meeting”), to be held at eGain Corporation — 1252 Borregas Avenue, Sunnyvale, CA 94089, on September 30, 2021 at 1:00 p.m., Pacific Time, and any postponement or adjournment thereof. The shares represented by the proxies received in response to this solicitation and not properly revoked will be voted at the Special Meeting in accordance with the instructions therein. A stockholder who has given a proxy may revoke it at any time before it is exercised by filing with the Secretary of eGain a written revocation or a duly executed proxy bearing a later date or by voting in person at the Special Meeting, subject to your prior registration to attend and vote at the Special Meeting. On the matters coming before the Special Meeting for which a choice has been specified by a stockholder by means of the ballot on the proxy, the shares will be voted accordingly. If no choice is specified, the shares will be voted in accordance with the recommendations of the Board of Directors set forth below.

The Board of Directors recommends that you vote:

•

“FOR” the confirmation of the stockholders’ prior approval and ratification of the amendment and restatement of the Amended and Restated 2005 Stock Incentive Plan, and further amendment and restatement of the Amended and Restated 2005 Stock Incentive Plan; and

•

“FOR” the confirmation of the stockholders’ prior approval and ratification of the amendment and restatement of the Amended and Restated 2005 Management Stock Option Plan, and further amendment and restatement of the Amended and Restated 2005 Management Stock Option Plan.

Stockholders of record at the close of business on August 24, 2021 (the “Record Date”), are entitled to vote at the Special Meeting. As of the close of business on the Record Date, eGain had 31,242,104 shares of common stock, par value $0.001 per share (“Common Stock”), outstanding. The presence in person or by proxy of the holders of a majority of eGain’s outstanding shares of Common Stock entitled to vote constitutes a quorum for the transaction of business at the Special Meeting. Each holder of Common Stock is entitled to one vote for each share held as of the Record Date.

The proposals submitted for stockholder approval at the Special Meeting will be decided by the affirmative vote of the majority of the shares present in person or represented by proxy at the Special Meeting. Abstentions with respect to any proposal are treated as shares present or represented and entitled to vote on that proposal and thus have the same effect as negative votes. If a broker which is the record holder of shares indicates on a proxy that it does not have discretionary authority to vote on a particular proposal as to such shares, or if shares are not voted in other circumstances in which proxy authority is defective or has been withheld with respect to a particular proposal, these non-voted shares will be counted for quorum purposes and will have the same effect as negative votes, because approval requires an absolute percentage of affirmative votes.

The expense of printing, mailing proxy materials and soliciting proxies will be borne by eGain. Our directors, and certain of our officers and employees in the ordinary course of their employment, may solicit proxies by mail, internet, facsimile, in person, email or other online methods. eGain will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of eGain’s Common Stock. No additional compensation will be paid to such persons for such solicitation.

This Proxy Statement, the accompanying form of proxy are being mailed to stockholders on or about August 30, 2021.

IMPORTANT

Please mark, sign and date the enclosed proxy and return it at your earliest convenience in the enclosed postage-paid return envelope so that, whether you intend to be present at the Special Meeting or not, your shares can be voted. This will not limit your rights to attend or vote at the Special Meeting, subject to your prior registration to attend and vote at the Special Meeting.

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PROPOSAL 1

AMENDMENT TO
THE AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN

We are asking our stockholders to confirm their prior approval of and ratify certain amendments to the eGain Corporation Amended and Restated 2005 Stock Incentive Plan (the “2005 Stock Incentive Plan”). As previously set forth in our 2014, 2019 and 2020 proxy statements, on September 30, 2014, our Board of Directors approved the amendment and restatement of the 2005 Stock Incentive Plan, which, subject to stockholder approval, increased the number of shares of Common Stock reserved for issuance thereunder by 1,000,000 shares from 2,460,000 shares to 3,460,000 shares, extended the expiration date of the 2005 Stock Incentive Plan to September 30, 2024 (from March 11, 2015) and made certain other changes (the “First Amendment to the 2005 Stock Incentive Plan”). Additionally, as explained in our 2019 and 2020 proxy statements, on August 30, 2019, our Board of Directors approved an amendment to the 2005 Stock Incentive Plan, which, subject to stockholder approval, increased the number of shares of Common Stock reserved for issuance thereunder by 1,000,000 shares from 3,460,000 shares to 4,460,000 shares (the “the Second Amendment to the 2005 Stock Incentive Plan”). The stockholders previously approved such increases and amendments on November 7, 2014 and November 21, 2019, respectively. On August 25, 2021, our Board approved the amendment and restatement of the 2005 Stock Incentive Plan, which, subject to stockholder approval, amended the 2005 Stock Incentive Plan to (i) prohibit the modification of outstanding stock options and stock appreciation rights to lower the exercise price and to prohibit the cancellation of outstanding stock options or stock appreciation rights in return for cash or the grant of new awards, in each case when the exercise price is greater than the fair market value of the shares covered by such stock options or stock appreciation rights, unless such action has been approved by the Company’s stockholders and (ii) increase the number of shares of Common Stock reserved for issuance thereunder by 2,000,000 shares from 4,460,000 shares to 6,460,000 shares (together, the “Third Amendment to the 2005 Stock Incentive Plan”).

We are requesting that our stockholders (a) confirm their prior approval and ratification of the First Amendment to the 2005 Stock Incentive Plan and the Second Amendment to the 2005 Stock Incentive Plan and (b) approve the Third Amendment to the 2005 Stock Incentive Plan.

We originally established the 2005 Stock Incentive Plan effective on March 11, 2005. It was subsequently amended in February 2009, September 2011, September 2014, and August 2019. The purpose of the 2005 Stock Incentive Plan is to promote our long-term success and the creation of stockholder value by (a) encouraging our employees, outside directors and consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of employees, outside directors and consultants with exceptional qualifications and (c) linking our employees, outside directors and consultants directly to stockholder interests through increased stock ownership. The 2005 Stock Incentive Plan authorizes the issuance of options to purchase shares of Common Stock and the grant of restricted shares, stock units and stock appreciation rights.

We believe equity incentive compensation is a critical component to our compensation practices and allows us to incentivize our employees and more closely align their efforts with the creation of long-term stockholder value. In order to continue with our equity compensation practices and to ensure compliance with applicable securities and tax law requirements, we feel it is important for stockholders to (a) confirm their prior approval of and ratify the First Amendment and the Second Amendment to the 2005 Stock Incentive Plan and (b) approve the Third Amendment to the 2005 Stock Incentive Plan.

Key Data

As of August 24, 2021, 1,638,316 options to purchase an aggregate of 1,088,810 shares of Common Stock were outstanding under the 2005 Stock Incentive Plan at exercise prices ranging from $1.5 to $19.11 per share, or a weighted average per share exercise price of $6.64; the outstanding options had a weighted average remaining contractual life of 6.53; 1,953,678 shares of Common Stock have been issued under the 2005 Stock Incentive Plan; and 868,006 shares of Common Stock were available for future issuance under the 2005 Stock Incentive Plan. As of August 24, 2021, the price per share of eGain’s Common Stock was $11.13 as reported on the Nasdaq Stock Market.

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Summary of the 2005 Stock Incentive Plan

The following summary of the material features of the 2005 Stock Incentive Plan is qualified by reference to the terms of the 2005 Stock Incentive Plan, the full text of which is attached to this Proxy Statement as Appendix A. The 2005 Stock Incentive Plan has also been filed electronically with the SEC together with this Proxy Statement and can be accessed on the SEC’s website at www.sec.gov.

Administration. The compensation committee of our Board of Directors (the “Compensation Committee”) administers the 2005 Stock Incentive Plan, including the determination of the recipient of an award, the number of shares subject to each award, whether an option is to be classified as an incentive stock option or non-statutory option, and the terms and conditions of each award, including the exercise and purchase prices and the vesting or duration of the award.

At the discretion of our Board of Directors, the Compensation Committee may consist solely of two or more “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act, or solely of two or more “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Our Board of Directors may appoint one or more separate committees of our Board of Directors, each consisting of one or more members of our Board of Directors, to administer the 2005 Stock Incentive Plan with respect to employees who are not subject to Section 16 of the Exchange Act. Subject to applicable law, our Board of Directors may also authorize one or more officers to designate employees, other than employees who are subject to Section 16 of the Exchange Act, to receive awards under the 2005 Stock Incentive Plan and/or determine the number of such awards to be received by such employees subject to limits specified by our Board of Directors.

Eligibility. Our officers and employees and those of our subsidiaries are eligible to participate in the 2005 Stock Incentive Plan. Our directors and other persons that provide consulting services to us and our subsidiaries and affiliates are also eligible to participate in the 2005 Stock Incentive Plan. The term subsidiary is used in this summary to refers to any corporation, if we or one or more other subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding stock of such corporation. The term affiliate is used in this summary to refer to any entity other than a subsidiary, if we or one or more subsidiaries own not less than 50% of such entity. As of August 24, 2021, approximately three executive officers, 563 employees, and four non-employee directors were eligible to be considered for the grant of awards under the 2005 Stock Incentive Plan. Although consultants are eligible to receive awards under the 2005 Stock Incentive Plan, our current consulting arrangements do not provide for any equity awards.

Authorized Shares. Under the 2005 Stock Incentive Plan, 2,506,322 shares of our Common Stock are currently authorized and available for issuance. The number of shares of our Common Stock that may be delivered in the aggregate pursuant to the exercise of incentive stock options granted under the 2005 Stock Incentive Plan may not exceed 6,460,000 shares of our Common Stock plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any shares that of our Common Stock that again become available for issuance under the 2015 Equity Incentive Plan as further described in this paragraph. Shares subject to awards granted under the 2005 Stock Incentive Plan that expire unexercised, are forfeited or terminated before being exercised or settled, or are not delivered to the participant because such award is settled in cash will again become available for issuance under the 2005 Stock Incentive Plan. Shares tendered or withheld to satisfy the exercise price or tax withholding obligation related to an award shall again become available for issuance under the 2005 Stock Incentive Plan. Any shares that have actually been granted in connection with stock options or stock appreciation rights will reduce the shares remaining available for issuance under the 2005 Stock Incentive Plan on a one-for-one basis. With respect to stock unit or restricted share awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code (“Section 162(m)”), no participant may receive awards under the 2005 Stock Incentive Plan that relate to an aggregate of more than 500,000 shares in any calendar year, or more than two times this amount in the first year of employment. As of August 24, 2021, the price per share of eGain’s Common Stock was $11.13 as reported on the Nasdaq Stock Market.

Types of Awards

Stock Options. A stock option is the right to purchase a certain number of shares of stock, at a certain exercise price, in the future. Under the 2005 Stock Incentive Plan, incentive stock options and non-statutory options

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must be granted with an exercise price of at least 100% of the fair market value of our Common Stock on the date of grant. Incentive stock options granted to any holder of more than 10% of the voting shares of our Company must have an exercise price of at least 110% of the fair market value of our Common Stock on the date of grant. No incentive stock option can be granted to an employee if as a result of the grant, the employee would have the right in any calendar year to exercise for the first time one or more incentive stock options for shares having an aggregate fair market value in excess of $100,000, based on the value of the stock on the date of grant. The stock option agreement specifies the date when all or any installment of the option is to become exercisable. Our option agreements have generally provided that 1/4th of the total number of shares subject to the option will vest and become exercisable 12 months after the vesting commencement date, and the remaining options will vest and become exercisable at a rate of 1/48th of the total number of shares subject to the option each month thereafter subject to continued service. Each stock option agreement sets forth the term of the options, which is prohibited from exceeding 10 years (five years in the case of an incentive stock option granted to any holder of more than 10% of our voting shares), and the extent to which the optionee will have the right to exercise the option following termination of the optionee’s service with the Company. Payment of the exercise price may be made in cash or cash equivalents or, if provided for in the stock option agreement evidencing the award, (i) by surrendering, or attesting to the ownership of, shares which have already been owned by the optionee, (ii) by delivery of an irrevocable direction to a securities broker to sell shares and to deliver all or part of the sale proceeds to us in payment of the aggregate exercise price, (iii) by delivery of an irrevocable direction to a securities broker or lender to pledge shares and to deliver all or part of the loan proceeds to us in payment of the aggregate exercise price, (iv) by delivering a full-recourse promissory note, (v) by having the Company withhold shares issuable upon exercise pursuant to a “net exercise,” or (vi) by any other form that is consistent with applicable laws, regulations and rules.

Restricted Stock. Restricted stock is a share award that may be subject to vesting conditioned upon continued service, the achievement of performance objectives or the satisfaction of any other condition as specified in a restricted stock agreement. Participants who are granted restricted stock awards generally have all of the rights of a stockholder with respect to such stock, other than the right to transfer such stock prior to vesting. Subject to the terms of the 2005 Stock Incentive Plan, the Compensation Committee will determine the terms and conditions of any restricted stock award, including any vesting arrangement, which will be set forth in a restricted stock agreement to be entered into between us and each recipient. Restricted stock may be awarded for such consideration as the Compensation Committee may determine, including without limitation cash, cash equivalents, full-recourse promissory notes or future services or services rendered prior to the award (without a cash payment by the recipient).

Restricted Stock Units. Restricted Stock Units (“RSUs”) give recipients the right to acquire a specified number of shares of stock at a future date upon the satisfaction of certain conditions, including any vesting arrangement, established by the Compensation Committee and as set forth in a restricted stock unit agreement. Unlike restricted stock, the stock underlying RSUs will not be issued until the RSUs have vested and are settled, and recipients of stock units generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied and the award is settled. However, at the discretion of the Compensation Committee, any restricted stock unit may entitle the holder to be credited with an amount equal to all cash dividends paid on one share of our Common Stock while the stock unit is outstanding, subject to the vesting conditions applicable to the underlying stock units. The Compensation Committee may elect to settle vested RSUs in cash or in Common Stock or in a combination of cash and Common Stock. Subject to the terms of the 2005 Stock Incentive Plan, the Compensation Committee will determine the terms and conditions of any RSU award, which will be set forth in a restricted stock unit agreement to be entered into between us and each recipient.

Stock Appreciation Rights. Stock appreciation rights may be granted independently or in combination with an award of stock options. Stock appreciation rights typically will provide for payments to the recipient based upon increases in the price of our Common Stock over the exercise price of the award. The exercise price of a stock appreciation right will be determined by the Compensation Committee, which shall not be less than the fair market value of our Common Stock on the date of grant. The Compensation Committee may elect to pay stock appreciation rights in cash or in Common Stock or in a combination of cash and Common Stock.

Performance Based Awards. Awards under the 2015 Stock Incentive Plan may be made subject to performance conditions as well as time-vesting conditions. Such performance conditions must be based on an objective

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formula or standard, which include, but are not limited to, one or more of the following factors: (a) cash flow (including operating cash flow), (b) earnings per share, (c) earnings before any combination of interest, taxes, depreciation or amortization, (d) return on equity, (e) total stockholder return, (f) share price performance, (g) return on capital, (h) return on assets or net assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l) operating profit or net operating profit, (m) operating margin or profit margin, (n) return on operating revenue, (o) return on invested capital, (p) market segment shares, (q) costs, (r) expenses, (s) achievement of target levels of discovery and/or development of products or services, including but not limited to research or regulatory achievements, (t) third party coverage and/or reimbursement objectives, or (u) test volume metrics, each with respect to eGain and/or one or more of its affiliates or operating units.

The Compensation Committee shall determine the qualifying performance criteria not later than the 90th day of the performance period, and shall determine and certify, for each participant, the extent to which the qualifying performance criteria have been met. The Compensation Committee may not in any event increase the amount of compensation payable under the 2005 Stock Incentive Plan upon the attainment of a pre-established qualifying performance goal to a participant who is a “covered employee” within the meaning of Section 162(m).

Amendment and Termination. The 2005 Stock Incentive Plan will terminate automatically on September 30, 2024. Our Board of Directors may amend or terminate the plan at any time, subject to stockholder approval where required by applicable law. Any amendment or termination may not impair the rights of holders of outstanding awards without their consent.

Plan Features. Under the 2005 Stock Incentive Plan:

Unless the agreement evidencing an award expressly provides otherwise, no award granted under the plan may be transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to shares issued under such award), other than by will or the laws of descent and distribution.

In the event of a recapitalization, stock split or similar capital transaction, we will make appropriate and equitable adjustments to the number of shares reserved for issuance under the 2005 Stock Incentive Plan, including the limitations on awards given to an individual participant in any calendar year and the number of non-statutory stock options automatically granted to outside directors and other adjustments in order to preserve the benefits of outstanding awards under the 2005 Stock Incentive Plan.

If we merge with or into another corporation, all outstanding awards will be subject to the agreement of merger or other reorganization, and subject to compliance with Section 409A of the Code, such agreement shall provide for: (a) the continuation of outstanding awards by eGain, if eGain is the surviving corporation, (b) the assumption of the outstanding awards by the surviving corporation or its parent or subsidiary, (c) the substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding awards, (d) immediate vesting, exercisability and settlement of outstanding awards followed by the cancellation of such awards upon or immediately prior to the effectiveness of such transaction, or (e) settlement of the intrinsic value of the outstanding awards (whether or not then vested or exercisable) in cash or cash equivalents or equity.

Promotion of Good Corporate Governance Practices. The 2005 Stock Incentive Plan also includes a number of responsible corporate governance provisions. These include, but are not limited to, the following:

No Discounted Options. Stock options and stock appreciation rights may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.

No Evergreen Provision. We do not have an “evergreen” provision which automatically adds additional shares to the plan each year.

No Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution, unless approved by the Compensation Committee.

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No Repricing. Stock options and stock appreciation rights with an exercise price that is greater than the fair market value of the underlying shares may not be repriced, exchanged, or bought out without stockholder approval.

No Tax Gross-ups. The 2005 Stock Incentive Plan does not provide for any tax gross-ups.

Summary of Federal Income Tax Consequences

The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the 2005 Stock Incentive Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Incentive Stock Options. An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, we will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be deductible by our Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code. The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

Non-Qualified Stock Options. Options not designated or qualifying as incentive stock options will be non-qualified stock options having no special U.S. tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a non-qualified stock option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a non-qualified stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to our Company with respect to the grant of a non-qualified stock option or the sale of the stock acquired pursuant to such grant.

Restricted Stock Awards. A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than thirty days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

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Restricted Stock Unit Awards. There are no immediate tax consequences of receiving an award of RSUs. A participant who is awarded RSUs generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

Stock Appreciation Rights. In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Section 409A

Section 409A of the Code (“Section 409A”), provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2005 Stock Incentive Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Certain states have enacted laws similar to Section 409A which impose additional taxes, interest and penalties on non-qualified deferred compensation arrangements. We will also have withholding and reporting requirements with respect to such amounts.

Tax Effect for our Company

We generally will be entitled to a tax deduction in connection with an award under the 2005 Stock Incentive Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income. Section 162(m) limits our compensation deduction to $1,000,000 paid in any tax year to any “covered employee” as defined under Section 162(m).

Plan Benefits

The number of awards that an employee, director or consultant may receive under the 2005 Stock Incentive Plan is in the discretion of the administrator and therefore cannot be determined in advance, therefore the following table sets forth: (i) the aggregate number of shares of Common Stock subject to options granted under the 2005 Stock Incentive Plan during fiscal year 2021 to date as of August 24, 2021 to each of our non-executive officers; executive officers, as a group; directors who are not executive officers and consultants, as a group; and all employees who are not executive officers, as a group; and (ii) the average per share exercise price of such options.

Name and Position	2005 Stock Incentive Plan
Name and Position	Value ($)		Number of Options
Ashutosh Roy, Chief Executive Officer and Director		—		—
Promod Narang, Senior Vice President of Products and Engineering		—		—
Eric Smit, Chief Financial Officer		—		—
All current executive officers as a group (3) persons		—		—
All current non-executive directors as a group (4) persons		—		—
All current non-executive officer employees as a group (563) persons		3,507,301		299,225

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Equity Compensation Plan Information

The following table summarizes our equity compensation plans as of August 24, 2021.

Plan Category	Number of securities to be issued upon exercise of outstanding options and rights (a)	Weighted-average exercise price of outstanding options and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
2005 Stock Incentive Plan	1,638,316	$ 6.64	868,006
2005 Management Stock Option Plan	1,159,183	$ 3.51	71,983
Total	2,797,499	$ 5.34	939,989

As of August 24, 2021, 1,953,678 shares had been issued upon exercise of options granted under the 2005 Stock Incentive Plan, options to purchase 1,638,316 shares were outstanding, and 868,006 shares remained available for future grant. To date no RSUs have been issued under the 2005 Stock Incentive Plan.

Required Vote

Confirmation of approval and ratification of the First Amendment to the 2005 Stock Incentive Plan and Second Amendment to the 2005 Stock Incentive Plan and the approval of the Third Amendment to the 2005 Stock Incentive Plan requires the affirmative vote of a majority of the shares present at the Special Meeting in person or by proxy. Unless marked to the contrary, proxies received will be voted “FOR” the confirmation of the stockholders’ prior approval and ratification of the amendment and restatement of the 2005 Stock Incentive Plan, and further amendment and restatement of the 2005 Stock Incentive Plan.

The Board of Directors recommends a vote “FOR” the confirmation of the stockholders’ prior approval and ratification of the amendment and restatement of the 2005 Stock Incentive Plan, and further amendment and restatement of the 2005 Stock Incentive Plan.

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PROPOSAL 2

AMENDMENT TO
THE AMENDED AND RESTATED 2005 MANAGEMENT STOCK OPTION PLAN

We are asking our stockholders to confirm their prior approval of and ratify certain amendments to the eGain Corporation Amended and Restated 2005 Management Stock Option Plan (the “2005 Management Plan”). As previously set forth in our 2014, 2019 and 2020 proxy statements, on August 29, 2014, our Board of Directors amended and restated the 2005 Management Plan, which, subject to stockholder approval, increased the number of shares of Common Stock reserved for issuance thereunder from 1,962,400 shares to 2,962,400 and extended the expiration date of the plan from May 27, 2015 to September 20, 2024 (the “First Amendment to the 2005 Management Plan”). Our stockholders approved the First Amendment to the 2005 Management Plan on November 7, 2014. On August 25, 2021, our Board approved the amendment and restatement of the 2005 Management Plan, which, subject to stockholder approval, amended the 2005 Management Plan to prohibit the modification of outstanding stock options to lower the exercise price and to prohibit the cancellation of outstanding stock options in return for cash or the grant of new awards, in each case when the exercise price is greater than the fair market value of the shares covered by such stock options, unless such action has been approved by the Company’s stockholders (the “Second Amendment to the 2005 Management Plan”).

We are requesting that our stockholders (a) confirm their prior approval of and ratify the First Amendment to the 2005 Management Plan and (b) approve the Second Amendment to the 2005 Management Plan. If stockholder approval of this proposal is not obtained, no additional grants of options to purchase shares of Common Stock under the 2005 Management Plan will be made to eGain’s executive officers following the Special Meeting. Additionally, if approval of this proposal is not obtained, options to purchase approximately 1,159,183 shares of Common Stock that were previously granted to Officers contingent upon stockholder approval will be rescinded.

Key Data

As of August 24, 2021, 1,638,316 options to purchase an aggregate of 1,088,810 shares of Common Stock were outstanding under the 2005 Management Plan at exercise prices ranging from $1.5 to $19.11 per share, or a weighted average per share exercise price of $6.64; the outstanding options had a weighted average remaining contractual life of 6.53 ; 1,953,678 shares of Common Stock have been issued under the 2005 Management Plan; and 868,006 shares of Common Stock are available for future issuance under the 2005 Management Plan. As of August 24, 2021, the price per share of eGain’s Common Stock was $11.13 as reported on the Nasdaq Stock Market.

Summary of the 2005 Management Plan

The following summary of the principal features of the 2005 Management Plan, as amended in 2021, is qualified by reference to the terms of the 2005 Management Plan, the full text of which is attached to this Proxy Statement as Appendix B. The 2005 Management Plan has also been filed electronically with the SEC together with this Proxy Statement and can be accessed on the SEC’s website at http://www.sec.gov.

The 2005 Management Plan was initially adopted by the Board of Directors on May 27, 2005. Subject to stockholder approval, our Board of Directors amended the 2005 Management Plan to extend the expiration date to September 30, 2024. The purpose of the 2005 Management Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging our Officers (as defined below) to focus on critical long-range objectives, (b) encouraging the retention of our Officers with exceptional qualifications and (c) linking Officers directly to stockholder interests through increased stock ownership. The 2005 Management Plan seeks to achieve this purpose by providing for awards in the form of options.

The 2005 Management Plan provides for the award of nonstatutory stock options (“NSOs”) to purchase Common Stock that do not qualify for preferential tax treatment under Section 422 of the Code. Employees (including executive officers) and directors of eGain, who are approved by the Board of Directors (“Officers”), are eligible to participate in the 2005 Management Plan and receive grants of NSOs. As of August 24, 2021, four individuals were eligible to be considered for the grant of options under the 2005 Management Plan.

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A total of 2,962,400 shares of our Common Stock (including pursuant to the First Amendment to the 2005 Management Plan) have been reserved for issuance under the 2005 Management Plan. If any option granted under the 2005 Management Plan expires or terminates for any reason without having been settled or exercised in full, then the unpurchased shares subject to that option will once again be available for awards under the 2005 Management Plan. If shares issued upon the exercise of options under the 2005 Management Plan are forfeited, then such shares will once again be available awards under the 2005 Management Plan.

For historical share usage under our 2005 Management Plan, see Note 6 to our consolidated financial statements in the 2020 Annual Report.

The Compensation Committee has not made any determination with respect to future awards under the 2005 Management Plan and any allocation of such awards will be made only in accordance with the provisions of the 2005 Management Plan. eGain believes that the granting of options is necessary to attract the highest quality personnel as well as to reward and thereby retain existing key personnel. Moreover, the attraction and retention of such personnel is essential to the continued progress of eGain which ultimately is in the interests of eGain’s stockholders.

Administration. Our Board of Directors and the Compensation Committee administers the 2005 Management Plan, including the determination of the recipient of an option, the number of shares subject to each option, and the terms and conditions of each option, including the exercise and purchase prices and the vesting or duration of the option. At the discretion of our Board of Directors, the Compensation Committee may consist solely of two or more “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act, or solely of two or more “outside directors” within the meaning of Section 162(m). Our Board of Directors may appoint one or more separate committees of our Board of Directors, each consisting of one or more members of our Board of Directors, to administer the 2005 Stock Incentive Plan with respect to employees who are not subject to Section 16 of the Exchange Act. The Board of Directors has also appointed the Stock Option Committee to approve grants of proposed stock options and to administer eGain’s stock option plans consistent with the compensation policies and practices as set by the Compensation Committee.

Limitations. No Officer may receive options under the 2005 Management Plan in any calendar year that relate to more than 250,000 shares.

Stock Options

Stock Option Agreement. Each grant of an option under the 2005 Management Plan is evidenced by a stock option agreement between the optionee and eGain. Options granted under the 2005 Management Plan are subject to all applicable terms and conditions of the 2005 Management Plan and may be subject to any other terms and conditions which are not inconsistent with the 2005 Management Plan and which the Compensation Committee deems appropriate, as set forth in the applicable stock option agreement. Each stock option agreement specifies that the option is an NSO. The provisions of the various stock option agreements entered into under the 2005 Management Plan need not be identical.

Exercise Price. Each stock option agreement specifies the exercise price of such option as determined by the Board of Directors or the Compensation Committee. The per share exercise price of an option granted under the 2005 Management Plan will not be less 100% of the fair market value of a share of Common Stock on the date of grant. However, a stock option agreement may specify that the per share exercise price of an option may vary in accordance with a predetermined formula.

Exercisability and Term. Each stock option agreement specifies the date when all or any installment of the option is to become exercisable. The stock option agreement also specifies the term of the option; provided that the term of an option will in no event exceed five years from the date of grant. A stock option agreement may provide for accelerated exercisability in the event of the optionee’s death, disability, or retirement or other events and may provide for expiration prior to the end of its term in the event of the termination of the optionee’s service.

Exercise of Options Upon Termination of Service. Each stock option agreement sets forth the extent to which the optionee shall have the right to exercise the option following termination of the optionee’s service with eGain, and the right to exercise the option of any executors or administrators of the optionee’s estate or any person who has acquired such option directly from the optionee by bequest or inheritance.

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Payment for Shares. Acceptable forms of consideration for the payment of the exercise price will be determined by the Compensation Committee, as applicable and may include cash, Common Stock previously owned by the optionee, payment through a broker assisted cashless exercise, full-recourse promissory note or other legal consideration approved by the Compensation Committee or the Board of Directors.

Transferability. Generally, an optionee may not transfer a stock option other than by will or the laws of descent or distribution, unless otherwise permitted under the terms of the applicable stock option agreement.

Performance Awards. The 2005 Management Plan provides that awards may be granted, issued, vested or retained based upon the attainment during a certain period of time of certain performance goals. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will generally be determined by the Compensation Committee. Performance goals under the 2005 Management Plan shall be determined by the Compensation Committee, as applicable, based on or related to one or more of the following performance criteria: (a) cash flow, (b) earnings per share, (c) earnings before interest, taxes and amortization, (d) return on equity, (e) total stockholder return, (f) share price performance, return on capital, (h) return on assets or net assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l) operating profit or net operating profit, (m) operating margin or profit margin, (n) return on operating revenue, (o) return on invested capital, or (p) market segment shares.

Amendment and Termination. Unless sooner terminated by the Board of Directors, the 2005 Management Plan shall automatically terminate on September 30, 2024. The 2005 Management Plan may be amended or terminated at any time by the Board of Directors, subject to applicable laws. No amendment or termination of the 2005 Management Plan will affect an optionee’s rights under any then-outstanding option(s) without the optionee’s consent. eGain will obtain stockholder approval of any amendment to the 2005 Management Plan if required by applicable law.

Effect of Certain Corporate Events. In the event of a subdivision of the outstanding Common Stock or a combination or consolidation of the outstanding Common Stock (by reclassification or otherwise) into a lesser number of shares, a spin-off or a similar occurrence, or declaration of a dividend payable in Common Stock, or in cash, the Compensation Committee will make adjustments in the number of shares reserved under the 2005 Management Plan (including share limits) and the number of shares and exercise price, if applicable, subject to outstanding options, as appropriate.

In the event of certain corporate transactions, including a merger or other reorganization, all outstanding options shall be subject to the agreement of merger or reorganization. Such agreement shall provide for (a) the continuation of outstanding options by eGain, if eGain is the surviving corporation, (b) the assumption of the outstanding options by the surviving corporation or its parent or subsidiary, (c) the substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding options, (d) immediate vesting or exercisability and accelerated expiration of the outstanding options, or (e) settlement of the full value of the outstanding options in cash or cash equivalents followed by cancellation of such awards.

California Law Compliance. The 2005 Management Plan contains provisions designed to make such Plan comply with the requirements of the California Corporations Code.

Summary of Federal Income Tax Consequences

The information set forth below is a summary only and does not purport to be complete. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any recipient may depend on his or her particular situation, each recipient should consult the recipient’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of an option or the disposition of stock acquired as a result of an option. The 2005 Management Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. eGain’s ability to realize the benefit of any tax deductions described below depends on eGain’s generation of taxable income.

Nonstatutory Stock Options. Generally, there is no taxation upon the grant of an NSO where the option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. On exercise, an optionee will recognize ordinary income equal to the excess, if any, of the fair market value on the

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date of exercise of the stock over the exercise price. If the optionee is employed by eGain or any subsidiary, that income will be subject to withholding tax. The optionee’s tax basis in those shares will be equal to their fair market value on the date of exercise of the option and the optionee’s capital gain holding period for those shares will begin on that date.

Tax Effect for our Company

Equity Compensation Plan Information

For a summary of our equity compensation plans as of August 24, 2021, see “Proposal 1 — Equity Compensation Plan Information”.

Plan Benefits

For further information, see “Executive Compensation — 2020 Summary Compensation Table.”

The number of awards that an Officer may receive under the 2005 Management Plan is in the discretion of the administrator and therefore cannot be determined in advance.

Required Vote

Confirmation of approval and ratification of the First Amendment to the 2005 Management Plan and the approval of the Second Amendment to the 2005 Management Plan requires the affirmative vote of a majority of the shares present at the Special Meeting in person or by proxy. Unless marked to the contrary, proxies received will be voted “FOR” the confirmation of the stockholders’ prior approval and ratification of the amendment and restatement of the 2005 Management Plan, and further amendment and restatement of the 2005 Management Plan.

The Board of Directors recommends a vote “FOR” the confirmation of the stockholders’ prior approval and ratification of the amendment and restatement of the 2005 Management Plan, and further amendment and restatement of the 2005 Management Plan.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial ownership of Common Stock of eGain as of August 24, 2021 for the following:

•

each person or entity who is known by eGain to own beneficially more than 5% of the outstanding shares of Common Stock;

•

each of our named executive officers included in the 2021 summary compensation table; and

•

each of eGain’s current directors and executive officers as a group.

Unless otherwise noted, the address of each named beneficial owner is that of eGain.

The percentage ownership is based on 31,242,104 shares of eGain Common Stock outstanding as of August 24, 2021. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Common Stock subject to options and warrants held by that person (and only that person) that are currently exercisable or exercisable within sixty (60) days after August 24, 2021. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. In addition to our Chief Executive Officer and Chief Financial Officer, we had only two additional named executive officers during fiscal year 2021.

Name and address of beneficial owner	Common Stock beneficially owned (Shares)	Common Stock beneficially owned (%)
Other 5% Stockholders:
Oaktop Capital Management II, L.P. (1)	2,536,843	8.1
The Vanguard Group (2)	1,752,806	5.6
Named executive officers and directors:
Ashutosh Roy (3)	8,962,883	28.3
Gunjan Sinha (4)	886,836	2.8
Promod Narang (5)	507,134	1.6
Eric Smit (6)	211,853	*
Christine Russell (7)	75,703	*
Phiroz P. Darukhanavala (8)	70,041	*
Brett Shockley (9)	40,969	*
All current executive officers and directors as a group: (7 persons)	10,755,419	34.4

Indicates less than one percent.

(1)

Based solely on a Schedule 13G filed on February 4, 2020. The mailing address of Oaktop Capital Management II, L.P. is One Main Street, Suite 202, Chatham, NJ 07928.

(2)

Based solely on a Schedule 13G filed on February 10, 2021. The Vanguard Group has shared voting power with respect to 27,573 shares and shared dispositive power with respect to 44,588 shares. The Vanguard Group has sole dispositive power with respect to 1,708,218 shares. The mailing address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(3)

All shares are held by Mr. Roy’s living trust, The Roy and Sharma Living Trust, and includes 395,833 shares subject to options exercisable within 60 days of August 24, 2021. Mr. Roy has sole voting and dispositive power over such shares.

(4)

Includes 70,041 shares subject to options exercisable within 60 days of August 24, 2021.

(5)

Includes 209,666 shares subject to options exercisable within 60 days of August 24, 2021.

(6)

Includes 82,666 shares subject to options exercisable within 60 days of August 24, 2021.

(7)

Consists of 75,703 shares subject to options exercisable within 60 days of August 24, 2021.

(8)

Consists of 70,041 shares subject to options exercisable within 60 days of August 24, 2021.

(9)

Includes 40,969 shares subject to options exercisable within 60 days of August 24, 2021.

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2020 Summary Compensation Table

The following table summarizes information concerning compensation earned by our Chief Executive Officer (principal executive officer) and our two other most highly compensated executive officers during the fiscal year ended June 30, 2020. These individuals are referred to as our “named executive officers.”

Name and principal position	Fiscal year		Salary ($)		Option awards ($) (1)		Non-equity incentive plan compensation ($) (2)	All other compensation ($) (3)	Total ($)
Ashutosh Roy		2020		250,008		36,869	—	—		286,877
Chief Executive Officer		2019		250,008		70,956	—	—		320,964
		2018		208,337		112,942	—	—		321,279
Eric Smit		2020		318,750		20,647	90,000	5,338		434,735
Chief Financial Officer		2019		269,792		40,336	75,000	3,552		388,680
		2018		250,000		79,927	30,000	5,750		365,677
Promod Narang		2020		306,250		20,646	90,000	5,700		422,596
Senior Vice President of Products and Engineering		2019		269,792		41,297	75,000	3,438		389,526
		2018		250,000		87,965	30,000	3,616		371,581

(1)

Amounts reported represent the compensation recognized for financial reporting purposes for fiscal year 2020, in accordance with ASC 718, Compensation — Stock Compensation, excluding forfeitures, utilizing the assumptions discussed in Note 6 to our consolidated financial statements in the 2020 Annual Report.

(2)

Reflects the amount approved by our Compensation Committee and Board of Directors as cash incentive to executive officers based upon satisfaction of the criteria established under our non-equity incentive plan and commission plan. See “Compensation Components — Annual Non-Equity Incentive Plan Compensation” for discussion.

(3)

Amounts reported for Mr. Smit and Mr. Narang represent 401(k) employer matching contribution and certain medical reimbursement.

Outstanding Equity Awards at Fiscal Year End

The following table provides information on the outstanding option awards held by each of our named executive officers as of June 30, 2020:

	Number of Securities Underlying Unexercised Options (#)			Option Exercise Price ($)	Option Expiration Date
Name	Exercisable	Unexercisable		Option Exercise Price ($)	Option Expiration Date
Ashutosh Roy	200,000		—	$ 5.28	02/28/2022	(1)
	137,500		62,500	$ 2.50	09/19/2027	(1)
Total	337,500		62,500
Eric Smit	67,000		—	$ 6.29	09/11/2024	(1)
	53,000		35,000	$ 2.50	09/19/2027	(1)
Total	120,000		35,000
Promod Narang	100,000		—	$ 6.29	09/11/2024	(1)
	77,000		35,000	$ 2.50	09/19/2027	(1)
Total	177,000		35,000

(1)

Shares vest in equal monthly installments over 4 years.

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Options Exercised During Fiscal Year 2020

Name (1)			Options exercised (#)			Value realized on exercise ($) (1)
Eric Smit			12,000			95,390

Equity Awards Issued Subsequent to Fiscal Year 2020

No equity awards were issued to either directors or officers subsequent to June 30, 2020 through the filing of this Proxy Statement.

Director Compensation

The non-employee members of the Board of Directors receive compensation in the form of annual cash compensation and equity compensation from time to time. Non-employee directors receive an annual fee of $50,000 in cash payable quarterly, and Mr. Shockley receives an additional annual fee of $10,000, payable quarterly, for his service as Lead Independent Director. eGain last granted options to purchase Common Stock to directors in September 2017, which options vest over four years. Directors are also reimbursed for their expenses for each meeting attended.

The following table details the compensation paid to non-employee directors during fiscal year 2020:

Name (1)	Fees earned or paid in cash ($)	Option awards ($) (2)	Total ($)
Gunjan Sinha	50,000	12,904	62,904
Phiroz P. Darukhanavala	50,000	12,904	62,904
Brett Shockley	60,000	11,483	71,483
Christine Russell	50,000	10,029	60,029

(1)

Mr. Roy, eGain’s Chief Executive Officer and Chairman of the Board, is not included in the table as he is an employee of eGain and received no compensation for his services as Chairman of the Board. The compensation received by Mr. Roy is shown in the 2020 Summary Compensation Table.

(2)

Amounts reported represent the compensation recognized for financial reporting purposes for fiscal year 2020, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation, excluding forfeitures, utilizing the assumptions discussed in Note 6 to our consolidated financial statements in the 2020 Annual Report.

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The following table provides information on the outstanding option awards for each of the non-employee directors as of June 30, 2020:

	Number of Securities Underlying Unexercised Options (#)		Option Exercised Price ($)	Option Expiration Date
Name	Exercisable	Unexercisable	Option Exercised Price ($)	Option Expiration Date
Gunjan Sinha	500	—	13.40	11/08/2023
	500	—	5.31	11/07/2024
	500	—	4.34	11/06/2025
	52,500	17,500	2.50	09/19/2027
Total	54,000	17,500
Phiroz P. Darukhanavala	25,000	—	1.50	02/03/2021
	500	—	4.42	11/12/2022
	500	—	13.40	11/08/2023
	500	—	5.31	11/07/2024
	500	—	4.34	11/06/2025
	52,500	17,500	2.50	09/19/2027
Total	79,500	17,500
Brett Shockley	26,694	15,573	2.50	09/19/2027
Total	26,694	15,573
Christine Russell	44,791	5,209	1.80	02/24/2027
	19,687	6,563	2.50	09/19/2027
Total	64,478	11,772

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RELATED PARTY TRANSACTIONS

Procedures for Approval of Related Party Transactions

It is eGain’s current policy that all transactions between eGain, on the one hand, and its officers, directors, 5% stockholders and affiliates, on the other hand, will be entered into only if these transactions are approved by a majority of the disinterested directors, are on terms no less favorable to eGain than could be obtained from unaffiliated parties and are reasonably expected to benefit eGain.

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STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING

Proposals of stockholders of eGain that are intended to be presented by such stockholders at the 2021 annual meeting of stockholders must have been received by the Secretary of eGain no later than June 29, 2021 to be included in eGain’s proxy statement and form of proxy relating to that meeting.

A stockholder proposal not included in the eGain proxy statement for the 2021 annual meeting of stockholders will be ineligible for presentation at the 2021 annual meeting of stockholders unless the stockholder gives timely notice of the proposal in writing to the Secretary of eGain at the principal executive offices of eGain and otherwise complies with the provisions of its Bylaws. To be timely, eGain’s Bylaws provide that eGain must have received the stockholder’s notice not less than 50 days or more than 75 days prior to the scheduled date of such meeting. However, if notice or prior public disclosure of the date of the annual meeting is given or made to stockholders less than 65 days prior to the meeting date, eGain must receive the stockholder’s notice by the close of business on the 15th day after the earlier of the day eGain mailed notice of the annual meeting date or provided such public disclosure of the meeting date. You can obtain a copy of our Bylaws by writing to the Secretary at 1252 Borregas Avenue, Sunnyvale, California 94089.

OTHER MATTERS

eGain knows of no other business that will be presented at the Special Meeting. If any other business is properly brought before the Special Meeting, it is intended that proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies.

eGain has adopted a process for mailing the Proxy Statement called “householding,” which has been approved by the SEC. Householding means that stockholders who share the same last name and address will receive only one copy of the proxy materials, unless eGain receives contrary instructions from any stockholder at that address. eGain will continue to mail a proxy card to each stockholder of record.

If you prefer to receive multiple copies of the Proxy Statement at the same address, additional copies will be promptly provided to you upon your request. If you are a stockholder of record, you may contact us by writing to Chief Financial Officer, eGain Corporation, 1252 Borregas Avenue, Sunnyvale, California 94089 or by calling (408) 636-4500. Eligible stockholders of record receiving multiple copies of the proxy materials can request householding by contacting eGain in the same manner. eGain has undertaken householding to reduce printing costs and postage fees, and we encourage you to participate.

If you are a beneficial owner, you may request additional copies of the Proxy Statement or you may request householding by notifying your broker, bank or nominee.

Current and prospective investors can also access free copies of the Proxy Statement and other financial information on our Investor Relations section of our web site at http://www.egain.com/company/investors/.

Whether you intend to be present at the Special Meeting or not, we urge you to return your signed proxy promptly.

By order of the Board of Directors,

Ashutosh Roy
Chief Executive Officer

August 30, 2021

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Appendix A

eGAIN CORPORATION

AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN

(As amended through August 25, 2021)

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Table of Contents

						Page
	SECTION 1. ESTABLISHMENT AND PURPOSE.					A-1
	SECTION 2. DEFINITIONS.					A-1
	(a) “Affiliate”					A-1
	(b) “Award”					A-1
	(c) “Award Agreement”					A-1
	(d) “Board of Directors” or “Board”					A-1
	(e) “Change in Control”					A-1
	(f) “Code”					A-2
	(g) “Committee”					A-2
	(h) “Company”					A-2
	(i) “Consultant”					A-2
	(j) “Employee”					A-2
	(k) “Exchange Act”					A-2
	(l) “Exercise Price”					A-2
	(m) “Fair Market Value”					A-2
	(n) “ISO”					A-2
	(o) “Nonstatutory Option” or “NSO”					A-3
	(p) “Option”					A-3
	(q) “Outside Director”					A-3
	(r) “Parent”					A-3
	(s) “Participant”					A-3
	(t) “Performance Based Award”					A-3
	(u) “Plan”					A-3
	(v) “Purchase Price”					A-3
	(w) “Restricted Share”					A-3
	(x) “SAR”					A-3
	(y) “Service”					A-3
	(z) “Share”					A-3
	(aa) “Stock”					A-3
	(bb) “Stock Unit”					A-3
	(cc) “Subsidiary”					A-3
	(dd) “Total and Permanent Disability”					A-3
	SECTION 3. ADMINISTRATION.					A-3
	(a) Committee Composition					A-3
	(b) Committee for Non-Officer Grants					A-4
	(c) Committee Procedures					A-4
	(d) Committee Responsibilities					A-4
	SECTION 4. ELIGIBILITY.					A-5
	(a) General Rule					A-5

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	(b) Automatic Grants to Outside Directors					A-5
	(c) Ten-Percent Stockholders					A-5
	(d) Attribution Rules					A-6
	(e) Outstanding Stock					A-6
	SECTION 5. STOCK SUBJECT TO PLAN.					A-6
	(a) Basic Limitation					A-6
	(b) Section 162(m)Award Limitation					A-6
	(c) Additional Shares					A-6
	(d) Substitution and Assumption of Awards					A-6
	SECTION 6. RESTRICTED SHARES.					A-6
	(a) Restricted Share Award Agreement					A-6
	(b) Payment for Awards					A-7
	(c) Vesting					A-7
	(d) Voting and Dividend Rights					A-7
	(e) Restrictions on Transfer of Shares					A-7
	SECTION 7. TERMS AND CONDITIONS OF OPTIONS.					A-7
	(a) Stock Option Award Agreement					A-7
	(b) Number of Shares					A-7
	(c) Exercise Price					A-7
	(d) Withholding Taxes					A-7
	(e) Exercisability and Term					A-7
	(f) Exercise of Options					A-8
	(g) Effect of Change in Control					A-8
	(h) No Rights as a Stockholder					A-8
	(i) Modification, Extension and Renewal of Options					A-8
	(j) Restrictions on Transfer of Shares					A-8
	SECTION 8. PAYMENT FOR SHARES.					A-8
	(a) General Rule					A-8
	(b) Surrender of Stock					A-8
	(c) Services Rendered					A-8
	(d) Cashless Exercise					A-9
	(e) Exercise/Pledge					A-9
	(f) Net Exercise					A-9
	(g) Promissory Note					A-9
	(h) Other Forms of Payment					A-9
	(i) Limitations under Applicable Law					A-9
	SECTION 9. STOCK APPRECIATION RIGHTS.					A-9
	(a) SAR Award Agreement					A-9
	(b) Number of Shares					A-9
	(c) Exercise Price					A-9
	(d) Exercisability and Term					A-9

TABLE OF CONTENTS

	(e) Effect of Change in Control					A-10
	(f) Exercise of SARs					A-10
	(g) Modification, Extension or Assumption of SARs					A-10
	SECTION 10. STOCK UNITS.					A-10
	(a) Stock Unit Award Agreement					A-10
	(b) Payment for Awards					A-10
	(c) Vesting Conditions					A-10
	(d) Voting and Dividend Rights					A-10
	(e) Form and Time of Settlement of Stock Units					A-10
	(f) Death of Participant					A-11
	(g) Creditors’ Rights					A-11
	SECTION 11. ADJUSTMENT OF SHARES.					A-11

SEC Form DEF 14A filed by eGain Corporation