On January 7, 2013 the Board of Directors of Responsys, Inc. (the "Company") approved the terms of a Change of Control Severance Plan (the "Change of Control Plan"). Pursuant to the terms of the Change of Control Plan, executive officers and other employees designated by the Company from time to time will be eligible to participate (each a "Participant" and collectively the "Participants"). The initial Participants in the Change of Control Plan include the Company's executive officers, which includes the Company's "named executive officers." The Company will enter into a change of control severance agreement with each Participant. The form of agreement is filed herewith as attached hereto as Exhibit 99.02.

Under the Change of Control Plan, in the event of a qualifying termination in connection with a Change of Control (as defined below) and contingent upon the participant's execution and non-revocation of a binding separation and release agreement, the Participant will be entitled to receive (1) a lump sum cash payment in an amount equal to six months of such Participant's annual base salary as in effect immediately prior to the Change of Control, (2) accelerated vesting of 50% of such Participant's unvested equity awards immediately prior to the qualifying termination, and (3) reimbursement of premiums paid for continuation coverage for six months pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985.

A "Change of Control" shall be deemed to have occurred if any one of the following events shall have occurred: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange 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; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
(iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which 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 its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation or (iv) any other transaction which qualifies as a "corporate transaction" under Section 424(a) of the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company).

The Change of Control Plan has a term of three years from the date it was adopted by the Company with automatic three year extensions, unless the Company gives notice of non-renewal or unless a Change in Control has occurred prior to its termination.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 5.02.

(d) Exhibits.

Number     Description

99.01      Responsys, Inc. Summary of Terms of Change of Control Severance Plan,
           adopted January 7, 2013

99.02      Form of Change of Control Severance Agreement