EXHIBIT 10.17

                                UNICA CORPORATION
              COMPENSATORY ARRANGEMENTS WITH NON-EMPLOYEE DIRECTORS
                   (as amended and restated on July 31, 2006)

      The Board of Directors (the "Board") of Unica Corporation (the "Company")
has approved compensation arrangements for directors who are not also employees
of the Company or any of its subsidiaries ("Outside Directors") effective as of
the closing of the Company's initial public offering of common stock (the "IPO
Date"). Pursuant to these arrangements, each of the Outside Directors is
entitled to the following:

      (a)   a monthly retainer fee of $1,250;

      (b)   an additional monthly retainer fee of $250 with respect to each
            membership of such Outside Director on the Audit Committee,
            Compensation Committee, or Nominating and Corporate Governance
            Committee of the Board (or any successor committee to any of such
            committees); and

      (c)   the grant, as of each annual stockholder meeting (commencing with
            the annual stockholder meeting in 2006), of an option that (i) is
            exercisable to purchase 15,000 shares of common stock, (ii) has an
            exercise price equal to the fair market value on the grant date,
            (iii) vests in full as of the immediately succeeding annual
            stockholder meeting and (iv) terminates upon the earlier of three
            months after the final date on which the Outside Director is a
            member of the Board and six years after the grant date (provided
            that all options granted to Outside Directors as of the annual
            stockholder meeting in 2006 shall terminate upon the earlier of
            three months after the final date on which the Outside Director is a
            member of the Board an ten years after the grant date). In the case
            of any Outside Director who first joins the Board after the IPO
            Date, an option shall be granted to such Outside Director on the
            date on which such Outside Director first joins the Board, which
            option (i) shall be exercisable to purchase a number of shares of
            common stock equal to 1,250 multiplied by the number of months
            (rounded to the nearest month) in the period from the grant date
            until the next scheduled annual stockholder meeting (or, if the next
            annual stockholder meeting has not been scheduled as of the grant
            date, the anniversary of the last annual stockholder meeting), (ii)
            shall have an exercise price equal to the fair market value on the
            grant date, (iii) shall vest in full as of the immediately
            succeeding annual stockholder meeting, and (iv) shall terminate upon
            the earlier of three months after the final date on which the
            Outside Director is a member of the Board and six years after the
            grant date.

      In addition, the Chair of the Audit Committee of the Board is entitled to
      receive:

      (1)   a monthly retainer fee of $166.67, in addition to the $250 monthly
            retainer fee payable for the Chair's membership on the Audit
            Committee pursuant to clause (b) above;

      (2)   the grant, as of each annual stockholder meeting (commencing with
            the annual stockholder meeting in 2006), of an option that (i) is
            exercisable to purchase 5,000 shares of common stock, (ii) has an
            exercise price equal to the fair market value on the grant date,
            (iii) vests in full as of the immediately succeeding annual
            stockholder meeting and (iv) terminates upon the earlier of three
            months after the final date on which such individual is a member of
            the Board and the sixth anniversary of the grant date (provided that
            all options granted to the Chair of the Audit Committee of the Board
            as of the annual stockholder meeting in 2006 shall terminate upon
            the earlier of three months after the final date on which the
            Outside Director is a member of the Board and ten years after the
            grant date); and

      (3)   in the case of any Outside Director who first becomes Chair of the
            Audit Committee after the IPO Date, the grant, on the date on which
            such Outside Director first becomes such Chair, of an additional
            option that (i) is exercisable to purchase a number of shares of
            common stock equal to 416 multiplied by the number of months
            (rounded to the nearest month) in the period from the grant date
            until the next scheduled annual stockholder meeting (or, if the next
            annual stockholder meeting has not been scheduled as of the grant
            date, the anniversary of the last annual stockholder meeting), (ii)
            has an exercise price equal to the fair market value on the grant
            date, (iii) vests in full as of the immediately succeeding annual
            stockholder meeting, and (iv) terminates upon the earlier of three
            months after the final date on which such individual is a member of
            the Board and the sixth anniversary of the grant date.

      All retainer fees will be paid quarterly in arrears, with fees earned
during a fiscal quarter being paid during the first month of the immediately
succeeding quarter.



      All references above to numbers of shares of common stock give effect to
the reverse split of the common stock effected on May 18, 2005, but are subject
to equitable adjustment in the event of any subsequent stock split, stock
dividend or similar event.

      Any director who is an employee of the Company or any of its subsidiaries
shall not receive any additional compensation for serving as a member of the
Board or any of its committees.