1998 Employee Stock Purchase Plan

Actionpoint, Inc.

1998 Employee Stock Purchase Plan

Adopted Effective July 1, 1998

Amended and Restated Effective March 7, 2000

TABLE OF CONTENTS

Page

SECTION 1. PURPOSE OF THE PLAN

SECTION 2. ADMINISTRATION OF THE PLAN

(a) Committee Composition

(b) Committee Responsibilities

SECTION 3. ENROLLMENT AND PARTICIPATION

(a) Offering Periods

(b) Accumulation Periods

(c) Enrollment

(d) Duration of Participation

(e) Applicable Offering Period

SECTION 4. EMPLOYEE CONTRIBUTIONS

(a) Frequency of Payroll Deductions

(b) Amount of Payroll Deductions

(c) Changing Withholding Rate

(d) Discontinuing Payroll Deductions

(e) Limit on Number of Elections

SECTION 5. WITHDRAWAL FROM THE PLAN

(a) Withdrawal

(b) Re-Enrollment After Withdrawal

SECTION 6. CHANGE IN EMPLOYMENT STATUS

(a) Termination of Employment

(b) Leave of Absence

(c) Death

SECTION 7. PLAN ACCOUNTS AND PURCHASE OF SHARES

(a) Plan Accounts

(b) Purchase Price

(c) Number of Shares Purchased

(d) Available Shares Insufficient

(e) Issuance of Stock

(f) Unused Cash Balances

(g) Stockholder Approval

SECTION 8. LIMITATIONS ON STOCK OWNERSHIP

(a) Five Percent Limit

(b) Dollar Limit

SECTION 9. RIGHTS NOT TRANSFERABLE

SECTION 10. NO RIGHTS AS AN EMPLOYEE

SECTION 11. NO RIGHTS AS A STOCKHOLDER

SECTION 12. SECURITIES LAW REQUIREMENTS.

SECTION 13. STOCK OFFERED UNDER THE PLAN

(a) Authorized Shares

(b) Anti-Dilution Adjustments

(c) Reorganizations

SECTION 14. AMENDMENT OR DISCONTINUANCE

SECTION 15. DEFINITIONS

(a) Accumulation Period

(b) Board

(c) Code

(d) Committee

(e) Company

(f) Compensation

(g) Corporate Reorganization

(h) Eligible Employee

(i) Exchange Act

(j) Fair Market Value

(k) Offering Period

(l) Participant

(m) Participating Company

(n) Plan

(o) Plan Account

(p) Purchase Price

(q) Stock

(r) Subsidiary

SECTION 15. EXECUTION


Actionpoint, Inc.
1998 Employee Stock Purchase Plan PURPOSE OF THE PLAN.

The Plan was adopted by the Board on March 25, 1998, effective as of July 1, 1998. The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify under section 423 of the Code. ADMINISTRATION OF THE PLAN.

Committee Composition . The Plan shall be administered by the Committee. The Committee shall consist exclusively of one or more directors of the Company, who shall be appointed by the Board.

Committee Responsibilities . The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee's determinations under the Plan shall be final and binding on all persons. ENROLLMENT AND PARTICIPATION.

Offering Periods . While the Plan is in effect, two overlapping Offering Periods shall commence in each calendar year. The Offering Periods shall consist of the 24-month periods commencing on each January 1 and July 1.

Accumulation Periods . While the Plan is in effect, two Accumulation Periods shall commence in each calendar year. The Accumulation Periods shall consist of the six-month periods commencing on each January 1 and July 1.

Enrollment . Any individual who, on the day preceding the first day of an Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by executing the enrollment form prescribed for this purpose by the Committee. The enrollment form shall be filed with the Company at the prescribed location not later than 10 days prior to the commencement of such Offering Period.

Duration of Participation . Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she ceases to be an Eligible Employee, withdraws from the Plan under Section 5(a) or reaches the end of the Accumulation Period in which his or her employee contributions were discontinued under Section 4(d) or 8(b). A Participant who discontinued employee contributions under Section 4(d) or withdrew from the Plan under Section 5(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (c) above. A Participant whose employee contributions were discontinued automatically under Section 8(b) shall automatically resume participation at the beginning of the earliest Accumulation Period ending in the next calendar year, if he or she then is an Eligible Employee.

Applicable Offering Period . For purposes of calculating the Purchase Price under Section 7(b), the applicable Offering Period shall be determined as follows:

Once a Participant is enrolled in the Plan for an Offering Period, such Offering Period shall continue to apply to him or her until the earliest of (A) the end of such Offering Period, (B) the end of his or her participation under Subsection (d) above or (C) re-enrollment for a subsequent Offering Period under Paragraph (ii) or (iii) below.

In the event that the Fair Market Value of Stock on the last trading day before the commencement of the Offering Period for which the Participant is enrolled is higher than on the last trading day before the commencement of any subsequent Offering Period, the Participant shall automatically be re-enrolled for such subsequent Offering Period.

Any other provision of the Plan notwithstanding, the Company (at its sole discretion) may determine prior to the commencement of any new Offering Period that all Participants shall be re-enrolled for such new Offering Period.

When a Participant reaches the end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be re-enrolled for the Offering Period that commences immediately after the end of the prior Offering Period. EMPLOYEE CONTRIBUTIONS.

Frequency of Payroll Deductions . A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions. Payroll deductions, as designated by the Participant pursuant to Subsection (b) below, shall occur on each payday during participation in the Plan.

Amount of Payroll Deductions . An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee's Compensation, but not less than 1% nor more than 10%.

Changing Withholding Rate . If a Participant wishes to change the rate of payroll withholding, he or she may do so by filing a new enrollment form with the Company at the prescribed location at any time. The new withholding rate shall be effective as soon as reasonably practicable after such form has been received by the Company. The new withholding rate shall be a whole percentage of the Eligible Employee's Compensation, but not less than 1% nor more than 10%.

Discontinuing Payroll Deductions . If a Participant wishes to discontinue employee contributions entirely, he or she may do so by filing a new enrollment form with the Company at the prescribed location at any time. Payroll withholding shall cease as soon as reasonably practicable after such form has been received by the Company. (In addition, employee contributions may be discontinued automatically pursuant to Section 8(b).) A Participant who has discontinued employee contributions may resume such contributions by filing a new enrollment form with the Company at the prescribed location. Payroll withholding shall resume as soon as reasonably practicable after such form has been received by the Company.

Limit on Number of Elections . No Participant shall make more than two elections under Subsection (c) or (d) above during any Accumulation Period. WITHDRAWAL FROM THE PLAN.

Withdrawal . A Participant may elect to withdraw from the Plan by filing the prescribed form with the Comp ...