0000909276-02-000038 Sample Contracts

Captiva Software Corporation
Incentive Plan Stock Option Agreement • August 16th, 2002 • Actionpoint Inc • Services-prepackaged software

Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Captiva Software Corporation (the "Company") has granted you an option under its 2002 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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CAPTIVA SOFTWARE CORPORATION FORM OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 16th, 2002 • Actionpoint Inc • Services-prepackaged software • California

AGREEMENT made as of this _____ day of ________, 20__, by and among Captiva Software Corporation, a California corporation (the "Corporation"), __________, the holder of a stock option (the "Optionee") under the Corporation's Amended and Restated Stock Option/Stock Issuance Plan and ____________________, the Optionee's spouse.

CAPTIVA SOFTWARE CORPORATION STOCK OPTION AGREEMENT RECITALS AGREEMENT
Stock Option Agreement • August 16th, 2002 • Actionpoint Inc • Services-prepackaged software • California

Grant of Option. Subject to and upon the terms and conditions set forth in this Agreement, the Corporation hereby grants to Optionee, as of the grant date (the "Grant Date") specified in the accompanying Notice of Grant of Stock Option (the "Grant Notice"), a stock option to purchase up to that number of shares of the Corporation's Common Stock (the "Option Shares") as is specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term at the option price per share (the "Option Price") specified in the Grant Notice. Option Term. This option shall have a maximum term of ten (10) years measured from the Grant Date and shall expire at the close of business on the expiration date (the "Expiration Date") specified in the Grant Notice, unless sooner terminated in accordance with Paragraph 5, 6 or 18. Limited Transferability. This option shall be neither transferable nor assignable by Optionee other than by will or by the laws of descent and distr

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