Software & Programming

IPASS INC
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EX-10.1
7


                                                                    Exhibit 10.1

                                   iPASS INC. 

                           2003 EQUITY INCENTIVE PLAN

                            ADOPTED: JANUARY 15, 2003

                 APPROVED BY STOCKHOLDERS: _______________, 2003
                       TERMINATION DATE: JANUARY 14, 2013

1.       PURPOSES.

         (a)      ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to

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VIZACOM INC
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GSE SYSTEMS INC
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Exhibit-10.8
2
LONG TERM INCENTIVE PLAN

   1



                                GSE SYSTEMS, INC.                  EXHIBIT 10.8

                                   FORM 10-K

                      FOR THE YEAR ENDED DECEMBER 31, 1996



                               GSE SYSTEMS, INC.
                         1995 LONG-TERM INCENTIVE PLAN
                      (As Amended through February 12, 1997)


1.  DEFINITIONS

             
_____________

Exhibit-10.8
2
LONG TERM INCENTIVE PLAN

   1



                                GSE SYSTEMS, INC.                 EXHIBIT 10.8

                                   FORM 10-K

                      FOR THE YEAR ENDED DECEMBER 31, 1996



                               GSE SYSTEMS, INC. 
                         1995 LONG-TERM INCENTIVE PLAN
                      (As Amended through February 12, 1997)


1.  DEFINITIONS

             In this Plan, except where the context otherwise indicates, the
following definitions apply:

             1.1.  "Agreement" 
_____________

Exhibit-10.8
2
LONG TERM INCENTIVE PLAN

   1



                                GSE SYSTEMS, INC.                  EXHIBIT 10.8

                                   FORM 10-K

                      FOR THE YEAR ENDED DECEMBER 31, 1996



                               GSE SYSTEMS, INC.
                         1995 LONG-TERM INCENTIVE PLAN
                      (As Amended through February 12, 1997)


1.  DEFINITIONS

             
_____________

Exhibit-10.8
2
LONG TERM INCENTIVE PLAN

   1



                                GSE SYSTEMS, INC.                 EXHIBIT 10.8

                                   FORM 10-K

                      FOR THE YEAR ENDED DECEMBER 31, 1996



                               GSE SYSTEMS, INC. 
                         1995 LONG-TERM INCENTIVE PLAN
                      (As Amended through February 12, 1997)


1.  DEFINITIONS

             In this Plan, except where the context otherwise indicates, the
following definitions apply:

             1.1.  "Agreement" 
_____________

APPIANT TECHNOLOGIES INC
_____________

BORLAND SOFTWARE CORP
_____________

BROADVISION, INC.

2000 NON-OFFICER EQUITY INCENTIVE PLAN

ADOPTED ON FEBRUARY 8, 2000
STOCKHOLDER APPROVAL NOT REQUIRED
AMENDED BY THE BOARD OF DIRECTORS ON SEPTEMBER 11, 2002

Reflects the three-for-one stock split effected February 22, 2000 and the
one-for-nine reverse stock split effected July 29, 2002

1.     PURPOSES.

        (a)   The purpose of the Plan is to provide a means by which selected Employees of and Consultants to the Company and its Affiliates who are not Officers or Directors may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Nonstatutory Stock Options, (ii) stock bonuses and (iii) rights to purchase restricted stock, all as described below. The Plan is also intended to provide a means by which the Company may grant options to persons not previously employed by the Company as an inducement essential to those persons entering employment contracts with the Company. Such "inducement grants" may be made to any Employee, including persons who ultimately are employed by the Company as Officers.

        (b)   The Company, by means of the Plan, seeks to retain the services of persons who are now Employees or Consultants, to secure and retain the services of new Employees and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

        (c)   The Company intends that the Stock Awards issued under the Plan shall be, in the discretion of the Board or any Committee to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c), either (i) Nonstatutory Stock Options granted pursuant to Section 6 hereof or (ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7 hereof.

2.     DEFINITIONS.

        (a)   "Affiliate" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f) respectively, of the Code.

        (b)   "Board" means the Board of Directors of the Company.

        (c)   "Code" means the Internal Revenue Code of 1986, as amended.

        (d)   "Committee" means a Committee appointed by the Board in accordance with subsection 3(c) of the Plan.

        (e)   "Company" means BroadVision, Inc., a Delaware corporation.

        (f)    "Consultant" means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services and who is compensated for such services; provided that the term "Consultant" shall not include Directors.

        (g)   "Continuous Service" (formerly "Continuous Status as an Employee, Director or Consultant") means that the Participant's service with the Company or an Affiliate, whether as an Employee, Officer, Director or Consultant, is not interrupted or terminated. The Participant's Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Officer, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant's Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director of the Company will

not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.

        (h)   "Director" means a member of the Board.

        (i)    "Employee" means any person employed by the Company or any Affiliate of the Company; provided that except as provided below, Officers and Directors of the Company shall not be considered Employees for purposes of the Plan. Notwithstanding the foregoing, an Officer shall be considered an Employee for purposes of the grant under this Plan of a Stock Award to that Officer as an inducement essential to such Officer's entering into an employment contract with the Company if such Officer was not an Employee of the Company immediately prior to the date on which such Stock Award is granted.

        (j)    "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        (k)   "Fair Market Value" means, as of any date, the value of the Common Stock of the Company determined as follows:

        (i)    If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National Market of The Nasdaq Stock Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable.




        (ii)   If the Common Stock is quoted on The Nasdaq Stock Market (but not on the National Market thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a share of Common Stock shall be the mean between the bid and asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable.




        (iii)  In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Board.

        (d)   "Non-Employee Director" means a Director of the Company who either (i) is not a current Employee or an officer (within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act ("Regulation S-K")), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K or (ii) is otherwise considered a "non-employee director" for purposes of Rule 16b-3.

        (e)   "Nonstatutory Stock Option" means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

        (f)    "Officer" means a person who is an officer of the Company, including any corporate officer with a title of Vice President or above or any other Employee of the Company whom the Board or the Committee classifies as an "Officer."

        (g)   "Option" means a stock option granted pursuant to the Plan.

        (h)   "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

INTUIT INC.

2002 EQUITY INCENTIVE PLAN

As Amended Through July 30, 2003

     1.     PURPOSE. The purpose of the Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company its Parent or Subsidiaries by offering them an opportunity to participate in the Companys future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 23.

     2.     SHARES SUBJECT TO THE PLAN.

               2.1      Number of Shares Available. Subject to Sections 2.2 and 18, the following number of Shares are available for grant and issuance under the Plan: (a) 12,850,000 Shares, plus (b) 1,900,000 Shares resulting from authorized shares not issued or subject to outstanding grants under the Companys 1993 Equity Incentive Plan (the Prior Plan) on the Effective Date (as defined in Section 19); plus (c) Shares that are subject to: (i) issuance upon exercise of an Option but cease to be subject to the Option for any reason other than exercise of the Option; (ii) an Award that otherwise terminates without Shares being issued; or (iii) are subject to an Award that is forfeited or are repurchased by the Company at the original issue price. No more than 10,000,000 shares shall be issued as ISOs. At all times the Company will reserve and keep available a sufficient number of Shares to satisfy the requirements of all outstanding Options granted under the Plan and all other outstanding but unvested Awards granted under the Plan.

               2.2      Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then (a) the number of Shares reserved for issuance under the Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options, (c) the number of Shares subject to other outstanding Awards, (d) the 10,000,000 maximum number of shares that may be issued as ISOs set forth in Section 2.1; (e) the 2,000,000 and 3,000,000 maximum number of shares that may be issued to an individual in any one calendar year set forth in Section 3; and (f) the annual 500,000 Share limit on the aggregate number of Shares that may be: (i) made subject to an Option granted at an Exercise Price of less than Fair Market Value on the date of grant, (ii) issued under the Plan as a Stock Bonus; and (iii) issued under the Plan as a Restricted Stock Award at a Purchase Price of less than Fair Market Value on the date the Award is made, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided that fractions of a Share will not be issued but will either be paid in cash at Fair Market Value, or will be rounded up to the nearest Share, as determined by the Committee; and provided further that the Exercise Price of any Option may not be decreased to below the par value of the Shares.

     3.     ELIGIBILITY. ISOs may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary. All other Awards may be granted to employees, officers, directors, consultants, independent contractors and advisors of the Company or any Parent or Subsidiary; provided that such consultants, contractors and advisors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. The Committee (or its designee under 4.1(c)) will from time to time determine and designate among the eligible persons who will be granted one or more Awards under the Plan. A person may be granted more than one Award under the Plan. However, no person will be eligible to receive more than 2,000,000 Shares in any calendar year under this Plan pursuant to the grant of Awards hereunder, other than new employees of the Company or of a Parent or Subsidiary (including new employees who are also officers and directors of the Company or any Parent or Subsidiary), who are eligible to receive up to a maximum of 3,000,000 Shares in the calendar year in which they commence their employment.


164089

RENAISSANCE LEARNING, INC.

1997 STOCK INCENTIVE PLAN

(Amended and Restated Effective April 16, 2003)

1.  Objectives.  The Renaissance Learning, Inc. 1997 Stock Incentive Plan is designed to attract and retain certain selected officers and key employees and non-employee directors and consultants whose skills and talents are important to the Companys operations, and reward them for making major contributions to the success of the Company.  These objectives are accomplished by making  awards under the Plan, thereby providing Participants with a proprietary interest in the growth and performance of the Company.

2.  Definitions.

(a)  Award shall mean the grant of any form of stock option, stock appreciation right, or stock award, whether granted singly, in combination or in tandem, to a Plan Participant pursuant to such terms, conditions, performance requirements, and limitations as the Board or Committee may establish in order to fulfill the objectives of the Plan.

(b)  Award Agreement shall mean an agreement between the Company and a Participant that sets forth the terms, conditions, performance requirements, and limitations applicable to an Award.

(c)  Board shall mean the Board of Directors of Renaissance Learning, Inc.

(d)  Cause shall mean termination of a Participants employment with the Company for (i) any failure of the Participant to substantially perform his duties with the Company (other than by reason of illness) which occurs after the Company has delivered to the Participant a demand for performance which specifically identifies the manner in which the Company believes the Participant has failed to perform his duties, (ii) the commission by the Participant of any act of dishonesty or disloyalty involving the Company or its business, or (iii) the conviction of the Participant of a felony or misdemeanor which, in the reasonable judgment of the Committee, is substantially related to the employees position with the Company.

(e)  Change in Control shall mean any of the following events:

i) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (a Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (a) the then outstanding shares of common stock of the Company (the Outstanding Company Common Stock) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (a) any acquisition directly from the Company, (b) any acquisition by the Company, (c) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, (d) any acquisition by any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) of subsection (iii) of this Section 2(e) or (e) any acquisition by a related person as defined below; or

ii)  individuals who, as of the date hereof, constitute the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys shareholders, was approved by a vote of at least a majority of the directors then constituting the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or

BROADVISION, INC.
2000 NON-OFFICER EQUITY INCENTIVE PLAN

ADOPTED ON FEBRUARY 8, 2000
STOCKHOLDER APPROVAL NOT REQUIRED
AMENDED BY THE BOARD OF DIRECTORS ON SEPTEMBER 11, 2002

Reflects the three-for-one stock split effected February 22, 2000 and the
one-for-nine reverse stock split effected July 29, 2002

1.                                      PURPOSES.

(a)                        &nb