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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 3


(Mark One)

|    |  |                                                                
|--- |  | ---------------------------------------------------------------
|[X] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|    |  | EXCHANGE ACT OF 1934                                           

For the fiscal year ended: December 31, 2002

OR

|      |  |                                                                    
|----- |  | -------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|      |  | EXCHANGE ACT OF 1934                                               

For the transition period from                    to                    .

Commission File Number: 000-25331



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CRITICAL PATH, INC.

(Exact name of Registrant as specified in its charter)


|                                         |  |                       
|---------------------------------------- |  | ----------------------
|California                               |  | 911788300             
|(State or other jurisdiction of          |  | (I.R.S. Employer      
|incorporation or organization)           |  | Identification Number)
|                                         |  |                       
|350 The Embarcadero                      |  | 94105                 
|San Francisco, California                |  | (zip code)            
|(address of principal executive offices) |  |                       

Registrants telephone number, including area code: (415) 541-2500

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Series C
Participating Preferred Stock Purchase Rights
(Title of Class)




Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes x   No o


Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  o

Indicate by check mark whether Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).   Yes x   No o

The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $77,690,340 as of June 28, 2002, based on the
closing price of the Common Stock as reported on the Nasdaq Stock Market for
that date.

There were 80,142,745 shares of the Registrants Common Stock issued and
outstanding on March 15, 2003.



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TABLE OF CONTENTS



|           |                                                                         |  |  |  |  |  |  | 
|---------- | ----------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III  
|           | Item 10. Directors and Executive Officers of the Registrant.           
|           | Item 11. Executive Compensation                                        
|           | Item 12. Security Ownership of Certain Beneficial Owners and Management
|           | Item 13. Certain Relationships and Related Party Transactions.         
|SIGNATURES



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CRITICAL PATH, INC.

INDEX

|         |  |                                                                                                |  |     
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                |  | Page
|         |  |                                                                                                |  |     
|         |  | PART III                                                                                       |  |     
|Item 10. |  | Directors and Executive Officers of the Registrant                                             |  |     
|Item 11. |  | Executive Compensation                                                                         |  |     
|Item 12. |  | Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters |  |     
|Item 13. |  | Certain Relationships and Related Party Transactions                                           |  |     

2



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EXPLANATORY NOTE

This amendment to the Companys Annual Report on Form 10-K for the year
ended December 31, 2002 reflects the addition of the information required by
Part III of the report. We have made no further changes to the previously filed
Form 10-K.




PART III




Item 10.Directors and Executive Officers of the Registrant.

Directors and Executive Officers

The executive officers, directors and other key employees of Critical Path
and their ages as of April 25, 2003 are as follows:

|                               |  |     |    |          |  |                                                                              
|------------------------------ |  | --- | -- | -------- |  | -----------------------------------------------------------------------------
|Name                           |  | Age |    | Position
|                               |  |     |    |         
|William E. McGlashan, Jr.      |  |     | 39 |          |  | Chairman of the Board and Chief Executive Officer                            
|Robert Allen (Al) Shipp        |  |     | 46 |          |  | President                                                                    
|Paul Bartlett                  |  |     | 42 |          |  | Chief Financial
Officer and Executive Vice President, Corporate Development  
|Bernard Harguindeguy           |  |     | 45 |          |  | Executive Vice President and Chief Marketing
Officer                         
|Patrick Tracy Currie           |  |     | 41 |          |  | Executive Vice President, Operations and General
Manager of Hosted Operations
|Michael J. Zukerman            |  |     | 43 |          |  | Senior Vice President, General Counsel and Secretary                         
|Menelaos (Michael) Serbinis    |  |     | 29 |          |  | Chief Technology Officer                                                     
|Barry Twohig                   |  |     | 36 |          |  | Senior Vice President, Engineering                                           
|The Honorable William S. Cohen |  |     | 62 |          |  | Director                                                                     
|Ross Dove(1)                   |  |     | 50 |          |  | Director                                                                     
|Raul Fernandez(2)              |  |     | 36 |          |  | Director                                                                     
|William E. Ford(1)(2)          |  |     | 41 |          |  | Director                                                                     
|Wm. Christopher Gorog          |  |     | 50 |          |  | Director                                                                     
|Steven R. Springsteel(1)       |  |     | 45 |          |  | Director                                                                     



|(1) |  | Member of the Audit Committee of the Board of Directors.       
|--- |  | ---------------------------------------------------------------
|   
|(2) |  | Member of the Compensation Committee of the Board of Directors.

William E. McGlashan, Jr.has served as a director and Chief Executive
Officer of the Company since December of 2001 and as Chairman of the Board since June 2002.
Mr. McGlashan joined the Company in April 2001 as our Interim President and
Chief Operating Officer. He was appointed Interim Chief Executive Officer in
August 2001. Prior to joining the Company, from 2000 to 2001, Mr. McGlashan served as the chief
executive officer and founder of the Vectis Group LLC, an investment company. Prior to his tenure at Vectis, he was a venture partner at
Whitney and Co., a venture capital firm, and was also the co-founder and
president of Pharmanex, a phyto-pharmaceutical company from 1995 to 2000. He
co-founded and served as chief executive officer of Generation Ventures, a firm
funded by Whitney & Co., from 1993 to 1995 and also co-founded and served as
president for TRADE, Inc. from 1991 to 1993. Prior to that, Mr. McGlashan was a
senior associate at Bain Capital from 1990 to 1991.

Robert
Allen (Al) Shipphas served as our President since October 2002. Prior
to joining Critical Path, Mr. Shipp served as our senior vice president of
worldwide field operations at Inktomi Corp. from October 2001 to September
2002. Prior to that he worked for BEA Systems from December 1999 to October
2001, most recently as president of the eCommerce Server Division. Prior to
that, he was at IBM for 17 years, most recently as vice president of sales,
western region from April 1998 to December 1999, and as vice president,
industry solutions sales from October 1997 to April 1998.

Paul Bartletthas served as our Chief Financial
Officer and Executive Vice President, Corporate Development since February 2003. In April 2002, he joined Critical Path as
Executive Vice President, Corporate Development. From June 2001 to April 2002,
Mr. Bartlett was an independent business consultant. From November 2000 to June
2001, Mr. Bartlett worked at Quintus Corporation from April 2000 to November
2000, serving as its chief executive officer and prior to that as its chief
operating officer. In 2001, Quintis Corporation filed a petition
under the Federal bankruptcy laws while Mr. Bartlett was serving
as its chief executive officer. From October 1996 to March 2000, Mr. Bartlett was president
and a director of Hall Kinion and Associates.

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Bernard
Harguindeguyhas served as our Executive Vice President and Chief
Marketing Officer since January 2002. Before joining Critical Path, from June
2000 to January 2002, Mr. Harguindeguy was an independent consultant serving
various technology companies. From December 1996 to September
1999, he served as chief executive officer of Worldtalk Communications
Corporation.

Patrick
Tracy Curriehas served as our Executive Vice President, Operations
and General Manager, Hosted Operations since November 2002 and prior to that
served as a consultant to the Company from July
2002. From December 2000 to July 2002, Mr. Currie founded and
served as president of CTD, LLC, a business consulting company providing
services to technology industry clients. Prior to his founding of CTD, from
September 2000 to November 2000, Mr. Currie headed a start-up venture called
MSP Holdings, funded by Thoma-Cressey Equity Partners. Prior to that from May
1996 to August 2000, Mr. Currie served as senior vice president of Tanning
Technology Corporation, a professional services firm.

Michael J. Zukermanhas served as our Senior Vice President, General
Counsel and Secretary since June 2001. From July 1999 to June 2001, he was
vice president of business development for Driveway Corporation, a
provider of web-based file storage services. Prior to that,
Mr. Zukerman was senior vice president of business development, general counsel and secretary at Sega.com, Inc.,
from October 1996 to June 1999. From 1989 to October 1996, Mr. Zukerman worked at Netopia, Inc. (formerly
Farallon Communications), where he last served as vice president and general
counsel. Prior to that, Mr. Zukerman was an attorney with Brobeck, Phleger &
Harrison LLP.

Menelaos (Michael) Serbinishas served as
our Chief Technology Officer since February 2001. Mr. Serbinis joined
Critical Path as its Chief Security Officer in March 2000 and served in this
capacity until February 2001. From November 1997 to March 2000, Mr. Serbinis
was the chief technology officer of The docSpace Company, which he co-founded
in November 1997. From September 1996 to October 1997, Mr. Serbinis was a
software engineer for Total Control, a subsidiary of General Electric. From
April 1996 to August 1996, Mr. Serbinis was responsible for search engine
engineering at Zip2 Corporation.

Barry Twohighas served as our Senior Vice President, Engineering since
October, 2002 and as Vice President, Messaging since November 2000, after
joining the Company as a result of the acquisition of ISOCOR
Corporation, where
he held Director of Engineering and other engineering management positions,
since February 1995. From August 1988 to January 1995, Mr. Twohig served in various roles at Retix
Corporation.

The Honorable William S. Cohenhas served as a director of the Company
since July 2002. Since January 2001, Secretary Cohen has served as the chairman and
chief executive officer of The Cohen Group, an international
strategic business consulting firm. From January
1997 to December 2000, Secretary Cohen served as the United States Secretary of
Defense. From 1979 to January 1997, Secretary Cohen served as the U.S. Senator
for the State of Maine. From 1973 to 1979, Secretary Cohen served as a U.S.
Representative from Maines Second Congressional District. Secretary Cohen also
serves as a director on the boards of Cendant Corporation, Viacom
Inc., the Nasdaq
Stock Market, Inc., IDT Corporation, and Head NV.

Ross
Dovehas served as a director of the Company since April 2003.
Since 1980, Mr. Dove has served as chairman and chief executive
officer of DoveBid, Inc.

Raul J. Fernandezhas served as a director of the Company since December
2001. Since January 2003, Mr.
Fernandez has held the position of Special Advisor to General Atlantic
Partners. From June 2001 to January 2003, Mr. Fernandez was the
chief executive officer of Dimension Data North America. He had been appointed
to the board of directors of Dimension Data Holdings Group in September 2001
following the Groups acquisition of Proxicom Corporation, which directorship
terminated in July 2002. Prior to that, Mr. Fernandez was the founder and chief
executive officer of Proxicom serving since his founding of the Company in
1991. Mr. Fernandez is also a member of the Board of Directors of Liz
Claiborne, Inc.

William E. Fordhas served as a director of the Company since December
2001. Mr. Ford is a managing member of General Atlantic Partners LLC, a
worldwide private equity firm, where he has worked since 1991.
Mr. Ford has served in various executive positions with several
entities that form part of General Atlantics investment group. From 1987 to
1991, Mr. Ford worked at Morgan Stanley & Co. as an investment banker, where he
was a member of the merger and acquisition and corporate finance
departments. Mr. Ford also serves as a director on the boards of
Chordiant Software, Inc., Computershare Limited, E*TRADE Group, Inc.
and Soundview Technology Group, Inc.

Wm. Christopher Goroghas served as director of the Company since March
2003. He has been the chairman and chief executive officer of Roxio, Inc. since
September 2001 and served as the chief executive officer, president and as a
director since August 2000. From February 1999 to September 2000, Mr. Gorog
served as a consultant in the entertainment and media industry, including
serving as advisor to J.H. Whitney, an asset management company, in HOB
Entertainment, Inc.s acquisition of Universal Concerts. From November 1995 to
February 1999, Mr. Gorog served as president of new business development at
Universal Studios, an entertainment company. From January 1995 to November
1995, Mr. Gorog served as executive vice president of group operations at
Universal Studios.

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Steven R. Springsteelhas served as director of the Company since April
2003. Mr. Springsteel has been senior vice president of finance and
administration and chief financial officer of Verity, Inc., a provider of
enterprise software, since January 2003. From November 2001 to January 2003,
Mr. Springsteel was executive vice president, finance and administration, and
chief financial officer of Sagent Technology, Inc., an enterprise business
intelligence software company. He remains a director of Sagent Technology,
Inc. Prior to joining Sagent Technology, Inc., he was chief operating officer
and chief financial officer of NOCpulse, a provide of operation support system
technology from 2000 to 2001. From 1996 to 2000, Mr. Springsteel served as
executive vice president and chief financial officer of Chordiant Software.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), requires the Companys directors, executive officers and
holders of more than 10% of the Companys Common Stock to file with the
Securities and Exchange Commission (the SEC) initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. To its knowledge, the Company believes that during the fiscal year
ended December 31, 2002, its officers, directors and holders of more than 10%
of the Companys Common Stock complied with all Section 16(a) filing
requirements with the exception of the following late filings:
Jeffrey Weber, a former director, failed to file a Form 4 to report the transfer of an option to buy Common Stock
which took place on February 12, 2003. In making this statement, the Company
has relied upon the written representations of its directors and officers.




Item 11. Executive Compensation

The following table summarizes all compensation earned by or paid to the
Named Executive Officers for services rendered in all capacities to Critical
Path during the fiscal years ended December 31, 2002, 2001 and 2000.

Summary Compensation Table for Last Three Fiscal Years

|                             |                                        |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  |              |           |  |  | 
|---------------------------- | -------------------------------------- | ---- | ---- | --------- |  | ----------- | ------------------- | --------------- | ------ | ------- | ------- | ------- |  |  | ------------ | ------- | ---------- |  | ------------ | --------- |  |  | 
|                             |                                        |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  | Long-Term    |           | 
|                             |                                        |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  | Compensation |           | 
|                             |                                        |      |      |           |  |             | Annual Compensation |                 | Awards |         |        
|                             |                                        |      |      |           |  |             |                     |                 |        |         |        
|                             |                                        |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  | Securities   |           |  |  | 
|                             |                                        |      |      |           |  |             |                     |                 |        |         |         |         |  |  | Other Annual |         | Underlying
|Name and Principal Position  |                                        | Year |      | Salary($) |  | Bonus($)(1) |                     | Compensation($) |        | Options
|                             |                                        |      |      |           |  |             |                     |                 |        |        
|William E. McGlashan, Jr.(2) |                                        |      | 2002 |           |  |             | 437,637             |                 |        |         |        |         |  |  |             |         |            |  | 1,000,000    |           |  | 
|                             | Chairman of the Board of Directors and |      |      | 2001      |  |             |                     | 189,000         |        |         |         | 500,000 |  |  |              |        |            |  |              | 4,013,000 |  |  | 
|                             | Chief Executive Officer                |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  |              |           |  |  | 
|Paul Bartlett (3)            |                                        |      | 2002 |           |  |             | 219,319             |                 |        |         |        |         |  |  |             |         |            |  | 750,000      |           |  | 
|                             | Chief Financial
Officer and Executive  |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  |              |           |  |  | 
|                             | Vice President, Corporate Development  |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  |              |           |  |  | 
|Bernard Harguindeguy (4)     |                                        |      | 2002 |           |  |             | 283,801             |                 |        |         | 100,000 |         |  |  | 13,673       | (5)     |            |  | 1,500,000    |           |  | 
|                             | Executive Vice President and Chief     |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  |              |           |  |  | 
|                             | Marketing Officer                      |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  |              |           |  |  | 
|Laureen DeBuono (6)          |                                        |      | 2002 |           |  |             | 624,000             |                 |        |         |        |         |  |  |             |         |            |  | 257,000      |           |  | 
|                             | Former Executive Vice President and    |      |      | 2001      |  |             |                     | 223,325         |        |         |         |        |  |  |              |        |            |  |              | 468,019   |  |  | 
|                             | Chief Financial Officer                |      |      |           |  |             |                     |                 |        |         |         |         |  |  |              |         |            |  |              |           |  |  | 
|Pierre Van Beneden(7)        |                                        |      | 2002 |           |  |             | 336,461             |                 |        |         |        |         |  |  | 32,322       | (8)     |            |  |             |           |  | 
|                             | Former President                       |      |      | 2001      |  |             |                     | 103,977         |        |         |         |        |  |  |              | 362,375 | (9)        |  |              | 2,500,000 | 
|David
Hayden(10)             |                                        |      | 2002 |           |  |             |                    |                 |        |         |        |         |  |  | 572,400      | (11)    |            |  |             |           |  | 
|                             | Former Executive Chairman              |      |      | 2001      |  |             |                     | 1               |        |         |         |        |  |  |              |        |            |  |              | 7,710,000 |  |  | 
|                             |                                        |      | 2000 |           |  |             | 124,455             |                 |        |         | 200,000 |         |  |  |             |         |            |  |             |           |  | 



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|(1) |  | The Company paid discretionary bonuses to certain of its officers in
fiscal 2002. In connection with certain employment agreements and
commission plans, the Company paid commissions in fiscal 2002 as noted
above.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(2)  |  | Upon joining the Company in April 2001, Mr. McGlashan received no
individual compensation in connection with his services to the Company as
interim Chief Operating Officer and President, but rather received
indirect compensation in connection with the various consulting and
transactional agreements the Company entered into with the Vectis Group
LLC, of which he is a principal and former chief executive officer. Vectis
received a total of approximately $1.1 million in retainer fees and
expense reimbursements and approximately $3.1 million in transactional
fees in the fiscal year ended 2001. Vectis received a total of
approximately $12,500 for expense reimbursement  in February 2002. In August 2001, Mr. McGlashan
accepted the position of interim Chief Executive Officer and entered into
a direct employment agreement with the Company for which his fiscal year
2001 and 2002 compensation amounts are noted. See also the sections of the
Form 10-KA entitled Transactions with Related Parties and Employment
Contracts and Termination of Employment and Change-in-Control
Arrangements.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(3)  |  | Mr. Bartlett joined the Company in April 2002 as Executive Vice
President, Corporate Development, and was appointed to the additional
role of Chief Financial Officer in February 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|(4)  |  | Mr. Harguindeguy joined the Company in 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|(5)  |  | Mr. Harguindeguy received $13,673 for the use of a corporate car.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|(6)  |  | Ms. DeBuono terminated service as Executive Vice President and Chief
Financial Officer in February 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|(7)  |  | Mr. Van Beneden terminated employment with the Company in October 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|(8)  |  | Mr. Van Beneden received $23,375 for the use of a corporate apartment and $8,947 for the use
of a corporate car.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(9)  |  | Mr. Van Beneden received a loan in the amount of $350,000 that was
forgiven over the first year of his employment with the Company and
received $12,375 for the use of a corporate apartment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(10) |  | Mr. Hayden resigned his employment with the Company and from the Board of
Directors in May 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(11) |  | In connection with a separation agreement finalized in July 2002, Mr.
Hayden received a lump sum separation payment of $350,000 plus applicable
taxes and reimbursement for $50,000 of legal fees incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Stock Options

The following table provides summary information concerning option grants
to the Named Executive Officers during 2002 and the potential realizable value
of the options held by each Named Executive Officer at the end of fiscal year
2002.

Option Grants in Fiscal Year 2002

|                          |  |                   |           |                     |  |              |     |            |  |       |      |                       |  |                          |            |  |  |  |           |  |  |  |           | 
|------------------------- |  | ----------------- | --------- | ------------------- |  | ------------ | --- | ---------- |  | ----- | ---- | --------------------- |  | ------------------------ | ---------- |  |  |  | --------- |  |  |  | --------- | 
|                          |  | Individual Grants |           | Aggregate Potential
|                          |  |                   |           | Realized Value at  
|                          |  | Number of         |           | Percentage of       |  |              |     |            |  |       |      |                       |  | Assumed Annual Rates of 
|                          |  | Securities        |           | Total Options       |  |              |     |            |  |       |      |                       |  | Stock Price Appreciation
|                          |  | Underlying        |           | Granted To          |  | Exercise or  |     |            |  |       |      | for Option Term(3)(4)
|                          |  | Options           |           | Employees in        |  | Base Price   |     | Expiration |  |      
|Name                      |  | Granted(#)(1)     |           | 2002(2)             |  | ($/Share)(3) |     | Date       |  | 5%($) |      | 10%($)               
|                          |  |                   |           |                     |  |              |     |            |  |       |      |                      
|William E. McGlashan, Jr. |  |                   | 1,000,000 | (5)                 |  |              | 4.8 |            |  |       | 1.74 |                       |  |                          | 05/08/2012 |  |  |  | 1,094,277 |  |  |  | 2,773,112 | 
|Paul Bartlett             |  |                   | 750,000   | (6)                 |  |              | 3.6 |            |  |       | 1.74 |                       |  |                          | 05/08/2012 |  |  |  | 820,708   |  |  |  | 2,079,834 | 
|Bernard Harguindeguy      |  |                   | 1,250,000 | (7)                 |  |              | 6.0 |            |  |       | 2.08 |                       |  |                          | 02/07/2012 |  |  |  | 1,635,126 |  |  |  | 4,143,730 | 
|                          |  |                   | 250,000   | (8)                 |  |              | 1.2 |            |  |       | 1.95 |                       |  |                          | 04/30/2012 |  |  |  | 306,586   |  |  |  | 776,950   | 
|Laureen DeBuono           |  |                   | 200,000   | (9)                 |  |              | 1.0 |            |  |       | 3.63 |                       |  |                          | 01/09/2012 |  |  |  | 456,578   |  |  |  | 1,157,057 | 
|                          |  |                   | 57,000    | (10)                |  |              | *   |            |  |       | 0.88 |                       |  |                          | 07/31/2012 |  |  |  | 31,545    |  |  |  | 177,145   | 
|Pierre Van Beneden        |  |                   |          |                     |  |              |    |            |  |       |     |                       |  |                          |           |  |  |  |          |  |  |  |          | 
|David Hayden              |  |                   |          |                     |  |              |    |            |  |       |     |                       |  |                          |           |  |  |  |          |  |  |  |          | 



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|* |  | less than 1%
|- |  | ------------

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|(1)  |  | Except where otherwise noted in the footnote below, these stock options
have a ten-year term, vesting ratably on a monthly basis, and become fully
vested on the fourth anniversary of the vesting start date.                                                                                                                                                                                                                                                                                                                                  
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(2)  |  | Based on options to purchase an
aggregate of 20,881,632 shares of Common
Stock granted during fiscal 2002 and vesting over various periods of time
based on continued employment and other performance metrics.                                                                                                                                                                                                                                                                                                                                 
|    
|(3)  |  | The exercise price is equal to fair market value that is the closing
price of the Companys Common Stock on the Nasdaq National Market on the
date prior to the date of grant.                                                                                                                                                                                                                                                                                                                                                                  
|    
|(4)  |  | The 5% and 10% assumed rates of appreciation are mandated by the rules of
the Securities and Exchange Commission and do not represent Critical
Paths estimate or projection of the future Common Stock price. There can
be no assurance that any of the values reflected in the table will be
achieved. Actual gains, if any, on stock option exercises will depend on
future performance of the Companys Common Stock, the officers continued
employment through applicable vesting periods and the date on which the
options are exercised.
|    
|(5)  |  | Mr. McGlashans option vests as to one-third of the underlying shares on
May 8, 2003 and monthly thereafter for three years.                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|(6)  |  | Mr. Bartletts option vests as to 93,750 shares on November 8, 2002 and
15,625 shares on December 8, 2002. The remaining 562,500 shares vest in
equal monthly installments from December 8, 2002 until December 8, 2005
and 78,125 shares vest in equal monthly installments from December 8, 2005
until May 8, 2006.                                                                                                                                                                                                                           
|    
|(7)  |  | Mr. Harguindeguys February 2, 2002 option vests as to one-eighth of the
underlying shares on July 22, 2002 and as to the remaining seven-eighths
of the underlying shares in equal monthly installments until January 22,
2006.                                                                                                                                                                                                                                                                                                                
|    
|(8)  |  | Mr. Harguindeguys April 30, 2002 option shall vest on April 30, 2012 or
earlier under certain circumstances.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(9)  |  | Ms. DeBuonos option was
fully vested upon grant. The grant date for
this option was January 9, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|(10) |  | Ms. DeBuonos option was
fully vested upon grant. The grant date for
this option was July 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                             

Fiscal Year End Option Values

The following table provides summary information concerning stock options
held as of December 31, 2002 by each of the Named Executive Officers. One of
the Named Executive Officers exercised options in 2002.

Aggregated Option Exercises in Last Fiscal Year And Fiscal Year-End Option Values

|                          |  |                |           |                |  |             |   |                               |  |                            |           |                         |  |  |           |  |  |  |         |  |  |  |        | 
|------------------------- |  | -------------- | --------- | -------------- |  | ----------- | - | ----------------------------- |  | -------------------------- | --------- | ----------------------- |  |  | --------- |  |  |  | ------- |  |  |  | ------ | 
|                          |  |                |           |                |  |             |   |                               |  | Number of                  |           |                         |  |  |           |  |  | 
|                          |  |                |           |                |  |             |   |                               |  | Securities Underlying      |           | Value of Unexercised   
|                          |  |                |           |                |  |             |   |                               |  | Unexercised Options        |           | In-the-Money Options at
|                          |  | Shares         |           |                |  |             |   | at Fiscal Year-End 2002(#)(1) |  | Fiscal Year-End 2002($)(2)
|                          |  | Acquired       |           | Value          |  |             |   |                              
|Name                      |  | On Exercise(#) |           | Realized($)(1) |  | Exercisable |   | Unexercisable                 |  | Exercisable                |           | Unexercisable          
|                          |  |                |           |                |  |             |   |                               |  |                            |           |                        
|William E. McGlashan, Jr. |  |                | 1,000,000 |                |  |             | 0 |                               |  |                            | 2,108,667 |                         |  |  | 1,904,333 |  |  |  | 110,000 |  |  |  | 55,000 | 
|Paul Bartlett             |  |                |          |                |  |             |  |                               |  |                            | 124,999   |                         |  |  | 625,001   |  |  |  |        |  |  |  |       | 
|Bernard Harguindeguy      |  |                |          |                |  |             |  |                               |  |                            | 286,458   |                         |  |  | 1,213,542 |  |  |  |        |  |  |  |       | 
|Laureen DeBuono           |  |                |          |                |  |             |  |                               |  |                            | 925,019   |                         |  |  |          |  |  |  | 34,000  |  |  |  |       | 
|Pierre Van Beneden        |  |                |          |                |  |             |  |                               |  |                            | 1,263,887 |                         |  |  | 55,556    |  |  |  |        |  |  |  |       | 
|David Hayden              |  |                |          |                |  |             |  |                               |  |                            | 6,197,256 |                         |  |  |          |  |  |  | 613,864 |  |  |  |       | 



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|(1) |  | The value realized is calculated by determining the difference between
the fair market value of the securities underlying the options and the
exercise price of the options at the time of exercise. For purposes of
this table, fair market value is deemed to be $0.51 per share, the closing
price of the Common Stock as reported on the Nasdaq National Market on
December 31, 2002. Calculations that result in a negative value
are reflected as no value realized in the above table.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The value of unexercised in-the-money options at fiscal year-end is based
on a price per share of $0.51, the closing price quoted on the Nasdaq
National Market on December 31, 2002, minus the exercise price.                                                                                                                                                                                                                                                                              

Compensation of Directors.

The Company reimburses each member of its Board of Directors for
out-of-pocket expenses incurred in connection with attending Board meetings. No
member of the Companys Board of Directors receives any additional cash
compensation for services rendered as a director. It has been the Boards
practice to grant non-employee directors a one time option to
purchase 300,000
shares of the Companys Common Stock at the time of joining the Board vesting
over a four year period. However, where warranted and deemed
to be in the best interests of the Company, the Company may grant additional
options to directors at the time of joining the Board, or from time to time
thereafter in connection with committee service or otherwise.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

In August 2001, William E. McGlashan, Jr. entered into an employment
agreement with the Company under which he was appointed interim Chief Executive
Officer. In January 2002 the agreement was amended and restated in its entirety
in connection with Mr. McGlashans appointment as Chief Executive Officer. The
employment agreement provides Mr. McGlashan, as the Companys Chief Executive
Officer, with an annual base salary of $450,000 per year. As an inducement to
enter into this agreement, Mr. McGlashan received a bonus of $500,000 and a
loan commitment in the amount of up to $4.0 million for the purchase of a
principal residence. However, in May 2002, the Compensation Committee of the
Board and Mr. McGlashan agreed to amend the employment agreement in order to
reduce the amount of the loan commitment to $1.5 million as further discussed
below. This loan has not yet been funded by the Company. Mr. McGlashan is also
eligible to receive an annual cash bonus of up to 200% of his base salary to be
paid at the end of each fiscal year beginning with the fiscal year ending
December 31, 2002.

In August 2001, Mr. McGlashan received an option to purchase
1,500,000 shares of the Companys Common Stock at an exercise
price of $0.40 per
share, which was fair market value at the time of grant. The option
vested one-third upon grant, one-third one
year from grant and one-third on December 31, 2004 or upon the earlier achievement of
positive EBITDA prior to June 30, 2002. In November 2001, Mr. McGlashan was
granted an option to purchase 813,000 shares at an exercise price of $1.13 per
share, which was fair market value at the time of grant, on the same terms and conditions and in the
same pro rata proportions to the vesting schedule above. In December 2001, Mr.
McGlashan was granted an option to purchase 1,700,000 shares at an exercise
price of $2.56 per share, which was fair market value at the time of
grant, vesting in equal monthly
installments over a three-year period. In May 2002, in connection with the
reduction of the loan commitment, Mr. McGlashan was also granted an option to
purchase 1,000,000 shares of the Companys Common Stock, at an exercise price
of $1.74, which was fair market value at the time of grant. The option was immediately exercisable
subject to the Companys lapsing right of repurchase over a three year period.
Mr. McGlashan exercised his right to early exercise purchase the shares through
a promissory note and stock pledge agreement in May 2002. As such, the Company
now holds a promissory note in the amount of $1,740,000 secured by the shares
of Common Stock. The terms of each of the above-referenced and summarized loans
are also discussed in the section of this Form 10-K/A entitled Transactions
with Related Parties  Loans to Officers.

Following a change in control of the Company, all of Mr. McGlashans
unvested options to purchase shares of the Companys Common Stock will become
vested in certain circumstances. In addition, in the event Mr. McGlashans
employment is terminated for any reason other than for cause or if he resigns
as a result of constructive termination, the Company will pay Mr. McGlashan a
lump sum payment equal to the sum of twelve months of salary and 50% of his
prior years bonus. Mr. McGlashan will also be entitled to receive employee
benefits, including health care coverage, for a period of twelve months
following his termination and any unvested

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stock options will vest as to the amount that would have vested had Mr.
McGlashan continued to work for the Company for an additional twelve months.

In April 2002, the Company entered into an employment agreement with Paul
Bartlett, pursuant to which Mr. Bartlett became employed as the Companys
Executive Vice President, Business Development at a base salary of $250,000 per
year. In May 2002, Mr. Bartlett was granted an option to purchase 750,000
shares of the Companys Common Stock at an exercise price of $1.74, which was
the fair market value at the time of grant. In February 2003, Mr. Bartlett
became the Companys Chief Financial Officer and Executive Vice
President, Corporate Development and
was granted an option to purchase an additional 750,000 shares of the Companys
Common Stock at an exercise price of $0.82 per share, which was the fair market
value at the time of grant.

In January 2002, the Company entered into an employment agreement with
Bernard Harguindeguy, pursuant to which Mr. Harguindeguy became employed as the
Companys Executive Vice President, Chief Marketing Officer at a base salary of
$300,000 per year. Mr. Harguindeguy is eligible to receive an annual cash
bonus of up to $300,000 upon the satisfaction of certain performance criteria.
As an inducement to enter into this agreement, Mr. Harguindeguy received a
bonus of $100,000. In the event Mr. Harguindeguys employment is terminated by
the Company for any reason other than for cause, the Company will pay to Mr.
Harguindeguy a lump sum payment equal to $300,000. The Company has also
granted Mr. Harguindeguy options to purchase shares of the Companys Common
Stock, which options vest over time. Following a change of control of the
Company, all of Mr. Harguindeguys options will become vested in certain
circumstances.

In August 2001, the Company had entered into an agreement with David C.
Hayden, pursuant to which Mr. Hayden was employed as the Companys Executive
Chairman at an annual base salary of $1.00 per year. The Company also loaned
Mr. Hayden $1.5 million pursuant to a full recourse loan under which portions
of that loan could be forgiven upon the achievement of performance-based
milestones. Under the agreement, Mr. Hayden was previously eligible to receive
up to three loan forgiveness events in the amount of $500,000 each, upon
achievement of each of the following performance-based milestones: (i) Mr.
Hayden hired a permanent outside Chief Executive Officer, (ii) the Company
achieved a positive earnings before interest, taxes, depreciation and
amortization, or EBITDA, during any fiscal quarter in or before the end of the
quarter ending June 30, 2002, and (iii) the daily closing price of the
Companys Common Stock exceeded an average of $5.00 per share for at least
twenty-two consecutive days prior to July 1, 2002. The loan was also subject to
forgiveness upon certain change of control events. No forgiveness has occurred
as to any portion of the loan. In February 2002, the Board approved an
amendment of Mr. Haydens employment agreement such that the performance-based
milestones described above were eliminated in favor of the achievement of a
single performance-based milestone: a change of control event in which the
consideration received by the shareholders pursuant to the transaction is at
least $10.00 per share. In addition, the Board increased the amount available
under the loan agreement by an additional $450,000 and at the same time
provided that the entire loan amount would be secured by a first priority
security interest in all of Mr. Haydens shares and options in the Company.

In the event of a change in control of the Company and so long as Mr.
Hayden remained an employee at such time, 50% of Mr. Haydens then unvested
options would become vested; however all of his unvested options would become
vested if the consideration received by shareholders pursuant to a transaction
were at least $10.00 per share. The Company also agreed to loan Mr. Hayden up to
$2,500,000 to be used for the exercise of vested stock options, secured by a
pledge of the underlying grant shares; that loan was not funded. The terms of
Mr. Haydens employment agreement provided that if
Mr. Haydens employment was
terminated without cause or if he resigned for good reason, the
Company would pay
Mr. Hayden $350,000 over a twelve-month period, a portion of Mr. Haydens
options to purchase shares of Common Stock would vest and become exercisable and
the due date on his outstanding loan would be extended by two years.

In May 2002, David Hayden resigned his employment with the Company and
from the Board of Directors. In connection with a separation agreement
finalized in July 2002, Mr. Hayden received a lump sum separation payment of
$350,000 plus applicable taxes, continuation of health and welfare benefits
until May 31, 2003, an extension of time, until no later than
June 30, 2005, to repay the $1.95 million loan with the
Company and to exercise his vested stock options until no later than June 30,
2005, acceleration of a portion of his unvested options if a change of control
of the Company occurs prior to September 30, 2003 and reimbursement for $50,000
of legal fees incurred. In connection with the provision of these benefits, Mr.
Hayden agreed to (i) forfeit the right under the severance provisions of his
employment agreement to an additional one year extension of the $1.95 million
loan until August 2006; (ii) pay all proceeds (net of taxes) from the sale of
any shares held by him in the Company to reduce the principal balance of the
$1.95 million loan; and (iii) forfeit his right to receive a $2.5 million loan
from the Company to exercise certain of his stock options. All sales of common
stock of the Company by Mr. Hayden are to be made under a publicly filed trading
plan. In addition, Mr. Hayden and the Company executed a mutual release of
claims. As a result of Mr. Haydens separation, the Company recorded aggregate
one-time charges of $2.6 million, included in operating expenses, inclusive of
$572,000 related to

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the separation payment and legal fee reimbursements made to Mr. Hayden and
$2.0 million in stock-based expenses related to the extension of the exercise
period on Mr. Haydens vested stock options.

In October 2001, the Company entered into an employment agreement with
Pierre Van Beneden, pursuant to which Mr. Van Beneden was employed as the
Companys President at a base salary of $450,000 per year. Mr. Van Beneden was
eligible to receive a quarterly cash bonus of $150,000 if the Company attained
its EBITDA target for each such quarter. Mr. Van Beneden also received a
forgivable loan in the amount of $350,000 as well as use of a corporate
apartment and automobile. Mr. Van Beneden also received an option to purchase
2,000,000 shares of the Companys Common Stock at an exercise price of $0.59
per share which was fair market value at the time of grant. The option vests in
equal monthly installments over a three-year period. In the event Mr. Van
Beneden was to be terminated, other than for cause or was not offered the
position of the Companys Chief Executive Officer at the time of his one year
anniversary, the Company was obligated to grant him an additional option to
purchase 333,333 shares of the Companys Common Stock, which would have been
immediately vested and exercisable.

In November 2002, Pierre Van Beneden terminated his employment as
President, but continued through January 2003 as a consultant. In connection
with a separation agreement and release, Mr. Van Beneden agreed to provide
consulting services on a commissioned basis and the Company agreed to
provide the benefits to
which he was entitled under his employment agreement. Such employment agreement
benefits, which were paid in January 2003 upon the completion of the consulting
term, included a lump sum payment of $337,500, representing nine months base
salary, accelerated vesting on a portion of his option grants and commissions
of $50,000. These payments reflect all our cash obligations to Mr. Van Beneden
and accordingly no additional payments will be made in connection with the
consulting services portion of his termination agreement. As an additional
benefit under the separation agreement, Mr. Van Beneden was granted an
extension until January 17, 2004 to exercise his option grants. No additional
commission payments were earned under the Separation Agreement and no further
payments made to Mr. Van Beneden. A mutual release of all claims was also
executed.

In August 2001, the Company entered into a Consulting Agreement with
Laureen DeBuono as interim Chief Financial Officer that provided for a monthly
retainer fee of $52,000 per month through February 2002. In addition, the Company
granted Ms. DeBuono an option to purchase 200,000 shares of the Companys
Common Stock at an exercise price of $0.34 per share, which was the fair market
value at the time of grant. The options vested in equal monthly installments through the end of
January 2002. Ms. DeBuonos agreement also included a termination provision
such that if Ms. DeBuonos service was terminated for any reason other than
fraud or embezzlement, then she would receive a payment equal to two months
consulting fees. In October 2001, the Company and Ms. DeBuono amended the
agreement such that the term of the consulting arrangement was extended on the same terms
to September 2002 and she received an additional fully-vested option to purchase
233,333 shares of the Companys Common Stock at an exercise
price of $0.91 per share, which was the fair market value at the time
of grant. In November 2001, Ms. DeBuono received an
additional fully-vested option to purchase 234,686 shares at an exercise price
of $1.13 per share, which was the fair market value at the time of grant. In
January 2002, the Company and Ms. DeBuono again amended the agreement such that
Ms. DeBuono extended the term of her service indefinitely and
assumed the title
of Executive Vice President and Chief Financial Officer and Ms. DeBuono
received an additional fully-vested option to purchase 200,000 shares of the
Companys Common Stock at an exercise price of $3.63, which was
the fair market value at the time of grant. In July 2002, Ms. DeBuono received an additional
fully-vested option to purchase 57,000 shares of the Companys Common Stock at
an exercise price of $0.88 per share, which was the fair market value at the
time of grant. Ms. DeBuonos consulting relationship with
the Company as Executive Vice President and Chief Financial Officer
terminated in February 2003. However, Ms. DeBuono continues to
provide occasional consulting services to the Company.

All the employment and loan agreements summarized above are as more
fully-described in the agreements themselves, filed as Exhibits to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2002.

In connection with their employment with the Company, each of Messrs.
McGlashan, Hayden and Van Beneden also received a loan from the Company. Please
see Transaction with Related Parties  Loans to Officers for a description of
these loans.

For payments made to Ms. DeBuono and Mr. Van Beneden in connection with
their terminations, please see Transactions with Related Parties  Severance
Agreements.

Compensation Committee Interlocks and Inside Participation

During fiscal 2002, Raul J. Fernandez and William E. Ford, both
non-employee directors of the Company, served at various times on the
Compensation Committee. During 2002, no member of the Companys Board of
Directors or Compensation Committee served as a member of the board of
directors or compensation committee of any entity that had one or more
executive officers serving as a member of the Companys Board of Directors or
Compensation Committee.

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REPORT OF THE COMPENSATION COMMITTEE

The Company applies a consistent philosophy to compensation for all
employees, including senior management. This philosophy is based on the premise
that the achievements of the Company result from the coordinated efforts of all
individuals working toward common objectives. The Company strives to achieve
those objectives through teamwork that is focused on meeting the expectations
of customers and shareholders.

Compensation Philosophy

The goals of the compensation program are to align compensation with
business objectives and performance, and to enable the Company to attract,
retain and reward executive officers whose contributions are critical to the
long-term success of the Company. The Companys compensation program for
executive officers is based on the same four principles applicable worldwide to
compensation decisions for all employees of the Company:



| |  |  | The Company pays its employees competitively. The Company is
committed to maintaining a pay program that helps attract and retain the
best people in the industry. To ensure that pay is competitive, the
Company regularly compares its pay practices with those of other leading
companies and sets its pay parameters based in part on this review.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The Company compensates and incentivizes employees for sustained
performance. Executive officers are rewarded based upon corporate
performance, business unit performance and individual performance.
Corporate performance and business unit performance are evaluated by
reviewing the extent to which strategic and business plan goals are met,
including such factors as profitability, performance relative to
competitors and timely new product introductions. Individual performance
is evaluated by reviewing organizational and management development
progress against set objectives.                                                                                                                                                                                                 
|
| |  |  | The Company strives for fairness in the administration of pay. The
Company strives to compensate a particular individual equitably compared
to other executives at similar levels both inside the Company and at
comparable companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  |  | The Company believes that employees, including executive officers,
should understand the performance evaluation and pay administration
process. The process of assessing an employees performance is as
follows: (i) at the beginning of the performance cycle, the evaluating
manager and the employee, or the Compensation Committee and the
executive officer, set and agree upon objectives and key goals; (ii) the
evaluating manager gives the employee ongoing feedback on performance;
(iii) at the end of the performance cycle, the manager evaluates the
accomplishment of objectives and key goals; (iv) the evaluating manager
communicates the comparative results to the employee; and (v) the
comparative results affect decisions on salary and, if applicable, stock
incentives.

Compensation Elements

The Company has had a successful history of using a simple total
compensation program that consists of cash and equity-based compensation.
Having a compensation program that allows the Company to attract and retain key
employees permits it to provide useful products and services to customers,
enhance shareholder value, motivate technological innovation, foster teamwork,
and adequately reward employees. The elements of compensation are:



| |  |  | Cash-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |   |  | Salary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |   |  | The Company establishes salary ranges for employees, including executive
officers, by reviewing the aggregate of base salaries for competitive
positions in the market. The Company uses salary survey data and generally,
the Company sets its competitive salary midpoint for an executive officer
position at the median level compared to those companies it surveys. The
Company then creates a salary range based on this midpoint. The range is
designed to place an executive officer at, above or below the midpoint,
according to that officers overall individual performance. As described
above, overall individual performance is measured against the following
factors: long-term strategic goals, short-term business goals, the
development of employees and the fostering of teamwork and other Company
values. In both setting goals and measuring an executive officers
performance against those goals, the Company takes into account the
performance of its competitors and general economic and market conditions.
None of the factors included in the Companys strategic and business goals
is assigned a specific weight. Instead, the Company recognizes that these
factors may change in order to adapt to specific business challenges and to
changing economic and marketplace conditions.

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| |   |  | Bonuses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |   |  | For 2002, the Company has put in place a bonus plan for non-commissioned
employees based in part on the achievement of Company-wide metrics and in
part on individual discretionary performance goals. No bonus payments were
made as the Company did not achieve the metrics designated in the plan in
order to trigger bonus payments. During 2002, certain executives and
employees of the Company received bonus payments either discretionary in
nature or in connection with their individually negotiated commission plans
or their employment contracts and termination of employment and
change-in-control arrangements.
|
| |  |  | Equity-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |   |  | Stock Incentive Program                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |   |  | The purpose of the Companys Stock Incentive program is to provide
additional incentives to employees to work towards maximizing shareholder
value. The Company also recognizes that a stock incentive program is a
necessary element of a competitive compensation package for its employees.
The program utilizes vesting periods to encourage key employees to continue
in the employ of the Company and thereby acts as a retention device for key
employees. The Company believes that the program encourages employees to
maintain a long-term perspective with a goal of contributing to overall
shareholder value.       

Chief Executive Officer Compensation

William
McGlashan has served as the Chief Executive Officer and as a director
of Critical Path since August of 2001, first joining the
Company as its interim President and Chief Operating Officer in April 2001. The
Compensation Committee used the same overall compensation policy described
above for all employees to determine Mr. McGlashans 2002 and beyond
compensation package, which includes both cash- and equity-based compensation
and a long-term housing loan. In setting the parameters of the compensation
package, the Compensation Committee made an overall assessment of Mr.
McGlashans leadership and achievement in reaching the Companys long-term
strategic and business goals.

| |                                  
| | ---------------------------------
| | COMPENSATION COMMITTEE           
|
| | Raul J. Fernandez
William E. Ford

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STOCK PRICE PERFORMANCE GRAPH

The graph below compares the cumulative total shareholder return of the
Companys Common Stock with the cumulative total return on the Nasdaq Stock
Market (U.S. companies) Index and the S&P Internet Software & Services Index.
The period shown commences on March 29, 1999, the Companys first trading day
on the Nasdaq National Market, and ends on December 31, 2002, the end of the
Companys last fiscal year. The graph assumes an investment of $100 on March
29, 1999, and the reinvestment of any dividends.

The comparisons in the graph below are based on historical data and are
not indicative of, nor intended to forecast, future performance of the
Companys Common Stock.

COMPARISON GRAPH

|                                   |  |         |        |          |  |          |        |          |  |          |        |  |  |  |       |  |  |  |       | 
|---------------------------------- |  | ------- | ------ | -------- |  | -------- | ------ | -------- |  | -------- | ------ |  |  |  | ----- |  |  |  | ----- | 
|Last Trading Day                   |  | 3/29/99 |        | 12/31/99 |  | 12/29/00 |        | 12/29/01 |  | 12/29/02
|                                   |  |         |        |          |  |          |        |          |  |         
|Critical Path, Inc.                |  |         | 100.00 |          |  |          | 143.26 |          |  |          | 46.68  |  |  |  | 4.16  |  |  |  | 0.77  | 
|Nasdaq Stock Market (U.S.)         |  |         | 100.00 |          |  |          | 178.24 |          |  |          | 107.21 |  |  |  | 85.07 |  |  |  | 58.73 | 
|S & P Internet Software & Services |  |         | 100.00 |          |  |          | 187.57 |          |  |          | 60.51  |  |  |  | 41.65 |  |  |  | 38.39 | 

Notwithstanding anything to the contrary set forth in any of the Companys
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Amendment No. 1 to Annual Report on Form 10-K, in whole
or in part, the preceding Report of the Compensation Committee and the
preceding Performance Graph shall not be incorporated by reference into any of
these filings; nor shall the report or graph be incorporated by reference into
any future filings.




Item 12.Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding beneficial
ownership of common stock as of April 23, 2003 by:

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| |  | each person or entity known to Critical Path to own beneficially more than 5% of Critical Paths Common Stock;                                                                                                                                                                                                                                                                                                                                                            
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | each of Critical Paths directors;                                                                                                                                                                                                                                                                                                                                                                                                                                        
| 
| |  | the Chief Executive Officer of the Company as of December 31, 2002,
each of the three other most highly compensated executive officers of the
Company whose total salary and bonus exceeded $100,000 during the year
ended December 31, 2002, and two
former executive officers whose total salary and bonus exceeded $100,000
during the year ended December 31, 2002 but who are no longer employed
with the Company (collectively, the Named Executive Officers); and
| 
| |  | all executive officers and directors as a group.                                                                                                                                                                                                                                                                                                                                                                                                                          

|                               |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |   | 
|------------------------------ | ----------------------------- | ------------ | --------- | ----------------------------------------- |  | ----------------- | --------- | -------------------- |  | -------- | ---------- | ---------- |  | ------------------ | ---------- | ---------- |  | ---------------- | --- | --- |  |  | ---- | ---- | - |  | ---- | ---- | - | 
|                               |                               |              |           | Amount and Nature of Beneficial Ownership
|                               |                               |              |           |                                          
|                               |                               |              |           |                                           |  |                   |           | Shares of            |  |          |            |            |  |                    |            |            |  | Percent of Class |     |     |  | 
|                               |                               |              |           | Shares of                                 |  | Series D          |           | Right to Acquire     |  |          |            |            |  | Beneficially Owned |            | Percent of
|                               |                               |              |           | Common                                    |  | Preferred         |           | Beneficial Ownership |  |          |            |            |  |                    |            | Voting    
|                               |                               |              |           | Stock                                     |  | Stock             |           | of Common Stock      |  | Total of |            |            |  |                    |            | Series D   |  | Securities      
|Name and Address of Beneficial |                               | Beneficially |           | Beneficially                              |  | Within 60 Days of |           | Common               |  | Common   |            | Preferred  |  | Beneficially      
|Owner(1)                       |                               | Owned        |           | Owned                                     |  | April 23, 2003    |           | Stock                |  | Stock(2) |            | Stock(2)   |  | Owned(2)          
|                               |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                   
|5% Shareholders                |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |     
|General
Atlantic Partners, LLC |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |     
|                               | and affiliated entities(3)    |              |           |                                          |  |                   |           | 2,545,455            |  |          |            | 37,024,595 |  |                    |            | 37,024,595 |  |                  |     |    |  |  |      | 63.6 | % |  |      | 31.6 | %
|Scott Smith and                |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |     
|                               | and affiliated entities(4)    |              |           | 4,287,551                                 |  |                   |           |                     |  |          |            |           |  |                    |            | 4,287,551  |  |                  |     | 5.4 |  |  |      |     |   |  |      | 5.4  |  
|                               | 3 Pickwick Plaza              |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | Greenwich, CT                 |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|Purnendu Chatterjee and        |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |     
|                               | affiliated entities(5)        |              |           | 5,467,675                                 |  |                   |           |                     |  |          |            |           |  |                    |            | 5,467,675  |  |                  |     | 6.8 |  |  |      |     |   |  |      | 6.8  |  
|                               | 888 Seventh Avenue            |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | New York, NY 10106            |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|Cheung Kong (Holdings) Limited |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |     
|                               | and affiliated entities(6)    |              |           |                                          |  |                   |           | 872,727              |  |          |            | 12,694,141 |  |                    |            | 12,694,141 |  |                  |     |    |  |  |      | 21.8 |   |  |      | 13.7 |  
|                               | 8th floor, Cheung Kong Center |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | 2 Queens Road Central        |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | Hong Kong                     |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|Vectis Group, LLC and          |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |     
|                               | affiliated entities(7)        |              |           |                                          |  |                   |           | 581,818              |  |          |            | 8,927,760  |  |                    |            | 8,927,760  |  |                  |     | *   |  |  |      | 14.6 |   |  |      | 10.0 |  
|                               | c/o BPM                       |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | 600 California Street         |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | Suite 1300                    |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | San Francisco, CA 94180       |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|Directors and Named            |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |     
|                               | Executive Officers            |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|William E. McGlashan, Jr.      |                               |              | 1,121,152 | (8)                                       |  |                   | 581,818   |                      |  |          | 9,882,089  | (9)        |  |                    | 11,003,241 |            |  |                  | 3.2 |     |  |  | 14.6 |      |   |  | 12.2 |     
|Paul Bartlett                  |                               |              |          |                                           |  |                   |          |                      |  |          | 281,249    | (10)       |  |                    | 281,249    |            |  |                  | *   |     |  |  |     |      |   |  |     |     
|Bernard Harguindeguy           |                               |              |          |                                           |  |                   |          |                      |  |          |           |            |  |                    |           |            |  |                  |    |     |  |  |     |      |   |  |     |     
|William S. Cohen               |                               |              |          |                                           |  |                   |          |                      |  |          | 62,500     | (10)       |  |                    | 62,500     |            |  |                  | *   |     |  |  |     |      |   |  | *    |     
|Ross Dove(12)                  |                               |              |          |                                           |  |                   |          |                      |  |          | 6,250      |            |  |                    | 6,250      |            |  |                  | *   |     |  |  |     |      |   |  | *    |     
|Raul J. Fernandez              |                               |              | 210,000   | (13)                                      |  |                   |          |                      |  |          | 175,000    | (14)       |  |                    | 385,000    |            |  |                  | *   |     |  |  |     |      |   |  | *    |     
|William E. Ford                |                               |              |          |                                           |  |                   | 2,545,455 |                      |  |          | 37,199,595 | (15)       |  |                    | 37,199,595 |            |  |                  | *   |     |  |  | 63.6 |      |   |  | 31.7 |     
|Wm. Christopher Gorog          |                               |              |          |                                           |  |                   |           |                      |  |          | 18,750     | (16)       |  |                    | 18,750     |            |  |                  | *   |     |  |  |     |      |   |  | *    |     
|Steven R. Springsteel(17)      |                               |              |          |                                           |  |                   |          |                      |  |          | 6,250      |            |  |                    | 6,250      |            |  |                  | *   |     |  |  |     |      |   |  | *    |     
|Laureen DeBuono                |                               |              |          |                                           |  |                   |          |                      |  |          | 925,019    | (18)       |  |                    | 925,019    |            |  |                  | 1.1 |     |  |  |     |      |   |  | 1.1  |     
|David Hayden                   |                               |              | 2,242,416 |                                           |  |                   |          |                      |  |          | 6,197,256  | (19)       |  |                    | 8,439,672  |            |  |                  | 2.8 |     |  |  |     |      |   |  | 9.8  |     
|Pierre Van Beneden             |                               |              |          |                                           |  |                   |          |                      |  |          | 1,319,443  | (20)       |  |                    | 1,319,443  |            |  |                  | 1.6 |     |  |  |     |      |   |  | 1.6  |     
|All Named Executive Officers   |                               |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |     
|                               | and
current directors,        |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | nominees and executive        |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | officers
as a group(17        |              |           |                                           |  |                   |           |                      |  |          |            |            |  |                    |            |            |  |                  |     |     |  |  |      |      |   |  |      |      |  
|                               | persons)(21)                  |              |           | 3,592,416                                 |  |                   |           | 3,127,273            |  |          |            | 57,674,786 |  |                    |            | 61,267,202 |  |                  |     | 4.5 |  |  |      | 78.2 |   |  |      | 44.5 |  

14



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##### Table of Contents





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|  |  |                                                              
|- |  | -------------------------------------------------------------
| 
|* |  | Amount represents less than 1% of the Companys Common Stock.



|(1) |  | Unless otherwise indicated, the address for each of the executive
officers and directors above is c/o Critical Path, Inc., 350 The
Embarcadero, San Francisco, California 94105-1204.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Applicable percentage ownership of Common Stock is based on
80,147,698 shares of Common Stock issued and outstanding as of April 23, 2003
including 1,700,457 shares of Common Stock issuable upon exchange of
Class A Non-voting shares of Critical Path Messaging Co., a Nova Scotia
subsidiary of the Company, for Common Stock of the Company (the
Exchangeable Shares). Applicable percentage ownership of Series D
Preferred Stock is based on 4,000,000 shares of Series D Preferred Stock
issued and outstanding on April 23, 2003. Applicable percentage ownership
of voting securities is based on 138,329,194 shares of Common Stock issued
and outstanding as of April 23, 2003, including all shares of Series D
Preferred Stock convertible into Common Stock and the Exchangeable Shares.
Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission. In computing the
number of shares beneficially owned by a person and the percentage
ownership of that person, shares of Common Stock subject to options or
convertible or exchangeable into such shares of Common Stock, held by that
person, that are currently exercisable or exercisable within 60 days of
April 23, 2003 are deemed outstanding. These shares, however, are not
deemed outstanding for the purposes of computing the percentage ownership
of another person. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, each shareholder named in
the table has sole voting and investment power with respect to the shares
set forth opposite such shareholders name.                                                                                                                                                                                                                                                     
|   
|(3) |  | According to a Schedule 13D
dated December 21, 2001, filed jointly by General Atlantic
Partners, LLC (GAP), General Atlantic partners 74,
L.P. (GAP 74), GapStar, LLC (GapStar) and GAP
Coinvestment Partners II, L.P. GAPCO and,
collectively with GAP, GAP 74 and GapStar, the Reporting
Persons), the Reporting Persons own no shares of the
Companys Common Stock. The Reporting Persons report collective
beneficial ownership as to 2,545,455 shares of the Companys
Series D Preferred Stock and warrants to purchase 2,500,000
shares of Common Stock that are not exercisable within 60 days of
April 23, 2003. GAP is the general partner of GAP 74 and
the Managing Member of GapStar. GAP and the GAP Managing Members
(defined below) report shared voting and dispositive power as to the
33,333,339 shares of common stock into which the Series D
Cumulative Redeemable Convertible Participating Preferred Stock (the
Series D Preferred Stock) would convert as of
December 31, 2001. GAP 74 reports shared voting and
dispositive power as to 2,091,218 shares of Series D Preferred
Stock or 27,384,997 shares of Series D Preferred Stock on an as
converted basis. GapStar reports shared voting and dispositive power
as to 159,091 shares of Series D Preferred Stock or 2,083,335
shares of Series D Preferred Stock on an as converted basis.
GAPCO reports that it beneficially owns and has shared voting and
dispositive power as to 295,146 shares of Series D Preferred
Stock or 3,865,007 shares of Series D Preferred Stock on an as
converted basis. The number of shares of Common Stock into which the
Series D Preferred Stock convert as reflected in this footnote
does not include the accretion of dividends after the date of the
applicable Schedule 13D or 13G. The number of shares of Common
Stock as reflected in the table does include such accretion of
dividends.
|   
|    |  | The managing members of GAP are
Steven A. Denning, Peter L. Bloom, Mark F. Dzialga, Erik Engstrom,
Klaus Esser, David C. Hodgson, William O. Grabe, William E. Ford,
Braden R. Kelly, Rene M. Kern, William J. Lansing, Clifton S.
Robbins, Matthew Nimetz, Franchon M. Smithson, Tom C. Tinsley,
Florian Wendelstadt and John Wong (collectively, the GAP
Managing Members). The GAP Managing Members (other than
Mr. Esser) are also the general partners of GAPCO. Mr. Ford
serves on the Board of Directors of the Company. The business address
of Mr. Esser is Koenigsallee 88, 40212, Duesseldorf, Germany.
The business address of Messrs. Kern and Wendelstadt is
83 Pall Mall, Sixth Floor, London SW1Y 5ES, United Kingdom. The
business address of Messrs. Kelly and Lansing is 630 Hansen
Way, Palo Alto, California 94304. The business address of
Mr. Wong is 24 Raffles Place, 29-04 Clifford Center,
Singapore 048621.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(4) |  | Scott Smith filed a Schedule 13G/A, dated as of February 11, 2003, with
the Securities and Exchange Commission on behalf of himself and related
parties described herein. According to the Schedule 13G/A, shares are
held for the account of Camelot Management Corporation, Camelot Offshore
Fund Limited and Scott Smith. Scott Smith is an officer of Camelot
Management Corporation and a director of Camelot Offshore Fund Limited.
Scott Smith reported beneficial ownership of 4,287,551 shares of Common
Stock as of December 31, 2002. The shares held consist of 1,073,300
shares of Common Stock held for the account of Camelot Management
Corporation, 1,073,300 shares of Common Stock held for the account of
Camelot Offshore Fund Limited and 4,287,551 shares of Common Stock held
for the account of Scott Smith. The reporting person reported shared
voting power over 4,287,551 shares and shared dispositive power over
4,287,551 shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(5) |  | Purnendu Chatterjee filed a Schedule 13G, dated as of February 14, 2003,
with the Securities and Exchange Commission on behalf of himself and
related parties described herein. Purnendu Chatterjee reported beneficial
ownership of 5,467,675 shares of Common Stock as of December 31, 2002.
Shares are held for the accounts of Winston Partners, L.P., a Delaware
limited partnership, Chatterjee Fund Management, L.P., a Delaware limited
partnership, a Cayman Islands Exempted Limited Partnership and the
reporting person. Chatterjee Fund Management, L.P. in the general partner
of Winston Partners, L.P. The reporting person is the sole general partner
of Chatterjee Fund Management, L.P. Chatterjee Management Company, a
Delaware corporation serves as investment manager of the Cayman Islands
Exempted Limited Partnership. Chatterjee Management Company is controlled
by the reporting person. The shares held consist of 2,812,875 shares of
Common Stock, held for the account of Winston Partners, L.P., 739,821
shares of Common Stock held for the account of Chatterjee Fund Management,
L.P. and 1,914,979 shares of Common Stock held for the account of the
Cayman Islands Exempted Limited Partnership. The reporting person reported
sole voting power over 5,467,675 shares and sole dispositive power over
5,467,675 shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(6) |  | According to a Schedule 13D dated December 22, 2001, filed by jointly by
Cheung Kong (Holdings) Limited (Cheung Kong), Campina Enterprises
Limited, an indirect wholly-owned subsidiary of Cheung Kong (Campina),
Hutchison Whampoa Limited (HWL), an entity in which Cheung Kong holds a
49.97% interest and Cenwell Limited, an indirect wholly-owned subsidiary
of HWL (Cenwell), Campina and Cenwell hold 436,363 and 436,364 shares of
the Companys Series D Preferred Stock, respectively, each convertible
into 5,714,278 shares of the Companys Common Stock. Cheung Kong and
Campina report shared voting and dispositive power as to the shares held
by Campina. Cheung Kong, HWL and Cenwell reported shared voting and
dispositive power as to the shares held by Campina. Cheung Kong, HWL and
Cenwell reported shared voting and dispositive power as to the 436,364
shares of Series D Preferred Stock held by Cenwell. Cheung King disclaims
beneficial ownership of the 5,714,278 shares of common stock beneficially
owned by Cenwell. The number of shares of Common Stock into which the
Series D Preferred Stock convert as reflected in this footnote does not
include the accretion of dividends after the date of the applicable
Schedule 13D or 13G. The number of shares of Common Stock as reflected in
the table does include such accretion of dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

15



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##### Table of Contents





|(7)  |  | Vectis Group LLC (Vectis) filed a Schedule 13G, dated as of April 30,
2002, with the Securities and Exchange Commission on behalf of itself and
related parties. According to the Schedule 13G, shares are held for the
account of Vectis, a Delaware limited liability company, the reporting
person. William McGlashan, Matthew Hobart and Peter Kellner are the
managing members of Vectis. The shares held consist of (i) 7,618,906
shares of common stock issuable upon the conversion of shares of Series D
Preferred Stock and (ii) 465,000 shares of common stock issuable subject
to warrants currently exercisable in full. Excludes shares held
individually by the principals of Vectis and shares beneficially owned by
the principals of Vectis subject to options exercisable within 60 days of
April 23, 2003. The number of shares of Common Stock into which the Series
D Preferred Stock convert as reflected in this footnote does not include
the accretion of dividends after the date of the applicable Schedule 13D
or 13G. The number of shares of Common Stock as reflected in the table
does include such accretion of dividends.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(8)  |  | Includes (i) 1,000,000 shares of common stock purchased by Mr. McGlashan
through an early option exercise pursuant to a promissory note and stock
pledge agreement for the benefit of the Company, and subject to a lapsing
right of repurchase by the Company, and (ii) 80,000 shares of common stock
purchased by Mr. McGlashans spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(9)  |  | Includes (i) 954,329 shares subject to options exercisable within 60 days
of April 23, 2003, (ii) 465,000 shares subject to warrants to purchase
shares of common stock held by Vectis Group LLC and exercisable within 60
days of April 23, 2003, and (iii) 7,618,906 shares of common stock
issuable upon the conversion of shares of Series D Preferred Stock. See
footnote (7) above. Mr. McGlashan disclaims beneficial ownership of the
securities held by Vectis Group LLC and its affiliates within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934. Excludes all
shares subject to options issued to other Vectis principals as part of
their individual employment agreements with the Company. Also excludes all
shares individually owned by other Vectis principals.                                                                                                                                                                                                                                                                                                                                                         
|    
|(10) |  | Consists of 281,249 shares subject to options exercisable within 60 days
of April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(11) |  | Consists of 62,500 shares subject to options exercisable within 60 days
of April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|(12) |  | Mr. Dove became a director on April 24, 2003. He was granted an option
to purchase 300,000 shares of Common Stock on April 24, 2003.
The number in the table reflects 6,250 shares subject to options
exercisable within 60 days of April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|(13) |  | Includes 10,000 shares of common stock held by Mr. Fernandezs spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|(14) |  | Consists of 175,000 shares subject to options exercisable within 60 days
of April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(15) |  | Includes 34,955,563 shares issuable upon the conversion of the Series D
Preferred Stock and common stock warrants into shares of common stock. See
footnote (3) above. Mr. Ford disclaims beneficial ownership of the
securities held by General Atlantic Partners and its affiliates within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934. Also
includes 175,000 shares subject to options exercisable within 60 days of
April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|(16) |  | Consists of 18,750 shares subject to options exercisable within 60 days
of April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|(17) |  | Mr. Springsteel became a director on April 24, 2003. He was granted an
option to purchase 300,000 shares of Common Stock on April 24, 2003. The number in the table reflects 6,250 shares subject to options
exercisable within 60 days of April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|(18) |  | Consists of 925,019 shares subject to options exercisable within 60 days
of April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|(19) |  | David C. Hayden filed a Schedule 13G, dated as of April 25, 2002, with
the Securities and Exchange Commission on behalf of himself as reporting
person. Mr. Hayden reported sole voting and dispositive power over
2,242,416 shares. The beneficial ownership reported also includes
6,197,256 shares subject to options exercisable within 60 days of April
23, 2003. Mr. Hayden is the former executive chairman of the Company who
terminated employment in May 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(20) |  | Consists of 1,319,443 shares subject to options exercisable within 60
days of April 23, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|(21) |  | Includes shares beneficially owned by the directors and
executive officers as a group consisting of the Named Executive Officers
and Mr. Currie, Mr. Zukerman, Mr. Serbinis,
Mr. Twohig and Mr. Shipp. Includes an aggregate of 18,848
shares of Common Stock beneficially owned, an aggregate of
1,345,923 shares subject to options exercisable within 60 days of April
23, 2003 and an aggregate of Exchangeable Shares convertible into 267,962 shares of common
stock held by Mr. Currie, Mr. Zukerman, Mr. Serbinis,
Mr. Twohig and Mr. Shipp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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##### Table of Contents



Equity Compensation Plan Information

The following table sets forth certain information as to our equity
compensation plans for fiscal 2002 as of December 31, 2002.

|                                                           |  |                            |            |                      |  |                           |      |  |  |                         |            |    
|---------------------------------------------------------- |  | -------------------------- | ---------- | -------------------- |  | ------------------------- | ---- |  |  | ----------------------- | ---------- | ---
|                                                           |  |                            |            |                      |  |                           |      |  |  | Number of securities   
|                                                           |  |                            |            |                      |  |                           |      |  |  | remaining
available for
|                                                           |  | Number of securities to be |            | Weighted-average     |  | future issuance under    
|                                                           |  | issued upon exercise of    |            | exercise price of    |  | equity compensation plans
|                                                           |  | outstanding options,       |            | outstanding options, |  | (excluding securities    
|                                                           |  | warrants and rights        |            | warrants and rights  |  | reflected in column (a)) 
|Plan Category                                              |  | (a)                        |            | (b)                  |  | (c)                      
|                                                           |  |                            |            |                      |  |                          
|Equity compensation
plans approved by
the shareholders     |  |                            | 25,871,576 | (1)                  |  | $                         | 9.96 |  |  |                         | 15,679,617 | (2)
|Equity compensation
plans not approved
by the
shareholders |  |                            | 33,399,739 | (3)                  |  | $                         | 6.84 |  |  |                         | 1,436,779  |    
|                                                           |  |                            |            |                      |  |                           |      |  |  |                         |            |    
|Total                                                      |  |                            | 59,271,315 |                      |  | $                         | 8.20 |  |  |                         | 17,865,697 | (4)



|   
|---
|(1)
|   
|(2)
|   
|(3)
|   
|(4)




Item 13.Certain Relationships and Related Party Transactions.

Severance Agreements

In May 2002, David Hayden resigned his employment with us and from the
Board of Directors. In connection with a separation agreement finalized in July
2002, Mr. Hayden received a lump sum separation payment of $350,000 plus
applicable taxes, continuation of health and welfare benefits until May 31,
2003, an extension of time to repay the $1.95 million loan with
us and to exercise his
vested stock options until no later than June 30, 2005, acceleration of a
portion of his unvested options if a change of control of Critical Path occurs
prior to September 30, 2003 and reimbursement for $50,000 of legal fees
incurred. In connection with the provision of these benefits, Mr. Hayden agreed
to (i) forfeit the right under the severance provisions of his employment
agreement to an additional one year extension of the $1.95 million loan until
August 2006; (ii) pay all proceeds (net of taxes) from the sale of any shares
held by him in Critical Path to reduce the principal balance of the $1.95
million loan; and (iii) forfeit his right to receive a $2.5 million loan from
us to exercise certain of his stock options. All sales of our Common Stock by
Mr. Hayden are to be made under a publicly filed trading plan. In addition, we
executed a mutual release of claims. As a result of Mr. Haydens separation, we
recorded aggregate one-time charges of $2.6 million, included in operating
expenses, inclusive of $572,400 related to the separation payment and legal fee
reimbursements made to Mr. Hayden and $2.0 million in stock-based expenses
related to the extension of the exercise period on Mr. Haydens vested stock
options.

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In connection with his employment agreement, in October 2001, we made a
loan and held a note receivable from Pierre Van Beneden, the
Companys former President, totaling
$350,000. Mr. Van Benedens loan was interest free for the first year and was
forgiven in monthly installments over the first year of Van Benedens
employment, resulting in a compensation charge to operating expense ratably
over the first twelve months of his employment. As of October 8, 2002, the
one-year anniversary of his employment with us, the note had been fully
forgiven. In November 2002, Pierre Van Beneden terminated his employment as
President, but continued through January 2003 as a consultant. In connection
with a separation agreement and release, Mr. Van Beneden agreed to provide
consulting services to us on a commissioned basis and the Company
agreed to provide the
benefits to which he was entitled under his employment agreement. Such
employment agreement benefits, which were paid in January 2003 upon the
completion of the consulting term, included a lump sum payment of $337,500,
representing nine months base salary, accelerated vesting on a portion of his
option grants and commissions of $50,000. These payments reflect all our cash
obligations to Mr. Van Beneden and accordingly no additional payments will be
made in connection with the consulting services portion of his termination
agreement. As an additional benefit under the separation agreement, Mr. Van
Beneden was granted an extension until January 17, 2004 to exercise his option
grants. The Company and Mr. Van Beneden executed a mutual release of all
claims.

Ms. DeBuonos
consulting relationship with the Company as Executive Vice President
and Chief Financial Officer terminated in February 2003. In accordance with the terms and
conditions of her original consulting agreement, Ms. DeBuono was paid a termination payment
equaling two months of pay under the agreement, or $104,000. In connection
with a separation agreement and release between the Company and
Ms. DeBuono, Ms. DeBuono agreed to continue to
provide consulting services to the Company until March 5, 2003.
Ms. DeBuono continues to provide occasional consulting services to the
Company as requested by the Board of Directors from time to time. Upon
completion of all consulting services, the Company agreed to pay to Ms. DeBuono
a lump sum of $25,000 as payment for general expenses incurred throughout her
entire consulting agreement and all earned but unpaid salary, wages, accrued
paid time off, mutually determined bonuses, commission and all other benefits
due to her at such time.

Loans to Officers

During 2001 and in connection with each of their respective employment
agreements, the Company made loans and held notes receivable from David C.
Hayden, the Companys former Executive Chairman, and Pierre Van Beneden, the
Companys former President, totaling $1.5 million and $350,000, respectively.
Mr. Haydens note and loan agreement were amended in February 2002 to increase
the amount to $1.95 million. See the section of this Form 10-KA entitled
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements. As amended in 2002, Mr. Haydens full recourse note accrued
interest at the rate of 6.75% per annum and provided that it may be forgiven
upon the achievement of a performance-based milestone whereby a change of
control event occurs with consideration received by the shareholders in excess
of $10.00 per share. Mr. Haydens loan was initially due and payable on August 13, 2004;
provided, however, if his employment was terminated without cause or
he resigned
for good reason, the due date would be extended for two years. As of June 17,
2002, accrued interest under Mr. Haydens note totaled approximately $95,757.
Interest payments are due and payable on August 13th of each year that the loan
is outstanding. Mr. Hayden terminated his employment and resigned from the
Board in May 2002. The terms of this loan are more fully discussed in the
section of this Form 10-KA entitled Employment Contracts and Termination of
Employment and Change-in-Control Arrangements. Mr. Van Benedens loan is
interest free for the first year and was forgiven in monthly installments over
the first year of Mr. Van Benedens employment through October 2002, resulting
in a compensation charge to operating expense ratably over the first twelve
months of his employment.

In December 2001 and in connection with his amended and restated
employment agreement, the Board approved a secured loan to Mr. McGlashan to be used for the purchase of a principal residence in the San
Francisco Bay Area. In May 2002, the Compensation Committee and Mr. McGlashan
agreed to amend Mr. McGlashans employment agreement to reduce the
amount of the loan to $1.5 million from $4.0 million. The housing loan is to be
secured by the residence, by the pledge of Mr. McGlashans personal options and
shareholdings in the Company and other assets of Mr. McGlashan to the extent
necessary such that at all times the assets securing the loan equal at least
120% of the principal and interest outstanding on the housing loan and any
other loan secured by the residence. Interest on the housing loan is to be
accrued at 4.75%, and is deferred until the principal is due, over a 10 year
term. The housing loan provides that it shall be forgiven upon a change of
control event where consideration received by the shareholders exceeds $10.00
per share. In the event Mr. McGlashan terminates his employment either by
voluntary resignation or for cause, as defined in the agreement, the housing
loan shall be due and payable, with interest, no later than 12 months following
such termination. In the event Mr. McGlashan is terminated for any reason other
than his voluntary resignation or cause, the housing loan shall remain
outstanding for the remainder of its term. The Company has not yet funded the
housing loan and, accordingly, no accrued interest was outstanding as of April
30, 2003.

In May 2002, in connection with the reduction of the principal amount
available under the housing loan, Mr. McGlashan received an option grant of
1,000,000 shares of Common Stock and an opportunity to early exercise and
purchase such shares through a full-recourse promissory note and stock pledge
agreement. The purchased shares are subject to a lapsing right of repurchase
with respect to

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the shares over a three-year period. Mr. McGlashan exercised the option by
delivery of his promissory note on May 8, 2002. The terms of the note were
established in consultation with the Companys outside auditors to avoid
adverse accounting treatment to the Company. Accordingly, the promissory note
will begin to accrue interest at the adjustable quarterly reference rate of
Fidelity Investments or similar banking entity as the shares vest with respect
to that portion of the purchase price that represents the purchase price of the
vested shares. The promissory note is full recourse and secured by the
acquired shares under the stock pledge agreement. As of April 25, 2003 no
interest had accrued on the note as none of the underlying shares had vested.
The amount of indebtedness outstanding under the note at April 25, 2003 was
$1,740,000.

Commercial Relationships

Consulting Agreements

In March 2001, the Company entered into a series of certain consulting and
transactional agreements with Vectis Group, LLC (Vectis) to engage Vectis as
an advisor to the Company with respect to various strategic alternatives and
other management related services. The agreement provided Vectis with: (i) a
$50,000 monthly retainer fee for consulting services during the term of the
agreement, (ii) a warrant to purchase 500,000 shares of the Companys Common
Stock at a price of $2.00 per share, and (iii) transaction fees in connection
with certain dispositions or acquisitions of assets in an amount equal to 5% of
proceeds, up to a maximum of $1 million per transaction. Also effective March
2001, the Company entered into an agreement with Vectis to engage Vectis as a
placement agent in connection with a possible private placement by Critical
Path of equity securities. Under the agreement, Vectis was entitled to 5% of
the gross proceeds raised by the Company from specified purchasers, payable in
cash, securities or a combination thereof at the election of Vectis. In April
2001, the Company and Vectis agreed to enter into an additional agreement
whereby Vectis would act as an advisor with respect to a restructuring of and
management of the Company. The agreement provided Vectis with a monthly
retainer fee of $125,000 during the term of the agreement. All of the
agreements with Vectis were terminated effective September 30, 2001, at which
time several employees of Vectis joined the Company as regular full time
employees. In 2001, the Company paid a total of fees to Vectis in the amount of
$1,073,041 for aggregate monthly consulting service fees and expense
reimbursements, and $3,057,928 in fees associated with the Series D Preferred
Stock investment in November 2001 and other transactions regarding the
Companys restructuring. Although the agreements were terminated, certain
obligations under the agreements survive including indemnification obligations
and some obligations with respect to expense reimbursements and transactional
fees. The Company paid to Vectis a total of approximately $12,500 for
expense reimbursement in February 2002. The total potential remaining
fees payable aggregate between zero and $135,000.

William E. McGlashan, Jr., who was appointed the Companys interim
President and Chief Operating Officer in April 2001, its interim Chief
Executive Officer in August 2001, and its Chief Executive Officer on January
2002, formerly served as a principal and the Chief Executive Officer of Vectis and holds
a significant beneficial ownership in Vectis. David Hayden, the Companys
former Executive Chairman of the Board, served on Vectis Advisory Board and
Executive Committee (a body that provides input but does not have any decision
making authority with respect to Vectis). In September 2001, the Company
terminated its relationship with Vectis subject to certain obligations as
described herein.

In August 2002, we retained the services of The Cohen Group, an
international strategic consulting company. The chairman and chief executive
officer of The Cohen Group is William S. Cohen, a member of the Board of
Critical Path. Under the agreement, The Cohen Group received a $150,000
retainer fee to be credited against a sliding scale of earned sales and
referral commissions on transactions resulting in license revenue for us. The
agreement is for a one year renewable term, with reimbursement for specified
expenses up to a cap of 5% of the retainer and a provision for extension in the
event the retainer fee is not earned during the term.

In August 2002, we hired R.B. Webber & Company, strategic management
consultants, to prepare an executive level research and forecast presentation
on the enterprise messaging market. The agreement provided for a flat fee of
$85,000 over a two month period for the services of several consultants of R.B.
Webber and Company, with reimbursement for expenses capped at 5% of the fee.
Jeffrey Webber, a former member of the Board of Critical Path, is a partner of R.B.
Webber and Company. Mr. Webber also provided specific consulting services under
the agreement.

In April
2002, the Company retained the services of CTD, LLC (CTD), an
operational planning consulting company. The founder and president of CTD
is Patrick Tracy Currie, who subsequently became the Companys Executive Vice President, Operations and
General Manager of Hosted Operations following the termination of the
consulting arrangement with CTD as described below. Mr. Currie and his spouse share full
ownership of CTD. Under the terms of the Statement of Work entered into
between the Company and CTD, CTD received payments for its services
based on daily rates as well as reimbursement of costs associated with the work
performed. In connection with this consulting arrangement, the Company paid to
CTD an aggregate of approximately $1,368,000 in 2002. The Statement of
Work, as amended, also provided for a grant of a fully-vested option to
purchase 100,000 shares of the Companys Common Stock, which were granted to
Mr. Currie in July 2002 at an exercise price of $0.88 per share, which was the
fair market value at the time of grant. The consulting arrangement with CTD was

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terminated prior to Mr. Currie becoming employed by the Company. No
services are currently being rendered to the Company by CTD.

Investment Transactions

In November 2001, the Company entered into a financing transaction with a
group of investors that resulted in gross cash proceeds to the Company of
approximately $30 million as well as the retirement of $65 million in face
value of its 5 3/4% Convertible Subordinated Notes. In connection with the
financing, the Company issued and sold four million shares of its Series D
Preferred Stock (convertible into approximately 52.4 million shares of Common
Stock) and warrants to purchase 2.5 million shares of Common Stock, to a group
of investors that included General Atlantic Partners LLC and its affiliates
(General Atlantic), Vectis Group LLC and its affiliated entities (Vectis)
and Cheung Kong (Holdings) Limited and its affiliated entities (Cheung Kong).
The Preferred Stock will accrue and cumulate dividends at 8% and is convertible
into shares of Common Stock at the option of the holder. The warrants are
exercisable at any time from November 8, 2002 until November 8, 2006 at an
exercise price of $1.05 per share.

As a result of the transaction, General Atlantic, Vectis and Cheung Kong
are deemed to be beneficial owners of more than 5% of the Companys Common
Stock. In connection with the financing, General Atlantic purchased 708,037
shares of Series D Preferred Stock, convertible as of June 17, 2002 into
approximately 9,723,147 shares of Common Stock, and warrants to acquire
2,500,000 shares of Common Stock for an aggregate purchase price of
$10,735,508.75. General Atlantic also exchanged an aggregate face amount of
$64,630,000 of the Companys 5 3/4% Convertible Subordinated Notes due April 1,
2005, for which General Atlantic paid $25,264,495.35 for 1,837,418 shares of
Series D Preferred Stock, which as of June 17, 2003 are convertible into
approximately 25,232,416 shares of Common Stock. Vectis purchased 581,818
shares of Series D Preferred Stock, which as of June 17, 2003 are convertible
into approximately 7,989,839 shares of Common Stock for a purchase price of
$7,999,997.50 and Cheung Kong purchased 872,727 shares of Series D Preferred
Stock, which as of June 17, 2003 are convertible into approximately 11,984,758
shares of Common Stock, for a purchase price of $11,999,996.25.

For so long as 500,000 shares of the Series D Preferred Stock is
outstanding and a majority of the Series D Preferred Stock is owned by General
Atlantic, the holders of the Series D Preferred Stock are entitled to elect one
of the Companys seven directors. In December 2001, the holders of the Series D
Preferred Stock elected William E. Ford, a general partner of General Atlantic,
to serve on the Board of Directors. For so long as Cheung Kong owns 750,000
shares of Series D Preferred Stock, Cheung Kong is entitled to designate a
non-voting observer to the Board of Directors.

Indemnification

The Companys articles of incorporation limit the liability of its
directors for monetary damages arising from a breach of their fiduciary duty as
directors, except to the extent otherwise required by the California
Corporations Code. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.

The Companys bylaws provide that the Company may indemnify its directors
and officers to the fullest extent permitted by California law, including in
circumstances in which indemnification is otherwise discretionary under
California law. The Company also has entered into indemnification agreements
with its officers and directors containing provisions that may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct
of a culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors and officers insurance if available on reasonable terms.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Annual Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Francisco, State of California, on the 30th day of April, 2003.

| |                     |                                                                                          
| | ------------------- | -----------------------------------------------------------------------------------------
| | Critical Path, Inc.
| |                     |                                                                                          
| | By:                 | /s/ Paul Bartlett                                                                        
| |                     |                                                                                          
| |                     | Paul Bartlett
Chief Financial Officer
and Executive Vice President,
Corporate Development

Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment to its Annual Report on Form 10-K has been signed below by the
following persons in the capacities and on the dates indicated.

|                                                        |  |                                                                                                                          |  |               
|------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | --------------
|Name                                                    |  | Title                                                                                                                    |  | Date          
|                                                        |  |                                                                                                                          |  |               
|/s/ William E. McGlashan, Jr.
William E. McGlashan, Jr. |  | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)                                          |  | April 30, 2003
|                                                        |  |                                                                                                                          |  |               
|/s/ Paul Bartlett
Paul Bartlett                         |  | Chief Financial Officer
and Executive Vice President,
Corporate Development
(Principal Financial and Accounting Officer) |  | April 30, 2003
|                                                        |  |                                                                                                                          |  |               
|*
William S. Cohen                                      |  | Director                                                                                                                 |  | April 30, 2003
|                                                        |  |                                                                                                                          |  |               
|Ross Dove                                               |  | Director                                                                                                                 |  | April , 2003  
|                                                        |  |                                                                                                                          |  |               
|*
Raul F. Fernandez                                     |  | Director                                                                                                                 |  | April 30, 2003
|                                                        |  |                                                                                                                          |  |               
|*
William E. Ford                                       |  | Director                                                                                                                 |  | April 30, 2003
|                                                        |  |                                                                                                                          |  |               
|*
Wm. Christopher Gorog                                 |  | Director                                                                                                                 |  | April 30, 2003
|                                                        |  |                                                                                                                          |  |               
|Steven R. Springsteel                                   |  | Director                                                                                                                 |  | April , 2003  

| |  |         |                                            | 
| |  | ------- | ------------------------------------------ | 
| |  | *   By: | /s/ William E.
McGlashan, Jr.             
| |  |         |                                           
| |  |         | William E.
McGlashan, Jr.
Attorney-in-Fact

21