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Exhibit 10.23
 Digital River, Inc.
 2007 Equity Incentive Plan
 1. Purposes.
 (a) Eligible Stock Award Recipients.
 (b) Available Stock Awards.
 (c) General Purpose.
 2. Definitions.
 (a) Affiliate
 (b) Board
 (c) Capitalization Adjustment
 (d) Cause
 (e) Code
 (f) Committee
 (g) Common Stock
 (h) Company




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(i) Consultant
 (j) Continuous Service
 (k) Corporate Transaction
 (i)
    
    a sale or other disposition of all or substantially all, as determined by the Board in its
discretion, of the consolidated assets of the Company and its Subsidiaries;(ii)
    
    a merger, consolidation or similar transaction following which the Company is not the
surviving corporation; or(iii)
    
    a merger, consolidation or similar transaction following which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately preceding the merger,
consolidation or similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form of securities, cash
or otherwise.
 (l) Covered Employee
 (m) Director
 (n) Disability
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(o) Employee
 (p) Entity
 (q) Exchange Act
 (r) Exchange Act Person
 (s) Fair Market Value
 (i) The Wall Street Journal
 (ii)
 (t) Full Value Award
 (u) Incentive Stock Option
 (v) Non-Employee Director
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(w) Nonstatutory Stock Option
 (x) Option
 (y) Option Agreement
 (z) Optionholder
 (aa) Outside Director
 (bb) Own, Owned, Ownership.
 (cc) Participant
 (dd) Performance Share
 (ee) Performance Share Agreement
 (ff) Plan
 (gg) Restricted Stock Award
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(hh) Restricted Stock Award Agreement
 (ii) Restricted Stock Unit Award
 (jj) Restricted Stock Unit Award Agreement
 (kk) Rule 16b-3
 (ll) Securities Act
 (mm) Stock Award
 (nn) Stock Award Agreement
 (oo) Subsidiary
 (pp) Ten Percent Stockholder
 3. Administration.
 (a) Administration by Board.
 (b) Powers of Board.
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(i)
 (ii)
 (iii)
 (iv)
 (v)
 (c) Delegation to Committee.
 (i) General.
 (ii) Section 162(m) and Rule 16b-3 Compliance.
 (d) Effect of Boards Decision.
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4. Shares Subject to the Plan.
 (a) Share Reserve.
 (b) Limitation on Full Value Awards.
 (c) Reversion of Shares to the Share Reserve
 (d) Source of Shares.
 5. Eligibility.
 (a) Eligibility for Specific Stock Awards
 (b) Ten Percent Stockholders.
 (c) Section 162(m) Limitation on Annual Grants.
 (d) Consultants.
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6. Option Provisions.
  (a) Term.
 (b) Exercise Price.
 (c) Consideration.
 (i)
 (ii)
 (iii)
 (iv) provided, however, provided, further,
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(v)
 (d) Transferability of an Incentive Stock Option.
 (e) Transferability of a Nonstatutory Stock Option.
 (f) Vesting Generally.
 (g) Termination of Continuous Service.
 (h) Extension of Termination Date.
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(i) Disability of Optionholder. provided,
however
 (j) Death of Optionholder. provided, however
 (k) Termination for Cause.
 7. Provisions of Stock Awards other than Options.
 (a) Restricted Stock Awards.
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(i) Consideration.
 (ii) Vesting.
 (iii) Termination of Participants Continuous Service.
 (iv) Transferability.
 (b) Restricted Stock Unit Awards.
 (i) Consideration.
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(ii) Vesting.
 (iii) Payment.
 (iv) Dividend Equivalents.
 (v) Termination of Participants Continuous Service.
 (vi) Transferability.
 (c) Performance Shares.
 (i) Consideration.
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(ii) Vesting.
 (iii) Payment.
 (iv) Dividend Equivalents.
 (v) Termination of Participants Continuous Service.
 (vi) Transferability.
 (d) Deferral of Award Payment.
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8. Performance Objectives.
 
 9. Covenants of the Company.
 (a) Availability of Shares.
 (b) Securities Law Compliance. provided, however,
 10. Use of Proceeds from Stock.
  11. Miscellaneous.
 (a) Acceleration of Exercisability and Vesting.
 (b) Stockholder Rights.
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(c) No Employment or other Service Rights.
 (d) Incentive Stock Option $100,000 Limitation.
 (e) Investment Assurances.
 (f) Withholding Obligations. provided, however,
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(g) Foreign Employees.
 (h) Indemnification.
 12. Adjustments upon Changes in Stock.
 (a) Capitalization Adjustments
 (b) Dissolution or Liquidation
 (c) Corporate Transaction
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(d) Securities Acquisition.
 13. Amendment of the Plan and Stock Awards.
 (a) Amendment of Plan.
 (b) Stockholder Approval.
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(c) Contemplated Amendments.
 (d) No Impairment of Rights.
 (e) Amendment of Stock Awards. provided, however,
 14. Termination or Suspension of the Plan.
 (a) Plan Term.
 (b) No Impairment of Rights.
 15. No Authority to Reprice.
  16. Effective Date of Plan.
  17. Choice of Law.
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