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                                                                    EXHIBIT 10.1

                            ONYX SOFTWARE CORPORATION
                              STOCK AWARD AGREEMENT

Onyx Software Corporation, (the "Company"), hereby awards shares of Common Stock
to the individual named below (the "Participant"). The terms and conditions of
the Stock Award are set forth in this cover sheet, in the attached Stock Award
Agreement and in the Onyx Software Corporation 1998 Stock Compensation Incentive
Plan as amended and restated on March 21, 2003 (the "Plan").

Vesting Date: _________________, YEAR

Award Date:  _________________, YEAR

Name of Participant:______________________________________________________

Number of shares of Common Stock Awarded: ________________________________

               BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
               CONDITIONS DESCRIBED IN THE ATTACHED STOCK AWARD AGREEMENT AND IN
               THE PLAN. YOU ARE ALSO ACKNOWLEDGING RECEIPT OF THIS AGREEMENT
               AND COPIES OF THE PLAN AND THE PLAN'S PROSPECTUS.

Participant:______________________________________________________________
                                   (Signature)

Company:__________________________________________________________________
                                   (Signature)

Title:____________________________________________________________________

Attachment

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                            ONYX SOFTWARE CORPORATION
                              STOCK AWARD AGREEMENT

THE  PLAN AND OTHER         The text of the Plan is incorporated in this
AGREEMENTS                  Agreement by this reference. You and the Company
                            agree to execute such further instruments and to
                            take such further action as may reasonably be
                            necessary to carry out the intent of this Agreement.
                            Unless otherwise defined in this Agreement, certain
                            capitalized terms used in this Agreement are defined
                            in the Plan.

                            This Agreement, the attached Exhibits and the Plan
                            constitute the entire understanding between you and
                            the Company regarding this Award of Common Stock.
                            Any prior agreements, commitments or negotiations
                            are superseded.

AWARD OF COMMON STOCK       The Company awards you the number of shares of
                            Common Stock shown on the cover sheet of this
                            Agreement. These shares are referred to in this
                            Agreement as your "Restricted Shares." The Award is
                            subject to the terms and conditions of this
                            Agreement and the Plan. This Award is not intended
                            to constitute a "nonqualified deferred compensation
                            plan" within the meaning of Section 409A of the
                            Code, and will be interpreted accordingly.

VESTING                     As long as you render continuous service to the
                            Company (or its parent or Subsidiary), you will
                            become incrementally vested as to 33% of the total
                            number of Restricted Shares (rounded to the nearest
                            whole number) as shown on the attached cover sheet
                            on the one year anniversary of the Vesting Date and
                            an additional 16.75% of the total number of
                            Restricted Shares (rounded to the nearest whole
                            number) each six-months thereafter, with the result
                            that 100% of the Restricted Shares shall be vested
                            three years from the Vesting Date. In addition, the
                            total number of then unvested Restricted Shares may
                            become fully vested in accordance with Section 11.2
                            of the Plan in the event of a Corporate Transaction.
                            Except as provided in the preceding sentence, in the
                            event that your service ceases prior to the third
                            anniversary of the Vesting Date, you will forfeit to
                            the Company all of the unvested Restricted Shares.
                            For purposes of facilitating the enforcement of the
                            provisions of this Section, the Company may issue
                            stop-transfer instructions on the Restricted Shares
                            to the Company's transfer agent, or otherwise hold
                            the Restricted Shares in escrow, until the
                            Restricted Shares have vested and you have satisfied
                            all applicable obligations with respect to the
                            Restricted Shares, including any applicable tax
                            withholding obligations. Any new, substituted or
                            additional securities or other property which is
                            issued or distributed with respect to the unvested
                            Restricted Shares shall be subject to the same terms
                            and conditions as are applicable to the unvested
                            Restricted Shares under this Agreement and the Plan.

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CODE SECTION 83(B)          Under Section 83 of the Internal Revenue Code of
ELECTION                    1986, as amended (the "Code"), the Fair Market Value
                            of the Restricted Shares on the date any forfeiture
                            restrictions applicable to such Restricted Shares
                            lapse will be reportable as ordinary income at that
                            time. You may elect to be taxed at the time the
                            Restricted Shares are awarded to you to the extent
                            that the Fair Market Value of the Restricted Shares
                            exceeds the amount of consideration paid by you (if
                            any) for such Restricted Shares at that time rather
                            than when such Restricted Shares ceases to be
                            subject to such forfeiture restrictions, by filing
                            an election under Section 83(b) of the Code with the
                            Internal Revenue Service within thirty (30) days
                            after the Award Date. The form for making this
                            election is attached as Exhibit A hereto. YOU
                            ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND
                            NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER
                            CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY
                            OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR
                            BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS
                            WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO
                            FILE A CODE SECTION 83(B) ELECTION.

LEAVES OF ABSENCE           For purposes of this Agreement, while you are a
                            common-law employee, your service does not terminate
                            when you go on a bona fide leave of absence that was
                            approved by the Company (or its parent or
                            subsidiary) in writing, if the terms of the leave
                            provide for continued service crediting, or when
                            continued service crediting is required by
                            applicable law. Your service terminates in any event
                            when the approved leave ends, unless you immediately
                            return to active work.

                            The Company determines which leaves count for this
                            purpose, and when your service terminates for all
                            purposes under the Plan.

VOTING AND OTHER RIGHTS     Subject to the terms of this Agreement, you shall
                            have all the rights and privileges of a shareholder
                            of the Company while the Restricted Shares are
                            subject to stop-transfer restrictions, or otherwise
                            held in escrow, including the right to vote and to
                            receive dividends (if any).

RESTRICTIONS ON             The Company will not issue any Common Stock if the
ISSUANCE                    issuance of such Common Stock at that time would
                            violate any law or regulation.

WITHHOLDING TAXES           You will be solely responsible for payment of any
                            and all applicable taxes associated with this Award.

                            Unless you make other arrangements with the Company
                            to satisfy your withholding obligations, you agree
                            to satisfy any applicable withholding tax
                            obligations that arise in connection with the
                            Restricted Shares by (i) having the Company withhold
                            shares from the Restricted Shares held in escrow, or
                            (ii) tendering shares to the Company, in either
                            case, equal in value to the amount necessary to
                            satisfy any such withholding tax obligation. Such

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                            Shares shall be valued based on the fair market
                            value as of the day prior to the date that the
                            amount of tax to be withheld is to be determined
                            under applicable law. The Company shall not be
                            required to release the Restricted Shares from the
                            stop-transfer instructions or escrow unless and
                            until such obligations are satisfied.

RESTRICTIONS ON RESALE      By signing this Agreement, you agree not
                            to sell any Restricted Share prior to its vesting or
                            sell any shares of Common Stock acquired under this
                            Award at a time when applicable laws, regulations or
                            Company or underwriter trading policies prohibit
                            sale.

                            If the sale of shares of Common Stock acquired under
                            this Award is not registered under the Securities
                            Act, but an exemption is available which requires an
                            investment or other representation and warranty, you
                            shall represent and agree that the shares being
                            acquired are being acquired for investment, and not
                            with a view to the sale or distribution thereof, and
                            shall make such other representations and warranties
                            as are deemed necessary or appropriate by the
                            Company and its counsel.


NO RETENTION RIGHTS         This Agreement is not an employment agreement and
                            does not give you the right to be retained by the
                            Company (or its parent or Subsidiaries). The Company
                            (or its parent or Subsidiaries) reserves the right
                            to terminate your service at any time and for any
                            reason.


ADJUSTMENTS                 In the event of a stock split, a stock dividend or a
                            similar change in the Company stock, the number of
                            Restricted Shares covered by this Award may be
                            adjusted (and rounded down to the nearest whole
                            number) pursuant to the Plan.

AUTHORIZATION TO            You hereby authorize and direct your employer to
RELEASE NECESSARY           collect, use and transfer in electronic or other
PERSONAL INFORMATION        form, any personal information (the "Data")
                            regarding your employment, the nature  and amount of
                            your compensation and the facts and conditions of
                            your participation in the Plan (including, but not
                            limited to, your name, home address, telephone
                            number, date of birth, social security number (or
                            any other social or national identification number),
                            salary, nationality, job title, number of shares
                            held and the details of all awards or any other
                            entitlement to shares awarded, cancelled, exercised,
                            vested, unvested or outstanding) for the purpose of
                            implementing, administering and managing your
                            participation in the Plan. You understand that the
                            Data may be transferred to the Company or any of its
                            Subsidiaries, or to any third parties assisting in
                            the implementation, administration and management of
                            the Plan, including any requisite transfer to a
                            broker or other third party assisting with the
                            administration of this Award under the Plan or with
                            whom shares acquired pursuant to this Award or cash
                            from the sale of such shares may be deposited. You
                            acknowledge that recipients of the Data may be
                            located in different countries, and those countries
                            may have data privacy laws and protections different
                            from those in the country of your residence.
                            Furthermore, you acknowledge and understand that the
                            transfer of the Data

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                            to the Company or any of its Subsidiaries, or to any
                            third parties is necessary for your participation in
                            the Plan.

                            You may at any time withdraw the consents herein by
                            contacting your local human resources representative
                            in writing. You further acknowledge that withdrawal
                            of consent may affect your ability to exercise or
                            realize benefits from this Award, and your ability
                            to participate in the Plan.

LEGENDS                     If certificates representing the Restricted
                            Shares are issued under this Award, then such
                            certificates, where applicable, shall have endorsed
                            thereon the following legend and any other legend
                            the Company determines appropriate:

                                    "THE SHARES REPRESENTED BY THIS CERTIFICATE
                                    ARE SUBJECT TO CERTAIN RESTRICTIONS ON
                                    TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
                                    SET FORTH IN AN AGREEMENT BETWEEN THE
                                    COMPANY AND THE REGISTERED HOLDER, OR HIS OR
                                    HER PREDECESSOR IN INTEREST. A COPY OF SUCH
                                    AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE
                                    OF THE COMPANY AND WILL BE FURNISHED UPON
                                    WRITTEN REQUEST TO THE SECRETARY OF THE
                                    COMPANY BY THE HOLDER OF RECORD OF THE
                                    SHARES REPRESENTED BY THIS CERTIFICATE."

                                    "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
                                    REGISTERED UNDER THE SECURITIES ACT OF 1933,
                                    AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
                                    OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
                                    REGISTRATION THEREOF UNDER SUCH ACT OR AN
                                    OPINION OF COUNSEL, SATISFACTORY TO THE
                                    COMPANY AND ITS COUNSEL, THAT SUCH
                                    REGISTRATION IS NOT REQUIRED."

NOTICE                      Any notice to be given or delivered to the Company
                            relating to this Agreement shall be in writing and
                            addressed to the Company at its principal corporate
                            offices. Any notice to be given or delivered to you
                            relating to this Agreement shall be in writing and
                            addressed to you at such address of which you advise
                            the Company in writing. All notices shall be deemed
                            effective upon personal delivery or upon deposit in
                            the U.S. mail, postage prepaid and properly
                            addressed to the party to be notified.

APPLICABLE LAW              This Agreement will be interpreted and enforced
                            under the laws of the State of Washington.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
                  CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

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                                    EXHIBIT A

                         ELECTION UNDER SECTION 83(B) OF
                            THE INTERNAL REVENUE CODE

The undersigned hereby makes an election pursuant to Section 83(b) of the
Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:

1.    The name, address and social security number of the undersigned:
      ________________________________________________________________

      ________________________________________________________________

      ________________________________________________________________

         Social Security No. :________________________________________

2.    Description of property with respect to which the election is being made:

      ______________ shares of common stock of Onyx Software Corporation (the
      "Company").

3.    The date on which the property was transferred is _____________, [YEAR].

4.    The taxable year to which this election relates is calendar year [YEAR].

5.    Nature of restrictions to which the property is subject:

      The shares of stock are subject to the provisions of a Stock Award
      Agreement (the "Agreement") between the undersigned and the Company. The
      shares of stock are subject to forfeiture under the terms of the
      Agreement.

6.    The fair market value of the property at the time of transfer (determined
      without regard to any lapse restriction) was $__________ per share, [for a
      total of $__________.]

7.    The amount paid by taxpayer for the property was $__________.

8.    A copy of this statement has been furnished to the Company.

Dated:  _____________ __, [YEAR].

                                                     ___________________________
                                                     [Taxpayer's Name]
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