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                                                                    EXHIBIT 4.09
                                                                    ------------

                           CONCUR TECHNOLOGIES, INC.

                           1999 STOCK INCENTIVE PLAN

                          As Adopted December 1, 1999

     1.   PURPOSE.  The purpose of this Plan is to provide incentives to
          -------
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent and
Subsidiaries, by offering them an opportunity to participate in the Company's
future performance through awards of Options. Capitalized terms not defined in
the text are defined in Section 21, if they are not otherwise defined in other
sections of this Plan.

     2.   SHARES SUBJECT TO THE PLAN.
          --------------------------

          2.1  Number of Shares Available.  Subject to Sections 2.2 and 16, the
               --------------------------
total number of Shares reserved and available for grant and issuance pursuant to
this Plan will be 1,500,000 Shares.  Subject to Sections 2.2 and 16, Shares that
are subject to: (a) issuance upon exercise of an Option but cease to be subject
to such Option for any reason other than exercise of such Option; and (b) an
Option granted hereunder but are forfeited or are repurchased by the Company at
the original issue price because the Shares are Unvested Shares at the time of
the Participant's Termination, will again be available for grant and issuance in
connection with future Options under this Plan.  At all times the Company shall
reserve and keep available a sufficient number of Shares as shall be required to
satisfy the requirements of all outstanding Options granted under this Plan.

          2.2  Adjustment of Shares.  If the number of outstanding shares is
               --------------------
changed by a stock dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the capital
structure of the Company without consideration, then (a) the number of Shares
reserved for issuance under this Plan, and (b) the Exercise Prices of and number
of Shares subject to outstanding Options, will be proportionately adjusted,
subject to any required action by the Board or the stockholders of the Company
and compliance with applicable securities laws; provided, that fractions of a
                                                --------
Share will not be issued but will either be paid in cash at the Fair Market
Value of such fraction of a Share or will be rounded up to the nearest whole
Share, as determined by the Committee; and provided, further, that the Exercise
Price of any Option may not be decreased to below the par value of the Shares.

     3.   ELIGIBILITY.  Options may be granted to employees, officers,
          -----------
consultants, independent contractors and advisors of the Company or any Parent
or Subsidiary of the Company; provided such consultants, contractors and
                              --------
advisors render bona fide services not in connection with the offer and sale of
securities in a capital-raising transaction.  A person may be granted more than
one Option under this Plan.  Options awarded to Insiders or other individuals
who are officers of the Company may not exceed in the aggregate forty percent
(40%) of all Shares that are reserved for grant under this Plan and employees
who are not officers of the Company, or any Parent or Subsidiary of the Company
must receive at least sixty percent (60%) of all Shares that are reserved for
grant under this Plan.
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     4.   ADMINISTRATION.
          --------------

          4.1  Committee Authority.  This Plan will be administered by the
               -------------------
Committee or by the Board acting as the Committee.  Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the Board,
the Committee will have full power to implement and carry out this Plan.
Without limitation, the Committee will have the authority to:

               (a)  construe and interpret this Plan, any Stock Option Agreement
and any other agreement or document executed pursuant to this Plan;

               (b)  prescribe, amend and rescind rules and regulations relating
to this Plan or any Option;

               (c)  select persons to receive Options;

               (d)  determine the form and terms of Options;

               (e)  determine the number of Shares subject to Options;

               (f)  determine whether Options will be granted singly, in
combination with, in tandem with, in replacement of, or as alternatives to,
other Options under this Plan or any other incentive or compensation plan of the
Company or any Parent or Subsidiary of the Company;

               (g)  grant waivers of Plan or Option conditions;

               (h)  determine the vesting, exercisability and payment of
Options;

               (i)  correct any defect, supply any omission or reconcile any
inconsistency in this Plan, any Option or any Stock Option Agreement;

               (j)  determine whether an Option has been earned; and

               (k)  make all other determinations necessary or advisable for the
administration of this Plan.

          4.2  Committee Discretion.  Any determination made by the Committee
               --------------------
with respect to any Option will be made in its sole discretion at the time of
grant of the Option or, unless in contravention of any express term of this Plan
or Option, at any later time, and such determination will be final and binding
on the Company and on all persons having an interest in any Option under this
Plan.  The Committee may delegate to one or more officers of the Company the
authority to grant an Option under this Plan to Participants who are not
Insiders.

     5.   OPTIONS.  Only nonqualified stock options that do not qualify as
          -------
incentive stock options within the meaning of Code Section 422(b) may be granted
under this Plan.  The Committee may grant Options to eligible persons and will
determine (i) the number of Shares subject to the Option, (ii) the Exercise
Price of the Option, (iii) the period during which the

                                       2
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Option may be exercised, and (iv) all other terms and conditions of the Option,
subject to the following:

          5.1  Form of Option Grant.  Each Option granted under this Plan will
               --------------------
be evidenced by a Stock Option Agreement.  The Stock Option Agreement will be in
such form and contain such provisions (which need not be the same for each
Participant) as the Committee may from time to time approve, and which will
comply with and be subject to the terms and conditions of this Plan.

          5.2  Date of Grant.  The date of grant of an Option will be the date
               -------------
on which the Committee makes the determination to grant the Option, unless a
later date is otherwise specified by the Committee.  The Stock Option Agreement
and a copy of this Plan will be delivered to the Participant within a reasonable
time after the Option is granted.

          5.3  Exercise Period and Expiration Date.  Options will be exercisable
               -----------------------------------
within the times or upon the occurrence of events determined by the Committee as
set forth in the Stock Option Agreement governing such Option; provided,
                                                               --------
however, that no Option will be exercisable after the expiration of ten (10)
-------
years from the date the Option is granted.   The Committee also may provide for
Options to become exercisable at one time or from time to time, periodically or
otherwise, in such number of Shares or percentage of Shares as the Committee
determines.

          5.4  Exercise Price.  The Exercise Price of an Option will be
               --------------
determined by the Committee when the Option is granted and may not be less than
Fair Market Value of the Shares on the date of grant.  Payment for the Shares
purchased must be made in accordance with Section 6 of this Plan.

          5.5  Method of Exercise.  Options may be exercised only by delivery to
               ------------------
the Company of a written stock option exercise agreement  (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

          5.6  Termination.  Notwithstanding the exercise periods set forth in
               -----------
the Stock Option Agreement, exercise of an Option will always be subject to the
following:

               (a)  If the Participant is Terminated for any reason except death
or Disability, then the Participant may exercise such Participant's Options only
to the extent that such Options would have been exercisable upon the Termination
Date no later than three (3) months after the Termination Date (or such shorter
or longer time period not exceeding five (5) years as may be determined by the
Committee, but in any event, no later than the expiration date of the Options.

               (b)  If the Participant is Terminated because of Participant's
death or Disability (or the Participant dies within three (3) months after a
Termination other than for

                                       3
<PAGE>

Cause or because of Participant's Disability), then Participant's Options may be
exercised only to the extent that such Options would have been exercisable by
Participant on the Termination Date and must be exercised by Participant (or
Participant's legal representative or authorized assignee) no later than twelve
(12) months after the Termination Date (or such shorter or longer time period
not exceeding five (5) years as may be determined by the Committee) but in any
event no later than the expiration date of the Options.

               (c)  Notwithstanding the provisions in paragraph 5.6(a) above, if
a Participant is terminated for Cause, neither the Participant, the
Participant's estate nor such other person who may then hold the Option shall be
entitled to exercise any Option with respect to any Shares whatsoever, after
termination of service, whether or not after termination of service the
Participant may receive payment from the Company or any Parent or Subsidiary of
the Company for vacation pay, for services rendered prior to termination, for
services rendered for the day on which termination occurs, for salary in lieu of
notice, or for any other benefits. In making such determination, the Board shall
give the Participant an opportunity to present to the Board evidence on his
behalf. For the purpose of this paragraph, termination of service shall be
deemed to occur on the date when the Company dispatches notice or advice to the
Participant that his service is terminated.

          5.7  Limitations on Exercise.  The Committee may specify a reasonable
               -----------------------
minimum number of Shares that may be purchased on any exercise of an Option,
provided that the minimum number will not prevent a Participant from exercising
the Option for the full number of Shares for which it is then exercisable.

          5.8  Modification, Extension or Renewal.  The Committee may modify,
               ----------------------------------
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted.  The Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants affected by a written
notice to them; provided, however, that the Exercise Price may not be reduced
                --------  -------
below the minimum Exercise Price that would be permitted under Section 5.4 of
this Plan for Options granted on the date the action is taken to reduce the
Exercise Price; and provided, further, that the Exercise Price shall not be
reduced below the par value of the Shares.

     6.   PAYMENT FOR SHARE PURCHASES.
          ---------------------------

          6.1  Payment.  Payment for Shares purchased on exercise of an Option
               -------
may be made in cash (by check) or, where expressly approved for the Participant
by the Committee and where permitted by law:

               (a)  by cancellation of indebtedness of the Company to the
Participant;

               (b)  by surrender of shares that either:  (1) have been owned by
Participant for more than six (6) months and have been paid for within the
meaning of SEC Rule 144 (and, if such shares were purchased from the Company by
use of a promissory note, such note has been fully paid with respect to such
shares); or (2) were obtained by Participant in the public market;

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<PAGE>

               (c)  by tender of a full recourse promissory note having such
terms as may be approved by the Committee and bearing interest at a rate
sufficient to avoid imputation of income under Sections 483 and 1274 of the
Code; provided, however, that a Participant who is not an employee of the
      --------  -------
Company may not purchase Shares with a promissory note unless the note is
adequately secured by collateral other than the Shares; and provided, further,
that the portion of the Exercise Price equal to the par value of the Shares must
be paid in cash;

               (d)  by waiver of compensation due or accrued to the Participant
for services rendered;

               (e)  provided that a public market for the Company's stock
exists:

                    (1)  through a "same day sale" commitment from the
Participant and a broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby the Participant irrevocably elects
to exercise the Option and to sell a portion of the Shares so purchased to pay
for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the Exercise Price directly to the Company; or

                    (2)  through a "margin" commitment from the Participant and
a NASD Dealer whereby the Participant irrevocably elects to exercise the Option
and to pledge the Shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the Exercise Price,
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or

               (f)  by any combination of the foregoing.

          6.2  Loan Guarantees.  The Committee may help the Participant pay for
               ---------------
Shares purchased under this Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant.

     7.   WITHHOLDING TAXES.
          -----------------

          7.1  Withholding Generally.  Whenever Shares are to be issued on
               ---------------------
exercise of Options granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares.  If a payment in satisfaction of an
Option is to be made in cash, such payment will be net of an amount sufficient
to satisfy federal, state, and local withholding tax requirements.

          7.2  Stock Withholding.  When, under applicable tax laws, a
               -----------------
Participant incurs tax liability in connection with the exercise or vesting of
any Option that is subject to tax withholding and the Participant is obligated
to pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined.

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<PAGE>

All elections by a Participant to have Shares withheld for this purpose will be
made in accordance with the requirements established by the Committee and be in
writing in a form acceptable to the Committee

     8.   PRIVILEGES OF STOCK OWNERSHIP.
          -----------------------------

          8.1  Voting and Dividends.  No Participant will have any of the rights
               --------------------
of a stockholder with respect to any Shares until the Shares are issued to the
Participant.  After Shares are issued to the Participant, the Participant will
be a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, however, that
if the Shares are Unvested Shares, any new, additional or different securities
the Participant may become entitled to receive with respect to the Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Unvested Shares; provided, further that the Participant will have no right to
retain such dividends or distributions with respect to Shares that are
repurchased at the Participant's original Exercise Price pursuant to Section 10.

          8.2  Financial Statements.  The Company will provide financial
               --------------------
statements to each Participant prior to such Participant's purchase of Shares
under this Plan, and to each Participant annually during the period such
Participant has Options outstanding; provided, however, that the Company will
                                     --------  -------
not be required to provide such financial statements to Participants whose
services in connection with the Company assure them access to equivalent
information.

     9.   TRANSFERABILITY.  Options granted under this Plan, and any interest
          ---------------
therein, will not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as determined by the Committee and
set forth in the Stock Option Agreement.  During the lifetime of the Participant
an Option will be exercisable only by the Participant, and any elections with
respect to the Option may be made only by the Participant unless otherwise
determined by the Committee and set forth in the Stock Option Agreement.

     10.  RESTRICTIONS ON SHARES.  At the discretion of the Committee, the
          ----------------------
Company may reserve to itself and/or its assignee(s) in the Stock Option
Agreement a right to repurchase at the Participant's Exercise Price a portion of
or all Unvested Shares held by a Participant following such Participant's
Termination at any time within ninety (90) days after the later of Participant's
Termination Date and the date Participant purchases Shares under this Plan, for
cash and/or cancellation of purchase money indebtedness.

     11.  CERTIFICATES.  All certificates for Shares or other securities
          ------------
delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.

                                       6
<PAGE>

     12.  ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a
          ------------------------
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing the Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates.  Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
                                   --------  -------
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral.  In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve.  The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

     13.  EXCHANGE AND BUYOUT OF OPTIONS.  The Committee may, at any time or
          ------------------------------
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Options in exchange for the surrender and
cancellation of any or all outstanding Options.  The Committee may at any time
buy from a Participant an Option previously granted with payment in cash, Shares
or other consideration, based on such terms and conditions as the Committee and
the Participant may agree.

     14.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Option will not be
          ----------------------------------------------
effective unless such Option is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Option and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan prior to:
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable; and/or (b) completion of any registration
or other qualification of such Shares under any state or federal law or ruling
of any governmental body that the Company determines to be necessary or
advisable.  The Company will be under no obligation to register the Shares with
the SEC or to effect compliance with the registration, qualification or listing
requirements of any state securities laws, stock exchange or automated quotation
system, and the Company will have no liability for any inability or failure to
do so.

     15.  NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Option granted
          -----------------------
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
cause.

                                       7
<PAGE>

     16.  CORPORATE TRANSACTIONS.
          ----------------------

          16.1 Assumption or Replacement of Options by Successor.  In the event
               -------------------------------------------------
of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or their relative stock
holdings and the Options granted under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially
all of the assets of the Company, or (e) the acquisition, sale, or transfer of
more than 50% of the outstanding shares of the Company by tender offer or
similar transaction, any or all outstanding Options may be assumed, converted or
replaced by the successor corporation (if any), which assumption, conversion or
replacement will be binding on all Participants.  In the alternative, the
successor corporation may substitute equivalent Options or provide substantially
similar consideration to Participants as was provided to stockholders (after
taking into account the existing provisions of the Options).  The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant.  In the event such
successor corporation (if any) refuses to assume or substitute Options, as
provided above, pursuant to a transaction described in this Subsection 16.1,
such Options will expire on such transaction at such time and on such conditions
as the Committee will determine; provided, however, that the Committee may, in
                                 --------  -------
its sole discretion, provide that the vesting of any or all Options granted
pursuant to this Plan will accelerate.  If the Committee exercises such
discretion with respect to Options, such Options will become exercisable in full
prior to the consummation of such event at such time and on such conditions as
the Committee determines, and if such Options are not exercised prior to the
consummation of the corporate transaction, they shall terminate at such time as
determined by the Committee.

          16.2 Other Treatment of Options.  Subject to any greater rights
               --------------------------
granted to Participants under the foregoing provisions of this Section 16, in
the event of the occurrence of any transaction described in Section 16.1, any
outstanding Options will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, or sale of assets.

          16.3 Assumption of Options by the Company.  The Company, from time to
               ------------------------------------
time, also may substitute or assume outstanding options granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either; (a) granting an Option under this Plan in substitution of
such other company's option; or (b) assuming such option as if it had been
granted under this Plan if the terms of such assumed option could be applied to
an Option granted under this Plan.  Such substitution or assumption will be
permissible if the holder of the substituted or assumed option would have been
eligible to be granted an Option under this Plan if the other company had
applied the rules of this Plan to such

                                       8
<PAGE>

grant. In the event the Company assumes an option granted by another company,
the terms and conditions of such Option will remain unchanged (except that the
                                                               ------
exercise price and the number and nature of Shares issuable upon exercise of any
such option will be adjusted appropriately pursuant to Section 424(a) of the
Code). In the event the Company elects to grant a new Option rather than
assuming an existing option, such new Option may be granted with a similarly
adjusted Exercise Price.

     17.  ADOPTION.  This Plan will become effective on the date that it is
          --------
adopted by the Board (the "Effective Date").

     18.  TERM OF PLAN/GOVERNING LAW.  Unless earlier terminated as provided
          --------------------------
herein, this Plan will terminate ten (10) years from the Effective Date.  This
Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of the State of Washington.

     19.  AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time terminate
          --------------------------------
or amend this Plan in any respect, including without limitation amendment of any
form of Stock Option Agreement or instrument to be executed pursuant to this
Plan.

     20.  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by the
          --------------------------
Board, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either generally applicable or applicable only in specific cases.

     21.  DEFINITIONS.  As used in this Plan, the following terms will have the
          -----------
following meanings:

          "Board" means the Board of Directors of the Company.

          "Cause" means the commission of an act of theft, embezzlement, fraud,
dishonesty or a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company.

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

          "Committee" means the Compensation Committee of the Board.

          "Company" means Concur Technologies, Inc. or any successor
corporation.

          "Disability" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.

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

          "Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

                                       9
<PAGE>

          "Fair Market Value" means, as of any date, the value of a share of the
Company's  Common Stock determined as follows:

               (a)  if such Common Stock is then quoted on the Nasdaq National
Market, its closing price on the Nasdaq National Market on the date of
determination as reported in The Wall Street Journal;
                             -----------------------

               (b)  if such Common Stock is publicly traded and is then listed
on a national securities exchange, its closing price on the date of
determination on the principal national securities exchange on which the Common
Stock is listed or admitted to trading as reported in The Wall Street Journal;
                                                      -----------------------
or

               (c)  if such Common Stock is publicly traded but is not quoted on
the Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on the date
of determination as reported in The Wall Street Journal;
                                -----------------------

               (d)  if none of the foregoing is applicable, by the Committee in
good faith.

          "Insider" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to Section
16 of the Exchange Act.

          "Option" means an Option of an option to purchase Shares pursuant to
Section 5.

          "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of such corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

          "Participant" means a person who receives an Option under this Plan.

          "Plan" means this Concur Technologies, Inc. 1999 Stock Incentive Plan,
as amended from time to time.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Shares" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 16, and any
successor security.

          "Stock Option Agreement" means, with respect to each Option, the
signed written agreement between the Company and the Participant setting forth
the terms and conditions of the Option.

          "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last

                                       10
<PAGE>

corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

          "Termination" or "Terminated" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer, consultant, independent contractor, or
advisor to the Company or a Parent or Subsidiary of the Company.  An employee
will not be deemed to have ceased to provide services in the case of (i) sick
leave, (ii) military leave, or (iii) any other leave of absence approved by the
Committee, provided, that such leave is for a period of not more than 90 days,
unless reemployment upon the expiration of such leave is guaranteed by contract
or statute or unless provided otherwise pursuant to formal policy adopted from
time to time by the Company and issued and promulgated to employees in writing.
In the case of any employee on an approved leave of absence, the Committee may
make such provisions respecting suspension of vesting of the Option while on
leave from the employ of the Company or a Parent or Subsidiary of the Company as
it may deem appropriate, except that in no event may an Option be exercised
after the expiration of the term set forth in the Stock Option Agreement.  The
Committee will have sole discretion to determine whether a Participant has
ceased to provide services and the effective date on which the Participant
ceased to provide services (the "Termination Date").

          "Unvested Shares" means "Unvested Shares" as defined in the Option
Agreement.

          "Vested Shares" means "Vested Shares" as defined in the Option
Agreement.

                                       11