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                                                                    EXHIBIT 10.1

                                PLACEWARE, INC.
                       EXECUTIVE SEVERANCE BENEFIT PLAN

SECTION 1.  Introduction

     The PlaceWare, Inc. Executive Severance Benefit Plan (the "Plan") is
designed to provide separation pay and benefits to certain eligible executive
employees of the Company whose employment is terminated under the conditions
specified herein.  This document constitutes the written instrument under which
the Plan is maintained and supersedes any prior plan or practice of the Company
that provides severance benefits to eligible employees.  The Plan was initially
approved by the Board of Directors of the Company effective February        ,
2000.

SECTION 2.  Definitions

     For purposes of this Plan, the following terms shall have the meanings set
forth below:

     (a)  "Base Salary" means base salary paid to you (including all amounts
elected to be deferred that would otherwise have been paid, under any cash or
deferred arrangement established by the Company), overtime pay, and commissions
but excluding other remuneration paid directly to you including bonuses, profit
sharing, the cost of employee benefits paid for by the Company, education or
tuition reimbursements, imputed income arising under any Company group insurance
or benefit program, traveling expenses, business and moving expense
reimbursements, income received in connection with stock options, contributions
made by the Company under any employee benefit plan, and similar items of
compensation.

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

     (c)  "Cause" means any of the following: (i) your theft, dishonesty, or
falsification of any Company documents or records; (ii) your improper use or
disclosure of the Company's confidential or proprietary information; (iii) your
refusal to perform any reasonable assigned duties after written notice from the
Company of, and a reasonable opportunity to cure, such refusal; (iv) any
material breach by you of any employment agreement between you and the Company,
which breach is not cured pursuant to the terms of such agreement; or (v) your
conviction (including any plea of guilty or nolo contendere) of any felony or
any crime involving moral turpitude or dishonesty which impairs your ability to
perform your duties with the Company. The Board shall have the right to
reasonably determine whether you have engaged in conduct constituting "Cause"
for purposes of this Agreement.

     (d)  "Change in Control" means (i) the consummation of a merger or
consolidation of the Company with or into another entity or any other corporate
reorganization, if more than fifty (50%) of the combined voting power of the
continuing or surviving entity's securities outstanding immediately after such
merger, consolidation or other reorganization is owned by persons who were not
stockholders of the Company immediately prior to such merger, consolidation or
other reorganization; or (ii) the sale, transfer or other disposition of all or
substantially all of the Company's assets. A transaction shall not constitute a
Change in Control

                                       1.
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if its sole purpose is to change the state of the Company's incorporation or to
create a holding company that will be owned in substantially the same
proportions by the persons who held the Company's securities immediately before
such transaction.

     (e)  "Company" means PlaceWare, Inc., or following a Change in Control, the
surviving entity resulting from such transaction.

     (f)  "Involuntary Termination Without Cause" means your dismissal or
discharge by the Company (or, if applicable, by any successor entity) for any
reason or no reason other than for Cause. The termination of your employment
will not be deemed to be an "Involuntary Termination Without Cause" if your
termination occurs as a result of your death or disability.

     (g)  "Voluntary Termination for Good Reason" means that you voluntarily
terminate your employment with the Company after any of the following are
undertaken by the Company:

          (i)       without your express written consent, the assignment to you
of any duties, or any limitation of your responsibilities, substantially
inconsistent with your positions, duties, responsibilities and status with the
Company immediately prior to the date of the Change in Control; provided,
however, that a mere change in your title or reporting relationships shall not
constitute Good Reason;

          (ii)      without your express written consent, the relocation of the
principal place of your employment to a location that is more than twenty-five
(25) miles from your principal place of employment immediately prior to the date
of the Change in Control, or the imposition of travel requirements substantially
more demanding of you than such travel requirements existing immediately prior
to the date of the Change in Control; or

          (iii)     any failure by the Company to pay, or any material reduction
by the Company of, your base salary in effect immediately prior to the date of
the Change in Control (unless reductions comparable in amount and duration are
concurrently made for all other employees of the Company with comparable
responsibilities, organizational level and title).

SECTION 3.  Eligibility And Participation

     Employees of the Company listed on the attached Schedule I ("Eligible
Employees") shall receive the following benefits under the following conditions:

     (a)  In the event your employment with the Company terminates due to (i) an
Involuntary Termination Without Cause that occurs within thirteen (13) months
following the effective date of a Change in Control or (ii) a Voluntary
Termination for Good Reason that occurs within thirteen (13) months following
the effective date of a Change in Control, you will receive the benefits
described in Sections 4(a), 4(b) and 4(c).

     (b)  In the event your employment with the Company terminates due to an
Involuntary Termination Without Cause that is not in connection with a Change in
Control, you will receive the benefits described in Sections 4(a) and 4(b).

                                       2.
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     (c)  The Board may determine that you are eligible for any portion of or
all of the benefits set forth in Section 4 of the Plan for reasons other than
those specified in Sections 3(a) or 3(b) above and such decision by the Board
shall in no way obligate the Company to provide such benefits to any other
Eligible Employee, even if similarly situated.

SECTION 4.  Benefits

     (a)  Salary Continuation.  The Company shall continue your Base Salary for
three months (3) months following your termination of employment as described in
section 3(a) or 3(b). Any salary continuation payments shall be paid to you in
regular installments on the normal payroll dates of the Company or over a
shorter period, as determined by the Company. Any such amount that you receive
shall be subject to all required tax withholding.

     (b)  Continuation of Health Benefits. Provided that you elect continued
coverage under federal COBRA law as applicable, the Company shall pay, on your
behalf, the portion of premiums of your group health insurance, including
coverage for your eligible dependents, that the Company paid prior to your
termination of employment; provided, however, that the Company will pay such
premiums for your eligible dependents only for coverage for which those
dependents were enrolled immediately prior to your termination of employment.
You will continue to be required to pay that portion of the premium of your
health coverage, including coverage for your eligible dependents, that you were
required to pay as an active employee immediately prior to your termination of
employment. The number of months of such premium payments shall equal the number
of months of your salary continuation payments, but in no event shall such
premium payments be made for a period exceeding twelve (12) months or be made
following the effective date of your coverage by a health plan of a subsequent
employer. For the balance of the period that you are entitled to coverage under
federal COBRA law, you shall be entitled to maintain coverage for yourself and
your eligible dependents at your own expense.

     (c)  Vesting of Stock Options. The Company, immediately prior to your
termination of employment, shall accelerate one hundred percent (100%) of the
vesting, measured from the effective date of termination of employment, of all
of your unvested stock options to purchase stock of the Company or any successor
thereto. In addition, if applicable, the Company's (or any successor
corporation's) right to repurchase unvested stock purchased by you pursuant to
an early exercise stock purchase agreement shall lapse in full immediately prior
to your termination of employment.

     (d)  Additional Benefits. In addition to the benefits provided in the
foregoing Sections 4(a), 4(b) and 4(c), the Board may, in its sole discretion,
provide additional benefits to Eligible Employees chosen by the Company, in its
sole discretion, and the provision of any such additional benefits to an
Eligible Employee shall in no way obligate the Company to provide such
additional benefits to any other Eligible Employee, even if similarly situated.

     (e)  Parachute Payments.  If any payment or benefit you would receive
pursuant to a Change in Control from the Company or otherwise ("Payment") would
(i) constitute a "parachute payment" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this
sentence, be subject to the excise tax imposed by

                                       3.
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Section 4999 of the Code (the "Excise Tax"), then such Payment shall be reduced
to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest
portion of the Payment that would result in no portion of the Payment being
subject to the Excise Tax or (y) the largest portion, up to and including the
total, of the Payment, whichever amount, after taking into account all
applicable federal, state and local employment taxes, income taxes, and the
Excise Tax (all computed at the highest applicable marginal rate), results in
your receipt, on an after-tax basis, of the greater amount of the Payment
notwithstanding that all or some portion of the Payment may be subject to the
Excise Tax. If a reduction in payments or benefits constituting "parachute
payments" is necessary so that the Payment equals the Reduced Amount, reduction
shall occur in the following order unless you elect in writing a different order
(provided, however, that such election shall be subject to Company approval if
made on or after the date on which the event that triggers the Payment occurs):
reduction of cash payments; cancellation of accelerated vesting of stock awards;
reduction of employee benefits. In the event that acceleration of vesting of
stock award compensation is to be reduced, such acceleration of vesting shall be
cancelled in the reverse order of the date of grant of your stock awards unless
you elect in writing a different order for cancellation.

     The accounting firm engaged by the Company for general audit purposes as of
the day prior to the effective date of the Change in Control shall perform the
foregoing calculations.  If the accounting firm so engaged by the Company is
serving as accountant or auditor for the individual, entity or group effecting
the Change in Control, the Company shall appoint a nationally recognized
accounting firm to make the determinations required hereunder.  The Company
shall bear all expenses with respect to the determinations by such accounting
firm required to be made hereunder.

     The accounting firm engaged to make the determinations hereunder shall
provide its calculations, together with detailed supporting documentation, to
the Company and you within fifteen (15) calendar days after the date on which
your right to a Payment is triggered (if requested at that time by the Company
or you) or such other time as requested by the Company or you.  If the
accounting firm determines that no Excise Tax is payable with respect to a
Payment, either before or after the application of the Reduced Amount, it shall
furnish the Company and you with an opinion reasonably acceptable to you that no
Excise Tax will be imposed with respect to such Payment.  Any good faith
determinations of the accounting firm made hereunder shall be final, binding and
conclusive upon the Company and you.

SECTION 5.  Limitations and Conditions on Benefits

     (a)  Release.  To receive benefits under this Plan, you must execute a
release of claims in favor of the Company, in the form attached to this Plan as
Exhibit A, Exhibit B or Exhibit C, as appropriate, and such release must become
effective in accordance with its terms.

     (b)  Termination of Benefits.  Benefits under this Plan shall terminate
immediately if you, at any time, violate any proprietary information or
confidentiality obligation to the Company.

     (c)  Certain Reductions.  Notwithstanding any other provision of the Plan
to the contrary, any benefits payable to you under this Plan shall be reduced by
any severance benefits

                                       4.
<PAGE>

payable by the Company or an affiliate of the Company to you under any other
policy, plan, program or arrangement, including, without limitation, a contract
between you and any entity (other than any letter addressed from the Company to
you which sets forth your eligibility under the Plan), under which you are
covered. Furthermore, to the extent that any federal, state or local laws,
including, without limitation, so-called "plant closing" laws, require the
Company to give advance notice or make a payment of any kind to you because of
your involuntary termination due to a layoff, reduction in force, plant or
facility closing, sale of business, change of control, or any other similar
event or reason, the benefits payable under this Plan shall either be reduced or
eliminated.

     (d)  Non-Duplication of Benefits. You are eligible to receive benefits
under this Plan one (1) time.

SECTION 6.  Administration and Operation of the Plan

     The Company is the "Plan Sponsor" and the "Plan Administrator" of the Plan,
as such terms are defined in the Employee Retirement Income Security Act of 1974
("ERISA"). The Company, in its capacity as Plan Administrator of the Plan, is
the named fiduciary that has the authority to control and manage the operation
and administration of the Plan. The Company has the sole discretion to make such
rules, regulations, and interpretations of the Plan and to make such
computations and shall take such other action to administer the Plan as it may
deem appropriate in its sole discretion. Such rules, regulations,
interpretations, computations, and other actions shall be conclusive and binding
upon all persons. The Company may engage the services of such persons or
organizations to render advice or perform services with respect to its
responsibilities under the Plan as it shall determine to be necessary or
appropriate. Such persons or organizations may include (without limitation)
actuaries, attorneys, accountants and consultants.

     Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan.  The responsibilities of the Company under
the Plan shall be carried out on its behalf by its directors, officers,
employees and agents, acting on behalf or in the name of the Company in their
capacity as directors, officers, employees and agents and not as individual
fiduciaries.  The Company may delegate any of its fiduciary responsibilities
under the Plan to another person or persons pursuant to a written instrument
that specifies the fiduciary responsibilities so delegated to each such person.

SECTION 7.  Claims, Inquiries and Appeals

     (a)  Applications for Benefits and Inquiries. Applications for benefits
should be in writing, signed and submitted to: Plan Administrator, Executive
Severance Benefit Plan, PlaceWare, Inc., 295 North Bernardo Drive, Mountain
View, California 94043-5205.

     (b)  Denial of Claims. If any application for benefits is denied in whole
or in part, the Plan Administrator must notify you, in writing, of the denial of
the application, and of your right to review the denial. The written notice of
denial will be set forth in a manner designed to be understood, and will include
specific reasons for the denial, specific references to the Plan provision upon
which the denial is based, a description of any information or material that the

                                       5.
<PAGE>

Plan Administrator needs to complete the review and an explanation of the Plan's
review procedure.

     This written notice will be given to you within ninety (90) days after the
Plan Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Plan Administrator has up to an
additional ninety (90) days for processing the application.  If an extension of
time for processing is required, written notice of the extension will be
furnished to you before the end of the initial 90-day period.

     This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the application.  If written notice of denial of
the application for benefits is not furnished within the specified time, the
application shall be deemed to be denied.  You will then be permitted to appeal
the denial in accordance with the review procedure described below.

     (c)  Request for Review. You (or your authorized representative) may appeal
a denied benefit claim by submitting a written request for a review to: Review
Panel, Executive Severance Benefit Plan, PlaceWare, Inc., 295 North Bernardo
Drive, Mountain View, California 94043-5205. The Review Panel shall be comprised
of two (2) or more persons to be appointed by the Company. Your appeal must be
submitted within sixty (60) days after the application is denied (or deemed
denied). The Review Panel will give you (or your representative) an opportunity
to review pertinent documents in preparing a request for a review.

     A request for review must set forth all of the grounds on which it is
based, all facts in support of the request and any other matters that you or
your representative feel are pertinent.  The Review Panel may require you or
your representative to submit additional facts, documents or other material as
it may find necessary or appropriate in making its review.

     (d)  Decision on Review. The Review Panel will act on each request for
review within sixty (60) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional sixty
(60) days) for processing the request for a review. If an extension for review
is required, written notice of the extension will be furnished within the
initial 60-day period. The Review Panel will give written notice of its decision
to the applicant. In the event that the Review Panel confirms the denial of the
application for benefits in whole or in part, the notice will outline the
specific Plan provisions upon which the decision is based. If written notice of
the Review Panel's decision is not given within the time prescribed above, the
application will be deemed denied on review.

     (e)  Rules and Procedures. The Plan Administrator and/or the Review Panel
may establish rules and procedures, consistent with the Plan and with ERISA, as
necessary and appropriate in carrying out their responsibilities in reviewing
benefit claims. If you wish to submit additional information in connection with
an appeal from the denial (or deemed denial) of benefits, you may be required to
do so at your own expense.

     (f)  Exhaustion of Remedies. No legal action for benefits under the Plan
may be brought until (i) a written application for benefits has been submitted
in accordance with the procedures described above, (ii) the person claiming
benefits has been notified by the Plan

                                       6.
<PAGE>

Administrator that the application is denied (or the application is deemed
denied due to the Plan Administrator's failure to act on it within the time
prescribed), (iii) a written request for a review of the application has been
submitted in accordance with the appeal procedure described above and (iv) the
person appealing the denial has been notified in writing that the Review Panel
has denied the appeal (or the appeal is deemed to be denied due to the Review
Panel's failure to take any action on the claim within the time prescribed).

SECTION 8.  Basis of Payments To and From the Plan

     All benefits under the Plan shall be paid by the Company. The Plan shall be
unfunded and benefits hereunder shall be paid only from the general assets of
the Company.

SECTION 9.  Amendment and Termination

     The Company reserves the right to amend or terminate this Plan at any time;
provided, however, that this Plan may not be amended or terminated following the
effective date of a Change in Control, and no amendment or termination of the
Plan shall adversely affect any benefits to which you have become entitled prior
to such amendment or termination.

SECTION 10. Non-Alienation of Benefits

     No Plan benefit may be anticipated, alienated, sold, transferred, assigned,
pledged, encumbered or charged, and any attempt to do so will be void.

SECTION 11. Successors and Assigns

     This Plan shall be binding upon any surviving entity resulting from a
Change in Control and upon any other person who is a successor by merger,
acquisition, consolidation or otherwise to the business formerly carried on by
the Company without regard to whether or not such person actively adopts or
formally continues the Plan.  Eligible Employees, to the extent they are
otherwise eligible for benefits under the Plan, are intended third party
beneficiaries of this provision.

SECTION 12. Legal Construction

     This Plan shall be interpreted in accordance with ERISA and, to the extent
not preempted by ERISA, with the laws of the State of California.  This Plan
constitutes both a plan document and a summary plan description for purposes of
ERISA.

SECTION 13. Other Plan Information

     Plan Identification Number:                510

     Employer Identification Number:            77-044-2561

     Ending of the Plan's Fiscal Year:          December 31

                                       7.
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<TABLE>

<S>                                                <C>
     Agent for the Service of Legal Process:       PlaceWare, Inc., 295 North Bernardo Drive,
                                                   Mountain View, CA  94043-5205
</TABLE>

SECTION 14.    Statement of ERISA Rights

     As a participant in this Plan (which is a welfare benefit plan sponsored by
the Company) you are entitled to certain rights and protections under ERISA,
including the right to:

     (a)  Examine, without charge, at the Plan Administrator's office and at
other specified locations, such as work sites, all Plan documents and copies of
all documents filed by the Plan with the U.S. Department of Labor, such as
detailed annual reports;

     (b)  Obtain copies of all Plan documents and Plan information upon written
request to the Plan Administrator. The Plan Administrator may make a reasonable
charge for the copies; and

     (c)  Receive a summary of the Plan's annual financial report, in the case
of a plan which is required to file an annual financial report with the
Department of Labor. (Generally, all pension plans and welfare plans with 100 or
more participants must file these annual reports.)

     In addition to creating rights for Plan participants, ERISA imposes duties
upon the people responsible for the operation of the employee benefit plan.  The
people who operate the Plan, called "fiduciaries" of the Plan, have a duty to do
so prudently and in the interest of you and other Plan participants and
beneficiaries.

     No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA.  If your claim for a Plan
benefit is denied in whole or in part, you must receive a written explanation of
the reason for the denial.  You have the right to have the Plan review and
reconsider your claim.

     Under ERISA, there are steps you can take to enforce the above rights.  For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court.  In such a case, the court may
require the Plan Administrator to provide the materials and pay you up to $110 a
day until you receive the materials, unless the materials were not sent because
of reasons beyond the control of the Plan Administrator.  If you have a claim
for benefits that is denied or ignored, in whole or in part, you may file suit
in a state or federal court.  If it should happen that the Plan fiduciaries
misuse the Plan's money, or if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of Labor, or you may
file suit in a federal court.  The court will decide who should pay court costs
and legal fees.  If you are successful, the court may order the person you have
sued to pay these costs and fees.  If you lose, the court may order you to pay
these costs and fees, for example, if it finds your claim is frivolous.

     If you have any questions about this statement or about your rights under
ERISA, you should contact the nearest office of the Pension and Welfare Benefits
Administration, U.S. Department of Labor, listed in your telephone directory, or
the Division of Technical Assistance

                                      8.
<PAGE>

and Inquiries, Pension and Welfare Benefit Administration, U.S. Department of
Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.


Exhibit A: Release (For Persons 40 Years of Age or Older-Group Termination)
Exhibit B: Release (For Persons 40 Years of Age or Older-Individual
           Termination)
Exhibit C: Release (For Persons Under 40 Years of Age)

                                      9.
<PAGE>

                                   Exhibit A

       RELEASE  (For Persons 40 Years of Age or Older-Group Termination)

     I understand and agree completely to the terms set forth in the PlaceWare,
Inc. Executive Systems Severance Benefit Plan (the "Plan").

     In consideration of benefits I will receive under the Plan, I hereby
release, acquit and forever discharge the Company, its parents and subsidiaries,
and their respective officers, directors, agents, servants, employees,
shareholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys'
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed (other than any claim for indemnification I may have as a result
of any third party action against me based on my employment with the Company),
arising out of or in any way related to agreements, events, acts or conduct at
any time prior to and including the date I execute this Agreement, including but
not limited to:  all such claims and demands directly or indirectly arising out
of or in any way connected with my employment with the Company or the
termination of that employment, including but not limited to, claims of
intentional and negligent infliction of emotional distress, any and all tort
claims for personal injury, claims or demands related to salary, bonuses,
commissions, stock, stock options, or any other ownership interests in the
Company, vacation pay, fringe benefits, expense reimbursements, severance pay,
or any other form of compensation; claims pursuant to any federal, state or
local law or cause of action including, but not limited to, the federal Civil
Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act
of 1967, as amended ("ADEA"); the federal Americans with Disabilities Act of
1990; the California Fair Employment and Housing Act, as amended; tort law;
contract law; wrongful discharge; discrimination; fraud; defamation; emotional
distress; and breach of the implied covenant of good faith and fair dealing.

     I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under ADEA.  I also acknowledge that the consideration given
for the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled.  I further acknowledge that I
have been advised by this writing, as required by the ADEA, that:  (a) my waiver
and release do not apply to any rights or claims that may arise after I execute
this Agreement; (b) I have the right to consult with an attorney prior to
executing this Agreement; (c) I have forty-five (45) days from the date I
receive this Agreement and the information specified in (f) below to consider
this Agreement (although I voluntarily may choose to execute this Agreement
earlier); (d) I have seven (7) days following the execution of this Agreement to
revoke the Agreement; and (e) this Agreement shall not be effective until the
later of (i) the date upon which the revocation period has expired, which shall
be the eighth (8th) day after I execute this Agreement, and (ii) the date I
return this Agreement, fully executed, to the Company; and (f) I have received
with this Agreement a detailed list of the job titles and ages of all employees
who were terminated in this group termination and the ages of all employees of
the Company and its affiliates in the same job classification or organizational
unit who were not terminated.

                                      1.
<PAGE>

by him must have materially affected his settlement with the debtor." I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims I may have against the Company, its affiliates, and the entities and
persons specified above.

Employee

Name:______________________          Date:___________________________

                                      2.
<PAGE>

                                   Exhibit B

     RELEASE (For Persons 40 Years of Age or Older-Individual Termination)

     I understand and agree completely to the terms set forth in the PlaceWare,
Inc. Executive Severance Benefit Plan (the "Plan").

     In consideration of benefits I will receive under the Plan, I hereby
release, acquit and forever discharge the Company, its parents and subsidiaries,
and their respective officers, directors, agents, servants, employees,
shareholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys'
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed (other than any claim for indemnification I may have as a result
of any third party action against me based on my employment with the Company),
arising out of or in any way related to agreements, events, acts or conduct at
any time prior to and including the date I execute this Agreement, including but
not limited to:  all such claims and demands directly or indirectly arising out
of or in any way connected with my employment with the Company or the
termination of that employment, including but not limited to, claims of
intentional and negligent infliction of emotional distress, any and all tort
claims for personal injury, claims or demands related to salary, bonuses,
commissions, stock, stock options, or any other ownership interests in the
Company, vacation pay, fringe benefits, expense reimbursements, severance pay,
or any other form of compensation; claims pursuant to any federal, state or
local law or cause of action including, but not limited to, the federal Civil
Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act
of 1967, as amended ("ADEA"); the federal Americans with Disabilities Act of
1990; the California Fair Employment and Housing Act, as amended; tort law;
contract law; wrongful discharge; discrimination; fraud; defamation; emotional
distress; and breach of the implied covenant of good faith and fair dealing.

     I acknowledge that I am knowingly and voluntarily waiving and releasing any
rights I may have under the ADEA, as amended.  I also acknowledge that the
consideration given for the waiver and release in the preceding paragraph hereof
is in addition to anything of value to which I was already entitled.  I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that:  (a) my waiver and release do not apply to any rights or claims that may
arise after the execution date of this Release Agreement; (b) I have been
advised hereby that I have the right to consult with an attorney prior to
executing this Agreement; (c) I have twenty-one (21) days to consider this
Agreement (although I may choose to voluntarily execute this Agreement earlier);
(d) I have seven (7) days following the execution of this Agreement by the
parties to revoke the Agreement; and (e) this Agreement will not be effective
until the date upon which the revocation period has expired, which will be the
eighth day after this Agreement is executed by me, provided that the Company has
also executed this Agreement by that date ("Effective Date").

     I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows:  "A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known

                                      1.
<PAGE>

by him must have materially affected his settlement with the debtor." I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims I may have against the Company, its affiliates, and the entities and
persons specified above.


Employee

Name: _______________________________    Date:___________________________

                                      2.
<PAGE>

                                   Exhibit C

                  RELEASE (For Persons Under 40 Years of Age)

     I understand and agree completely to the terms set forth in the PlaceWare,
Inc. Executive Severance Benefit Plan (the "Plan").

     In consideration of benefits I will receive under the Plan, I hereby
release, acquit and forever discharge the Company, its parents and subsidiaries,
and their respective officers, directors, agents, servants, employees,
shareholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys'
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed (other than any claim for indemnification I may have as a result
of any third party action against me based on my employment with the Company),
arising out of or in any way related to agreements, events, acts or conduct at
any time prior to and including the date I execute this Agreement, including but
not limited to:  all such claims and demands directly or indirectly arising out
of or in any way connected with my employment with the Company or the
termination of that employment, including but not limited to, claims of
intentional and negligent infliction of emotional distress, any and all tort
claims for personal injury, claims or demands related to salary, bonuses,
commissions, stock, stock options, or any other ownership interests in the
Company, vacation pay, fringe benefits, expense reimbursements, severance pay,
or any other form of compensation; claims pursuant to any federal, state or
local law or cause of action including, but not limited to, the federal Civil
Rights Act of 1964, the federal Americans with Disabilities Act of 1990; the
California Fair Employment and Housing Act, as amended; tort law; contract law;
wrongful discharge; discrimination; fraud; defamation; emotional distress; and
breach of the implied covenant of good faith and fair dealing.

     I acknowledge that to become effective, I must sign and return this
Agreement to the Company so that it is received not later than fourteen (14)
days following the date of my employment termination.  I acknowledge that I have
read and understand Section 1542 of the California Civil Code which reads as
follows:  "A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor."  I hereby expressly waive and relinquish all rights and benefits under
that section and any law of any jurisdiction of similar effect with respect to
my release of any claims I may have against the Company, its affiliates, and the
entities and persons specified above.

Employee

Name: ____________________________    Date:__________________________________

                                      3.
<PAGE>

                                   Schedule I


                                      4.