Exhibit 10.4



CAPTIVA SOFTWARE CORPORATION

(FKA ACTIONPOINT, INC.)



1998 EMPLOYEE STOCK PURCHASE PLAN



ADOPTED EFFECTIVE JULY 1, 1998

AMENDED AND RESTATED EFFECTIVE MARCH 7, 2000

AMENDED AND RESTATED EFFECTIVE JULY 1, 2002

AMENDED AND RESTATED OCTOBER 23, 2003



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TABLE OF CONTENTS



|                                                |  |     
|----------------------------------------------- |  | ----
|                                                |  | Page
|SECTION 1. PURPOSE OF THE PLAN                  |  | 1   
|                                                | 
|SECTION 2. ADMINISTRATION OF THE PLAN           |  | 1   
|(a) Committee Composition                       |  | 1   
|(b) Committee Responsibilities                  |  | 1   
|                                                | 
|SECTION 3. STOCK OFFERED UNDER THE PLAN         |  | 1   
|(a) Authorized Shares                           |  | 1   
|(b) Anti-Dilution Adjustments                   |  | 1   
|(c) Reorganizations                             |  | 2   
|                                                | 
|SECTION 4. ENROLLMENT AND PARTICIPATION         |  | 2   
|(a) Offering Periods                            |  | 2   
|(b) Accumulation Periods                        |  | 2   
|(c) Enrollment                                  |  | 2   
|(d) Duration of Participation                   |  | 2   
|(e) Applicable Offering Period                  |  | 3   
|                                                | 
|SECTION 5. EMPLOYEE CONTRIBUTIONS               |  | 3   
|(a) Commencement of Payroll Deductions          |  | 3   
|(b) Amount of Payroll Deductions                |  | 3   
|(c) Changing Withholding Rate                   |  | 3   
|(d) Discontinuing Payroll Deductions            |  | 4   
|(e) Limit on Number of Elections                |  | 4   
|                                                | 
|SECTION 6. WITHDRAWAL FROM THE PLAN             |  | 4   
|(a) Withdrawal                                  |  | 4   
|(b) Re-Enrollment After Withdrawal              |  | 4   
|                                                | 
|SECTION 7. CHANGE IN EMPLOYMENT STATUS          |  | 4   
|(a) Termination of Employment                   |  | 4   
|(b) Leave of Absence                            |  | 4   
|(c) Death                                       |  | 4   
|                                                | 
|SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES |  | 5   
|(a) Plan Accounts                               |  | 5   
|(b) Purchase Price                              |  | 5   
|(c) Number of Shares Purchased                  |  | 5   
|(d) Available Shares Insufficient               |  | 5   
|(e) Issuance of Stock                           |  | 5   
|(f) Tax Withholding                             |  | 5   
|(g) Unused Cash Balances                        |  | 6   
|                                                | 
|SECTION 9. LIMITATIONS ON STOCK OWNERSHIP       |  | 6   
|(a) Five Percent Limit                          |  | 6   



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|                                        |  |   
|--------------------------------------- |  | --
|(b) Dollar Limit                        |  | 6 
|                                        | 
|SECTION 10. RIGHTS NOT TRANSFERABLE     |  | 7 
|                                        | 
|SECTION 11. NO RIGHTS AS AN EMPLOYEE    |  | 7 
|                                        | 
|SECTION 12. NO RIGHTS AS A STOCKHOLDER  |  | 7 
|                                        | 
|SECTION 13. SECURITIES LAW REQUIREMENTS |  | 7 
|                                        | 
|SECTION 14. AMENDMENT OR DISCONTINUANCE |  | 7 
|(a) General Rule                        |  | 7 
|(b) Impact on Purchase Price            |  | 8 
|                                        | 
|SECTION 15. DEFINITIONS                 |  | 8 
|(a) Accumulation Period                 |  | 8 
|(b) Board                               |  | 8 
|(c) Code                                |  | 8 
|(d) Committee                           |  | 8 
|(e) Company                             |  | 8 
|(f) Compensation                        |  | 8 
|(g) Corporate Reorganization            |  | 9 
|(h) Eligible Employee                   |  | 9 
|(i) Exchange Act                        |  | 9 
|(j) Fair Market Value                   |  | 9 
|(k) Offering Period                     |  | 10
|(l) Participant                         |  | 10
|(m) Participating Company               |  | 10
|(n) Plan                                |  | 10
|(o) Plan Account                        |  | 10
|(p) Purchase Price                      |  | 10
|(q) Stock                               |  | 10
|(r) Subsidiary                          |  | 10
|                                        | 
|SECTION 16. EXECUTION                   |  | 10



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CAPTIVA SOFTWARE CORPORATION

(FKA ACTIONPOINT, INC.)



1998 EMPLOYEE STOCK PURCHASE PLAN



SECTION 1. PURPOSE OF THE PLAN.



The Board adopted the Plan effective on March 25, 1998, effective as of July
1, 1998. The Board most recently amended and restated the Plan effective as of July 1, 2002. The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by
purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify for favorable tax treatment under section 423 of the Code.



SECTION 2. ADMINISTRATION OF THE PLAN.



(a) Committee Composition. The Committee shall administer the Plan.
The Committee shall consist exclusively of one or more directors of the Company, who shall be appointed by the Board.



(b) Committee Responsibilities. The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan.
The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committees determinations under the Plan shall be final and binding on all persons.



SECTION 3. STOCK OFFERED UNDER THE PLAN.



(a) Authorized Shares. The number of shares of Stock available to all
Participants for purchase under the Plan with respect to any Accumulation Period shall be 150,000 (subject to adjustment pursuant to Subsection (b) below). If fewer than 150,000 shares of Stock are purchased during an Accumulation Period, the unused
shares shall not be available during any subsequent Accumulation Period. On July 1, 2002, the aggregate number of shares of Stock available for purchase during the life of the Plan shall automatically be increased by the number of shares necessary
to cause the number of shares then available for purchase to be restored to 150,000 (subject to adjustment pursuant to Subsection (b) below). On January 1 of each year, commencing with January 1, 2003, the aggregate number of shares of Stock
available for purchase during the life of the Plan shall automatically be increased by the number of shares necessary to cause the number of shares then available for purchase to be restored to 300,000 (subject to adjustment pursuant to Subsection
(b) below).



(b) Anti-Dilution Adjustments. The number
of shares of Stock available for purchase under the Plan with respect to any Accumulation Period, the aggregate number of shares of Stock available for purchase during the life of the Plan, the 1,000-share limitation described in Section 8(c) and
the price of shares that any Participant has elected to purchase shall be adjusted proportionately for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a
stock dividend, any other increase or decrease in such shares effected without receipt or





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payment of consideration by the Company, the distribution of the shares of a Subsidiary to the Companys stockholders, or a similar event.



(c) Reorganizations. Any other provision of the Plan
notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period and Accumulation Period then in progress shall terminate and shares shall be purchased pursuant to Section 8, unless the Plan is continued or
assumed by the surviving corporation or its parent corporation. The Plan shall in no event be construed to restrict in any way the Companys right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.



SECTION 4. ENROLLMENT AND PARTICIPATION.



(a) Offering Periods. While the Plan is in effect, two overlapping
Offering Periods shall commence in each calendar year. The Offering Periods shall consist of the 24-month periods commencing on each January 1 and July 1. However, the Committee may determine that the first Offering Period applicable to the Eligible
Employees of a new Participating Company shall commence on any date specified by the Committee, provided that an Offering Period shall in no event be longer than 27 months.



(b) Accumulation Periods. While the Plan is in effect, two Accumulation Periods shall commence in each calendar year.
The Accumulation Periods shall consist of the six-month periods commencing on each January 1 and July 1. However, the Committee may determine that the first Accumulation Period applicable to the Eligible Employees of a new Participating Company
shall commence on any date specified by the Committee.



(c)
Enrollment. Any individual who qualifies as an Eligible Employee on the first day of an Offering Period may elect to become a Participant on such day by filing the prescribed enrollment form with the Company. The enrollment form shall be
filed at the prescribed location not later than 10 days prior to such day.



(d) Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she:



(i) Reaches the end of the Accumulation Period in which his or her employee contributions were discontinued
under Section 5(d) or 9(b);



(ii) Is deemed to
withdraw from the Plan under Section 3(c) above;



(iii) Withdraws from the Plan under Section 6(a); or



(iv) Ceases to be an Eligible Employee.



A
Participant whose employee contributions were discontinued automatically under Section 9(b) shall automatically resume participation at the beginning of the earliest Accumulation Period ending in the next calendar year, if he or she then is an
Eligible Employee. In all other cases, a former Participant may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (c) above.



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(e) Applicable Offering Period. For purposes of calculating the Purchase Price under Section 8(b),
the applicable Offering Period shall be determined as follows:



(i) Once a Participant is enrolled in the Plan for an Offering Period, such Offering Period shall continue to apply to him or her until the earliest of (A) the end of such Offering Period, (B) the end of his or her
participation under Subsection (d) above or (C) re-enrollment for a subsequent Offering Period under Paragraph (ii), (iii) or (iv) below.



(ii) In the event that the Fair Market Value of Stock on the last trading day before the commencement of the Offering Period for which the
Participant is enrolled is higher than on the last trading day before the commencement of any subsequent Offering Period, the Participant shall automatically be re-enrolled for such subsequent Offering Period.



(iii) If Section 14(b) applies, the Participant shall
automatically be re-enrolled for a new Offering Period.



(iv) Any other provision of the Plan notwithstanding, the Company (at its sole discretion) may determine prior to the commencement of any new Offering Period that all Participants shall be re-enrolled for such new
Offering Period.



(v) When a Participant
reaches the end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be re-enrolled for the Offering Period that commences immediately after the end of the prior Offering Period.



SECTION 5. EMPLOYEE CONTRIBUTIONS.



(a) Commencement of Payroll Deductions. A Participant may purchase
shares of Stock under the Plan solely by means of payroll deductions. Payroll deductions shall commence as soon as reasonably practicable after the Company has received the prescribed enrollment form.



(b) Amount of Payroll Deductions. An Eligible Employee shall designate
on the enrollment form the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employees Compensation, but not less than 1% nor more than
15%.1



(c) Changing Withholding Rate. If a Participant wishes to change the rate of payroll withholding, he or she may do so by filing a new enrollment
form with the Company at the prescribed location at any time. The new withholding rate shall be effective as soon as reasonably practicable after the Company has received such form. The new withholding rate



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|1 | The increase from 10% to 15% shall be effective only for participants commencing a new
offering period after October 23, 2003. Participants in a current offering period as of such date shall continue to be subject to the 10% cap until such offering period terminates.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | shall be a whole percentage of the Eligible Employees Compensation, but not less than 1% nor more than 15%1.
| | -------------------------------------------------------------------------------------------------------------



(d) Discontinuing Payroll Deductions. If a Participant wishes to discontinue employee contributions entirely, he or she may do so by filing a new
enrollment form with the Company at the prescribed location at any time. Payroll withholding shall cease as soon as reasonably practicable after the Company has received such form. (In addition, employee contributions may be discontinued
automatically pursuant to Section 9(b).) A Participant who has discontinued employee contributions may resume such contributions by filing a new enrollment form with the Company at the prescribed location. Payroll withholding shall resume as soon as
reasonably practicable after the Company has received such form.



(e) Limit on Number of Elections. No Participant shall make more than two elections under Subsection (c) or (d) above during any Accumulation Period.



SECTION 6. WITHDRAWAL FROM THE PLAN.



(a) Withdrawal. A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company at the prescribed location at any
time before the last day of an Accumulation Period. As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to the Participants Plan Account shall be refunded to him or her in cash, without
interest. No partial withdrawals shall be permitted.



(b)
Re-Enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 4(c). Re-enrollment may be effective only at the commencement of an Offering
Period.



SECTION 7. CHANGE IN EMPLOYMENT STATUS.



(a) Termination of Employment. Termination of employment as an
Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 6(a). (A transfer from one Participating Company to another shall not be treated as a termination of employment.)



(b) Leave of Absence. For purposes of the Plan, employment shall
not be deemed to terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate 90 days after
the Participant goes on a leave, unless a contract or statute guarantees his or her right to return to work. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.



(c) Death. In the event of the Participants
death, the amount credited to his or her Plan Account shall be paid to a beneficiary designated by him or her for this purpose on the prescribed form or, if none, to the Participants estate. Such form shall be valid only if it was filed with
the Company at the prescribed location before the Participants death.



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SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES.



(a) Plan Accounts. The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever
an amount is deducted from the Participants Compensation under the Plan, such amount shall be credited to the Participants Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the
Companys general assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts.



(b) Purchase Price. The Purchase Price for each share of Stock purchased at the close of an Accumulation Period shall be the lower of:



(i) 85% of the Fair Market Value of such share on the
last trading day before the commencement of the applicable Offering Period (as determined under Section 4(e)); or



(ii) 85% of the Fair Market Value of such share on the last trading day in such Accumulation Period.



(c) Number of Shares Purchased. As of the last day of each
Accumulation Period, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in accordance
with Section 6(a). The amount then in the Participants Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participants Plan Account. The
foregoing notwithstanding, no Participant shall purchase more than 1,000 shares of Stock with respect to any Accumulation Period nor more than the amounts of Stock set forth in Sections 3(a) and 9(b). The Committee may determine with respect to all
Participants that any fractional share, as calculated under this Subsection (c), shall be (i) rounded down to the next lower whole share or (ii) credited as a fractional share.



(d) Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to
purchase during an Accumulation Period exceeds the maximum number of shares remaining available for issuance under Section 3, then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares
available for issuance by a fraction. The numerator of such fraction is the number of shares that such Participant has elected to purchase, and the denominator of such fraction is the number of shares that all Participants have elected to purchase.



(e) Issuance of Stock. Certificates representing the
shares of Stock purchased by a Participant under the Plan shall be issued to him or her as soon as reasonably practicable after the close of the applicable Accumulation Period, except that the Committee may determine that such shares shall be held
for each Participants benefit by a broker designated by the Committee (unless the Participant has elected that certificates be issued to him or her). Shares may be registered in the name of the Participant or jointly in the name of the
Participant and his or her spouse as joint tenants with right of survivorship or as community property.



(f) Tax Withholding. To the extent required by applicable federal, state, local or foreign law, a Participant shall make arrangements satisfactory
to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The



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Company shall not be required to issue any shares of Stock under the Plan until such obligations are satisfied.



(g) Unused Cash Balances. An amount remaining in the
Participants Plan Account that represents the Purchase Price for any fractional share shall be carried over in the Participants Plan Account to the next Accumulation Period. Any amount remaining in the Participants Plan Account
that represents the Purchase Price for whole shares that could not be purchased by reason of Subsection (c) above, Section 3 or Section 9(b) shall be refunded to the Participant in cash, without interest.



SECTION 9. LIMITATIONS ON STOCK OWNERSHIP.



(a) Five Percent Limit. Any other provision of the Plan
notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing more than 5% of the total combined voting power
or value of all classes of stock of the Company or any parent or Subsidiary of the Company. For purposes of this Subsection (a), the following rules shall apply:



(i) Ownership of stock shall be determined after applying the attribution rules of section 424(d) of the
Code;



(ii) Each Participant shall be deemed
to own any stock that he or she has a right or option to purchase under this or any other plan; and



(iii) Each Participant shall be deemed to have the right to purchase 1,000 shares of Stock under this Plan with respect to each
Accumulation Period.



(b) Dollar Limit. Any other
provision of the Plan notwithstanding, no Participant shall purchase Stock with a Fair Market Value in excess of the following limit:



(i) In the case of Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A)
$25,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased in the current calendar year (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company).



(ii) In the case of Stock purchased during an
Offering Period that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased (under this Plan and all other employee stock
purchase plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the immediately preceding calendar year.



(iii) In the case of Stock purchased during an Offering Period that commenced in the second preceding calendar year, the limit shall be
equal to (A) $75,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased (under this Plan and all other employee stock purchase



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plans of the Company or any parent or Subsidiary of the Company) in the current calendar year and in the two preceding calendar years.



For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in
each case as of the beginning of the Offering Period in which such Stock is purchased. Employee stock purchase plans not described in section 423 of the Code shall be disregarded. If a Participant is precluded by this Subsection (b) from purchasing
additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Accumulation Period ending in the next calendar year (if he or she then is an
Eligible Employee).



SECTION 10. RIGHTS NOT TRANSFERABLE.



The rights of any Participant under the Plan, or any Participants
interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by beneficiary designation or the laws of
descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by beneficiary designation or the laws of descent and distribution, then such act
shall be treated as an election by the Participant to withdraw from the Plan under Section 6(a).



SECTION 11. NO RIGHTS AS AN EMPLOYEE.



Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.



SECTION 12. NO RIGHTS AS A STOCKHOLDER.



A Participant shall have no rights as a stockholder with respect to any
shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the last day of the applicable Accumulation Period.



SECTION 13. SECURITIES LAW REQUIREMENTS.



Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market
on which the Companys securities may then be traded.



SECTION 14.
AMENDMENT OR DISCONTINUANCE.



(a) General Rule. The
Board shall have the right to amend, suspend or terminate the Plan at any time and without notice. Except as provided in Section 3, any increase in the aggregate number of shares of Stock that may be issued under the Plan shall



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be subject to the approval of the Companys stockholders. In addition, any other amendment of the Plan shall be subject to the approval of the
Companys stockholders to the extent required by any applicable law or regulation. The Plan shall terminate automatically on December 31, 2021, unless (a) the Plan is extended by the Board and (b) the extension is approved within 12 months by a
vote of the stockholders of the Company.



(b) Impact on
Purchase Price. This Subsection (b) shall apply in the event that (i) the Companys stockholders during an Accumulation Period approve an increase in the number of shares of Stock that may be issued under Section 3 and (ii) the aggregate
number of shares to be purchased at the close of such Accumulation Period exceeds the number of shares that remained available under Section 3 before such increase. In such event, the Purchase Price for each share of Stock purchased at the close of
such Accumulation Period shall be the lower of:



(i) The higher of (A) 85% of the Fair Market Value of such share on the last trading day before the commencement of the applicable Offering Period or (B) 85% of the Fair Market Value of such share on the last trading day before the date
when the Companys stockholders approve such increase; or



(ii) 85% of the Fair Market Value of such share on the last trading day in such Accumulation Period.



Immediately after the close of such Accumulation Period, a new Offering Period shall commence for all Participants.



SECTION 15. DEFINITIONS.



(a) Accumulation Period means a period during which
contributions may be made toward the purchase of Stock under the Plan, as determined pursuant to Section 4(b).



(b) Board means the Board of Directors of the Company, as constituted from time to time.



(c) Code means the Internal Revenue Code of 1986, as
amended.



(d) Committee means a committee of
the Board, as described in Section 2.



(e)
Company means Captiva Software Corporation (formerly known as ActionPoint, Inc.), a Delaware corporation.



(f)Compensation means (i) the base salary or wage paid in cash to a Participant by a Participating Company plus (ii) any pre-tax
contributions made by the Participant under section 401(k) or 125 of the Code. Compensation shall exclude bonuses, incentive compensation, commissions, overtime pay, shift premiums, all non-cash items, moving or relocation allowances,
cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable
to



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the exercise of stock options, and similar items. The Committee shall determine whether a particular item is included in Compensation.



(g) Corporate Reorganization means:



(i) The consummation of a merger or consolidation of the
Company with or into another entity or any other corporate reorganization; or



(ii) The sale, transfer or other disposition of all or substantially all of the Companys assets or the complete liquidation or dissolution of the Company.



(h) Eligible Employee means any employee of a
Participating Company who meets both of the following requirements:



(i) His or her customary employment is for more than five months per calendar year and for more than 20 hours per week; and



(ii) He or she has been an employee of a Participating Company for not less than 30 consecutive days, or such other period as the
Committee may determine before the beginning of the applicable Offering Period.



The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the law of any country that has jurisdiction over him or her or if he or she is subject to a
collective bargaining agreement that does not provide for participation in the Plan.



(i) Exchange Act means the Securities Exchange Act of 1934, as amended.



(j) Fair Market Value means the market price of Stock, determined by the Committee as follows:



(i) If the Stock was traded on The Nasdaq National Market or
The Nasdaq SmallCap Market on the date in question, then the Fair Market Value shall be equal to the last-transaction price quoted for such date by such Market;



(ii) If the Stock was traded on a stock exchange on the date in question, then the Fair Market Value shall
be equal to the closing price reported by the applicable composite transactions report for such date; or



(iii) If none of the foregoing provisions is applicable, then the Committee shall determine the Fair Market Value in good faith on such
basis as it deems appropriate.



Whenever possible, the determination of Fair
Market Value by the Committee shall be based on the prices reported in The Wall Street Journal or as reported directly to the Company by Nasdaq or a stock exchange. Such determination shall be conclusive and binding on all persons.



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(k) Offering Period means a period with respect to which the right to purchase Stock
may be granted under the Plan, as determined pursuant to Section 4(a).



(l) Participant means an Eligible Employee who participates in the Plan, as provided in Section 4.



(m)Participating Company means (i) the Company and (ii) each present or future Subsidiary designated by the Committee as a
Participating Company.



(n) Plan means this
Captiva Software Corporation (fka ActionPoint, Inc.) 1998 Employee Stock Purchase Plan, as amended from time to time.



(o) Plan Account means the account established for each Participant pursuant to Section 8(a).



(p) Purchase Price means the price at which Participants
may purchase Stock under the Plan, as determined pursuant to Section 8(b).



(q) Stock means the Common Stock of the Company.



(r) 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 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.



SECTION 16. EXECUTION.



To record the amendment and restatement of the Plan by the Board effective October 23, 2003, the Company has caused its duly
authorized officer to execute this document in the name of the Company.



CAPTIVA SOFTWARE CORPORATION (FKA ACTIONPOINT, INC.)By:

/s/    Bradford WellerBradford Weller, Secretary




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