Exhibit 10.7

Severance Agreement

THIS AGREEMENT is entered into as ofDecember __, 2001, by and between**[_____________]** (the"Employee") and **ACTIONPOINT, INC.**, a Delaware corporation (the"Company").

Term of Agreement.

This Agreement shall remain in effect from the datehereof until the earlier of:

The date when the Employee's employment with the Companyterminates for any reason not described in Section 6;

The date when the Company has met all of its obligationsunder this Agreement following a termination of the Employee's employment withthe Company for a reason described in Section 6; or

[June __, 2002], if a Change-in-Control (as definedbelow) has not occurred by such date.

Definition of Cause.

For all purposes under this Agreement, "Cause"shall mean:

The unauthorized use or disclosure of the confidentialinformation or trade secrets of the Company;

Conviction of, or a plea of "guilty" or"no contest" to, a felony under the laws of the United States or anystate thereof;

An act of embezzlement, fraud or theft with respect tothe property of the Company;

Gross misconduct, gross negligence or other conduct thatis cause for termination under any written Company policy that was in effectbefore the Change in Control;

Repeated abuse of alcohol or drugs on the job or in amanner affecting job performance; or

Failure to perform assigned duties.

The foregoing, however, shall not be deemed an exclusive listof all acts or omissions that the Company may consider as grounds for thedischarge of the Employee with Cause.  In the case of conduct described inSubsection (e) above, such conduct shall constitute "Cause" onlyif such conduct recurs after the Employee has received written notice that theCompany considers such conduct to be "Cause" under this Agreement.  Inthe case of conduct described in Subsection (f) above, such conduct shallconstitute "Cause" only if such conduct recurs after the Employee hasreceived written notice that the Company considers such conduct to be"Cause" under this Agreement and had an opportunity to cure suchconduct during a period of not less than 30 days.
Definition of Change in Control.

For all purposes under this Agreement, "Change inControl" shall mean the consummation, at any time prior to [June __, 2002],of a merger or consolidation of the Company or its wholly-owned subsidiary withor into Captiva Software Corporation or its wholly-owned subsidiary(collectively, "Captiva") or other corporate reorganization involvingthe Company and Captiva, without regard as to whether or not more than 50% ofthe combined voting power of the continuing or surviving entity's securitiesoutstanding immediately after such merger, consolidation or other reorganizationis owned by persons who were not stockholders of the Company immediately priorto such merger, consolidation or other reorganization.
Definition of Continuation Period.

For all purposes under this Agreement, "ContinuationPeriod" shall mean the period commencing on the date when the terminationof the Employee's employment under Section 6 is effective and ending on theearlier of:

The date [__] months after the date when the employmenttermination was effective; or

The date of the Employee's death.

Definition of Good Reason.

For all purposes under this Agreement, "GoodReason" shall mean that the Employee:

Has incurred a material reduction in his/her authority orresponsibility as an employee of the Company, with the result that his/herposition is no longer comparable to the position that he/she occupied before theChange in Control;

Has incurred a reduction in excess of 10% in his/her basesalary as an employee of the Company;

Has been notified by the Company after the Change inControl that his/her principal place of work as an employee of the Company willbe relocated, which will cause his/her one-way commuting distance to increase bymore than 40 miles; or

Is employed by a successor to the Company that has failedto comply with Section 10(a).

Eligibility for Severance Pay and Benefits.
Change in Control and Employment Termination
.  TheEmployee shall be entitled to receive the severance pay described inSection 7 and the benefits described in Section 8 from the Company if,and only if, one of the following events occurs:

	Within the first three-month period after theoccurrence of a Change in Control, the Employee voluntarily resigns his/heremployment for Good Reason; 
provided
, 
however
, that the reason setforth in Section 5(a) above shall not be Good Reason during such three-monthperiod;

	Within the second three-month period after theoccurrence of a Change in Control, the Employee voluntarily resigns his/heremployment for Good Reason; or

	Within the first 12-month period after the occurrenceof a Change in Control, the Company terminates the Employee's employment for anyreason other than Cause.

The determination of whether the Employee's employment hasterminated shall be made without regard to whether the Employee continues toprovide services to the Company as a member of the Board or otherwise in thecapacity of an independent contractor.  A transfer of the Employee's employmentfrom the Company to a successor of the Company shall not be considered atermination of employment, if such successor complies with the requirements ofSection 10(a).

Other Requirements
.  The Employee shall beentitled to receive the severance pay described in Section 7 and thebenefits described in Section 8 from the Company only if the Employee(i) continues his/her employment for such reasonable period (not to exceed90 days) as the Company may request in order to ensure an orderly transition tohis/her successor, (ii) has executed a general release (in a formprescribed by the Company) of all known and unknown claims that he/she may thenhave against the Company or persons affiliated with the Company and(iii) has agreed not to prosecute any legal action or other proceedingbased upon any of such claims.

**Amount of Severance Pay.**
Within five business days after the termination of theEmployee's employment under Section 6, the Company shall pay the Employee alump sum equal to [__]% of the Employee's base compensation at the greater of(a) the annual rate in effect on the date when the termination of theEmployee's employment with the Company is effective or (b) the annual ratein effect on the date of the Change in Control.
**Bonus, Group Insurance and Option Exercisability.
Bonus
.  In the event of an employment terminationdescribed in Section 6, the Company shall pay the Employee a bonus for theyear in which such termination occurs.  Such bonus shall not be less than thebonus that would have been payable absent such termination, calculated on thebasis of the most recent interim results available and prorated to reflect theportion of such year during which the Employee was employed by theCompany.

Group Insurance
.  During the Continuation Period,the Employee (and, where applicable, the Employee's dependents) shall beentitled to continue participation in the group insurance plans maintained bythe Company, including life, disability and health insurance programs, as if theEmployee were still an employee of the Company.  Where applicable, theEmployee's salary for purposes of such plans shall be determined at the greaterof (i) the annual rate in effect on the date when the termination of theEmployee's employment with the Company is effective or (ii) the annual ratein effect on the date of the Change in Control.  To the extent that the Companyfinds it impossible to cover the Employee under its group insurance policiesduring the Continuation Period, the Company shall provide the Employee withindividual policies which offer at least the same level of coverage and whichimpose not more than the same costs on the Employee.  The foregoingnotwithstanding, in the event that the Employee becomes eligible for comparablegroup insurance coverage in connection with new employment, the coverageprovided by the Company under this Subsection (c) shall terminateimmediately.  Any group health continuation coverage that the Company isrequired to offer under the Consolidated Omnibus Budget Reconciliation Act of1986 shall commence when coverage under this Subsection (c)terminates.

**Option Exercisability
.  If, at any time during the12-month period after the occurrence of a Change in Control, the Employee'semployment is terminated by the Company without Cause or by the Employee forGood Reason, any option to purchase the Company's Common Stock held by theEmployee that is exercisable at the time of such termination of employment shallremain exercisable until the one-year anniversary of such termination.

**Limitation on Payments.
Application of Limitation
.  This Section 9 shallapply only if the Employee, on an after-tax basis, would receive more valueunder this Agreement after the application of this Section 9 than beforethe application of this Section 9.  For this purpose, "after-taxbasis" shall mean a calculation taking into account all federal and stateincome and excise taxes imposed on the Employee, including (without limitation)the excise tax described in section 4999 of the Internal Revenue Code of1986, as amended (the "Code").  If this Section 9 is applicable,it shall supersede any conflicting provision of this Agreement. 

Basic Rule
.  The Company shall not make anypayment or property transfer to, or for the benefit of, the Employee (under thisAgreement or otherwise) that would subject the Employee to the excise taxdescribed in section 4999 of the Code.  All calculations required by thisSection 9 shall be performed by the independent auditors retained by theCompany most recently prior to the Change in Control (the "Auditors"),based on information supplied by the Company and the Employee, and shall bebinding on the Company and the Employee.  All fees and expenses of the Auditorsshall be paid by the Company.

**Reductions
.  If the amount of the aggregatepayments or property transfers to the Employee must be reduced under thisSection 9, then the Employee shall direct in which order the payments ortransfers are to be reduced, but no change in the timing of any payment ortransfer shall be made without the Company's consent.  As a result ofuncertainty in the application of section 4999 of the Code at the time ofan initial determination by the Auditors hereunder, it is possible that apayment will have been made by the Company that should not have been made (an"Overpayment") or that an additional payment that will not have beenmade by the Company could have been made (an "Underpayment").  In theevent that the Auditors, based upon the assertion of a deficiency by theInternal Revenue Service against the Employee that the Auditors believe has ahigh probability of success, determine that an Overpayment has been made, suchOverpayment shall be treated for all purposes as a loan to the Employee that theEmployee shall repay to the Company, together with interest at the applicablefederal rate specified in section 7872(f)(2) of the Code; provided,however, that no amount shall be payable by the Employee to the Company if andto the extent that such payment would not reduce the amount that is subject toan excise tax under section 4999 of the Code.  In the event that theAuditors determine that an Underpayment has occurred, such Underpayment shallpromptly be paid or transferred by the Company to, or for the benefit of, theEmployee, together with interest at the applicable federal rate specified insection 7872(f)(2) of the Code.

**Successors.
Company's Successors
.  The Company shall require anysuccessor (whether direct or indirect and whether by purchase, lease, merger,consolidation, liquidation or otherwise) to all or substantially all of theCompany's business or assets or all or substantially all of the capital stock orassets of a subsidiary or other business unit in which the Employee is employedto assume this Agreement and to agree expressly in writing to perform thisAgreement in the same manner and to the same extent as the Company would berequired to perform it in the absence of a succession.  For all purposes underthis Agreement, the term "Company" shall include any successor to abusiness or assets of the Company which executes and delivers the assumptionagreement described in this Subsection (a) or which becomes bound by thisAgreement by operation of law.

Employee's Successors
.  This Agreement and allrights of the Employee hereunder shall inure to the benefit of, and beenforceable by, the Employee's personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees andlegatees.

**Amendment of Prior Severance Agreement.**
The definition of "Change-in-Control" under theSeverance Agreement by and between the Employee and the Company (f/n/a InputSoftware, Inc.), dated ______________ (the "Prior Agreement") ishereby amended such that any event which would constitute a Change-in-Controlunder this Agreement shall not constitute a Change-in-Control for any purposepursuant to the Prior Agreement.  
**Miscellaneous Provisions.
Notice
.  Notices and all other communicationscontemplated by this Agreement shall be in writing and shall be deemed to havebeen duly given when personally delivered or when mailed by U.S. registered orcertified mail, return receipt requested and postage prepaid.  In the case ofthe Employee, mailed notices shall be addressed to the Employee at the homeaddress which the Employee most recently communicated to the Company in writing.In the case of the Company, mailed notices shall be addressed to its corporateheadquarters, and all notices shall be directed to the attention of itsSecretary.

Waiver
.  No provision of this Agreement shall bemodified, waived or discharged unless the modification, waiver or discharge isagreed to in writing and signed by the Employee and by an authorized officer ofthe Company (other than the Employee).  No waiver by either party of any breachof, or of compliance with, any condition or provision of this Agreement by theother party shall be considered a waiver of any other condition or provision orof the same condition or provision at another time.

**Whole Agreement; Amendments
.  No agreements,representations or understandings (whether oral or written and whether expressor implied) which are not expressly set forth in this Agreement have been madeor entered into by either party with respect to the subject matter hereof otherthan the Prior Agreement.  This Agreement may be amended only in writing, by aninstrument executed by both parties.

**No Setoff; Withholding Taxes
.  There shall be noright of setoff or counterclaim, with respect to any claim, debt or obligation,against payments to the Employee under this Agreement.  All payments made underthis Agreement shall be subject to reduction to reflect taxes required to bewithheld by law.

**Choice of Law
.  The validity, interpretation,construction and performance of this Agreement shall be governed by the laws ofthe State of California, except their choice-of-law provisions.

**Severability
.  The invalidity or unenforceabilityof any provision or provisions of this Agreement shall not affect the validityor enforceability of any other provision hereof, which shall remain in fullforce and effect.	

**Arbitration
. 

	
Scope of Arbitration Requirement
. Except asotherwise provided in Section 9, the parties hereby waive their rights to atrial before a judge or jury and agree to arbitrate before a neutral arbitratorany and all claims or disputes arising out of this Agreement or the breachhereof.

	
Procedure
.  The arbitrator's decision shall bewritten and shall include the findings of fact and law that support thedecision.  The arbitrator's decision shall be final and binding on both parties,except to the extent applicable law allows for judicial review of arbitrationawards.  The arbitrator may award any remedies that would otherwise be availableto the parties if they were to bring the dispute in court.  The arbitrationshall be conducted in accordance with the National Rules for the Resolution ofEmployment Disputes of the American Arbitration Association; provided, howeverthat the arbitrator shall allow the discovery authorized by the CaliforniaArbitration Act or the discovery that the arbitrator deems necessary for theparties to vindicate their respective claims or defenses.  The arbitration shalltake place in San Jose, California or, at the Employee's option, the county inwhich the Employee primarily worked with the Company at the time when thearbitrable dispute or claim first arose.

	
Costs
.  The parties shall share the costs ofarbitration equally, except that the Company shall bear the cost of thearbitrator's fee and any other type of expense or cost that the Employee wouldnot be required to bear if he were to bring the dispute or claim in court. Boththe Company and the Employee shall be responsible for their own attorneys' fees,and the arbitrator may not award attorneys' fees unless a statute or contract atissue specifically authorizes such an award.

**No Assignment
.  The rights of any person topayments or benefits under this Agreement shall not be made subject to option orassignment, either by voluntary or involuntary assignment or by operation oflaw, including (without limitation) bankruptcy, garnishment, attachment or othercreditor's process, and any action in violation of this Subsection (h)shall be void.

IN WITNESS WHEREOF, each of the parties has executed thisAgreement, in the case of the Company by its duly authorized officer, as of theday and year first above written.

		

ACTIONPOINT, INC.

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