**EXHIBIT 10.23**
**PLUMTREE SOFTWARE, INC.**
**2005 EMPLOYEE BONUS PLAN**
**1. EFFECTIVE DATE; PURPOSE OF THE PLAN**
     1.1 Effective Date. Plumtree Software, Inc. and its wholly-owned subsidiaries (the “Company”)adopted the 2005 Employee Bonus Plan (the “Plan”) effective as of January 1, 2005.
     1.2 Purpose. The purpose of the Plan is to increase stockholder value and promote the successof the Company by ensuring that the efforts of key employees are aligned with Company strategy andvision. By providing incentive compensation for key employees, the Plan will enable the Company toattract, retain and reward critical skills and high performing employees, thereby leveraging andsustaining the Company’s competitive advantages.
**2. ADMINISTRATION OF THE PLAN**
     2.1 Administrator. The Plan will be administered by the Company’s Board of Directors (the“Board,” and the “Plan Administrator”); provided, however, that the Board may delegate to anyofficer or officers of the Company the responsibility (in whole or in part) for Planadministration.
     2.2 Powers of the Administrator. The interpretation and construction of the Plan and theadoption of rules and regulations for administering the Plan will be made by the PlanAdministrator. The Plan Administrator will have all powers and discretion necessary or appropriateto administer the Plan and to control its operation, including, but not limited to, the power to(1) determine which employees will be granted bonuses, (2) prescribe the applicable period, termsand conditions of bonuses, (3) interpret the Plan and the bonuses, (4) adopt rules for theadministration, interpretation and application of the Plan as are consistent therewith, and (5)interpret, amend or revoke any such rules. Decisions of the Plan Administrator will be final andbinding on all parties who have an interest in the Plan.
     2.3 Modification, Suspension and Termination. The Company reserves the right to modify, amend,suspend or terminate the Plan at any time and for any reason. The amendment, suspension ortermination of the Plan will not, without the consent of any participant, alter or impair anyrights or obligations under any bonus already earned. No bonus may be awarded during any period ofsuspension or after termination of the Plan.
**3. DETERMINATION OF PARTICIPANTS**
     3.1 Eligible Individuals. An individual employed by the Company who has been notified by theCompany’s HR department will be eligible to participate in the Plan. Notwithstanding the foregoing,an individual will not be eligible to participate in the Plan if the individual is on anotherincentive compensation plan (including, but not limited to, a Company sales commission plan).Individuals designated as participants will be referred to as “Participants.”
     3.2 Termination of Employee Status. For purposes of the Plan, and unless otherwise determinedby the Plan Administrator at its discretion, an individual will be considered an employee for solong as such individual remains employed, on a full-time basis by the Company.
**4. DETERMINATION OF AWARDS**
     4.1 Amount of Target Bonus. The Plan Administrator will determine each Participant’s targetbonus; provided, however, that the total amount of all target bonuses may not exceed an amountdetermined by the Plan Administrator.
     4.2 Performance Goals. A portion (as determined by Plan Administrator) of a target bonus willbe earned by achieving individual or team goals (the “Individual Performance Portion”). Theremaining portion of a target bonus will be earned if the Company meets Company-specific performance objectives (the “Company Performance Portion”). Theallocation of the target bonus among the Individual Performance Portion and Company PerformancePortion may be established by the Plan Administrator for all eligible Participants or individuallyfor certain Participants.
          (a) Individual Performance Portion. Every Participant will develop and establish quarterlygoals in conjunction with the Participant’s manager. The goals, recommended to be between three andfive in number, must be approved by the Participant’s manager, who will assign relative weights toeach goal.
          (b) Company Performance Portion. Annual or semi-annual Company goals, based on revenue andearnings and other criteria as may be determined by the Plan Administrator will be set by the PlanAdministrator; provided, however, that no Company goal will be deemed achieved if pro-formaearnings per share is less than an amount set by the Company at the beginning of each year. Companygoals may be amended or modified at any time (including the minimum threshold on earnings).
**5. PAYMENT OF AWARDS**
     5.1 Individual Performance Portion. The Individual Performance Portion of a target bonus willbe earned on a quarterly basis, based on the Participant’s achievement of his or her specifiedgoals and the weightings assigned to each goal. A Participant must achieve a weighted average of atleast 50% of his or her quarterly goals, as determined by and in the discretion of theParticipant’s manager, or as otherwise determined by the Plan Administrator, to earn a payment. AParticipant may earn no more than 100% of the Individual Performance Portion of his or her targetbonus as a result of meeting or exceeding individual goals.
     5.2 Company Performance Portion. The Company Performance Portion of a target bonus will beearned on an annual or semi-annual basis, subject to the Company meeting the performance criteriaestablished by the Plan Administrator pursuant to Section 4.2(b). A Participant may be entitled topayments in excess of target bonus amounts if the Company’s performance exceeds targets. AParticipant must average at least a 50% rating with respect to his or her individual goals, or asotherwise determined by the Plan Administrator (over the course of the annual or semi-annualCompany performance period) to be eligible to receive the Company Performance Portion.
     5.3 Pro-Rata Eligibility. Participants who become eligible during a quarter must be employedfor at least two (2) months during the quarter to receive a quarterly bonus. Quarterly bonuses (theIndividual Performance Portion) will be pro-rated based on the amount of time the Participant wasbonus-eligible during the quarter. In addition, Participants who become eligible during the annualor semi-annual period during which Company performance is measured must have been an eligibleindividual for at least three (3) months prior to the end of the semi-annual period to receive ansemi-annual bonus and for at least six (6) months prior to the end of the annual period to receiveand annual bonus. Annual or semi-annual bonuses (the Company Performance Portion) will be pro-ratedbased on the amount of time the Participant was bonus-eligible during the applicable period.
 

 

     5.4 Timing and Form of Payment. Bonuses will be paid as soon as administratively practicableafter the end of the applicable period (quarterly, semi-annually, or annually). A Participant mustbe employed on the last day of the applicable period to receive a payment. Payment will be made bypayroll check, which is separate from the Participant’s regular payroll check, and will be subject to applicable federal, state and localtax withholding. Notwithstanding anything in the Plan to the contrary, the Plan Administrator, inits sole discretion, may decide at any time and for any reason, on a per-Participant basis, thatbonuses may be reduced or no bonuses will be paid.
**6. GENERAL PROVISIONS**
     6.1 Funding Obligations. No amounts awarded or accrued under this Plan will actually befunded, set aside or otherwise segregated prior to payment. The obligation to pay bonuses will atall times be an unfunded and unsecured obligation of the Company. Participants will have the statusof general creditors and may look solely to the general assets of the Company for the payment oftheir bonuses.
     6.2 Transferability. No Participant will have the right to alienate, pledge or encumber his orher interest in this Plan, and such interest will not (to the extent permitted by law) be subjectin any way to the claims of the Participant’s creditors or to attachment, execution or otherprocess of law.
     6.3 Beneficiaries. A Participant may designate a beneficiary to receive any bonuses earned upto the time of death. If such designation is not made, the beneficiary named for regular employeebenefit plans will be deemed to be the name beneficiary.
     6.4 Continuing Employment Status. Neither the action of the Company in establishing the Plan,nor any action taken under the Plan by the Plan Administrator, nor any provision of the Plan itselfwill be construed to grant any Participant the right to remain in the employ of the Company for anyperiod of specific duration. Each eligible employee will remain an “at-will” employee, which meansthat either such eligible employee or the Company may terminate the employment relationship at anytime for any reason, with or without cause.
     6.5 Integration. The Plan will be the full and complete agreement between the eligibleemployees and the Company on the terms described herein.
     6.6 Validity. In the event any provision of the Plan is held illegal or invalid for anyreason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Planwill be construed and enforced as if the illegal or invalid provision had not been included.
     6.7 Applicable Law. The granting of bonuses under the Plan will be subject to all applicablelaws, rules and regulations, and to such approvals by any governmental agencies or nationalsecurities exchanges as may be required. The Plan and all bonuses will be construed in accordancewith and governed by the laws of the State of California, without regard to the conflict of lawprovisions.