2007 Equity Incentive Plan and related forms of agreement



 EXHIBIT 4.1 
 CONCUR TECHNOLOGIES, INC. 
 2007 EQUITY INCENTIVE PLAN 
 1. PURPOSE. The purpose of the Concur Technologies, Inc. 2007 Equity Incentive Plan (the “Plan”) is to provide incentives
to attract, retain and motivate eligible persons, whose present and potential contributions are important to the success of the Company and its Subsidiaries, by offering them an opportunity to participate in the Company’s future performance
through awards of Options, Restricted Stock, Stock Bonuses, Stock Appreciation Rights (“SARs”) and Restricted Stock Units (“RSUs”). Capitalized terms not defined elsewhere in the text are defined in
Section 25. 
 2. SHARES SUBJECT TO THE PLAN. 
 2.1 Number of Shares Available. Subject to Sections 2.2 and 21, 1,500,000 Shares are available for grant and issuance under the Plan. In addition, any authorized shares not issued or subject to
outstanding grants under any of the Company’s Amended and Restated 1994 Stock Option Plan, 1999 Stock Incentive Plan, Amended 1998 Directors Stock Option Plan and Amended 1998 Equity Incentive Plan (collectively the “Prior
Plans”) on the Effective Date (as defined below) and any Shares issued under the Plan or any of the Prior Plans that are forfeited or repurchased by the Company prior to vesting (including any Shares removed from the Plan due to the
reduction ratio set forth below) or that are issuable upon exercise of options or settlement of other awards granted pursuant to the Plan or any of the Prior Plans that expire or become unexercisable for any reason without having been exercised in
full, will no longer be available for grant and issuance under the applicable Prior Plan, but will be available for grant and issuance under this Plan. The following shares shall not become available for issuance under the Plan: (a) Shares
tendered by Participants as full or partial payment to the Company upon exercise of Awards; (b) Shares withheld by, or otherwise remitted to, the Company to satisfy a Participant’s tax withholding obligations related to Awards; and
(c) Shares reserved for issuance upon settlement of SARs, to the extent the number of such reserved Shares exceeds the number of Shares actually issued upon settlement of the SARs. Shares subject to SARs shall be counted against the Shares
available for issuance under the Plan as one Share for every Share subject thereto, regardless of the number of Shares used to settle the SAR. Any Award other than an Option or a SAR shall reduce the number of Shares available for issuance by 1.5
Share(s) for each Share settled from such Award. Any Award issued as an Option or a SAR shall reduce the number of Shares available for issuance by one Share. No more than 25,000,000 Shares shall be issued pursuant to the exercise of ISOs. The
Company will reserve and keep available at least a sufficient number of Shares to satisfy the requirements of all Awards. 
 2.2
Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of
the Company, without consideration, then (a) the number of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, (b) the Exercise Prices of and number of Shares subject to outstanding Options and SARs,
(c) the number of Shares subject to other outstanding Awards, (d) the maximum number of shares that may be issued as ISOs set forth in Section 2.1, and (e) the maximum number of shares that may be issued to an individual or to a
new employee in any one fiscal year set forth in Section 3, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided that fractions
of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee; and provided further that the
Exercise Price of any Option or SAR may not be decreased to below the par value of the Shares. 
 3. ELIGIBILITY. ISOs may be granted
only to employees (including officers and directors who are also employees at the time of grant) of the Company or Subsidiary. All other Awards may be granted to employees, officers, directors, consultants, independent contractors and advisors of
the Company or Subsidiary. The Committee (or its designee under 4.1(c)) will from time to time determine in its sole discretion and designate the eligible persons who will be granted Awards under the Plan. The Plan is discretionary in nature, and
the grant of Awards by the Committee is voluntary and occasional. A person may be granted more than one Award under the Plan. 







 4. ADMINISTRATION. 
 4.1 Committee Authority. The Plan shall be administered by the Committee. Subject to the general purposes, terms and conditions of the Plan, the Committee will have full power to implement and carry out
the Plan. Without limiting the previous sentence, the Committee will have the authority to: 
  

	 	(a)	construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan; 

  

	 	(b)	prescribe, amend and rescind rules and regulations relating to the Plan or any Award, including determining the forms and agreements used in connection with the Plan; provided that
the Committee may delegate to the Company’s legal department the authority to approve revisions to the forms and agreements used in connection with the Plan that are designed to facilitate Plan administration, and that are not inconsistent with
the Plan or with any resolutions of the Committee relating to the Plan; and may delegate authority to grant Awards within parameters established by the Committee to any person to whom such authority may be granted under applicable law;


  

	 	(c)	select persons to receive Awards; provided that subject to applicable law, the Committee may delegate to one or more Executive Officers (who would also be considered
“officers” under applicable law) the authority to grant an Award under the Plan to Participants who are not Insiders; 

  

	 	(d)	determine the terms of Awards; 

  

	 	(e)	determine the number of Shares (or other consideration, if an Award can be settled in other than Shares) subject to Awards; 

  

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

  

	 	(g)	grant waivers of Plan or Award conditions; 

  

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

  

	 	(i)	correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement; 

  

	 	(j)	determine whether an Award has been earned; 

  

	 	(k)	amend the Plan; 

  

	 	(l)	to take any action consistent with the terms of the Plan, either before or after an Award has been granted, that is necessary, desirable or advisable to comply with any governmental
laws or regulatory requirement of a foreign country, including, but not limited to, modifying or amending the terms and conditions governing any Awards or establishing any local country plans as sub-plans to this Plan; and 


 

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

 4.2 Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Award shall be made in its sole discretion at the time of grant of the Award or, unless in
contravention of any express term of the Plan or Award, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the 








 
interpretation of the Plan or any Award Agreement shall be submitted by the Participant or Company to the Committee for review. The resolution of such a
dispute by the Committee shall be final and binding on the Company and the Participant. The Committee may delegate to one or more Executive Officers the authority to review and resolve disputes with respect to Awards held by Participants who are not
Insiders, and such resolution shall be final and binding on the Company and the Participant. 
 4.3 Section 162(m) of the Code and
Section 16 of the Exchange Act. When necessary or desirable for an Award to qualify as “performance-based compensation” under Section 162(m) of the Code the Committee shall include at least two persons who are “outside
directors” (as defined under Section 162(m) of the Code) and at least two (or a majority if more than two then serve on the Committee) such “outside directors” shall approve the grant of such Award and timely determine the
Performance Period and any Performance Factors upon which vesting of any portion of such Award is to be subject. When required by Section 162(m) of the Code, then prior to settlement of any such Award at least two (or a majority if more than
two then serve on the Committee) such “outside directors” then serving on the Committee shall determine and certify in writing the extent to which such Performance Factors have been timely achieved and the extent to which the Shares
subject to such Award have thereby been earned. In any calendar year the Committee shall not grant any Participant Awards covering an aggregate of more than 1,200,000 Shares, but with respect to Awards granted to any new employee of the Company or a
Subsidiary (including any new employee who is also an officer and/or director of the Company or a Subsidiary) in the calendar year in which such person commences employment this aggregate limit shall instead be 1,500,000 Shares. Awards granted to
Insiders must be approved by two or more “non-employee directors” (as defined in regulations promulgated under Section 16 of the Exchange Act). 
 5. OPTIONS. 
 5.1 Grant of Options. The Committee may grant Options to Participants and will
determine: 
  

	 	(a)	whether the Options will be ISOs or NSOs; 

  

	 	(b)	the number of Shares subject to the Option; 

  

	 	(c)	the Exercise Price of the Option; 

  

	 	(d)	the period during which the Option may be exercised; 

  

	 	(e)	the vesting and exercisability of the Option; and 

  

	 	(f)	all other terms and conditions of the Option, subject to the provisions of this Section 5 and the Plan. 

 Each Option granted under the Plan will be evidenced by an Award Agreement, which shall expressly identify the Option as an ISO or NSO. The date of grant of an Option
will be the date on which the Committee makes the determination to grant the Option, unless the Committee otherwise specifies a later date. 
 5.2 Exercise Period; Expiration Date and Exercise. An Option will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such Option and subject to
Company policies established by the Committee (or by individuals to whom the Committee has delegated responsibility) from time to time. The Committee may provide for Options to become exercisable at one time or from time to time, periodically or
otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of Shares subject to the Option as the Committee determines. The
Award Agreement shall set forth the Expiration Date; provided that no Option will be exercisable after the expiration of ten years from the date the Option is granted; and provided further that no ISO granted to a Ten Percent Stockholder will be
exercisable after the expiration of five years from the date the Option is granted. 







 5.3 Exercise Price. The Exercise Price of an Option will be determined by the Committee when
the Option is granted and may not be less than the Fair Market Value on the date of grant; provided that the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of the Shares on the date
of grant. 
 5.4 Vesting and Termination. 
 (a) Vesting. Except as may be set forth in the Participant’s Award Agreement, any Option granted to a Participant will cease to vest on the Participant’s Termination Date. If the Participant does not
exercise his or her Option within the time specified by the Committee or as set forth in the Award Agreement, the Option shall terminate. 
 (b) Post-Termination Exercise Period. Subject to Section 10.4, following a Participant’s Termination, the Participant’s Option may be exercised to the extent vested and exercisable as set forth below: 
 (i) no later than ninety (90) days after the Termination Date if a Participant is Terminated for any reason except death or Disability, unless a
different period of time period is specifically set forth in the Participant’s Award Agreement; provided that no Option may be exercised after the Expiration Date of the Option; or 
 (ii) no later than three hundred sixty-five (365) days after the Termination Date in the case of Termination due to Disability or death, unless a
different time period is specifically set forth in the Participant’s Award Agreement; provided that no Option may be exercised after the Expiration Date of the Option. 
 5.5 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable
for the first time by a Participant during any calendar year (under the Plan or under any other incentive stock option plan of the Company or any Subsidiary) shall not exceed $100,000. If the Fair Market Value of Shares on the date of grant with
respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds $100,000, the Options for the first $100,000 worth of Shares to become exercisable in that calendar year will be ISOs, and the Options for the
Shares with a Fair Market Value in excess of $100,000 that become exercisable in that calendar year will be NSOs. If the Code is amended to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such
different limit shall be automatically incorporated into the Plan and will apply to any Options granted after the effective date of the Code’s amendment. 
 5.6 Notice of Disqualifying Dispositions of Shares Acquired on Exercise of an ISO. The Award Agreement for an ISO shall require that, if a Participant sells or otherwise disposes of any Shares acquired pursuant
to the exercise of an ISO on or before the later of (a) the date two years after the Date of Grant, and (b) the date one year after the exercise of the ISO (in either case, a “Disqualifying Disposition”), the
Participant shall immediately notify the Company in writing of such Disqualifying Disposition. 
 5.7 No Disqualification.
Notwithstanding any other provision in the Plan, no term of the Plan relating to ISOs will be interpreted, amended or altered, and no discretion or authority granted under the Plan will be exercised, so as to disqualify the Plan under
Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code. Any outstanding ISO that is modified, extended, renewed or otherwise altered shall be treated in accordance
with Section 424(h) of the Code and the regulations thereunder. 
 6. RESTRICTED STOCK AWARDS. 
 6.1 Awards of Restricted Stock. A Restricted Stock Award is an offer by the Company to grant Shares, that are subject to one or more risks of
forfeiture (which may be based on Performance Factors or the passage of time in service or both), to a Participant. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the Purchase Price,
the risk(s) of forfeiture to which the Shares will 








 
be subject and all other terms and conditions of the Restricted Stock Award. A Participant accepts a Restricted Stock Award by signing and delivering to the
Company an Award Agreement with full payment of the Purchase Price within 30 days from the date the Award Agreement was delivered to the Participant. If the Participant does not accept the Restricted Stock Award within 30 days, then the offer of the
Restricted Stock Award will terminate, unless the Committee determines otherwise. Performance Periods may overlap and Participants may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance
Periods and having different performance goals and other criteria. 
 6.2 Purchase Price. The Purchase Price for a Restricted
Stock Award will be determined by the Committee and may be less than Fair Market Value (but not less than the par value of the Shares when required by applicable law) on the date the Restricted Stock Award is granted. Payment of the Purchase Price
must be made in accordance with Section 11 of the Plan and the Award Agreement, and in accordance with any procedures established by the Company. 
 6.3 Termination. Except as may be set forth in the Participant’s Award Agreement, any Restricted Stock Award will cease to vest on the Participant’s Termination Date. 
 7. STOCK BONUS AWARDS. 
 7.1
Awards of Stock Bonuses. A Stock Bonus Award is an award to a Participant of Shares (which may consist of fully-vested Stock, Restricted Stock or Restricted Stock Units) for services to be rendered or for past services already
rendered to the Company or any Subsidiary and any vesting requirement may be based on continuation in service or timely satisfaction of Performance Factors. No payment will be required for Shares awarded pursuant to a Stock Bonus Award (other than
any minimum payment required by applicable law which may be made with any legal form of consideration for Shares that is acceptable to the Committee). 
 7.2 Form of Payment to Participant. The Stock Bonus Award shall be settled within the period of time permitted under Section 409A of the Code without triggering the “additional tax” under
Section 409A(a)(1)(B) of the Code. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, and in either a lump sum
payment or in installments, all as the Committee determines. 
 7.3 Termination of Participant. Except as may be set forth in the
Participant’s Award Agreement, any Stock Bonus Award will cease to vest on the Participant’s Termination Date. 
 8. STOCK
APPRECIATION RIGHTS. 
 8.1 Awards of SARs. A Stock Appreciation Right (“SAR”) is an award to a
Participant that may be settled in Shares (which may consist of Restricted Stock or RSUs), having a value equal to the value determined by multiplying the difference between the Fair Market Value on the date of exercise over the Exercise Price and
the number of Shares with respect to which the SAR is being settled. The SAR may be granted for services to be rendered or for past services already rendered to the Company, or any Subsidiary. 
 8.2 Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee
and set forth in the Award Agreement governing such SAR. The Award Agreement shall set forth the Expiration Date; provided that no SAR will be exercisable after the expiration of ten years from the date the SAR is granted. 
 8.3 Exercise Price. The Committee will determine the Exercise Price of the SAR when the SAR is granted, however the Exercise Price shall not be
less than the Fair Market Value on the date of grant. 







 8.4 Termination. 
 (a) Vesting. Any SAR granted to a Participant will cease to vest on the Participant’s Termination Date. If the Participant does not exercise his or her SAR within the time specified by the Committee or as
set forth in the Award Agreement, the SAR shall terminate. 
 (b) Post-Termination Exercise Period. Subject to Section 10.4,
following a Participant’s Termination, such Participant’s SAR may be exercised to the extent vested and exercisable as set forth below: 
 (i) no later than ninety (90) days after the Termination Date if a Participant is Terminated for any reason except death or Disability, unless a different period of time period is specifically set forth in the Participant’s Award
Agreement; provided that no SAR may be exercised after the Expiration Date of the SAR; or 
 (ii) no later than three hundred sixty-five
(365) days after the Termination Date in the case of Termination due to Disability or death, unless a different time period is specifically set forth in the Participant’s Award Agreement; provided that no SAR may be exercised after its
Expiration Date. 
 9. RESTRICTED STOCK UNITS. 
 9.1 Awards of Restricted Stock Units. An RSU is an award to a Participant covering a number of Shares that may, in the discretion of the Company, be settled in cash, or by issuance of those Shares for
services to be rendered or for past services already rendered to the Company or any Subsidiary. 
 9.2 Form and Timing of Settlement.
To the extent permissible under applicable law, the Committee may permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU and any deferral satisfy the requirements to avoid
imposition of the additional tax and interest provided under Section 409A of the Code (or any successor provision) and any regulations or rulings promulgated thereunder. Payment may be made in the form of cash or whole Shares or a combination
thereof in a lump sum payment, all as the Committee determines. 
 10. OTHER PROVISIONS. 
 10.1 Distribution of Award Agreements and Plan. The Award Agreement, Plan and other documents may be delivered in any manner (including electronic
distribution or posting) that meets applicable legal requirements. 
 10.2 Form of Award Agreement(s). Each Award granted under the
Plan will be evidenced by an Award Agreement, which will be in substantially a form (which need not be the same for each Participant) that the Committee or an officer of the Company (pursuant to Section 4.1(b)) has from time to time approved,
and will comply with and be subject to the terms and conditions of the Plan. 
 10.3 Procedures for Exercising or Settling an Award. A
Participant or Authorized Transferee may exercise or settle Awards by following the procedures established by the Company’s stock administration department, as communicated and made available to Participants through the Company’s
electronic mail system, intranet site or otherwise. 
 10.4 Black-out Periods and Post-Termination Exercisability. If exercise or
settlement of an Award is prevented due to any trading restriction with respect to the Company’s Shares that is in effect at the time of such Participant’s Termination, then the applicable time for exercise or settlement shall be tolled
until such trading restriction lapses, but not beyond the earlier to occur of (i) the applicable Expiration Date and (ii) the last date on which exercise or settlement could occur without subjecting such Award to the tax and interest
imposed by Section 409A of the Code. 







 10.5 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that
may be purchased on any exercise of an Option or SAR; provided that the minimum number will not prevent a Participant from exercising an Option or SAR for the full number of Shares for which it is then exercisable. An Option or a SAR may only be
exercised by the personal representative of a Participant or an Authorized Transferee or by the person or persons to whom a Participant’s rights under the Option or SAR shall pass by such person’s will or by the laws of descent and
distribution of the state of such person’s domicile at the time of death, and then only as and to the extent that such person was entitled to exercise the Option or SAR on the date of death. 
 10.6 Terms of Awards. The Committee will determine an Award’s terms, including, without limitation: (a) the number of Shares deemed
subject to the Award; (b) the time or times during which the Award may be exercised and (c) such other terms and conditions and conditions as the Committee deems appropriate. Awards may be subject to performance goals based on Performance
Factors during any Performance Period as may be set out in advance in the Participant’s Award Agreement. The Committee may adjust the performance goals applicable to Awards to take into account changes in law and accounting and to make such
adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances. 
 11. PAYMENT FOR SHARE PURCHASES. 
 11.1 Payment. Payment for Shares purchased pursuant to the Plan may be made by any
of the following methods (or any combination of such methods) that are described in the applicable Award Agreement and that are permitted by law: 
  

	 	(a)	in cash or cash equivalent (including by check); 

  

	 	(b)	in the case of exercise by the Participant, a Participant’s guardian or legal representative or the authorized legal representative of a Participant’s heirs or legatees
after a Participant’s death, by cancellation of indebtedness of the Company to the Participant; 

  

	 	(c)	by surrender of shares of the Company’s Common Stock that either: (1) were obtained by the Participant or Authorized Transferee in the public market; or (2) if the
shares were not obtained in the public market, they have been paid for within the meaning of SEC Rule 144; 

  

	 	(d)	in the case of exercise by the Participant, Participant’s guardian or legal representative or the authorized legal representative of a Participant’s heirs or legatees
after a Participant’s death, by waiver of compensation due or accrued to the Participant for services rendered; and 

  

	 	(e)	with respect only to purchases upon exercise of an Option, and provided that a public market for the Shares exists: 

 (1) through a “same day sale” commitment from the Participant or Authorized Transferee and an NASD dealer meeting the requirements of the
Company’s “same day sale” procedures and in accordance with law; or 
 (2) through a “margin” commitment from the
Participant or Authorized Transferee and an NASD dealer meeting the requirements of the Company’s “margin” procedures and in accordance with law. 
 11.2 Issuance of Shares. Upon payment of the applicable Purchase Price or Exercise Price and compliance with other conditions and procedures established by the Company for the purchase of Shares, the Company
shall issue the Shares registered in the name of the Participant or Authorized Transferee and shall deliver certificates representing the Shares (in physical or electronic form, as appropriate). The Shares may be subject to legends or other
restrictions as described in Section 15 of the Plan. 







 12. WITHHOLDING TAXES. 
 12.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under the Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy minimum federal, state, local and foreign income or social security tax withholding requirements prior to the delivery of any certificate(s) for the Shares. If a payment in
satisfaction of an Award is to be made in cash, the payment will be net of an amount sufficient to satisfy minimum tax withholding requirements of applicable law. 
 12.2 Stock Withholding. When, under applicable tax laws, a Participant incurs a tax liability in connection with the grant, exercise, vesting or payment of any Award that is subject to tax withholding and
the Participant is obligated to pay the Company (or a Subsidiary) the amount required to be withheld, the Committee may, in its sole discretion, allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Company
withhold from the Shares to be issued that number of whole Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined. All elections by a
Participant to have Shares withheld for this purpose shall be made in accordance with the requirements established by the Committee and be in writing in a form acceptable to the Committee. 
 13. PRIVILEGES OF STOCK OWNERSHIP. No Participant or Authorized Transferee will have any rights as a stockholder of the Company with respect to
any Shares until the Shares are issued to the Participant or Authorized Transferee. After Shares are issued to the Participant or Authorized Transferee, the Participant or Authorized Transferee will be a stockholder and have all the rights of a
stockholder with respect to the Shares including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if the Shares are Restricted Stock, any new, additional or different
securities the Participant or Authorized Transferee may become entitled to receive with respect to the Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the
same restrictions as the Restricted Stock; provided further, that the Participant or Authorized Transferee will have no right to retain such dividends or distributions with respect to Shares that are repurchased at the Participant’s original
Exercise Price or Purchase Price pursuant to Section 15. 
 14. TRANSFERABILITY. As may be permitted by the Committee (and to the
extent permitted by applicable law and the terms of the Award Agreement), a Participant may transfer an Award to an Authorized Transferee. Absent such permission, no Award and no interest therein, shall be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of descent and distribution, and no Award may be made subject to execution, attachment or similar process. 
 15. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award
documentation a right to repurchase all or a portion of a Participant’s Shares that are not “Vested Shares” (as defined in the Award documentation), following the Participant’s Termination, at any time within 90
days after the later of (a) the Participant’s Termination Date or (b) the date the Participant purchases Shares under the Plan, for cash or cancellation of purchase money indebtedness with respect to Shares, at the Participant’s
original Exercise Price or Purchase Price. 
 16. CERTIFICATES. All certificates for Shares or other securities delivered under the
Plan (whether in physical or electronic form, as appropriate) will be subject to stock transfer orders, legends and other restrictions that the Committee deems necessary or advisable, including without limitation restrictions under any applicable
federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system on which the Shares may be listed. 
 17. ESCROW. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates
representing Shares, together with stock powers or other transfer instruments approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company, to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. 







 18. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award shall not be effective unless the
Award is in compliance with all applicable state, federal and foreign securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system on which the Shares may then be listed,
as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in the Plan, the Company shall have no obligation to issue or deliver certificates for Shares under the
Plan prior to (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and/or (b) completion of any registration or other qualification of such shares under any state, federal or
foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company shall be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or
listing requirements of any state, federal or foreign securities laws, stock exchange or automated quotation system, and the Company shall have no liability for any inability or failure to do so. 
 19. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award granted under the Plan shall confer or be deemed to confer on any Participant any
right to continue in the employ of, or to continue any other relationship with, the Company or any Subsidiary or limit in any way the right of the Company or any Subsidiary to terminate a Participant’s employment or other relationship at any
time, with or without cause, as applicable laws allow. 
 20. REPRICING PROHIBITED; EXCHANGE AND BUYOUT OF AWARDS. The repricing of
Options or SARs without prior stockholder approval is prohibited. For this purpose, a repricing means any of the following (or any other action that has the same effect as any of the following): (a) changing the terms of an Option or SAR to
lower its exercise price; (b) any other action that is treated as a repricing under generally accepted accounting principles; and (c) canceling an Option or SAR, at a time when its exercise price is equal to or greater than the fair market
value of the underlying stock, in exchange for another Option, SAR, Restricted Stock Award or other equity award, unless the cancellation and exchange occurs in connection with a Corporate Transaction. Such cancellation and exchange would be
considered a repricing regardless of whether it is treated as a repricing under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant. The Committee may, at any time or from time to time,
authorize the Company, with prior stockholder approval, in the case of an Option or SAR exchange, and the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards.
 
 21. CORPORATE TRANSACTIONS.  
 21.1 Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction any or all outstanding Awards may be assumed or replaced by the successor corporation,
which assumption or replacement shall be binding on all Participants. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders
(after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase
restrictions no less favorable to the Participant. In the event such successor corporation (if any) refuses to assume or substitute Awards, as provided above, pursuant to a transaction described hereunder, such Awards will expire on the closing of
such transaction at such time and on such conditions as the Committee will determine. 
 21.2 Other Treatment of Awards. Subject to
any greater rights granted to Participants under Section 21.1, in the event of a Corporate Transaction, any outstanding Awards shall be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation
or sale of assets. 
 21.3 Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume
outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting an Award under the Plan in substitution of such other company’s award, or (b) assuming
such award as if it had been granted under the Plan if the terms of such assumed award could be applied to an Award granted under the Plan. Such substitution or assumption shall be permissible if 








 
the holder of the substituted or assumed award would have been eligible to be granted an Award under the Plan if the other company had applied the rules of
the Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award shall remain unchanged (except that the exercise price and the number and nature of Shares issuable upon exercise of
any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted
Exercise Price. Shares subject to Awards granted to substitute or assume outstanding awards granted by another company in connection with an acquisition shall not reduce the number of Shares available for issuance under Section 2.1 of the Plan.

 22. ADOPTION, STOCKHOLDER APPROVAL AND TERM. The Plan was adopted by the Board on January 22, 2007. The Plan shall become
effective upon approval by stockholders of the Company, consistent with applicable laws. The Plan will terminate ten years following the earlier of (i) the date it was adopted by the Board or (ii) the date it became effective upon approval
by stockholders of the Company, unless sooner terminated by the Board pursuant to Section 23. 
 23. AMENDMENT OR TERMINATION OF PLAN
AND AWARDS. The Board may at any time terminate, amend or suspend the Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to the Plan. Notwithstanding the foregoing,
neither the Board nor the Committee shall, without the approval of the stockholders of the Company, amend the Plan in any manner that requires such stockholder approval pursuant to the Code or the regulations promulgated thereunder as such
provisions apply to ISO plans, or pursuant to the Exchange Act or any rule promulgated thereunder. The Committee may modify, extend or renew outstanding Awards and authorize the grant of Awards in substitution thereof; provided that any such action
(including any amendment to the Plan) may not, without the written consent of a Participant, impair any of a Participant’s rights under Award previously granted. 
 24. NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN. Neither the adoption of the Plan by the Board, the submission of the Plan to the stockholders of the Company for approval, nor any provision of the Plan shall be
construed as creating any limitations on the power of the Board to adopt such additional arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in specific cases. The Plan shall be unfunded. Neither the Company nor the Board shall be required to segregate any assets that may at any time be represented by Awards made pursuant
to the Plan. Neither the Company, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan. 
 25. DEFINITIONS. As used in the Plan, the following terms shall have the following meanings: 
 (a) “Authorized
Transferee” means the permissible recipient, as authorized by this Plan and the Committee, of an NSO that is transferred during the Participant’s lifetime by the Participant by gift or domestic relations order. For purposes of this
definition a “permissible recipient” is: (i) a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law of the Participant, including any such person with such relationship to the Participant by adoption; (ii) any person (other than a tenant or employee) sharing the Participant’s household; (iii) a trust in which the
persons in (i) or (ii) have more than fifty percent of the beneficial interest; (iv) a foundation in which the persons in (i) or (ii) or the Participant control the management of assets; or (v) any other entity in which
the person in (i) or (ii) or the Participant own more than fifty percent of the voting interest. 
 (b)
“Award” means any award under the Plan, including any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Stock Bonus. 
 (c) “Award Agreement” means, with respect to each Award, the written agreement between the Company and the Participant setting forth the terms and conditions of the Award. 
 (d) “Board” means the Board of Directors of the Company. 







 (e) “Code” means the United States Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder. 
 (f) “Committee” means the Board and such other committee appointed by the
Board to administer the Plan. 
 (g) “Company” means Concur Technologies, Inc., a corporation organized under the
laws of the State of Delaware, or any successor corporation. 
 (h) “Corporate Transaction” means (a) a merger
or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the Company and the Awards granted under the Plan are assumed or replaced by the successor corporation, which assumption shall be binding on all Participants), (b) a dissolution or liquidation of the
Company, (c) the sale of substantially all of the assets of the Company, (d) a merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any
stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company; or (e) any other transaction which qualifies as a
“corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the
outstanding shares of the Company). 
 (i) “Disability” means a disability, whether temporary or permanent, partial
or total, as determined by the Committee, except in the case of an ISO when it shall mean a “permanent and total disability” within the meaning of such phrase in Section 22(e)(3) of the Code. 
 (j) “Effective Date” means the date stockholders approve the Plan pursuant to Section 22 of the Plan. 
 (k) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder. 
 (l) “Executive Officer” means a person who is an “executive officer” of the Company as
defined in Rule 3b-7 promulgated under the Exchange Act. 
 (m) “Exercise Price” means the price at which a
Participant who holds an Option or SAR may purchase the Shares issuable upon exercise of the Option or SAR. 
 (n) “Expiration
Date” means the last date on which an Option or SAR may be exercised as determined by the Committee. 
 (o)
“Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows: 
  

	 	(1)	if such Common Stock is publicly traded and is then listed on a national securities exchange, the last reported sale price on such date or, if no such reported sale takes place on
such date, the average of the closing bid and asked prices on the principal national securities exchange on which the Common Stock is listed or admitted to trading; 

  

	 	(2)	if such Common Stock is publicly traded but is not admitted to trading on a national securities exchange, the average of the closing bid and asked prices on such date, as reported
online by a website designated by the Committee in good faith; or 

  

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








 (p) “Insider” means an officer or director of the Company or any other person
whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act. 
 (q)
“ISO” means an Option designated by the Committee at the time of grant as intended to receive the treatment provided under Section 422 of the Code. 
 (r) “NSO” means an Option that is not designated an ISO by the Committee at the time of grant or does not qualify as an ISO at
the time of grant (for example, an Option granted to a non-employee). 
 (s) “Option” means an Award pursuant to
Section 5 of the Plan. 
 (t) “Non-Employee Director” means a member of the Company’s Board of Directors
who is not a current employee of the Company or any Subsidiary. 
 (u) “Participant” means a person who receives an
Award under the Plan. 
 (v) “Performance Factors” include, but are not limited to, some or all of the factors
selected by the Committee from among the measures below to determine whether performance goals established by the Committee and applicable to Awards have been satisfied: 
  

	 	(1)	Net revenue and/or net revenue growth; 

  

	 	(2)	Earnings before income taxes and amortization and/or earnings before income taxes and amortization growth; 

  

	 	(3)	Operating income and/or operating income growth; 

  

	 	(4)	Net income and/or net income growth; 

  

	 	(5)	Earnings per share and/or earnings per share growth; 

  

	 	(6)	Total stockholder return and/or total stockholder return growth; 

  

	 	(7)	Return on equity; 

  

	 	(8)	Operating cash flow return on income; 

  

	 	(9)	Adjusted operating cash flow return on income; 

  

	 	(10)	Economic value added; and 

  

	 	(11)	Individual confidential business objectives. 

 (w)
“Performance Period” means the period of service determined by the Committee during which years of service or performance is to be measured for the Award. 
 (x) “Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of
an Option or SAR. 
 (y) “Restricted Stock Award” means an award of Shares pursuant to Section 6 of the Plan.

 (z) “Restricted Stock Unit” means an Award granted pursuant to Section 9 of the Plan. 
 (aa) “SEC” means the United States Securities and Exchange Commission. 







 (bb) “Securities Act” means the United States Securities Act of 1933, as
amended, and the regulations promulgated thereunder. 
 (cc) “Shares” means shares of the Company’s Common Stock
$0.001 par value, reserved for issuance under the Plan, as adjusted pursuant to Sections 2 and 21, and any successor security. 
 (dd)
“Stock Appreciation Right” means an Award granted pursuant to Section 8 of the Plan. 
 (ee)
“Stock Bonus” means an Award granted pursuant to Section 7 of the Plan. 
 (ff)
“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of granting of the Award, 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. 
 (gg) “Ten Percent Stockholder” means any person who directly or by attribution owns more than ten percent of the total combined voting power of all classes of stock of the Company or any
Subsidiary. 
 (hh) “Termination” or “Terminated” means, for purposes of the Plan with
respect to a Participant, that the Participant has ceased to provide services as an employee, director, consultant, independent contractor or adviser to the Company or a Subsidiary; provided that a Participant shall not be deemed to be Terminated if
the Participant is on a Company approved leave of absence; and provided further, that during any Company approved leave of absence, vesting of Awards shall be suspended or continue in accordance with applicable Company policies. Subject to the
foregoing, the Committee shall have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”);
further, the Termination Date will not be extended by any notice period mandated under local law. 







 Award No.: [>>INSERT NUMBER<<] 
 Concur Technologies, Inc. 
 2007 Equity Incentive Plan 
 Award Agreement for Restricted Stock Units 
 (Standard Form) 
 This Award Agreement for Restricted Stock Units (“Award Agreement”) is made and entered into as of
the Date of Grant set forth below (“Date of Grant”) by and between Concur Technologies, Inc., a Delaware corporation (“Company”), and the Participant named below
(“Participant”). All undefined capitalized terms herein shall have the meanings ascribed to such terms as set forth in the Concur Technologies, Inc. 2007 Equity Incentive Plan (“Plan”). 
  

					
	 Participant:
	 	[>>INSERT FULL EMPLOYEE NAME<<]	  	
			
	 Home Address:
	 	[>>INSERT STREET ADDRESS<<]	  	
			
		 	[>>INSERT CITY, STATE AND ZIP<<]	  	

 The Participant is hereby granted an award of Restricted Stock Units (“RSUs”), subject to the terms and
conditions of the Plan and this Award Agreement, as follows: 
  

					
	Number of RSUs:	 	[>>INSERT NUMBER OF RSUs GRANTED<<]	  	
			
	Date of Grant:	 	[>>INSERT DATE OF GRANT<<]	  	
		
	Vesting Schedule:	 	Until the Participant’s Termination Date, the RSUs will vest at the following rate: 25% of the total number of RSUs subject to the award shall vest annually on each of the
first four anniversaries of the Date of Grant. No further vesting shall occur after the Participant’s Termination Date.
		
	Expiration Date:	 	The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date or as otherwise permitted under the Plan.

 The undersigned Participant understands and agrees that: (a) unless otherwise provided in another written
agreement between Participant and the Company or a Subsidiary, the undersigned’s relationship with the Company or a Subsidiary (whether as an employee, director, consultant, independent contractor or adviser) is for an unspecified duration, can
be terminated at any time with or without cause (i.e., is “at-will”), and that nothing in this Award Agreement or the Plan changes the at-will nature of that relationship; (b) the vesting of the RSUs pursuant to this Award Agreement
is earned only by my continuing service to the Company or a Subsidiary (whether as an employee, director, consultant, independent contractor or adviser); and (c) this Award Agreement is subject to the terms and conditions of the attached
Exhibit A and the Plan, both of which are incorporated herein by reference. The undersigned Participant has read both this Award Agreement and the Plan. 
  

							
	 OPTIONEE
	 		 	CONCUR TECHNOLOGIES, INC.
				
	  
	 		 	By	 	  

	 Signature
	 		 		 	









					
			
	  
	 		 	  

	 Print Name
	 		 	Print Name
			
		 		 	  

		 		 	Title

 EXHIBIT A 
 General Terms and Conditions 
 This Exhibit is made as of the Date of Grant and
pertains to and is made a part of the Award Agreement between Company and Participant. All undefined capitalized terms herein shall have the meanings ascribed to such terms as set forth in the Award Agreement. 
 1. Settlement. RSUs shall be settled following the applicable dates of vesting under the vesting schedule set forth in this Award Agreement
(and in any event no more than 30 days following the vesting dates), except as provided below regarding compliance with laws and other requirements. Settlement of RSUs shall be in Shares or cash, in the discretion of the Company. Unless expressly
determined otherwise by the Committee, prior services rendered to the Company by Participant shall constitute sufficient consideration for the payment of the purchase price for any Shares, in an amount equal to or greater than the par value per
share of any Shares delivered in settlement. 
 2. No Stockholder Rights. Unless and until such time as Shares are issued in
settlement of vested RSUs, Participant shall have no ownership interest in the Shares allocated to the RSUs and shall have no right to vote such Shares. 
 3. Dividends. Dividends, if any (whether in cash or otherwise), shall not be paid or credited to Participant on Shares subject to RSUs (other than Shares actually issued and outstanding and held by
Participant as of the record date for determining recipients of such dividend). 
 4. No Transfer. RSUs, and any interest
therein, shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of by Participant. 
 5.
Termination. If Participant is Terminated for any reason, all of Participant’s unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute
as to whether Termination has occurred, the Committee shall have complete discretion to determine whether such Termination has occurred and the effective date of such Termination. 
 6. Acknowledgement. The Company and Participant agree that the RSUs are granted under and governed by this Award Agreement and the
provisions of the Plan. Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Participant has carefully read and is familiar with their provisions, and (c) hereby accepts the RSUs
subject to all of the terms and conditions set forth in this Award Agreement and those set forth in the Plan. 
 7. Tax
Consequences. Participant acknowledges that there will be tax consequences for Participant upon settlement of the RSUs or disposition of the Shares, if any, received in connection therewith, and that Participant should consult a tax adviser
prior to such settlement or disposition. Applicable withholding taxes shall be satisfied by the Company withholding the applicable number of Shares or cash otherwise deliverable upon settlement of the RSU in accordance with rules and procedures
established by the Committee. There is no tax event upon granting of an RSU. Upon vesting of the RSU, Participant will include in income the fair market value of the Shares subject to the RSU. The included amount will be treated as ordinary income
by Participant and will be subject to withholding by the Company. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as capital gain or loss. 







 8. Compliance with Laws and Regulations. The issuance of Shares will be subject to and
conditioned upon compliance by the Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed or quoted at the
time of such issuance or transfer. 
 9. Successors and Assigns. The Company may assign any of its rights under this
Award Agreement. This Award Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Award Agreement will be binding upon Participant and
Participant’s heirs, executors, administrators, legal representatives, successors and assigns. 
 10. Governing Law;
Severability. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior undertakings and agreements of
the Company and Participant with respect to the subject matter hereof. This Award Agreement is governed by Washington law except for that body of law pertaining to conflict of laws. If any provision of this Award Agreement is determined by a court
of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable. 
 11. No Guarantee of Employment. Unless otherwise provided in another agreement, Participant’s relationship with the Company or a
Subsidiary (whether as an employee, director, consultant, independent contractor or adviser) is for an unspecified duration, can be terminated at any time with or without cause (i.e., is “at-will”), and nothing in this Award Agreement or
the Plan changes the at-will nature of that relationship. Participant acknowledges that the vesting of the RSUs pursuant to this Award Agreement is earned only by continuing in service to the Company or a Subsidiary (whether as an employee,
director, consultant, independent contractor or adviser). Participant further acknowledges and agrees that this Award Agreement, the transactions contemplated hereunder, and the vesting schedule set forth in this Award Agreement do not constitute an
express or implied promise of continued engagement in any capacity for the vesting period, for any period, or at all, and shall not interfere with Participant’s right or the Company’s and/or Subsidiary’s right to terminate service at
any time, with or without cause. By Participant’s signature, and the signature of the Company’s representative, on this Award Agreement, Participant and the Company agree that the RSUs are granted under and governed by the terms and
conditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all
provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan or this Award Agreement. Participant also
agrees to notify the Company upon any change in Participant’s residence address. 
 Award No.: [>>INSERT NUMBER<<]

 Concur Technologies, Inc. 
 2007 Equity Incentive Plan 
 Award Agreement for Restricted Stock Units 
 (Executive Form) 
 This Award Agreement for Restricted
Stock Units (“Award Agreement”) is made and entered into as of the Date of Grant set forth below (“Date of Grant”) by and between Concur Technologies, Inc., a Delaware corporation
(“Company”), and the Participant named below (“Participant”). All undefined capitalized terms herein shall have the meanings ascribed to such terms as set forth in the Concur Technologies, Inc. 2007
Equity Incentive Plan (“Plan”). 








					
	 Participant:
	 	[>>INSERT FULL EMPLOYEE NAME<<]	  	
			
	 Home Address:
	 	[>>INSERT STREET ADDRESS<<]	  	
			
		 	[>>INSERT CITY, STATE AND ZIP<<]	  	

 The Participant is hereby granted an award of Restricted Stock Units (“RSUs”), subject to the terms and
conditions of the Plan and this Award Agreement, as follows: 
  

					
	Number of RSUs:	 	[>>INSERT NUMBER OF RSUs GRANTED<<]	  	
			
	Date of Grant:	 	[>>INSERT DATE OF GRANT<<]	  	
			
	Vesting Schedule:	 	See Section 12 of the attached Exhibit A.	  	
		
	Expiration Date:	 	The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date or as otherwise permitted under the Plan.

 The undersigned Participant understands and agrees that: (a) unless otherwise provided in another written
agreement between Participant and the Company or a Subsidiary, the undersigned’s relationship with the Company or a Subsidiary (whether as an employee, director, consultant, independent contractor or adviser) is for an unspecified duration, can
be terminated at any time with or without cause (i.e., is “at-will”), and that nothing in this Award Agreement or the Plan changes the at-will nature of that relationship; (b) the vesting of the RSUs pursuant to this Award Agreement
is earned only by my continuing service to the Company or a Subsidiary (whether as an employee, director, consultant, independent contractor or adviser); and (c) this Award Agreement is subject to the terms and conditions of the attached
Exhibit A and the Plan, both of which are incorporated herein by reference. The undersigned Participant has read both this Award Agreement and the Plan. 
  

							
	 OPTIONEE
	 		 	CONCUR TECHNOLOGIES, INC.
				
	  
	 		 	By	 	  

	 Signature
	 		 		 	
			
	  
	 		 	  

	 Print Name
	 		 	Print Name
			
		 		 	  

		 		 	Title








 EXHIBIT A 
 General Terms and Conditions 
 This Exhibit is made as of the Date of Grant and pertains to and is
made a part of the Award Agreement between Company and Participant. All undefined capitalized terms herein shall have the meanings ascribed to such terms as set forth in the Award Agreement. 
 12. Settlement. RSUs shall be settled following the applicable dates of vesting under the vesting schedule set forth in this Award
Agreement (and in any event no more than 30 days following the vesting dates), except as provided below regarding compliance with laws and other requirements. Settlement of RSUs shall be in Shares or cash, in the discretion of the Company. Unless
expressly determined otherwise by the Committee, prior services rendered to the Company by Participant shall constitute sufficient consideration for the payment of the purchase price for any Shares, in an amount equal to or greater than the par
value per share of any Shares delivered in settlement. 
 13. No Stockholder Rights. Unless and until such time as Shares are
issued in settlement of vested RSUs, Participant shall have no ownership interest in the Shares allocated to the RSUs and shall have no right to vote such Shares. 
 14. Dividends. Dividends, if any (whether in cash or otherwise), shall not be paid or credited to Participant on Shares subject to RSUs (other than Shares actually issued and outstanding and held by
Participant as of the record date for determining recipients of such dividend). 
 15. No Transfer. RSUs, and any interest
therein, shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of by Participant. 
 16.
Termination. If Participant is Terminated for any reason, all of Participant’s unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate. In case of any dispute
as to whether Termination has occurred, the Committee shall have complete discretion to determine whether such Termination has occurred and the effective date of such Termination. 
 17. Acknowledgement. The Company and Participant agree that the RSUs are granted under and governed by this Award Agreement and the
provisions of the Plan. Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Participant has carefully read and is familiar with their provisions, and (c) hereby accepts the RSUs
subject to all of the terms and conditions set forth in this Award Agreement and those set forth in the Plan. 
 18. Tax
Consequences. Participant acknowledges that there will be tax consequences for Participant upon settlement of the RSUs or disposition of the Shares, if any, received in connection therewith, and that Participant should consult a tax adviser
prior to such settlement or disposition. Applicable withholding taxes shall be satisfied by the Company withholding the applicable number of Shares or cash otherwise deliverable upon settlement of the RSU in accordance with rules and procedures
established by the Committee. There is no tax event upon granting of an RSU. Upon vesting of the RSU, Participant will include in income the fair market value of the Shares subject to the RSU. The included amount will be treated as ordinary income
by Participant and will be subject to withholding by the Company. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as capital gain or loss. 
 19. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and
Participant with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. 

20. Successors and Assigns. The Company may assign any of its rights under this Award Agreement. This Award Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Award Agreement will be binding upon Participant and Participant’s heirs, executors,
administrators, legal representatives, successors and assigns. 







 21. Governing Law; Severability. The Plan is incorporated herein by reference. The Plan and
this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. This Award
Agreement is governed by Washington law except for that body of law pertaining to conflict of laws. If any provision of this Award Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the
maximum extent possible and the other provisions will remain fully effective and enforceable. 
 22. No Guarantee of Employment.
Unless otherwise provided in another agreement, Participant’s relationship with the Company or a Subsidiary (whether as an employee, director, consultant, independent contractor or adviser) is for an unspecified duration, can be terminated
at any time with or without cause (i.e., is “at-will”), and nothing in this Award Agreement or the Plan changes the at-will nature of that relationship. Participant acknowledges that the vesting of the RSUs pursuant to this Award Agreement
is earned only by continuing in service to the Company or a Subsidiary (whether as an employee, director, consultant, independent contractor or adviser). Participant further acknowledges and agrees that this Award Agreement, the transactions
contemplated hereunder, and the vesting schedule set forth in this Award Agreement do not constitute an express or implied promise of continued engagement in any capacity for the vesting period, for any period, or at all, and shall not interfere
with Participant’s right or the Company’s and/or Subsidiary’s right to terminate service at any time, with or without cause. By Participant’s signature, and the signature of the Company’s representative, on this Award
Agreement, Participant and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions relating to the Plan or this Award Agreement. Participant also agrees to notify the Company upon any change in Participant’s residence address. 
 23. Vesting Schedule. Until the Participant’s Termination Date, the RSUs will vest at the following rate: 25% of the total number of
RSUs subject to the award shall vest on each of the first four anniversaries of the Date of Grant. No further vesting shall occur after the Participant’s Termination Date. Notwithstanding the foregoing vesting schedule, the RSUs that are
subject to this Award Agreement shall become immediately vested in full if any of the following events (collectively, the “Trigger Events”) occur on or at any time during the 12 months after a Change of Control without the
prior written approval of Participant: (a) Participant’s service as an employee or director Terminated without Cause; (b) Participant experiences a material adverse change in position, title, responsibilities, or status;
(c) Participant is assigned duties which are materially inconsistent with Participant’s position, title, responsibilities, or status; or (d) Participant’s base salary is reduced from what was in effect immediately prior to the
Change of Control. For purposes of this Award Agreement, the following terms shall have the following meanings: 
 “Change of Control”
means and shall be deemed to exist if any of the following events occur: 
  

	(i)	the occurrence of a change of “control” of the Company (as such quoted term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended from
time to time (the “Act”)) or any change in the “ownership or effective control” or in the “ownership of a substantial portion of the assets” of the Company (as such quoted phrases are used in
Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)); or 

  

	(ii)	any “person” (as such quoted term is used in Sections 3(a)(9), 13(d), and/or 14(d)(2) of the Act) other than the Company, any entity controlled by the Company, or any
employee benefit plan (or trust) sponsored or maintained by the Company, becomes the “beneficial owner” (as such quoted term is used in Rule 13d-3 promulgated under the Act), directly or indirectly, of 30% or more of either: (A) the
Company’s then-outstanding shares of voting common stock (“Outstanding Company Common Stock”), or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (“Outstanding Company Voting Securities”); or 









	(iii)	the following persons (collectively, the “Incumbent Board”) cease for any reason to constitute a majority of the Board: (A) individuals who, as of the
date hereof, constitute the Board , and (B) individuals who become members of the Board after the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Board, but excluding, for this purpose, any director designated by a person who has entered into an agreement with the Company to effect a transaction described in this definition of Change of Control or whose initial
election or appointment to the Board occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the directors then comprising the incumbent Board; or 

  

	(iv)	the approval by the Company’s shareholders of any merger, consolidation, or other business combination involving the Company, other than a merger, consolidation, or other
business combination with respect to which, immediately following such business combination: (A) all or substantially all of the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities
outstanding immediately prior thereto, are the beneficial owners of at least 70% of, respectively, the shares of voting common stock of the surviving entity, and the combined voting power of the voting securities of the surviving entity entitled to
vote generally in the election of directors, outstanding immediately after such business combination in substantially the same proportion as their ownership in the Company immediately prior to such business combination, (B) no
“person” (as such quoted term is used in Sections 3(a)(9), 13(d), and/or 14(d)(2) of the Act) other than the Company, any entity controlled by the Company, or any employee benefit plan (or trust) sponsored or maintained by the Company or
the surviving entity, is the “beneficial owner” (as such quoted term is used in Rule 13d-3 promulgated under the Act), directly or indirectly, of 30% or more of either the then-outstanding shares of voting common stock of the surviving
entity or the combined voting power of the then-outstanding voting securities of the surviving entity entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of the surviving
entity were members of the Incumbent Board at the time of the execution of the initial agreement providing for such business combination; or 

  

	(v)	the approval by the Company’s shareholders of any sale, exchange, or other disposition (in one transaction or a series of related transactions) of all or substantially all of
the assets of the Company, other than to a corporation with respect to which, immediately following such disposition: (A) all or substantially all of the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities outstanding immediately prior thereto, are the beneficial owners of at least 70% of, respectively, the shares of voting common stock of such corporation, and the combined voting power of the voting securities of such
corporation entitled to vote generally in the election of directors, outstanding immediately after such disposition in substantially the same proportion as their ownership in the Company immediately prior to such disposition, (B) no
“person” (as such quoted term is used in Sections 3(a)(9), 13(d), and/or 14(d)(2) of the Act) other than the Company, any entity controlled by the Company, or any employee benefit plan (or trust) sponsored or maintained by the Company or
such corporation, is the “beneficial owner” (as such quoted term is used in Rule 13d-3 promulgated under the Act), directly or indirectly, of 30% or more of either the then-outstanding shares of voting common stock of such corporation or
the combined voting power of the then-outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the initial agreement providing for such disposition; or 

  

	(vi)	the approval by the shareholders of Company of any plan or proposal for liquidation or dissolution of Company. 

 Notwithstanding anything to the contrary, if a Change of Control occurs and if any of the Trigger Events occur prior to the date on which the Change of Control occurs,
then a “Change of Control” shall be deemed to have occurred on the date immediately prior to the date of any such Trigger Event, so long as Participant can reasonably demonstrate 








 
that such Trigger Event: (A) was effected at the request of any person or entity that had taken steps reasonably calculated to effect a Change of
Control, or (B) otherwise arose in connection with or anticipation of a Change of Control. 
 “Cause” means: (i) willfully
engaging in gross misconduct that is materially and demonstrably injurious to the Company; (ii) willful act or acts of dishonesty undertaken by Participant and intended to result in substantial gain or personal enrichment to Participant at the
expense of the Company; and/or (iii) willful and continued failure to substantially perform Participant’s duties with the Company (other than incapacity due to physical or mental illness), provided that the action or conduct described in
clause (iii) above will constitute “Cause” only if such failure continues after the Board has provided Participant with a written demand for substantial performance setting forth in detail the specific respects in which it believes
Participant has willfully and not substantially performed his duties thereof and a reasonable opportunity (to be not less than 30 days) to cure the same. For the above purposes, a termination by the Company without Cause includes without limitation
a termination of employment by Participant within 60 days after any of the following events: (A) the assignment of any duties to Participant which are materially inconsistent with, or reflecting a materially adverse change in,
Participant’s position, duties, responsibilities or status, or the removal of Participant from any of such positions; or (B) the mandatory relocation of Participant’s principal place of business in excess of 35 miles from the
Company’s current executive offices located in Redmond, Washington.