Cash Incentive Plan – Concur Technologies Inc.

CONCUR TECHNOLOGIES, INC.

2010 CASH INCENTIVE PLAN

1. Purposes. The Concur Technologies, Inc. (“Concur”) 2010
Cash Incentive Plan (“Plan”) is a component of Concur153s overall
strategy to pay its employees for performance. The purposes of this Plan are to
motivate employees by tying their compensation to performance, reward
exceptional performance that supports overall Concur objectives, and attract and
retain top performing employees.

2. Definitions.

“Award” means any award made under, or pursuant to any program
established under, this Plan that is paid, or the value of which is denominated,
in cash.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of Concur153s Board of
Directors, or such other committee designated by that Board of Directors, which
is authorized to administer the Plan under Section 3 hereof. The Committee shall
be comprised solely of directors who are “outside directors” under Code Section
162(m).

“Participant” means a person who receives an Award under the Plan.

“Plan” means this Plan, as amended and restated from time to time,
which shall be known as the 2010 Cash Incentive Plan.

“Concur” means Concur Technologies, Inc. and any corporation or
other business entity of which Concur directly or indirectly has an ownership
interest of 50% or more, or has a right to elect or appoint 50% or more of the
board of directors or other governing body.

“Senior Executive” means a Concur employee who holds an executive
officer position and is subject to Section 16 of the Securities Exchange Act of
1934, and such other employees as the Committee may designate.

3. Administration.

A. The Plan shall be administered by the Committee. The Committee shall have
the authority to:

(i) interpret and determine all questions of policy and expediency pertaining
to the Plan;

(ii) adopt such rules, regulations, agreements and instruments as it deems
necessary for its proper administration;

(iii) select persons to receive Awards; provided that subject to applicable
law, the Committee may delegate to the Chief Executive Officer the authority to
grant an Award under the Plan to Participants who are not Senior Executives.

(iv) determine the terms of Awards, including whether any Awards may
participate in any deferral program that may be adopted by Concur at any time;

(v) determine cash amounts subject to Awards (within the limits prescribed in
the Plan); provided that subject to applicable law, the Committee may delegate
to the Chief Executive Officer the authority to determine cash amounts subject
to Awards (within the limits prescribed in the Plan) to Participants who are not
Senior Executives;

(vi) determine whether Awards will be granted in replacement of or as
alternatives to any other incentive or compensation plan of Concur or an
acquired business unit;

(vii) grant waivers of Plan or Award conditions (but with respect to Awards
intended to qualify under Code Section 162(m), only as permitted under that
Section);

(viii) accelerate the payment of Awards (but with respect to Awards intended
to qualify under Code Section 162(m), only as permitted under that Section);

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

(x) take any and all other actions it deems necessary or advisable for the
proper administration of the Plan;

(xi) adopt such Plan procedures, regulations, sub-plans and the like as it
deems are necessary to enable Participants to receive Awards; and

(xii) amend the Plan at any time and from time to time, provided however
that no amendment to the Plan shall be effective unless approved by
Concur153s stockholders, to the extent such stockholder approval is required under
Code Section 162(m) with respect to Awards which are intended to qualify under
that Section.

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Notwithstanding anything else to the contrary in this Section 3 or elsewhere
in this Plan, with respect to any Award subject to a deferral intended to comply
with Code Section 409A, the Committee shall not waive conditions applicable to,
accelerate payment of or otherwise amend outstanding Awards unless such waiver,
acceleration or amendment complies with the requirements of Code Section 409A so
as to avoid any amount subject to the Award becoming subject to Code Section
409A(a)(1).

B. The Committee may delegate its authority to administer Awards to a
separate committee or to one or more individuals who are not a member of the
Committee; however, only the Committee may grant Awards which are intended to
qualify as “performance-based compensation” under Code Section 162(m) and only
the Committee may administer Awards if such administrative function has Code
Section 162(m) implications.

4. Eligibility. All employees, officers, directors, consultants,
independent contractors and advisors of Concur may become Participants in the
Plan. The Committee (or its designee under Section 3(A)(iii)) will from time to
time determine in its sole discretion and designate the eligible persons who
will be granted Awards under the Plan. The grant of Awards by the Committee is
voluntary and occasional. A person may be granted more than one Award under the
Plan.

5. Performance Goals.

A. The Committee shall establish performance goals applicable to a particular
fiscal year (or a performance period of some other duration) prior to the start
of such year or period, provided however that such goals may be
established after the start of the fiscal year (or performance period) but while
the outcome of the performance goal is substantially uncertain in such manner
and at such time as is a permitted method of establishing performance goals
under Code Section 162(m).

B. For purposes of this Plan, a permitted performance goal shall mean any one
or more of the following performance criteria, either individually,
alternatively or in any combination, applied to either Concur as a whole or to a
business unit, affiliate or business segment, either individually, alternatively
or in any combination, and measured either annually or cumulatively over a
period of years (or a period shorter than a year, if required in the context of
the award), on an absolute basis or relative to a pre-established target, to
previous years153 results or to a designated comparison group, in each case as
specified by the Committee in the Award:

(i)

Net revenue and/or net revenue growth;

(ii)

Earnings before interest, taxes, depreciation and amortization, including earnings before interest, taxes, depreciation and amortization as adjusted by Concur in publicly reported statements;

(iii)

Operating income, including operating income as adjusted by Concur in publicly reported statements;

(iv)

Net income, including net income as adjusted by Concur in publicly reported statements;

(v)

Earnings per share, including net income as adjusted by Concur in publicly reported statements;

(vi)

Total stockholder return;

(vii)

Return on equity;

(viii)

Market share;

(ix)

Return on investment;

(x)

Cash flow, including cash flow from operations;

(xi)

Employee productivity and satisfaction metrics;

(xii)

Economic value added;

(xiii)

Strategic plan development and implementation (including individual performance objectives that relate to achievement of Concur153s or any business unit153s strategic plan); and

(xiv)

Individual confidential business objectives.

The Committee may appropriately adjust any evaluation of performance under a
performance goal to exclude extraordinary or unusual events, such as the
following, that occur during a performance period, provided with respect to
Awards intended to qualify under Code Section 162(m), that such adjustment shall
only be to the extent permitted by Code Section 162(m) without making such Award
non-deductible:

(i)

asset write-downs;

(ii)

currency effects;

(iii)

litigation or claim judgments or settlements;

(iv)

the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results;

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(v)

accruals for reorganization and restructuring programs; and

(vi)

any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management153s discussion and analysis of financial condition and results of operations appearing in Concur153s annual report to stockholders for the applicable year.

C. The Committee shall determine the target level of performance that must be
achieved with respect to each criterion that is identified in a performance goal
in order for a performance goal to be treated as attained.

D. The Committee may base performance goals on one or more of the foregoing
business criteria. In the event performance goals are based on more than one
business criterion, the Committee may determine to make Awards upon attainment
of the performance goal relating to any one or more of such criteria, provided
the performance goals, when established, are stated as alternatives to one
another at the time the performance goal is established.

6. Awards.

A. Awards may be made on the basis of Concur and/or business unit performance
goals and formulas determined by the Committee in accordance with this Plan.
With respect to any Concur fiscal year, no Participant shall be granted Award(s)
of more than $10,000,000 in aggregate.

B. After the end of the fiscal year (or performance period), the Committee
will determine the extent to which performance goal(s) for each Participant are
achieved and the actual Award (if any) for each Participant based on the level
of actual performance achieved.

C. The Committee, in its discretion, may reduce or eliminate a Participant153s
Award at any time before it is paid, whether or not calculated on the basis of
pre-established performance goals or formulas.

D. In order to receive payment of or to vest in an Award under this Plan, the
Participant must be an active employee and on Concur153s payroll on either the
last day of the fiscal year (or performance period) to which such Award relates
and/or the date of payment or vesting, in each case as specified in the
documentation governing the specific Award. The Committee in its sole discretion
may make exceptions to this requirement in the case of retirement, death or
disability, or in the case of a corporate change in control, or other
termination of employment, as determined by the Committee in its sole
discretion; provided however that, with respect to Awards intended to
qualify under Code Section 162(m), the Committee may exercise its discretion in
a manner authorized by this sentence only if such exercise is permitted under
the requirements applicable to “performance-based compensation” under Code
Section 162(m).

E. Concur shall withhold all applicable federal, state, local and foreign
taxes required by law to be paid or withheld relating to the receipt or payment
of any Award.

F. Subject to further deferral by the Participant under any deferral program
that Concur may from time to time offer, Concur shall pay all amounts actually
earned under Awards on or prior to the later of the following dates: (1) the
15^th day of the third month following the end of the Participant153s
first taxable year in which the amount is no longer subject to a substantial
risk of forfeiture, or (2) the 15^th day of the third month following
the end of Concur153s first taxable year in which the amount is no longer subject
to a substantial risk of forfeiture.

7. General.

A. This Plan shall become effective as of December 15, 2010. Awards made on
or after such date but prior to shareholder approval of this Plan shall no
longer be effective and shall be void if no such shareholder approval is
obtained.

B. In the event that Concur adopts a compensation recovery policy, in
response to the Dodd-Frank Act of 2010 or otherwise, Concur reserves the right
to make compensation under this Plan subject to such policy.

C. Any rights of a Participant under the Plan shall not be assignable by such
Participant, by operation of law or otherwise, except by will or the laws of
descent and Participant may create a lien on any funds or rights to which he or
she may have an interest under the Plan, or which is held by Concur for the
account of the Participant under the Plan.

D. Participation in the Plan shall not give any Participant any right to
remain in Concur153s employ. Further, the adoption of this Plan shall not be
deemed to give any person the right to be selected as a Participant or to be
granted an Award.

E. To the extent any person acquires a right to receive payments from Concur
under this Plan, such rights shall be no greater than the rights of an unsecured
creditor of Concur.

F. The Plan shall be governed by and construed in accordance with the laws of
the State of Delaware.

G. The Board may amend or terminate the Plan (i) at any time and for any
reason subject to stockholder approval and (ii) at any time and for any reason
if and to the extent the Plan153s qualification under Code Section 162(m) would
not be adversely affected.