EXTENSITY INC
CHANGE OF CONTROL SEVERANCE BENEFIT PLAN
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>4
<FILENAME>p15927_ex10-14.txt
<DESCRIPTION>CHANGE OF CONTROL SEVERANCE BENEFIT PLAN
<TEXT>


                                 EXTENSITY, INC.

               EXECUTIVE CHANGE OF CONTROL SEVERANCE BENEFIT PLAN


Section 1. INTRODUCTION.

         This Extensity, Inc. Executive Change of Control Severance Benefit Plan
(the "Plan") was  established  effective April 11, 2002. The purpose of the Plan
is to  provide  for the  payment  of  severance  benefits  to  certain  eligible
employees of Extensity,  Inc. (the "Company")  whose employment with the Company
is terminated  pursuant to a Covered  Termination (as defined below).  This Plan
shall  supersede  any  severance  benefit  plan,  policy or practice  previously
maintained  by  the  Company.  This  Plan  document  also  is the  Summary  Plan
Description for the Plan.

Section 2. DEFINITIONS.

         For purposes of the Plan, the following terms are defined as follows:

         (a) "Base Salary" means the Eligible  Employee's  annual base salary as
in  effect  during  the last  regularly  scheduled  payroll  period  immediately
preceding the effective date of the Covered Termination.

         (b) "Board" means the Board of Directors of the Company.

         (c) "Change in Control" means the occurrence,  in a single  transaction
or in a series  of  related  transactions,  of any one or more of the  following
events:

                  (1) any person,  entity or group within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any comparable  successor  provisions,  becomes the beneficial  owner,
directly or  indirectly,  of  securities of the Company  representing  more than
fifty  percent  (50%)  of  the  combined  voting  power  of the  Company's  then
outstanding  securities  other  than by  virtue of a  merger,  consolidation  or
similar transaction;

                  (2) there is  consummated a merger,  consolidation  or similar
transaction  involving  (directly or  indirectly)  the Company and,  immediately
after the consummation of such merger, consolidation or similar transaction, the
stockholders of the Company  immediately  prior thereto do not own,  directly or
indirectly,  outstanding voting securities  representing more than fifty percent
(50%) of the combined  outstanding  voting power of the surviving entity in such
merger, consolidation or similar transaction or more than fifty percent (50%) of
the combined  outstanding  voting power of the parent of the surviving entity in
such merger, consolidation or similar transaction;

                  (3)  there is  consummated  a sale,  lease,  license  or other
disposition  of all or  substantially  all of  the  consolidated  assets  of the
Company  and its  subsidiaries,  other  than a sale,  lease,  license  or  other
disposition  of all or  substantially  all of  the  consolidated  assets  of the
Company and its subsidiaries to an entity,  more than fifty percent (50%) of the
combined  voting

                                       1.
<PAGE>


power of the voting securities of which are owned by stockholders of the Company
in  substantially  the  same  proportions  as  their  ownership  of the  Company
immediately prior to such sale, lease, license or other disposition; or

                  (4) individuals who, on the Effective Date, are members of the
board of directors of the Company (the  "Incumbent  Board") cease for any reason
to  constitute  at least a majority  of the  members of the board of  directors;
(provided,  however,  that if the  appointment  or election (or  nomination  for
election) of any new board member was approved or recommended by a majority vote
of the  members of the  Incumbent  Board  then still in office,  such new member
shall,  for purposes of this Plan,  be  considered  as a member of the Incumbent
Board).

         (d) "Company" means Extensity, Inc.

         (e)  "Constructive   Termination"  means  that  the  Eligible  Employee
voluntarily  terminates  employment  with the  Company not more than thirty (30)
days after:

                  (i) the  assignment to the Eligible  Employee of any duties or
responsibilities  that  results  in a  significant  diminution  in the  Eligible
Employee's function as in effect on the Effective Date; provided,  however, that
a change in the Eligible  Employee's title or reporting  relationships by itself
shall not constitute a Constructive Termination;

                  (ii) any  reduction by the Company in the Eligible  Employee's
Base Salary; provided,  however, that a reduction by the Company of the Eligible
Employee's  Base  Salary  by up to five  percent  (5%)  shall not  constitute  a
Constructive  Termination  if  such  reduction  is made  in  connection  with an
across-the-board reduction by the Company of all Eligible Employees' annual base
salaries by a percentage at least equal to the  percentage by which the Eligible
Employee's Base Salary is reduced;

                  (iii) a relocation of the Eligible  Employee's business office
to a location  more than  thirty-five  (35) miles from the  Eligible  Employee's
business  office  on the  Effective  Date,  except  for  required  travel by the
Eligible  Employee  on  the  Company's  business  to  an  extent   substantially
consistent with the Eligible Employee's business travel obligations prior to the
Effective Date; provided, however, that no relocation of the Eligible Employee's
business office shall constitute a Constructive Termination for purposes of this
Plan if the  Eligible  Employee  provides  services to the Company from a remote
location (e.g., through telecommuting) at the time of the relocation;

                  (iv) a material breach by the Company of any provision of this
Plan; or

                  (v) any  failure by the  Company to obtain the  assumption  of
this Plan by any successor or assign of the Company.

         (f)  "Continuation  Period"  means the period  during which an Eligible
Employee is entitled to receive the salary  continuation  benefits  described in
Section 4(a). The maximum  Continuation  Period for Eligible  Employees shall be
twelve (12) months.

                                       2.
<PAGE>


         (g) "Covered  Termination"  means an  Involuntary  Termination  Without
Cause or a  Constructive  Termination,  notice of either of which is given on or
after the Effective Date.

         (h)  "Effective  Date" means April 11, 2002,  the effective date of the
Plan.

         (i) "Eligible  Employee" means any full-time,  regular hire employee of
the Company  who holds the title of Senior  Vice  President  or  Executive  Vice
President or is an Officer of the Company and whose  employment with the Company
terminates  due to a  Covered  Termination  within  one (1)  month  prior  to or
thirteen (13) months following the effective date of a Change in Control.

         (j)  "Involuntary   Termination   Without  Cause"  means  the  Eligible
Employee's  dismissal  or  discharge  for a reason  other than  Cause.  For this
purpose, "Cause" means that, in the reasonable determination of the Company, the
Eligible Employee has

                  (i) been  convicted of or pleaded  guilty or no contest to any
felony or any crime  involving  dishonesty  that is  likely  to  inflict  or has
inflicted demonstrable and material injury on the business of the Company;

                  (ii) participated in any fraud against the Company;

                  (iii) willfully and materially breached a Company policy;

                  (iv) intentionally damaged any property of the Company thereby
causing demonstrable and material injury to the business of the Company;

                  (v) willfully and materially  breached the Eligible Employee's
Proprietary Information and Inventions Agreement with the Company;

                  (vi) engaged in conduct that, in the reasonable  determination
of the Company, demonstrates gross unfitness to serve; or

                  (vii)   demonstrated   a  continued   pattern  of  substantial
nonperformance of his or her duties.

         Notwithstanding  the foregoing,  Cause shall not exist based on conduct
described in clause (iii),  (vi) or (vii) above unless the conduct  described in
such clause has not been cured within  fifteen (15) days  following the Eligible
Employee's receipt of written notice from the Company specifying the particulars
of the conduct constituting Cause.

         (k)  "Officer"  means a person who is an officer of the Company  within
the  meaning  of Section 16 of the  Exchange  Act and the rules and  regulations
promulgated thereunder.

         (l) "Year of  Service"  means any  twelve  (12)  consecutive  months of
service with the Company.

                                       3.
<PAGE>


Section 3. ELIGIBILITY FOR BENEFITS.

         (a)  General  Rules.  Subject  to the  requirements  set  forth in this
section, the Company shall provide the severance benefits described in Section 4
to Eligible Employees.

                  (i) In order to be  eligible  to  receive  benefits  under the
Plan, an Eligible Employee whose employment is terminated  pursuant to a Covered
Termination  that is an Involuntary  Termination  Without Cause must continue to
provide services to the Company, at the Company's request,  through such date as
determined by the Company;  provided,  however, that such date shall not be more
than  ninety  (90) days from the date the  Eligible  Employee is notified by the
Company, in writing, of his or her Involuntary Termination Without Cause.

                  (ii) In order to be  eligible  to receive  benefits  under the
Plan,  an Eligible  Employee  also must execute a general  waiver and release in
substantially  the form attached hereto as Exhibit A, Exhibit B or Exhibit C, as
appropriate,  and such release  must become  effective  in  accordance  with its
terms. The Company, in its sole discretion,  may modify the form of the required
release to comply with applicable  state law and shall determine the form of the
required release.

         (b) No Benefit  Entitlement.  An  employee,  whether or not an Eligible
Employee,  shall not receive  benefits under the Plan (or shall receive  reduced
benefits  under the Plan as noted below) in any of the following  circumstances,
as determined by the Company in its sole discretion:

                  (i) The  employee  has  executed  an  individually  negotiated
employment contract or agreement with the Company relating to severance benefits
that is in effect on his or her termination  date, in which case such employee's
severance  benefit,  if any, shall be governed by the terms of such individually
negotiated  employment  contract or agreement and shall be governed by this Plan
only to the extent that the  reduction  pursuant to Section  5(a) below does not
entirely eliminate benefits under this Plan.

                  (ii)  The  Company  involuntarily  terminates  the  employee's
employment with the Company,  and such termination does not constitute a Covered
Termination.  Involuntary  terminations  include,  but are  not  limited  to,  a
termination for Cause, as such term is defined in Section 2(j).

                  (iii) The employee voluntarily  terminates employment with the
Company,  and such termination  does not constitute a Constructive  Termination.
Voluntary terminations include, but are not limited to, resignation,  retirement
or failure to return from a leave of absence on the scheduled date.

                  (iv) The employee voluntarily  terminates  employment with the
Company in order to accept  employment  with  another  entity  that is wholly or
partly  owned  (directly  or  indirectly)  by the Company or an affiliate of the
Company.

                  (v) The  employee is offered  employment,  with the same title
and reporting  responsibilities and no diminution in duties and responsibilities
and no reduction in

                                       4.
<PAGE>


compensation or benefits,  with the Company,  an affiliate of the Company,  or a
successor to the Company.

                  (vi) The employee is rehired by the Company or an affiliate of
the Company prior to the date benefits under the Plan are scheduled to commence.

Section 4. AMOUNT OF BENEFIT.

         (a) Salary  Continuation.  Each  Eligible  Employee  shall  continue to
receive  Base  Salary for a  Continuation  Period of six (6) months plus one (1)
month of  additional  salary  continuation  for each  complete  Year of  Service
performed by the Eligible Employee in excess of two (2) Years of Service up to a
maximum  of  twelve  (12)  months.   Such  amounts  shall  be  paid  in  regular
installments  on the normal payroll dates of the Company and shall be subject to
all required tax withholding.

         (b) Continued Insurance  Benefits.  Provided that the Eligible Employee
elects continued coverage under the Consolidated  Omnibus Budget  Reconciliation
Act of 1985  ("COBRA"),  the  Company  shall pay the portion of premiums of each
Eligible  Employee's  group  medical,  dental  and  vision  coverage,  including
coverage for the Eligible Employee's eligible dependents,  that the Company paid
prior to the Covered Termination for the Continuation Period or, if shorter, for
the  duration of the COBRA  continuation  period.  Such premium  payments  shall
continue for the duration of the Continuation Period; provided, however, that no
such premium payments shall be made following the effective date of the Eligible
Employee's  coverage  by  a  medical,  dental  or  vision  insurance  plan  of a
subsequent  employer.  Each  Eligible  Employee  shall be required to notify the
Company in writing  immediately if the Eligible  Employee  becomes  covered by a
medical, dental or vision insurance plan of a subsequent employer.

         No provision of this Plan will affect the  continuation  coverage rules
under  COBRA,  except that the  Company's  payment of any  applicable  insurance
premiums  during the  Continuation  Period  will be  credited  as payment by the
Eligible  Employee  for purposes of the Eligible  Employee's  payments  required
under COBRA.  Therefore,  the period during which an Eligible Employee may elect
to continue the Company's group medical coverage at his or her own expense under
COBRA,  the length of time during which COBRA coverage will be made available to
the  Eligible  Employee,  and all other rights and  obligations  of the Eligible
Employee under COBRA (except the  obligation to pay insurance  premiums that the
Company pays during the Continuation  Period) will be applied in the same manner
that such rules would apply in the absence of this Plan.  At the  conclusion  of
the  Continuation  Period,  the Eligible  Employee shall be responsible  for the
entire  payment of premiums  required  under COBRA for the duration of the COBRA
continuation period. For purposes of this Section 4(b), applicable premiums that
will be paid by the Company during the Continuation Period shall not include any
amounts  payable  by the  Eligible  Employee  under a Section  125  health  care
reimbursement  plan, which amounts,  if any, are the sole  responsibility of the
Eligible Employee.

         (c) Stock  Options.  Each Eligible  Employee  shall receive twelve (12)
months of accelerated vesting of such Eligible Employee's unvested stock options
(the "Accelerated Vesting"). The Accelerated Vesting shall occur on the Eligible
Employee's  termination date.

                                       5.
<PAGE>


Each Eligible  Employee shall have ninety (90) days from his or her  termination
date to exercise the options subject to the Accelerated Vesting.

         (d)  Loan  Forgiveness.   If  an  Eligible  Employee  currently  has  a
promissory  note payable to the Company,  such promissory note shall be forgiven
at the conclusion of the Continuation Period.

Section 5. LIMITATIONS ON BENEFITS.

         (a) Certain Reductions and Offsets. Notwithstanding any other provision
of the Plan to the contrary,  any benefits payable to an Eligible Employee under
this Plan shall be reduced by any severance  benefits  payable by the Company to
such individual under any other policy, plan, program or arrangement, including,
without  limitation,  a contract  between the Eligible  Employee and any entity,
covering such individual.  Furthermore, to the extent that any federal, state or
local laws,  including,  without  limitation,  so-called  "plant  closing" laws,
require the Company to give  advance  notice or make a payment of any kind to an
Eligible Employee because of that Eligible  Employee's  involuntary  termination
due to a  layoff,  reduction  in  force,  plant  or  facility  closing,  sale of
business,  change of control, or any other similar event or reason, the benefits
payable  under this Plan shall  either be reduced or  eliminated.  The  benefits
provided  under  this  Plan  are  intended  to  satisfy  any and  all  statutory
obligations that may arise out of an Eligible Employee's involuntary termination
of employment for the foregoing reasons,  and the Plan Administrator (as defined
in Section 12(d)) shall so construe and implement the terms of the Plan.

         (b)  Mitigation.  Except as  otherwise  specifically  provided  herein,
Eligible  Employees  shall not be required to mitigate  damages or the amount of
any payment  provided under this Plan by seeking other  employment or otherwise,
nor shall the amount of any payment  provided  for under this Plan be reduced by
any  compensation  earned by any Eligible  Employee as a result of employment by
another employer or any retirement  benefits  received by such Eligible Employee
after the date of the Covered Termination.

         (c)  Termination of Benefits.  Benefits under this Plan shall terminate
immediately  if the Eligible  Employee,  at any time,  violates any  proprietary
information or confidentiality obligation to the Company.

         (d)  Non-Duplication  of Benefits.  No Eligible Employee is eligible to
receive benefits under this Plan more than one time.

         (e) Indebtedness of Eligible Employees. Except as otherwise provided in
Section  4(d),  if a  terminating  employee  is  indebted  to the  Company or an
affiliate of the Company at his or her  termination  date, the Company  reserves
the right to offset any severance  payments under the Plan by the amount of such
indebtedness.

         (f) Parachute Payments. If any payment or benefit the Eligible Employee
would receive in connection  with a change in ownership or effective  control of
the Company from the Company or  otherwise  ("Payment")  would (i)  constitute a
"parachute  payment" within the meaning of Section 280G of the Internal  Revenue
Code of 1986,  as  amended  (the  "Code"),  and (ii) but for this  sentence,  be
subject  to the excise tax  imposed  by  Section  4999 of the Code

                                       6.
<PAGE>


(the "Excise Tax"), then such Payment shall be equal to the Reduced Amount.  The
"Reduced  Amount"  shall be either (x) the largest  portion of the Payment  that
would result in no portion of the Payment being subject to the Excise Tax or (y)
the largest  portion,  up to and including the total, of the Payment,  whichever
amount,  after  taking into  account  all  applicable  federal,  state and local
employment taxes,  income taxes, and the Excise Tax (all computed at the highest
applicable  marginal rate),  results in the Eligible  Employee's  receipt, on an
after-tax basis, of the greater amount of the Payment  notwithstanding  that all
or some  portion of the Payment may be subject to the Excise Tax. If a reduction
in payments or benefits  constituting  "parachute payments" is necessary so that
the Payment equals the Reduced  Amount,  reduction  shall occur in the following
order  unless  the  Eligible  Employee  elects  in  writing  a  different  order
(provided,  however,  that such election shall be subject to Company approval if
made on or after the date on which the event that triggers the Payment  occurs):
reduction of cash payments; cancellation of accelerated vesting of stock awards;
reduction  of  employee  benefits.  If  acceleration  of vesting of stock  award
compensation is to be reduced,  such  acceleration of vesting shall be cancelled
in the  reverse  order of the date of grant  of the  Eligible  Employee's  stock
awards  unless the  Eligible  Employee  elects in writing a different  order for
cancellation.

         The  accounting  firm engaged by the Company for general audit purposes
as of the  day  prior  to the  effective  date of the  change  in  ownership  or
effective  control of the Company shall perform the foregoing  calculations.  If
the  accounting  firm so engaged by the  Company  is  serving as  accountant  or
auditor for the individual, entity or group effecting the change in ownership or
effective  control  of the  Company,  the  Company  shall  appoint a  nationally
recognized  accounting firm to make the determinations  required hereunder.  The
Company  shall bear all  expenses  with  respect to the  determinations  by such
accounting firm required to be made hereunder.

         The accounting firm engaged to make the determinations  hereunder shall
provide its calculations,  together with detailed supporting  documentation,  to
the Company and the Eligible  Employee  within  fifteen (15) calendar days after
the date on which the Eligible  Employee's  right to a Payment is triggered  (if
requested  at that time by the Company or the  Eligible  Employee) or such other
time as  requested by the Company or the Eligible  Employee.  If the  accounting
firm determines that no Excise Tax is payable with respect to a Payment,  either
before or after the  application  of the Reduced  Amount,  it shall  furnish the
Company and the Eligible Employee with an opinion  reasonably  acceptable to the
Eligible  Employee  that no Excise  Tax will be  imposed  with  respect  to such
Payment.  Any good faith  determinations  of the accounting  firm made hereunder
shall be  final,  binding  and  conclusive  upon the  Company  and the  Eligible
Employee.

Section 6. RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.

         (a)  Exclusive  Discretion.  The  Plan  Administrator  shall  have  the
exclusive discretion and authority to establish rules, forms, and procedures for
the  administration  of the Plan and to construe and  interpret  the Plan and to
decide any and all questions of fact, interpretation, definition, computation or
administration  arising in connection with the operation of the Plan, including,
but not limited to, the  eligibility  to  participate  in the Plan and amount of
benefits paid under the Plan. The rules, interpretations, computations and other
actions  of the  Plan  Administrator  shall be  binding  and  conclusive  on all
persons.

                                       7.
<PAGE>


         (b) Amendment or Termination.  The Company  reserves the right to amend
or terminate this Plan or the benefits provided hereunder at any time; provided,
however,  that no such  amendment or  termination  shall affect the right to any
unpaid  benefit of any Eligible  Employee  whose  termination  date has occurred
prior  to  amendment  or  termination  of  the  Plan.  Any  action  amending  or
terminating  the Plan shall be in writing and  executed  by the  chairman of the
Compensation Committee of the Board of Directors of the Company.

Section 7. TERMINATION OF CERTAIN EMPLOYEE BENEFITS.

         All non-health benefits (such as life insurance,  disability and 401(k)
plan coverage) shall terminate as of the employee's  termination date (except to
the extent that a conversion privilege may be available thereunder).

Section 8. NO IMPLIED EMPLOYMENT CONTRACT.

         The Plan shall not be deemed (i) to give any  employee or other  person
any right to be retained in the employ of the Company or (ii) to interfere  with
the right of the Company to  discharge  any employee or other person at any time
and for any reason, which right is hereby reserved.

Section 9. LEGAL CONSTRUCTION.

         This Plan is  intended  to be  governed  by and shall be  construed  in
accordance  with the Employee  Retirement  Income Security Act of 1974 ("ERISA")
and, to the extent not preempted by ERISA, the laws of the State of California.

Section 10. CLAIMS, INQUIRIES AND APPEALS.

         (a)  Applications  for  Benefits and  Inquiries.  Any  application  for
benefits,  inquiries  about the Plan or inquiries about present or future rights
under the Plan must be  submitted  to the Plan  Administrator  in  writing by an
applicant (or his or her authorized representative). The Plan Administrator is:

                             Chief Financial Officer
                                 Extensity, Inc.
                          2200 Powell Street, Suite 300
                              Emeryville, CA 94608

         (b) Denial of Claims. In the event that any application for benefits is
denied in whole or in part,  the Plan  Administrator  must provide the applicant
with written or electronic  notice of the denial of the application,  and of the
applicant's  right to review the denial.  Any electronic notice will comply with
the  regulations of the U.S.  Department of Labor.  The written notice of denial
will be set forth in a manner designed to be understood by the employee and will
include the following:

                  (1) the specific reason or reasons for the denial;

                                       8.
<PAGE>


                  (2) references to the specific Plan  provisions upon which the
denial is based;

                  (3) a description  of any  additional  information or material
that the Plan  Administrator  needs to complete the review and an explanation of
why such information or material is necessary; and

                  (4) an  explanation  of the Plan's review  procedures  and the
time  limits  applicable  to  such  procedures,  including  a  statement  of the
applicant's  right  to  bring a civil  action  under  section  502(a)  of  ERISA
following a denial on review of the claim, as described in Section 10(d) below.

         This written  notice will be given to the applicant  within ninety (90)
days after the Plan  Administrator  receives  the  application,  unless  special
circumstances   require  an  extension  of  time,   in  which  case,   the  Plan
Administrator  has up to an  additional  ninety  (90)  days for  processing  the
application.  If an extension of time for processing is required, written notice
of the  extension  will be  furnished  to the  applicant  before  the end of the
initial ninety (90) day period.

         This  notice of  extension  will  describe  the  special  circumstances
necessitating  the additional time and the date by which the Plan  Administrator
is to render its decision on the application. If written notice of denial of the
application  for  benefits  is not  furnished  within the  specified  time,  the
application  shall be deemed to be denied.  The applicant will then be permitted
to appeal the denial in accordance with the Review Procedure described below.

         (c)  Request  for a Review.  Any  person (or that  person's  authorized
representative)  for whom an  application  for  benefits  is denied  (or  deemed
denied),  in whole or in part, may appeal the denial by submitting a request for
a review to the Plan Administrator  within sixty (60) days after the application
is denied (or deemed  denied).  A request  for a review  shall be in writing and
shall be addressed to:

                             Chief Financial Officer
                                 Extensity, Inc.
                          2200 Powell Street, Suite 300
                              Emeryville, CA 94608

         A request  for review  must set forth all of the grounds on which it is
based,  all facts in  support  of the  request  and any other  matters  that the
applicant  feels are  pertinent.  The applicant  (or his or her  representative)
shall have the opportunity to submit (or the Plan  Administrator may require the
applicant to submit) written comments, documents, records, and other information
relating to his or her claim. The applicant (or his or her representative) shall
be provided,  upon request and free of charge,  reasonable access to, and copies
of, all documents,  records and other information  relevant to his or her claim.
The review shall take into account all  comments,  documents,  records and other
information  submitted by the applicant (or his or her representative)  relating
to the claim,  without  regard to whether  such  information  was  submitted  or
considered in the initial benefit determination.

                                       9.
<PAGE>


         (d) Decision on Review. The Plan Administrator will act on each request
for review within sixty (60) days after receipt of the request,  unless  special
circumstances  require an extension of time (not to exceed an  additional  sixty
(60) days), for processing the request for a review.  If an extension for review
is required,  written notice of the extension will be furnished to the applicant
within the initial sixty (60) day period. This notice of extension will describe
the special  circumstances  necessitating  the  additional  time and the date by
which the Plan  Administrator is to render its decision on the review.  The Plan
Administrator will give prompt,  written or electronic notice of its decision to
the  applicant.  Any electronic  notice will comply with the  regulations of the
U.S. Department of Labor. In the event that the Plan Administrator  confirms the
denial of the  application for benefits in whole or in part, the notice will set
forth, in a manner calculated to be understood by the applicant, the following:

                  (1) the specific reason or reasons for the denial;

                  (2) references to the specific Plan  provisions upon which the
denial is based;

                  (3) a  statement  that the  applicant  is entitled to receive,
upon  request  and free of  charge,  reasonable  access  to,  and copies of, all
documents, records and other information relevant to his or her claim; and

                  (4) a  statement  of the  applicant's  right  to bring a civil
action under section 502(a) of ERISA.

         If written notice of the Plan Administrator's  decision is not given to
the applicant within the time prescribed in this Subsection (d), the application
will  be  deemed  denied  on  review.

         (e) Rules and Procedures.  The Plan  Administrator will establish rules
and  procedures,  consistent  with the Plan and with  ERISA,  as  necessary  and
appropriate in carrying out its  responsibilities  in reviewing  benefit claims.
The Plan  Administrator may require an applicant who wishes to submit additional
information  in connection  with an appeal from the denial (or deemed denial) of
benefits to do so at the applicant's own expense.

         (f) Exhaustion of Remedies. No legal action for benefits under the Plan
may be brought  until the claimant (i) has submitted a written  application  for
benefits in  accordance  with the  procedures  described by Section 10(a) above,
(ii) has been notified by the Plan  Administrator that the application is denied
(or the application is deemed denied due to the Plan Administrator's  failure to
act on it within the established time period), (iii) has filed a written request
for a  review  of the  application  in  accordance  with  the  appeal  procedure
described in Section 10(c) above, and (iv) has been notified in writing that the
Plan  Administrator  has denied the appeal (or the appeal is deemed to be denied
due to the Plan  Administrator's  failure to take any action on the claim within
the time prescribed by Section 10(d) above).

Section 11. BASIS OF PAYMENTS TO AND FROM PLAN.

         All  benefits  under the Plan  shall be paid by the  Company.  The Plan
shall be unfunded,  and benefits  hereunder  shall be paid only from the general
assets of the Company.

                                      10.
<PAGE>


Section 12. OTHER PLAN INFORMATION.

         (a)   Employer   and  Plan   Identification   Numbers.   The   Employer
Identification  Number  assigned to the Company  (which is the "Plan Sponsor" as
that term is used in ERISA) by the Internal  Revenue Service is 68-0368868.  The
Plan  Number  assigned  to  the  Plan  by  the  Plan  Sponsor  pursuant  to  the
instructions of the Internal Revenue Service is ___.

         (b) Ending  Date for  Plan's  Fiscal  Year.  The date of the end of the
fiscal year for the purpose of maintaining the Plan's records is December 31.

         (c) Agent for the Service of Legal  Process.  The agent for the service
of legal  process  with  respect to the Plan is  Extensity,  Inc.,  2200  Powell
Street, Suite 300, Emeryville, CA 94608.

         (d) Plan Sponsor and  Administrator.  The "Plan  Sponsor" and the "Plan
Administrator"  of the Plan is Extensity,  Inc., 2200 Powell Street,  Suite 300,
Emeryville,  CA 94608.  The Plan  Sponsor's and Plan  Administrator's  telephone
number is (510) 594-5700.  The Plan Administrator is the named fiduciary charged
with the responsibility for administering the Plan.

Section 13. STATEMENT OF ERISA RIGHTS.

         Participants in this Plan (which is a welfare benefit plan sponsored by
Extensity,  Inc.) are entitled to certain rights and protections under ERISA. If
you are an Eligible Employee,  you are considered a participant in the Plan and,
under ERISA, you are entitled to:

         (a) Examine,  without charge, at the Plan Administrator's office and at
other specified locations,  such as work sites, all Plan documents and copies of
all  documents  filed by the Plan with the U.S.  Department  of  Labor,  such as
detailed annual reports;

         (b)  Obtain  copies of all Plan  documents  and Plan  information  upon
written  request  to  the  Plan  Administrator.  The  Administrator  may  make a
reasonable charge for the copies; and

         (c) Receive a summary of the Plan's  annual  financial  report,  in the
case of a plan that is required to file an annual financial report with the U.S.
Department  of Labor.  (Generally,  all pension plans and welfare plans with one
hundred (100) or more participants must file these annual reports.)

         In addition to creating  rights for Plan  participants,  ERISA  imposes
duties upon the people  responsible  for the  operation of the employee  benefit
plan. The people who operate the Plan, called  "fiduciaries" of the Plan, have a
duty to do so prudently  and in the interest of you and other Plan  participants
and beneficiaries.

         No one,  including  your employer or any other person,  may fire you or
otherwise  discriminate  against you in any way to prevent you from  obtaining a
Plan benefit or  exercising  your rights  under ERISA.  If your claim for a Plan
benefit is denied in whole or in part, you must

                                      11.
<PAGE>


receive a written  explanation of the reason for the denial.  You have the right
to have the Plan reviewed and reconsider your claim.

         Under ERISA,  there are steps you can take to enforce the above rights.
For  instance,  if you request  materials  from the Plan and do not receive them
within thirty (30) days, you may file suit in a federal  court.  In such a case,
the court may require the Plan  Administrator  to provide the  materials and pay
you up to $110 a day until you receive the materials,  unless the materials were
not sent because of reasons beyond the control of the Plan Administrator. If you
have a claim for benefits  that is denied or ignored,  in whole or in part,  you
may file suit in a state or federal  court.  If it should  happen  that the Plan
fiduciaries  misuse the Plan's money,  or if you are  discriminated  against for
asserting  your rights,  you may seek  assistance  from the U.S.  Department  of
Labor, or you may file suit in a federal court. The court will decide who should
pay court costs and legal fees. If you are  successful,  the court may order the
person  you have sued to pay these  costs and fees.  If you lose,  the court may
order you to pay these costs and fees,  for  example,  if it finds your claim is
frivolous.

         If you have any questions  about the Plan,  you should contact the Plan
Administrator.  If you have any  questions  about this  statement  or about your
rights under  ERISA,  you should  contact the nearest  office of the Pension and
Welfare  Benefits  Administration,  U.S.  Department  of  Labor,  listed in your
telephone  directory  or the  Division of Technical  Assistance  and  Inquiries,
Pension and Welfare  Benefits  Administration,  U.S.  Department  of Labor,  200
Constitution Avenue N.W., Washington, D.C. 20210.

Section 14. EXECUTION.

         To record the adoption of the Plan as set forth herein, effective as of
April 11,  2002,  Extensity,  Inc.  has  caused its duly  authorized  officer to
execute the same this 11th day of April 2002.


                                       EXTENSITY, INC.


                                       By: /s/ Robert A. Spinner
                                           --------------------------
                                       Title: Chief Executive Officer

                                      12.
<PAGE>


                                    EXHIBIT A

                                     RELEASE
           (Individual Termination, Eligible Employee age 40 or older)


         I  understand  and  agree  completely  to the  terms  set  forth in the
Extensity, Inc. Executive Change of Control Severance Benefit Plan (the "Plan").
Certain capitalized terms used in this Release are defined in the Plan.

         I  hereby  confirm  my  obligations  under  the  Company's  Proprietary
Information and Inventions Agreement.

         I  acknowledge  that I have  read and  understand  Section  1542 of the
California Civil Code which reads as follows: "A general release does not extend
to claims which the  creditor  does not know or suspect to exist in his favor at
the time of executing  the release,  which if known by him must have  materially
affected  his  settlement  with  the  debtor."  I  hereby  expressly  waive  and
relinquish  all  rights  and  benefits  under  that  section  and any law of any
jurisdiction  of similar  effect with  respect to my release of any claims I may
have against the Company.

         Except as otherwise set forth in this Release, I hereby release, acquit
and forever  discharge  the  Company,  its parents and  subsidiaries,  and their
officers,  directors,  agents, servants,  employees,  stockholders,  successors,
assigns and affiliates,  of and from any and all claims,  liabilities,  demands,
causes of action,  costs,  expenses,  attorneys fees,  damages,  indemnities and
obligations of every kind and nature,  in law, equity,  or otherwise,  known and
unknown,  suspected and unsuspected,  disclosed and undisclosed  (other than any
claim  for  indemnification  I may have as a result of any  third  party  action
against me based on my employment  with the  Company),  arising out of or in any
way  related  to  agreements,  events,  acts or conduct at any time prior to and
including  the date I execute this Release,  including,  but not limited to: all
such claims and  demands  directly  or  indirectly  arising out of or in any way
connected  with my  employment  with  the  Company  or the  termination  of that
employment,  including but not limited to, claims of  intentional  and negligent
infliction of emotional  distress,  any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock options,
or any other ownership interests in the Company,  vacation pay, fringe benefits,
expense reimbursements, severance pay, or any other form of compensation; claims
pursuant to any federal,  state or local law or cause of action  including,  but
not limited to, the federal  Civil Rights Act of 1964,  as amended;  the federal
Age  Discrimination in Employment Act of 1967, as amended ("ADEA");  the federal
Employee  Retirement  Income  Security  Act of 1974,  as  amended;  the  federal
Americans with  Disabilities  Act of 1990; the  California  Fair  Employment and
Housing  Act,  as  amended;   tort  law;  contract  law;   wrongful   discharge;
discrimination; fraud; defamation; emotional distress; and breach of the implied
covenant of good faith and fair dealing; provided, however, that nothing in this
paragraph  shall  be  construed  in any way to  release  the  Company  from  its
obligation to indemnify me pursuant to the Company's indemnification  obligation
pursuant to agreement or applicable law.

         I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under  ADEA.  I also  acknowledge  that the  consideration
given  under the Plan for the

                                       1.
<PAGE>


waiver and release in the preceding  paragraph hereof is in addition to anything
of value to which I was already entitled. I further acknowledge that I have been
advised  by this  writing,  as  required  by the ADEA,  that:  (A) my waiver and
release do not apply to any rights or claims that may arise on or after the date
I execute this Release;  (B) I have the right to consult with an attorney  prior
to executing  this  Release;  (C) I have  twenty-one  (21) days to consider this
Release (although I may choose to voluntarily execute this Release earlier); (D)
I have  seven (7) days  following  my  execution  of this  Release to revoke the
Release;  and (E) this Release shall not be effective  until the date upon which
the revocation  period has expired,  which shall be the eighth (8th) day after I
execute this Release.


                                        EMPLOYEE


                                        Name: __________________________________

                                        Date: __________________________________

                                       2.
<PAGE>


                                    EXHIBIT B

                                     RELEASE
       (Individual and Group Termination, Eligible Employee under age 40)


         I  understand  and  agree  completely  to the  terms  set  forth in the
Extensity, Inc. Executive Change of Control Severance Benefit Plan (the "Plan").
Certain capitalized terms used in this Release are defined in the Plan.

         I  hereby  confirm  my  obligations  under  the  Company's  Proprietary
Information and Inventions Agreement.

         I  acknowledge  that I have  read and  understand  Section  1542 of the
California Civil Code which reads as follows: "A general release does not extend
to claims which the  creditor  does not know or suspect to exist in his favor at
the time of executing  the release,  which if known by him must have  materially
affected  his  settlement  with  the  debtor."  I  hereby  expressly  waive  and
relinquish  all  rights  and  benefits  under  that  section  and any law of any
jurisdiction  of similar  effect with  respect to my release of any claims I may
have against the Company.

         Except as otherwise set forth in this Release, I hereby release, acquit
and forever  discharge  the  Company,  its parents and  subsidiaries,  and their
officers,  directors,  agents, servants,  employees,  stockholders,  successors,
assigns and affiliates,  of and from any and all claims,  liabilities,  demands,
causes of action,  costs,  expenses,  attorneys fees,  damages,  indemnities and
obligations of every kind and nature,  in law, equity,  or otherwise,  known and
unknown,  suspected and unsuspected,  disclosed and undisclosed  (other than any
claim  for  indemnification  I may have as a result of any  third  party  action
against me based on my employment  with the  Company),  arising out of or in any
way  related  to  agreements,  events,  acts or conduct at any time prior to and
including  the date I execute this Release,  including,  but not limited to: all
such claims and  demands  directly  or  indirectly  arising out of or in any way
connected  with my  employment  with  the  Company  or the  termination  of that
employment,  including,  but not limited to, claims of intentional and negligent
infliction of emotional  distress,  any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock options,
or any other ownership interests in the Company,  vacation pay, fringe benefits,
expense reimbursements, severance pay, or any other form of compensation; claims
pursuant to any federal,  state or local law or cause of action  including,  but
not limited to, the federal  Civil Rights Act of 1964,  as amended;  the federal
Age  Discrimination in Employment Act of 1967, as amended ("ADEA");  the federal
Employee  Retirement  Income  Security  Act of 1974,  as  amended;  the  federal
Americans with  Disabilities  Act of 1990; the  California  Fair  Employment and
Housing  Act,  as  amended;   tort  law;  contract  law;   wrongful   discharge;
discrimination; fraud; defamation; emotional distress; and breach of the implied
covenant of good faith and fair dealing; provided, however, that nothing in this
paragraph  shall  be  construed  in any way to  release  the  Company  from  its
obligation to indemnify me pursuant to the Company's indemnification  obligation
pursuant to agreement or applicable law.

                                       1.
<PAGE>


         I  understand  that I have  seven  (7) days to  consider  this  Release
(although I may voluntarily execute the Release earlier).


                                        EMPLOYEE


                                        Name: __________________________________

                                        Date: __________________________________

                                       2.
<PAGE>


                                    EXHIBIT C

                                     RELEASE
             (Group Termination, Eligible Employee age 40 or older)


         I  understand  and  agree  completely  to the  terms  set  forth in the
Extensity, Inc. Executive Change of Control Severance Benefit Plan (the "Plan").
Certain capitalized terms used in this Release are defined in the Plan.

         I  hereby  confirm  my  obligations  under  the  Company's  Proprietary
Information and Inventions Agreement.

         I  acknowledge  that I have  read and  understand  Section  1542 of the
California Civil Code which reads as follows: "A general release does not extend
to claims which the  creditor  does not know or suspect to exist in his favor at
the time of executing  the release,  which if known by him must have  materially
affected  his  settlement  with  the  debtor."  I  hereby  expressly  waive  and
relinquish  all  rights  and  benefits  under  that  section  and any law of any
jurisdiction  of similar  effect with  respect to my release of any claims I may
have against the Company.

         Except as otherwise set forth in this Release, I hereby release, acquit
and forever  discharge  the  Company,  its parents and  subsidiaries,  and their
officers,  directors,  agents, servants,  employees,  stockholders,  successors,
assigns and affiliates,  of and from any and all claims,  liabilities,  demands,
causes of action,  costs,  expenses,  attorneys fees,  damages,  indemnities and
obligations of every kind and nature,  in law, equity,  or otherwise,  known and
unknown,  suspected and unsuspected,  disclosed and undisclosed  (other than any
claim  for  indemnification  I may have as a result of any  third  party  action
against me based on my employment  with the  Company),  arising out of or in any
way  related  to  agreements,  events,  acts or conduct at any time prior to and
including  the date I execute this Release,  including,  but not limited to: all
such claims and  demands  directly  or  indirectly  arising out of or in any way
connected  with my  employment  with  the  Company  or the  termination  of that
employment,  including,  but not limited to, claims of intentional and negligent
infliction of emotional  distress,  any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock options,
or any other ownership interests in the Company,  vacation pay, fringe benefits,
expense reimbursements, severance pay, or any other form of compensation; claims
pursuant to any federal,  state or local law or cause of action  including,  but
not limited to, the federal  Civil Rights Act of 1964,  as amended;  the federal
Age  Discrimination in Employment Act of 1967, as amended ("ADEA");  the federal
Employee  Retirement  Income  Security  Act of 1974,  as  amended;  the  federal
Americans with  Disabilities  Act of 1990; the  California  Fair  Employment and
Housing  Act,  as  amended;   tort  law;  contract  law;   wrongful   discharge;
discrimination; fraud; defamation; emotional distress; and breach of the implied
covenant of good faith and fair dealing; provided, however, that nothing in this
paragraph  shall  be  construed  in any way to  release  the  Company  from  its
obligation to indemnify me pursuant to the Company's indemnification  obligation
pursuant to agreement or applicable law.

         I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under  ADEA.  I also  acknowledge  that the  consideration
given  under the Plan for the

                                       1.
<PAGE>


waiver and release in the preceding  paragraph hereof is in addition to anything
of value to which I was already entitled. I further acknowledge that I have been
advised  by this  writing,  as  required  by the ADEA,  that:  (A) my waiver and
release do not apply to any rights or claims that may arise on or after the date
I execute this Release;  (B) I have the right to consult with an attorney  prior
to executing  this  Release;  (C) I have  forty-five  (45) days to consider this
Release (although I may choose to voluntarily execute this Release earlier); (D)
I have  seven (7) days  following  my  execution  of this  Release to revoke the
Release;  (E) this Release shall not be effective  until the date upon which the
revocation  period has  expired,  which  shall be the  eighth  (8th) day after I
execute this Release;  and (F) I have received with this Release a detailed list
of the job titles and ages of all  employees  who were  terminated in this group
termination  and the  ages of all  employees  of the  Company  in the  same  job
classification or organizational unit who were not terminated.


                                        EMPLOYEE


                                        Name: __________________________________

                                        Date: __________________________________

                                       2.

</TEXT>
</DOCUMENT>
