BRIDGELINE SOFTWARE, INC.
AMENDED AND RESTATED STOCK INCENTIVE PLAN
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS.
The name of the plan is the Bridgeline Software, Inc. Amended and Restated Stock Incentive Plan (the "Plan").
The Plan amends and restates in its entirety the 2000 Stock Option Plan of Bridgeline Software, Inc. (the
"Company"). Any Options or Awards outstanding prior to the date of this amendment and restatement shall be
affected by this amendment and restatement only to the extent specifically provided by the Board of Directors of
the Company and upon execution of an amendment to such Option. The purpose of the Plan is to encourage and
enable officers and employees of, and other persons providing services to, the Company and its Affiliates to
acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in
the Company's welfare will assure a closer identification of their interests with those of the Company and its
shareholders, thereby stimulating their efforts on the Company's behalf and strengthening their desire to remain
with the Company.
The following terms shall be defined as set forth below:
"AFFILIATE" means a parent corporation, if any, and each subsidiary corporation of the Company, as those
terms are defined in Section 424 of the Code.
"AWARD" or "AWARDS", except where referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock Awards, Unrestricted Stock Awards,
Performance Share Awards and Stock Appreciation Rights. Awards shall be evidenced by a written agreement
(which may be in electronic form and may be electronically acknowledged and accepted by the recipient)
containing such terms and conditions not inconsistent with the provisions of this Plan as the Committee shall
"BOARD" means the Board of Directors of the Company.
"CAUSE" shall mean, with respect to any Award holder, a determinat