{"id":38332,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-employee-stock-purchase-plan-accrue-software-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-employee-stock-purchase-plan-accrue-software-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-employee-stock-purchase-plan-accrue-software-inc.html","title":{"rendered":"1999 Employee Stock Purchase Plan &#8211; Accrue Software Inc."},"content":{"rendered":"<pre>                              ACCRUE SOFTWARE, INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n        The following constitute the provisions of the 1999 Employee Stock\nPurchase Plan of Accrue Software, Inc. Inc.\n\n        1.      PURPOSE. The purpose of the Plan is to provide employees of the\nCompany and its Designated Subsidiaries with an opportunity to purchase Common\nStock of the Company. It is the intention of the Company to have the Plan\nqualify as an 'Employee Stock Purchase Plan' under Section 423 of the Code. The\nprovisions of the Plan shall, accordingly, be construed so as to extend and\nlimit participation in a manner consistent with the requirements of that section\nof the Code.\n\n        2.      DEFINITIONS.\n\n                (a)     'BOARD' means the Board of Directors of the Company.\n\n                (b)     'CODE' means the Internal Revenue Code of 1986, as\namended.\n\n                (c)     'COMMON STOCK' means the Common Stock of the Company.\n\n                (d)     'COMPANY' means Accrue Software, Inc., a Delaware\ncorporation.\n\n                (e)     'COMPENSATION' means total cash compensation received by\nan Employee from the Company or a Designated Subsidiary. By way of illustration,\nbut not limitation, Compensation includes regular compensation such as salary,\nwages, overtime, shift differentials, bonuses, commissions and incentive\ncompensation, but excludes relocation, expense reimbursements, tuition or other\nreimbursements and income realized as a result of participation in any stock\noption, stock purchase, or similar plan of the Company or any Designated\nSubsidiary.\n\n                (f)     'CONTINUOUS STATUS AS AN EMPLOYEE' means the absence of\nany interruption or termination of service as an Employee. Continuous Status as\nan Employee shall not be considered interrupted in the case of (i) sick leave;\n(ii) military leave; (iii) any other leave of absence approved by the\nAdministrator, provided that such leave is for a period of not more than 90\ndays, unless reemployment upon the expiration of such leave is guaranteed by\ncontract or statute, or unless provided otherwise pursuant to Company policy\nadopted from time to time; or (iv) in the case of transfers between locations of\nthe Company or between the Company and its Designated Subsidiaries.\n\n                (g)     'CONTRIBUTIONS' means all amounts credited to the\naccount of a participant pursuant to the Plan.\n\n                (h)     'CORPORATE TRANSACTION' means a sale of all or\nsubstantially all of the Company's assets, or a merger, consolidation or other\ncapital reorganization of the Company with or into another corporation.\n\n\n\n\n\n                (i)     'DESIGNATED SUBSIDIARIES' means the Subsidiaries which\nhave been designated by the Board from time to time in its sole discretion as\neligible to participate in the Plan; provided however that the Board shall only\nhave the discretion to designate Subsidiaries if the issuance of options to such\nSubsidiary's Employees pursuant to the Plan would not cause the Company to incur\nadverse accounting charges.\n\n                (j)     'EMPLOYEE' means any person, including an Officer, who\nis customarily employed for at least twenty (20) hours per week and more than\nfive (5) months in a calendar year by the Company or one of its Designated\nSubsidiaries.\n\n                (k)     'EXCHANGE ACT' means the Securities Exchange Act of\n1934, as amended.\n\n                (l)     'OFFERING DATE' means the first business day of each\nOffering Period of the Plan.\n\n                (m)     'OFFERING PERIOD' means a period of twenty-four (24)\nmonths commencing on February 1 and August 1 of each year, except for the first\nOffering Period as set forth in Section 4(a).\n\n                (n)     'OFFICER' means a person who is an officer of the\nCompany within the meaning of Section 16 of the Exchange Act and the rules and\nregulations promulgated thereunder.\n\n                (o)     'PLAN' means this Employee Stock Purchase Plan.\n\n                (p)     'PURCHASE DATE' means the last day of each Purchase\nPeriod of the Plan.\n\n                (q)     'PURCHASE PERIOD' means a period of six (6) months\nwithin an Offering Period, except for the first Purchase Period as set forth in\nSection 4(b).\n\n                (r)     'PURCHASE PRICE' means with respect to a Purchase Period\nan amount equal to 85% of the Fair Market Value (as defined in Section 7(b)\nbelow) of a Share of Common Stock on the Offering Date or on the Purchase Date,\nwhichever is lower; provided, however, that in the event (i) of any increase in\nthe number of Shares available for issuance under the Plan as a result of a\nstockholder-approved amendment to the Plan, and (ii) all or a portion of such\nadditional Shares are to be issued with respect to one or more Offering Periods\nthat are underway at the time of such increase ('Additional Shares'), and (iii)\nthe Fair Market Value of a Share of Common Stock on the date of such increase\n(the 'Approval Date Fair Market Value') is higher than the Fair Market Value on\nthe Offering Date for any such Offering Period, then in such instance the\nPurchase Price with respect to Additional Shares shall be 85% of the Approval\nDate Fair Market Value or the Fair Market Value of a Share of Common Stock on\nthe Purchase Date, whichever is lower.\n\n                (s)     'SHARE' means a share of Common Stock, as adjusted in\naccordance with Section 19 of the Plan.\n\n\n\n\n                                      -2-\n\n\n                (t)     'SUBSIDIARY' means a corporation, domestic or foreign,\nof which not less than 50% of the voting shares are held by the Company or a\nSubsidiary, whether or not such corporation now exists or is hereafter organized\nor acquired by the Company or a Subsidiary.\n\n        3.      ELIGIBILITY.\n\n                (a)     Any person who is an Employee as of the Offering Date of\na given Offering Period shall be eligible to participate in such Offering Period\nunder the Plan, subject to the requirements of Section 5(a) and the limitations\nimposed by Section 423(b) of the Code; provided however that eligible Employees\nmay not participate in more than one Offering Period at a time.\n\n                (b)     Any provisions of the Plan to the contrary\nnotwithstanding, no Employee shall be granted an option under the Plan (i) if,\nimmediately after the grant, such Employee (or any other person whose stock\nwould be attributed to such Employee pursuant to Section 424(d) of the Code)\nwould own capital stock of the Company and\/or hold outstanding options to\npurchase stock possessing five percent (5%) or more of the total combined voting\npower or value of all classes of stock of the Company or of any subsidiary of\nthe Company, or (ii) if such option would permit his or her rights to purchase\nstock under all employee stock purchase plans (described in Section 423 of the\nCode) of the Company and its Subsidiaries to accrue at a rate which exceeds\nTwenty-Five Thousand Dollars ($25,000) of the Fair Market Value (as defined in\nSection 7(b) below) of such stock (determined at the time such option is\ngranted) for each calendar year in which such option is outstanding at any time.\n\n        4.      OFFERING PERIODS AND PURCHASE PERIODS.\n\n                (a)     OFFERING PERIODS. The Plan shall be implemented by a\nseries of Offering Periods of twenty-four (24) months' duration, with new\nOffering Periods commencing on or about February 1 and August 1 of each year (or\nat such other time or times as may be determined by the Board of Directors). The\nfirst Offering Period shall commence on the beginning of the effective date of\nthe Registration Statement on Form S-1 for the initial public offering of the\nCompany's Common Stock (the 'IPO Date') and continue until July 31, 2001. The\nPlan shall continue until terminated in accordance with Section 19 hereof. The\nBoard of Directors of the Company shall have the power to change the duration\nand\/or the frequency of Offering Periods with respect to future offerings\nwithout stockholder approval if such change is announced at least five (5) days\nprior to the scheduled beginning of the first Offering Period to be affected.\n\n                (b)     PURCHASE PERIODS. Each Offering Period shall consist of\nfour (4) consecutive purchase periods of six (6) months' duration. The last day\nof each Purchase Period shall be the 'Purchase Date' for such Purchase Period. A\nPurchase Period commencing on February 1 shall end on the next July 31. A\nPurchase Period commencing on August 1 shall end on the next January 31. The\nfirst Purchase Period shall commence on the IPO Date and shall end on January\n31, 2000. The Board of Directors of the Company shall have the power to change\nthe duration and\/or frequency of Purchase Periods with respect to future\npurchases without stockholder approval if such change is announced at least five\n(5) days prior to the scheduled beginning of the first Purchase Period to be\naffected.\n\n\n\n\n                                      -3-\n\n\n        5.     PARTICIPATION.\n\n                (a)     An eligible Employee may become a participant in the\nPlan by completing a subscription agreement on the form provided by the Company\nand filing it with the Company's payroll office prior to the applicable Offering\nDate, unless a later time for filing the subscription agreement is set by the\nBoard for all eligible Employees with respect to a given Offering Period. The\nsubscription agreement shall set forth the percentage of the participant's\nCompensation (subject to Section 6(a) below) to be paid as Contributions\npursuant to the Plan.\n\n                (b)     Payroll deductions shall commence on the first payroll\nfollowing the Offering Date and shall end on the last payroll paid on or prior\nto the last Purchase Period of the Offering Period to which the subscription\nagreement is applicable, unless sooner terminated by the participant as provided\nin Section 10.\n\n        6.      METHOD OF PAYMENT OF CONTRIBUTIONS.\n\n                (a)     A participant shall elect to have payroll deductions\nmade on each payday during the Offering Period in an amount not less than one\npercent (1%) and not more than twenty percent (20%) (or such greater percentage\nas the Board may establish from time to time before an Offering Date) of such\nparticipant's Compensation on each payday during the Offering Period. All\npayroll deductions made by a participant shall be credited to his or her account\nunder the Plan. A participant may not make any additional payments into such\naccount.\n\n                (b)     A participant may discontinue his or her participation\nin the Plan as provided in Section 10, or, on one occasion only during a\nPurchase Period may increase and on one occasion only during a Purchase Period\nmay decrease the rate of his or her Contributions with respect to the Offering\nPeriod by completing and filing with the Company a new subscription agreement\nauthorizing a change in the payroll deduction rate. The change in rate shall be\neffective as of the beginning of the next calendar month following the date of\nfiling of the new subscription agreement, if the agreement is filed at least ten\n(10) business days prior to such date and, if not, as of the beginning of the\nnext succeeding calendar month.\n\n                (c)     Notwithstanding the foregoing, to the extent necessary\nto comply with Section 423(b)(8) of the Code and Section 3(b) herein, a\nparticipant's payroll deductions may be decreased during any Purchase Period to\n0%. Payroll deductions shall re-commence at the rate provided in such\nparticipant's subscription agreement at the beginning of the first Purchase\nPeriod which is scheduled to end in the following calendar year, unless\nterminated by the participant as provided in Section 10.\n\n        7.      GRANT OF OPTION.\n\n                (a)     On the Offering Date of each Offering Period, each\neligible Employee participating in such Offering Period shall be granted an\noption to purchase on each Purchase Date a number of Shares of the Company's\nCommon Stock determined by dividing such Employee's Contributions accumulated\nprior to such Purchase Date and retained in the participant's account as of the\nPurchase Date by the applicable Purchase Price; provided however \n\n\n\n\n                                      -4-\n\n\nthat the maximum number of Shares an Employee may purchase during each Purchase\nPeriod shall be 2,000 Shares (subject to any adjustment pursuant to Section 19\nbelow), and provided further that such purchase shall be subject to the\nlimitations set forth in Sections 3(b) and 13.\n\n                (b)     The fair market value of the Company's Common Stock on a\ngiven date (the 'Fair Market Value') shall be determined by the Board in its\ndiscretion based on the closing sales price of the Common Stock for such date\n(or, in the event that the Common Stock is not traded on such date, on the\nimmediately preceding trading date), as reported by the National Association of\nSecurities Dealers Automated Quotation (Nasdaq) National Market or, if such\nprice is not reported, the mean of the bid and asked prices per share of the\nCommon Stock as reported by Nasdaq or, in the event the Common Stock is listed\non a stock exchange, the Fair Market Value per share shall be the closing sales\nprice on such exchange on such date (or, in the event that the Common Stock is\nnot traded on such date, on the immediately preceding trading date), as reported\nin The Wall Street Journal. For purposes of the Offering Date under the first\nOffering Period under the Plan, the Fair Market Value of a share of the Common\nStock of the Company shall be the Price to Public as set forth in the final\nprospectus filed with the Securities and Exchange Commission pursuant to Rule\n424 under the Securities Act of 1933, as amended.\n\n        8.      EXERCISE OF OPTION. Unless a participant withdraws from the Plan\nas provided in Section 10, his or her option for the purchase of Shares will be\nexercised automatically on each Purchase Date of an Offering Period, and the\nmaximum number of full Shares subject to the option will be purchased at the\napplicable Purchase Price with the accumulated Contributions in his or her\naccount. No fractional Shares shall be issued. The Shares purchased upon\nexercise of an option hereunder shall be deemed to be transferred to the\nparticipant on the Purchase Date. During his or her lifetime, a participant's\noption to purchase Shares hereunder is exercisable only by him or her.\n\n        9.      DELIVERY. As promptly as practicable after each Purchase Date of\neach Offering Period, the Company shall arrange the delivery to each\nparticipant, as appropriate, the Shares purchased upon exercise of his or her\noption. No fractional Shares shall be purchased; any payroll deductions\naccumulated in a participant's account which are not sufficient to purchase a\nfull Share shall be retained in the participant's account for the subsequent\nPurchase Period or Offering Period, subject to earlier withdrawal by the\nparticipant as provided in Section 10 below. Any other amounts left over in a\nparticipant's account after a Purchase Date shall be returned to the\nparticipant.\n\n        10.     VOLUNTARY WITHDRAWAL; TERMINATION OF EMPLOYMENT.\n\n                (a)     A participant may withdraw all but not less than all the\nContributions credited to his or her account under the Plan at any time prior to\neach Purchase Date by giving written notice to the Company. All of the\nparticipant's Contributions credited to his or her account will be paid to him\nor her promptly after receipt of his or her notice of withdrawal and his or her\noption for the current period will be automatically terminated, and no further\nContributions for the purchase of Shares will be made during the Offering\nPeriod.\n\n\n\n\n                                      -5-\n\n\n                (b)     Upon termination of the participant's Continuous Status\nas an Employee prior to the Purchase Date of an Offering Period for any reason,\nincluding retirement or death, the Contributions credited to his or her account\nwill be returned to him or her or, in the case of his or her death, to the\nperson or persons entitled thereto under Section 14, and his or her option will\nbe automatically terminated.\n\n                (c)     In the event an Employee fails to remain in Continuous\nStatus as an Employee of the Company for at least twenty (20) hours per week\nduring the Offering Period in which the employee is a participant, he or she\nwill be deemed to have elected to withdraw from the Plan and the Contributions\ncredited to his or her account will be returned to him or her and his or her\noption terminated.\n\n                (d)     A participant's withdrawal from an offering will not\nhave any effect upon his or her eligibility to participate in a succeeding\noffering or in any similar plan which may hereafter be adopted by the Company.\n\n        11.     AUTOMATIC WITHDRAWAL. If the Fair Market Value of the Shares on\nany Purchase Date of an Offering Period is less than the Fair Market Value of\nthe Shares on the Offering Date for such Offering Period, then every participant\nshall automatically (i) be withdrawn from such Offering Period at the close of\nsuch Purchase Date and after the acquisition of Shares for such Purchase Period,\nand (ii) be enrolled in the Offering Period commencing on the first business day\nsubsequent to such Purchase Period. [Participants shall automatically be\nwithdrawn as of July 31, 1999 from the Offering Period beginning on the IPO Date\nand re-enrolled in the Offering Period beginning on August 1, 1999 if the Fair\nMarket Value of the Shares on the IPO Date is greater than the Fair Market Value\nof the Shares on July 31, 1999, unless a participant notifies the Administrator\nprior to July 31, 1999 that he or she does not wish to be withdrawn and\nre-enrolled.]\n\n        12.     INTEREST. No interest shall accrue on the Contributions of a\nparticipant in the Plan.\n\n        13.     STOCK.\n\n                (a)     Subject to adjustment as provided in Section 19, the\nmaximum number of Shares which shall be made available for sale under the Plan\nshall be 500,000 Shares, plus an annual increase on the first day of each of the\nCompany's fiscal years beginning in 2000, 2001, 2002, 2003 and 2004 equal to the\nlesser of (i) 200,000 Shares, (ii) one percent (1%) of the Shares outstanding on\nthe last day of the immediately preceding fiscal year, or (iii) such lesser\nnumber of Shares as is determined by the Board. If the Board determines that, on\na given Purchase Date, the number of shares with respect to which options are to\nbe exercised may exceed (i) the number of shares of Common Stock that were\navailable for sale under the Plan on the Offering Date of the applicable\nOffering Period, or (ii) the number of shares available for sale under the Plan\non such Purchase Date, the Board may in its sole discretion provide (x) that the\nCompany shall make a pro rata allocation of the Shares of Common Stock available\nfor purchase on such Offering Date or Purchase Date, as applicable, in as\nuniform a manner as shall be practicable and as it shall determine in its sole\ndiscretion to be equitable among all participants exercising \n\n\n\n\n                                      -6-\n\n\noptions to purchase Common Stock on such Purchase Date, and continue all\nOffering Periods then in effect, or (y) that the Company shall make a pro rata\nallocation of the shares available for purchase on such Offering Date or\nPurchase Date, as applicable, in as uniform a manner as shall be practicable and\nas it shall determine in its sole discretion to be equitable among all\nparticipants exercising options to purchase Common Stock on such Purchase Date,\nand terminate any or all Offering Periods then in effect pursuant to Section 20\nbelow. The Company may make pro rata allocation of the Shares available on the\nOffering Date of any applicable Offering Period pursuant to the preceding\nsentence, notwithstanding any authorization of additional Shares for issuance\nunder the Plan by the Company's stockholders subsequent to such Offering Date.\n\n                (b)     The participant shall have no interest or voting right\nin Shares covered by his or her option until such option has been exercised.\n\n                (c)     Shares to be delivered to a participant under the Plan\nwill be registered in the name of the participant or in the name of the\nparticipant and his or her spouse.\n\n        14.     ADMINISTRATION. The Board, or a committee named by the Board,\nshall supervise and administer the Plan and shall have full power to adopt,\namend and rescind any rules deemed desirable and appropriate for the\nadministration of the Plan and not inconsistent with the Plan, to construe and\ninterpret the Plan, and to make all other determinations necessary or advisable\nfor the administration of the Plan.\n\n        15.     DESIGNATION OF BENEFICIARY.\n\n                (a)     A participant may file a written designation of a\nbeneficiary who is to receive any Shares and cash, if any, from the\nparticipant's account under the Plan in the event of such participant's death\nsubsequent to the end of a Purchase Period but prior to delivery to him or her\nof such Shares and cash. In addition, a participant may file a written\ndesignation of a beneficiary who is to receive any cash from the participant's\naccount under the Plan in the event of such participant's death prior to the\nPurchase Date of an Offering Period. If a participant is married and the\ndesignated beneficiary is not the spouse, spousal consent shall be required for\nsuch designation to be effective.\n\n                (b)     Such designation of beneficiary may be changed by the\nparticipant (and his or her spouse, if any) at any time by written notice. In\nthe event of the death of a participant and in the absence of a beneficiary\nvalidly designated under the Plan who is living at the time of such\nparticipant's death, the Company shall deliver such Shares and\/or cash to the\nexecutor or administrator of the estate of the participant, or if no such\nexecutor or administrator has been appointed (to the knowledge of the Company),\nthe Company, in its discretion, may deliver such Shares and\/or cash to the\nspouse or to any one or more dependents or relatives of the participant, or if\nno spouse, dependent or relative is known to the Company, then to such other\nperson as the Company may designate.\n\n        16.     TRANSFERABILITY. Neither Contributions credited to a\nparticipant's account nor any rights with regard to the exercise of an option or\nto receive Shares under the Plan may be assigned, transferred, pledged or\notherwise disposed of in any way (other than by will, the laws \n\n\n\n\n                                      -7-\n\n\nof descent and distribution, or as provided in Section 15) by the participant.\nAny such attempt at assignment, transfer, pledge or other disposition shall be\nwithout effect, except that the Company may treat such act as an election to\nwithdraw funds in accordance with Section 10.\n\n        17.     USE OF FUNDS. All Contributions received or held by the Company\nunder the Plan may be used by the Company for any corporate purpose, and the\nCompany shall not be obligated to segregate such Contributions.\n\n        18.     REPORTS. Individual accounts will be maintained for each\nparticipant in the Plan. Statements of account will be given to participating\nEmployees at least annually, which statements will set forth the amounts of\nContributions, the per Share Purchase Price, the number of Shares purchased and\nthe remaining cash balance, if any.\n\n        19.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE\nTRANSACTIONS.\n\n                (a)     ADJUSTMENT. Subject to any required action by the\nstockholders of the Company, the number of Shares covered by each option under\nthe Plan which has not yet been exercised and the number of Shares which have\nbeen authorized for issuance under the Plan but have not yet been placed under\noption (collectively, the 'Reserves'), as well as the maximum number of shares\nof Common Stock which may be purchased by a participant in a Purchase Period,\nthe number of shares of Common Stock set forth in Section 13(a)(i) above, and\nthe price per Share of Common Stock covered by each option under the Plan which\nhas not yet been exercised, shall be proportionately adjusted for any increase\nor decrease in the number of issued Shares resulting from a stock split, reverse\nstock split, stock dividend, combination or reclassification of the Common Stock\n(including any such change in the number of Shares of Common Stock effected in\nconnection with a change in domicile of the Company), or any other increase or\ndecrease in the number of Shares effected without receipt of consideration by\nthe Company; provided however that conversion of any convertible securities of\nthe Company shall not be deemed to have been 'effected without receipt of\nconsideration.' Such adjustment shall be made by the Board, whose determination\nin that respect shall be final, binding and conclusive. Except as expressly\nprovided herein, no issue by the Company of shares of stock of any class, or\nsecurities convertible into shares of stock of any class, shall affect, and no\nadjustment by reason thereof shall be made with respect to, the number or price\nof Shares subject to an option.\n\n                (b)     CORPORATE TRANSACTIONS. In the event of a dissolution or\nliquidation of the Company, any Purchase Period and Offering Period then in\nprogress will terminate immediately prior to the consummation of such action,\nunless otherwise provided by the Board. In the event of a Corporate Transaction,\neach option outstanding under the Plan shall be assumed or an equivalent option\nshall be substituted by the successor corporation or a parent or Subsidiary of\nsuch successor corporation. In the event that the successor corporation refuses\nto assume or substitute for outstanding options, each Purchase Period and\nOffering Period then in progress shall be shortened and a new Purchase Date\nshall be set (the 'New Purchase Date'), as of which date any Purchase Period and\nOffering Period then in progress will terminate. The New Purchase Date shall be\non or before the date of consummation of the transaction and the Board shall\nnotify each participant in writing, at least ten (10) days prior to the New\nPurchase Date, that \n\n\n\n\n                                      -8-\n\n\nthe Purchase Date for his or her option has been changed to the New Purchase\nDate and that his or her option will be exercised automatically on the New\nPurchase Date, unless prior to such date he or she has withdrawn from the\nOffering Period as provided in Section 10. For purposes of this Section 19, an\noption granted under the Plan shall be deemed to be assumed, without limitation,\nif, at the time of issuance of the stock or other consideration upon a Corporate\nTransaction, each holder of an option under the Plan would be entitled to\nreceive upon exercise of the option the same number and kind of shares of stock\nor the same amount of property, cash or securities as such holder would have\nbeen entitled to receive upon the occurrence of the transaction if the holder\nhad been, immediately prior to the transaction, the holder of the number of\nShares of Common Stock covered by the option at such time (after giving effect\nto any adjustments in the number of Shares covered by the option as provided for\nin this Section 19); provided however that if the consideration received in the\ntransaction is not solely common stock of the successor corporation or its\nparent (as defined in Section 424(e) of the Code), the Board may, with the\nconsent of the successor corporation, provide for the consideration to be\nreceived upon exercise of the option to be solely common stock of the successor\ncorporation or its parent equal in Fair Market Value to the per Share\nconsideration received by holders of Common Stock in the transaction.\n\n        The Board may, if it so determines in the exercise of its sole\ndiscretion, also make provision for adjusting the Reserves, as well as the price\nper Share of Common Stock covered by each outstanding option, in the event that\nthe Company effects one or more reorganizations, recapitalizations, rights\nofferings or other increases or reductions of Shares of its outstanding Common\nStock, and in the event of the Company's being consolidated with or merged into\nany other corporation.\n\n        20.     AMENDMENT OR TERMINATION.\n\n                (a)     The Board may at any time and for any reason terminate\nor amend the Plan. Except as provided in Section 19, no such termination of the\nPlan may affect options previously granted, provided that the Plan or an\nOffering Period may be terminated by the Board on a Purchase Date or by the\nBoard's setting a new Purchase Date with respect to an Offering Period and\nPurchase Period then in progress if the Board determines that termination of the\nPlan and\/or the Offering Period is in the best interests of the Company and the\nstockholders or if continuation of the Plan and\/or the Offering Period would\ncause the Company to incur adverse accounting charges as a result of a change\nafter the effective date of the Plan in the generally accepted accounting rules\napplicable to the Plan. Except as provided in Section 19 and in this Section 20,\nno amendment to the Plan shall make any change in any option previously granted\nwhich adversely affects the rights of any participant. In addition, to the\nextent necessary to comply with Rule 16b-3 under the Exchange Act, or under\nSection 423 of the Code (or any successor rule or provision or any applicable\nlaw or regulation), the Company shall obtain stockholder approval in such a\nmanner and to such a degree as so required.\n\n                (b)     Without stockholder consent and without regard to\nwhether any participant rights may be considered to have been adversely\naffected, the Board (or its committee) shall be entitled to change the Offering\nPeriods and Purchase Periods, limit the frequency and\/or number \n\n\n\n\n                                      -9-\n\n\nof changes in the amount withheld during an Offering Period, establish the\nexchange ratio applicable to amounts withheld in a currency other than U.S.\ndollars, permit payroll withholding in excess of the amount designated by a\nparticipant in order to adjust for delays or mistakes in the Company's\nprocessing of properly completed withholding elections, establish reasonable\nwaiting and adjustment periods and\/or accounting and crediting procedures to\nensure that amounts applied toward the purchase of Common Stock for each\nparticipant properly correspond with amounts withheld from the participant's\nCompensation, and establish such other limitations or procedures as the Board\n(or its committee) determines in its sole discretion advisable which are\nconsistent with the Plan.\n\n        21.     NOTICES. All notices or other communications by a participant to\nthe Company under or in connection with the Plan shall be deemed to have been\nduly given when received in the form specified by the Company at the location,\nor by the person, designated by the Company for the receipt thereof.\n\n        22.     CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued\nwith respect to an option unless the exercise of such option and the issuance\nand delivery of such Shares pursuant thereto shall comply with all applicable\nprovisions of law, domestic or foreign, including, without limitation, the\nSecurities Act of 1933, as amended, the Exchange Act, the rules and regulations\npromulgated thereunder, applicable state securities laws and the requirements of\nany stock exchange upon which the Shares may then be listed, and shall be\nfurther subject to the approval of counsel for the Company with respect to such\ncompliance.\n\n        As a condition to the exercise of an option, the Company may require the\nperson exercising such option to represent and warrant at the time of any such\nexercise that the Shares are being purchased only for investment and without any\npresent intention to sell or distribute such Shares if, in the opinion of\ncounsel for the Company, such a representation is required by any of the\naforementioned applicable provisions of law.\n\n        23.     TERM OF PLAN; EFFECTIVE DATE. The Plan shall become effective\nupon the IPO Date. It shall continue in effect for a term of twenty (20) years\nunless sooner terminated under Section 20.\n\n        24.     ADDITIONAL RESTRICTIONS OF RULE 16b-3. The terms and conditions\nof options granted hereunder to, and the purchase of Shares by, persons subject\nto Section 16 of the Exchange Act shall comply with the applicable provisions of\nRule 16b-3. This Plan shall be deemed to contain, and such options shall\ncontain, and the Shares issued upon exercise thereof shall be subject to, such\nadditional conditions and restrictions as may be required by Rule 16b-3 to\nqualify for the maximum exemption from Section 16 of the Exchange Act with\nrespect to Plan transactions.\n\n\n\n                                      -10-\n\n\n                              ACCRUE SOFTWARE, INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n                             SUBSCRIPTION AGREEMENT\n\n\n                                                             New Election ______\n                                                       Change of Election ______\n\n\n        1.      I, ________________________, hereby elect to participate in the\nAccrue Software, Inc. 1999 Employee Stock Purchase Plan (the 'Plan') for the\nOffering Period ______________, ____ to _______________, ____, and subscribe to\npurchase shares of the Company's Common Stock in accordance with this\nSubscription Agreement and the Plan.\n\n        2.      I elect to have Contributions in the amount of ____% of my\nCompensation, as those terms are defined in the Plan, applied to this purchase.\nI understand that this amount must not be less than 1% and not more than 20% of\nmy Compensation during the Offering Period. (Please note that no fractional\npercentages are permitted).\n\n        3.      I hereby authorize payroll deductions from each paycheck during\nthe Offering Period at the rate stated in Item 2 of this Subscription Agreement.\nI understand that all payroll deductions made by me shall be credited to my\naccount under the Plan and that I may not make any additional payments into such\naccount. I understand that all payments made by me shall be accumulated for the\npurchase of shares of Common Stock at the applicable purchase price determined\nin accordance with the Plan. I further understand that, except as otherwise set\nforth in the Plan, shares will be purchased for me automatically on the Purchase\nDate of each Offering Period unless I otherwise withdraw from the Plan by giving\nwritten notice to the Company for such purpose.\n\n        4.      I understand that I may discontinue at any time prior to the\nPurchase Date my participation in the Plan as provided in Section 10 of the\nPlan. I also understand that I can increase or decrease the rate of my\nContributions on one occasion only with respect to any increase and one occasion\nonly with respect to any decrease during any Purchase Period by completing and\nfiling a new Subscription Agreement with such increase or decrease taking effect\nas of the beginning of the calendar month following the date of filing of the\nnew Subscription Agreement, if filed at least ten (10) business days prior to\nthe beginning of such month. Further, I may change the rate of deductions for\nfuture Offering Periods by filing a new Subscription Agreement, and any such\nchange will be effective as of the beginning of the next Offering Period. In\naddition, I acknowledge that, unless I discontinue my participation in the Plan\nas provided in Section 10 of the Plan, my election will continue to be effective\nfor each successive Offering Period.\n\n\n\n\n\n        5.      I have received a copy of the Company's most recent description\nof the Plan and a copy of the complete 'Accrue Software, Inc. 1999 Employee\nStock Purchase Plan.' I understand that my participation in the Plan is in all\nrespects subject to the terms of the Plan.\n\n        6.      Shares purchased for me under the Plan should be issued in the\nname(s) of (name of employee or employee and spouse only):\n\n\n                                        ---------------------------------------\n\n                                        ---------------------------------------\n\n        7.      In the event of my death, I hereby designate the following as my\nbeneficiary(ies) to receive all payments and shares due to me under the Plan:\n\n\n\nNAME:  (Please print)                   ---------------------------------------\n                                        (First)         (Middle)          (Last)\n\n--------------------                    ---------------------------------------\n(Relationship)                                     (Address)\n\n                                        ---------------------------------------\n\n        8.      I understand that if I dispose of any shares received by me\npursuant to the Plan within 2 years after the Offering Date (the first day of\nthe Offering Period during which I purchased such shares) or within 1 year after\nthe Purchase Date, I will be treated for federal income tax purposes as having\nreceived ordinary compensation income at the time of such disposition in an\namount equal to the excess of the fair market value of the shares on the\nPurchase Date over the price which I paid for the shares, regardless of whether\nI disposed of the shares at a price less than their fair market value at the\nPurchase Date. The remainder of the gain or loss, if any, recognized on such\ndisposition will be treated as capital gain or loss.\n\n        I hereby agree to notify the Company in writing within 30 days after the\ndate of any such disposition, and I will make adequate provision for federal,\nstate or other tax withholding obligations, if any, which arise upon the\ndisposition of the Common Stock. The Company may, but will not be obligated to,\nwithhold from my compensation the amount necessary to meet any applicable\nwithholding obligation including any withholding necessary to make available to\nthe Company any tax deductions or benefits attributable to the sale or early\ndisposition of Common Stock by me.\n\n        9.      If I dispose of such shares at any time after expiration of the\n2-year and 1-year holding periods, I understand that I will be treated for\nfederal income tax purposes as having received compensation income only to the\nextent of an amount equal to the lesser of (1) the excess of the fair market\nvalue of the shares at the time of such disposition over the purchase price\nwhich I paid for the shares under the option, or (2) 15% of the fair market\nvalue of the \n\n\n\n\n                                      -2-\n\n\nshares on the Offering Date. The remainder of the gain or loss, if any,\nrecognized on such disposition will be treated as capital gain or loss.\n\n        I understand that this tax summary is only a summary and is subject to\nchange. I further understand that I should consult a tax advisor concerning the\ntax implications of the purchase and sale of stock under the Plan.\n\n        10.     I hereby agree to be bound by the terms of the Plan. The\neffectiveness of this Subscription Agreement is dependent upon my eligibility to\nparticipate in the Plan.\n\n\n\nSIGNATURE:\n          ------------------------------\n\nSOCIAL SECURITY #:\n                  ----------------------\n\n\nDATE:\n     -----------------------------------\n\n\nSPOUSE'S SIGNATURE (necessary if beneficiary is not spouse):\n\n\n\n----------------------------------------\n(Signature)\n\n\n\n----------------------------------------\n(Print name)\n\n\n\n                                      -3-\n\n\n                              ACCRUE SOFTWARE, INC.\n\n                        1999 EMPLOYEE STOCK PURCHASE PLAN\n\n                              NOTICE OF WITHDRAWAL\n\n\n\n        I, __________________________, hereby elect to withdraw my participation\nin the Accrue Software, Inc. 1999 Employee Stock Purchase Plan (the 'Plan') for\nthe Offering Period that began on _________ ___, _____. This withdrawal covers\nall Contributions credited to my account and is effective on the date designated\nbelow.\n\n        I understand that all Contributions credited to my account will be paid\nto me within ten (10) business days of receipt by the Company of this Notice of\nWithdrawal and that my option for the current period will automatically\nterminate, and that no further Contributions for the purchase of shares can be\nmade by me during the Offering Period.\n\n        The undersigned further understands and agrees that he or she shall be\neligible to participate in succeeding offering periods only by delivering to the\nCompany a new Subscription Agreement.\n\n\n\nDated:\n      ----------------------            ----------------------------------------\n                                        Signature of Employee\n\n\n\n                                        ----------------------------------------\n                                        Social Security Number\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6556],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9545],"class_list":["post-38332","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-accrue-software-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38332","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38332"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38332"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38332"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38332"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}