{"id":38377,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-employee-share-purchase-plan-clicksoftware-technologies.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-employee-share-purchase-plan-clicksoftware-technologies","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-employee-share-purchase-plan-clicksoftware-technologies.html","title":{"rendered":"2000 Employee Share Purchase Plan &#8211; ClickSoftware Technologies Ltd."},"content":{"rendered":"<pre>                           CLICKSERVICE SOFTWARE LTD.\n\n                        2000 EMPLOYEE SHARE PURCHASE PLAN\n\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 Ordinary\nShares of the Company through accumulated payroll deductions. It is the\nintention of the Company to have the Plan qualify as an \"Employee Share Purchase\nPlan\" under Section 423 of the Internal Revenue Code of 1986, as amended. The\nprovisions of the Plan, accordingly, shall 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\" shall mean the Board of Directors of the Company.\n\n                (b) \"Code\" shall mean the Internal Revenue Code of 1986, as\namended.\n\n                (c) \"Company\" shall mean ClickService Software Ltd., a\ncorporation incorporated under the laws of the State of Israel, and any\nDesignated Subsidiary of the Company.\n\n                (d) \"Compensation\" shall mean all base straight time gross\nearnings, exclusive of payments for commissions, overtime, shift premium,\nincentive compensation, incentive payments, bonuses and other compensation.\n\n                (e) \"Designated Subsidiary\" shall mean any Subsidiary that has\nbeen designated by the Board from time to time in its sole discretion as\neligible to participate in the Plan.\n\n                (f) \"Employee\" shall mean any individual who is an Employee of\nthe Company for tax purposes whose customary employment with the Company is at\nleast twenty (20) hours per week and more than five (5) months in any calendar\nyear. For purposes of the Plan, the employment relationship shall be treated as\ncontinuing intact while the individual is on sick leave or other leave of\nabsence approved by the Company. Where the period of leave exceeds 90 days and\nthe individual's right to reemployment is not guaranteed either by statute or by\ncontract, the employment relationship shall be deemed to have terminated on the\n91st day of such leave.\n\n                (g) \"Enrollment Date\" shall mean the first day of each Offering\nPeriod.\n\n                (h) \"Exercise Date\" shall mean the last day of each Offering\nPeriod.\n\n                (i) \"Fair Market Value\" shall mean, as of any date, the value of\na Share determined as follows:\n\n\n\n\n\n                        (1) If the Shares are listed on any established stock\nexchange or a national market system, including without limitation the Nasdaq\nNational Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, their\nFair Market Value shall be the closing sales price for such Shares (or the\nclosing bid, if no sales were reported) as quoted on such exchange or system for\nthe last market trading day on the date of such determination, as reported in\nThe Wall Street Journal or such other source as the Board deems reliable, or;\n\n                        (2) If the Shares are regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, their Fair Market Value\nshall be the mean of the closing bid and asked prices for the Shares on the date\nof such determination, as reported in The Globes, HaAretz or such other source\nas the Board deems reliable, or;\n\n                        (3) In the absence of an established market for the\nShares, the Fair Market Value thereof shall be determined in good faith by the\nBoard; or\n\n                        (4) For purposes of the Enrollment Date of the first\nOffering Period under the Plan, the Fair Market Value shall be the initial price\nto the public as set forth in the final prospectus included within the\nregistration statement in Form S-1 filed with the Securities and Exchange\nCommission for the initial public offering of the Company's Shares (the\n\"Registration Statement\").\n\n                (j) \"Offering Period\" shall mean a period of approximately six\n(6) months during which an option granted pursuant to the Plan may be exercised,\ncommencing on the first Trading Day on or after May 1 and terminating on the\nlast Trading Day in the period ending the following October 31, or commencing on\nthe first Trading Day on or after November 1 and terminating on the last Trading\nDay in the period ending the following April 30; provided, however, that the\nfirst Offering Period under the Plan shall commence with the first Trading Day\non or after the date on which the Securities and Exchange Commission declares\nthe Company's Registration Statement effective and ending on the last Trading\nDay on or before October 31, 2000. The duration of Offering Periods may be\nchanged pursuant to Section 4 of this Plan.\n\n                (k) \"Plan\" shall mean this Employee Share Purchase Plan.\n\n                (l) \"Purchase Price\" shall mean an amount equal to 85% of the\nFair Market Value of a Share on the Enrollment Date or on the Exercise Date,\nwhichever is lower; provided, however, that the Purchase Price may be adjusted\nby the Board pursuant to Section 20.\n\n                (m) \"Reserves\" shall mean the number of Shares covered by each\noption under the Plan which have not yet been exercised and the number of Shares\nwhich have been authorized for issuance under the Plan but not yet placed under\noption.\n\n                (n) \"Share\" means a share of the Company's Ordinary Shares\nhaving a nominal value of 0.01 NIS, as adjusted in accordance with Section 19\nbelow.\n\n\n                                      -2-\n\n\n                (o) \"Subsidiary\" shall mean 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                (p) \"Trading Day\" shall mean a day on which national stock\nexchanges and the Nasdaq System are open for trading.\n\n        3. Eligibility.\n\n                (a) Any Employee who shall be employed by the Company on a given\nEnrollment Date shall be eligible to participate in the Plan.\n\n                (b) Any provisions of the Plan to the contrary notwithstanding,\nno Employee shall be granted an option under the Plan (i) to the extent that,\nimmediately after the grant, such Employee (or any other person whose shares\nwould be attributed to such Employee pursuant to Section 424(d) of the Code)\nwould own capital shares of the Company and\/or hold outstanding options to\npurchase such shares possessing five percent (5%) or more of the total combined\nvoting power or value of all classes of the capital shares of the Company or of\nany Subsidiary, or (ii) to the extent that his or her rights to purchase shares\nunder all employee share purchase plans of the Company and its subsidiaries\naccrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of\nshares (determined at the fair market value of the shares at the time such\noption is granted) for each calendar year in which such option is outstanding at\nany time.\n\n        4. Offering Periods. The Plan shall be implemented by consecutive\nOffering Periods with a new Offering Period commencing on the first Trading Day\non or after May 1 and November 1 each year, or on such other date as the Board\nshall determine, and continuing thereafter until terminated in accordance with\nSection 20 hereof; provided, however, that the first Offering Period under the\nPlan shall commence with the first Trading Day on or after the date on which the\nSecurities and Exchange Commission declares the Company's Registration Statement\neffective and ending on the last Trading Day on or before October 31, 2000. The\nBoard shall have the power to change the duration of Offering Periods (including\nthe commencement dates thereof) with respect to future offerings without\nshareholder approval if such change is announced at least five (5) days prior to\nthe scheduled beginning of the first Offering Period to be affected thereafter.\n\n        5. Participation.\n\n                (a) An eligible Employee may become a participant in the Plan by\ncompleting a subscription agreement authorizing payroll deductions in the form\nof Exhibit A to this Plan and filing it with the Company's payroll office prior\nto the applicable Enrollment Date.\n\n                (b) Payroll deductions for a participant shall commence on the\nfirst payroll following the Enrollment Date and shall end on the last payroll in\nthe Offering Period to which such\n\n\n                                      -3-\n\n\nauthorization is applicable, unless sooner terminated by the participant as\nprovided in Section 10 hereof.\n\n        6. Payroll Deductions.\n\n                (a) At the time a participant files his or her subscription\nagreement, he or she shall elect to have payroll deductions made on each pay day\nduring the Offering Period in an amount not exceeding twelve percent (12%) of\nthe Compensation which he or she receives on each pay day during the Offering\nPeriod.\n\n                (b) All payroll deductions made for a participant shall be\ncredited to his or her account under the Plan and shall be withheld in whole\npercentages only. A participant may not make any additional payments into such\naccount.\n\n                (c) A participant may discontinue his or her participation in\nthe Plan as provided in Section 10 hereof, or may increase or decrease the rate\nof his or her payroll deductions during the Offering Period by completing or\nfiling with the Company a new subscription agreement authorizing a change in\npayroll deduction rate. The Board may, in its discretion, limit the number of\nparticipation rate changes during any Offering Period. The change in rate shall\nbe effective with the first full payroll period following five (5) business days\nafter the Company's receipt of the new subscription agreement unless the Company\nelects to process a given change in participation more quickly. A participant's\nsubscription agreement shall remain in effect for successive Offering Periods\nunless terminated as provided in Section 10 hereof.\n\n                (d) Notwithstanding the foregoing, to the extent necessary to\ncomply with Section 423(b)(8) of the Code and Section 3(b) hereof, a\nparticipant's payroll deductions may be decreased to zero percent (0%) at any\ntime during an Offering Period. Payroll deductions shall recommence at the rate\nprovided in such participant's subscription agreement at the beginning of the\nfirst Offering Period which is scheduled to end in the following calendar year,\nunless terminated by the participant as provided in Section 10 hereof.\n\n                (e) At the time the option is exercised, in whole or in part, or\nat the time some or all of the Company's Shares issued under the Plan is\ndisposed of, the participant must make adequate provision for the Company's\nfederal, state, or other tax withholding obligations, if any, which arise upon\nthe exercise of the option or the disposition of the Shares. At any time, the\nCompany may, but shall not be obligated to, withhold from the participant's\ncompensation the amount necessary for the Company to meet applicable withholding\nobligations, including any withholding required to make available to the Company\nany tax deductions or benefits attributable to sale or early disposition of\nShares by the Employee.\n\n        7. Grant of Option. On the Enrollment Date of each Offering Period, each\neligible Employee participating in such Offering Period shall be granted an\noption to purchase on the Exercise Date of such Offering Period (at the\napplicable Purchase Price) up to a number of Shares\n\n\n                                      -4-\n\n\ndetermined by dividing such Employee's payroll deductions accumulated prior to\nsuch Exercise Date and retained in the Participant's account as of the Exercise\nDate by the applicable Purchase Price; provided that in no event shall an\nEmployee be permitted to purchase during each Offering Period more than 5,000\nShares (subject to any adjustment pursuant to Section 19), and provided further\nthat such purchase shall be subject to the limitations set forth in Sections\n3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8\nhereof, unless the participant has withdrawn pursuant to Section 10 hereof. The\nOption shall expire on the last day of the Offering Period.\n\n        8. Exercise of Option. Unless a participant withdraws from the Plan as\nprovided in Section 10 hereof, his or her option for the purchase of Shares\nshall be exercised automatically on the Exercise Date, and the maximum number of\nfull Shares subject to option shall be purchased for such participant at the\napplicable Purchase Price with the accumulated payroll deductions in his or her\naccount. 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\nOffering Period, subject to earlier withdrawal by the participant as provided in\nSection 10 hereof. Any other monies left over in a participant's account after\nthe Exercise Date shall be returned to the participant. During a participant's\nlifetime, a participant's option to purchase Shares hereunder is exercisable\nonly by him or her.\n\n        9. Delivery. As promptly as practicable after each Exercise Date on\nwhich a purchase of shares occurs, the Company shall arrange the delivery to\neach participant, as appropriate, the Shares purchased upon exercise of his or\nher option.\n\n        10. Withdrawal.\n\n                (a) A participant may withdraw all but not less than all the\npayroll deductions credited to his or her account and not yet used to exercise\nhis or her option under the Plan at any time by giving written notice to the\nCompany in the form of Exhibit B to this Plan. All of the participant's payroll\ndeductions credited to his or her account shall be paid to such participant\npromptly after receipt of notice of withdrawal and such participant's option for\nthe Offering Period shall be automatically terminated, and no further payroll\ndeductions for the purchase of shares shall be made for such Offering Period. If\na participant withdraws from an Offering Period, payroll deductions shall not\nresume at the beginning of the succeeding Offering Period unless the participant\ndelivers to the Company a new subscription agreement.\n\n                (b) A participant's withdrawal from an Offering Period shall not\nhave any effect upon his or her eligibility to participate in any similar plan\nwhich may hereafter be adopted by the Company or in succeeding Offering Periods\nwhich commence after the termination of the Offering Period from which the\nparticipant withdraws.\n\n        11. Termination of Employment. Upon a participant's ceasing to be an\nEmployee for any reason, he or she shall be deemed to have elected to withdraw\nfrom the Plan and the payroll deductions credited to such participant's account\nduring the Offering Period but not yet used to\n\n\n                                      -5-\n\n\nexercise the option shall be returned to such participant or, in the case of his\nor her death, to the person or persons entitled thereto under Section 15 hereof,\nand such participant's option shall be automatically terminated. The preceding\nsentence notwithstanding, a participant who receives payment in lieu of notice\nof termination of employment shall be treated as continuing to be an Employee\nfor the participant's customary number of hours per week of employment during\nthe period in which the participant is subject to such payment in lieu of\nnotice.\n\n        12. Interest. No interest shall accrue on the payroll deductions of a\nparticipant in the Plan.\n\n        13. Shares.\n\n                (a) Subject to adjustment upon changes in capitalization of the\nCompany as provided in Section 19 hereof, the maximum number of Shares which\nshall be made available for sale under the Plan shall be 800,000 Shares, plus an\nannual increase to be added on the first day of the Company's fiscal year \nbeginning in 2001 equal to the lesser of (i) 500,000 shares, (ii) 2% of the \noutstanding shares on such date or (iii) a lesser amount determined by the \nBoard. If, on a given Exercise Date, the number of Shares with respect to which\noptions are to be exercised exceeds the number of Shares then available under \nthe Plan, the Company shall make a pro rata allocation of the Shares remaining \navailable for purchase in as uniform a manner as shall be practicable and as it\nshall determine to be equitable.\n\n                (b) The participant shall have no interest or voting right in\nShares covered by his option until such option has been exercised.\n\n                (c) Shares to be delivered to a participant under the Plan shall\nbe registered in the name of the participant or in the name of the participant\nand his or her spouse.\n\n        14. Administration. The Plan shall be administered by the Board or a\ncommittee of members of the Board appointed by the Board. The Board or its\ncommittee shall have full and exclusive discretionary authority to construe,\ninterpret and apply the terms of the Plan, to determine eligibility and to\nadjudicate all disputed claims filed under the Plan. Every finding, decision and\ndetermination made by the Board or its committee shall, to the full extent\npermitted by law, be final and binding upon all parties.\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 an Exercise Date on which the option is exercised but prior to\ndelivery to such participant of such shares and cash. In addition, a participant\nmay file a written designation of a beneficiary who is to receive any cash from\nthe participant's account under the Plan in the event of such participant's\ndeath prior to exercise of the option. If a participant is married and\n\n\n                                      -6-\n\n\nthe designated beneficiary is not the spouse, spousal consent shall be required\nfor such designation to be effective.\n\n                (b) Such designation of beneficiary may be changed by the\nparticipant at any time by written notice. In the event of the death of a\nparticipant and in the absence of a beneficiary validly designated under the\nPlan who is living at the time of such participant's death, the Company shall\ndeliver such Shares and\/or cash to the executor or administrator of the estate\nof the participant, or if no such executor or administrator has been appointed\n(to the knowledge of the Company), the Company, in its discretion, may deliver\nsuch Shares and\/or cash to the spouse or to any one or more dependents or\nrelatives of the participant, or if no spouse, dependent or relative is known to\nthe Company, then to such other person as the Company may designate.\n\n        16. Transferability. Neither payroll deductions 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 of descent and\ndistribution or as provided in Section 15 hereof) by the participant. Any such\nattempt at assignment, transfer, pledge or other disposition shall be without\neffect, except that the Company may treat such act as an election to withdraw\nfunds from an Offering Period in accordance with Section 10 hereof.\n\n        17. Use of Funds. All payroll deductions 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 payroll deductions.\n\n        18. Reports. Individual accounts shall be maintained for each\nparticipant in the Plan. Statements of account shall be given to participating\nEmployees at least annually, which statements shall set forth the amounts of\npayroll deductions, the Purchase Price, the number of Shares purchased and the\nremaining cash balance, if any.\n\n        19. Adjustments Upon Changes in Capitalization, Dissolution,\nLiquidation, Merger or Asset Sale.\n\n                (a) Changes in Capitalization. Subject to any required action by\nthe shareholders of the Company, the Reserves, the maximum number of Shares each\nparticipant may purchase per Offering Period (pursuant to Section 7), as well as\nthe price per Share and the number of Shares covered by each option under the\nPlan which has not yet been exercised shall be proportionately adjusted for any\nincrease or decrease in the number of issued Shares resulting from a share\nsplit, reverse share split, share dividend, combination or reclassification of\nthe Shares, or any other increase or decrease in the number of Shares effected\nwithout receipt of consideration by the Company; provided, however, that\nconversion of any convertible securities of the Company shall not be deemed to\nhave been \"effected without receipt of consideration.\" Such adjustment shall be\nmade by the Board, whose determination in that respect shall be final, binding\nand conclusive. Except as expressly provided herein, no issuance by the Company\nof shares of any class, or securities\n\n\n                                      -7-\n\n\nconvertible into shares of any class, shall affect, and no adjustment by reason\nthereof shall be made with respect to, the number or price of Shares subject to\nan option.\n\n                (b) Dissolution or Liquidation. In the event of the proposed\ndissolution or liquidation of the Company, the Offering Period then in progress\nshall be shortened by setting a new Exercise Date (the \"New Exercise Date\"), and\nshall terminate immediately prior to the consummation of such proposed\ndissolution or liquidation, unless provided otherwise by the Board. The New\nExercise Date shall be before the date of the Company's proposed dissolution or\nliquidation. The Board shall notify each participant in writing, at least ten\n(10) business days prior to the New Exercise Date, that the Exercise Date for\nthe participant's option has been changed to the New Exercise Date and that the\nparticipant's option shall be exercised automatically on the New Exercise Date,\nunless prior to such date the participant has withdrawn from the Offering Period\nas provided in Section 10 hereof.\n\n                (c) Merger or Asset Sale. In the event of a proposed sale of all\nor substantially all of the assets of the Company, or the merger of the Company\nwith or into another corporation, each outstanding option shall be assumed or an\nequivalent option substituted by the successor corporation or a Parent or\nSubsidiary of the successor corporation. In the event that the successor\ncorporation refuses to assume or substitute for the option, the Offering Period\nthen in progress shall be shortened by setting a new Exercise Date (the \"New\nExercise Date\"). The New Exercise Date shall be before the date of the Company's\nproposed sale or merger. The Board shall notify each participant in writing, at\nleast ten (10) business days prior to the New Exercise Date, that the Exercise\nDate for the participant's option has been changed to the New Exercise Date and\nthat the participant's option shall be exercised automatically on the New\nExercise Date, unless prior to such date the participant has withdrawn from the\nOffering Period as provided in Section 10 hereof.\n\n        20. Amendment or Termination.\n\n                (a) The Board of Directors of the Company may at any time and\nfor any reason terminate or amend the Plan. Except as provided in Section 19\nhereof, no such termination can affect options previously granted, provided that\nan Offering Period may be terminated by the Board of Directors on any Exercise\nDate if the Board determines that the termination of the Offering Period or the\nPlan is in the best interests of the Company and its shareholders. Except as\nprovided in Section 19 and Section 20 hereof, no amendment may make any change\nin any option theretofore granted which adversely affects the rights of any\nparticipant. To the extent necessary to comply with Section 423 of the Code (or\nany other applicable law, regulation or stock exchange rule), the Company shall\nobtain shareholder approval in such a manner and to such a degree as required.\n\n                (a) Without shareholder consent and without regard to whether\nany participant rights may be considered to have been \"adversely affected,\" the\nBoard (or its committee) shall be entitled to change the Offering Periods, limit\nthe frequency and\/or number of changes in the amount withheld during an Offering\nPeriod, establish the exchange ratio applicable to amounts withheld in a\ncurrency other than U.S. dollars, permit payroll withholding in excess of the\namount designated by a\n\n\n                                      -8-\n\n\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 Shares for each participant\nproperly correspond with amounts withheld from the participant's Compensation,\nand establish such other limitations or procedures as the Board (or its\ncommittee) determines in its sole discretion advisable which are consistent with\nthe Plan.\n\n                (c) In the event the Board determines that the ongoing operation\nof the Plan may result in unfavorable financial accounting consequences, the\nBoard may, in its discretion and, to the extent necessary or desirable, modify\nor amend the Plan to reduce or eliminate such accounting consequence including,\nbut not limited to:\n\n                        (1) altering the Purchase Price for any Offering Period\nincluding an Offering Period underway at the time of the change in Purchase\nPrice;\n\n                        (2) shortening any Offering Period so that Offering\nPeriod ends on a new Exercise Date, including an Offering Period underway at the\ntime of the Board action; and\n\n                        (3) allocating Shares.\n\n                        Such modifications or amendments shall not require\nshareholder approval or the consent of any Plan participants.\n\n        21. Notices. All notices or other communications by a participant to the\nCompany under or in connection with the Plan shall be deemed to have been duly\ngiven when received in the form specified by the Company at the location, or by\nthe person, designated by the Company for the receipt thereof.\n\n        22. Conditions Upon Issuance of Shares. Shares shall not be issued with\nrespect to an option unless the exercise of such option and the issuance and\ndelivery 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 Securities Exchange Act of 1934, as\namended, the rules and regulations promulgated thereunder, and the requirements\nof any 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\n                                      -9-\n\n\n\n        23. Term of Plan. The Plan shall become effective upon the earlier to\noccur of its adoption by the Board of Directors or its approval by the\nshareholders of the Company. It shall continue in effect for a term of ten (10)\nyears unless sooner terminated under Section 20 hereof.\n\n\n                                      -10-\n\n\n                                    EXHIBIT A\n\n                           CLICKSERVICE SOFTWARE LTD.\n\n                        2000 EMPLOYEE SHARE PURCHASE PLAN\n\n                             SUBSCRIPTION AGREEMENT\n\n\n\n____ Original Application                            Enrollment Date: __________\n____ Change in Payroll Deduction Rate\n____ Change of Beneficiary(ies)\n\n1.      _____________________________________ hereby elects to participate in\n        the ClickService Software Ltd. 2000 Employee Share Purchase Plan (the\n        \"Employee Share Purchase Plan\") and subscribes to purchase Ordinary\n        Shares of the Company in accordance with this Subscription Agreement and\n        the Employee Share Purchase Plan.\n\n2.      I hereby authorize payroll deductions from each paycheck in the amount\n        of ____% of my Compensation on each payday (from 0 to 12%) during the\n        Offering Period in accordance with the Employee Share Purchase Plan.\n        (Please note that no fractional percentages are permitted.)\n\n3.      I understand that said payroll deductions shall be accumulated for the\n        purchase of Shares at the applicable Purchase Price determined in\n        accordance with the Employee Share Purchase Plan. I understand that if I\n        do not withdraw from an Offering Period, any accumulated payroll\n        deductions will be used to automatically exercise my option.\n\n4.      I have received a copy of the complete Employee Share Purchase Plan. I\n        understand that my participation in the Employee Share Purchase Plan is\n        in all respects subject to the terms of the Plan. I understand that my\n        ability to exercise the option under this Subscription Agreement is\n        subject to shareholder approval of the Employee Share Purchase Plan.\n\n5.      Shares purchased for me under the Employee Share Purchase Plan should be\n        issued in the name(s) of (Employee or Employee and Spouse only):\n                                                  .\n\n6.      I understand that if I dispose of any shares received by me pursuant\n        to the Plan within 2 years after the Enrollment Date (the first day of\n        the Offering Period during which I purchased such shares), I will be\n        treated for federal income tax purposes as having received ordinary\n        income at the time of such disposition in an amount equal to the excess\n        of the fair market value of the shares at the time such shares were\n        purchased by me over the price which I paid for the shares. I hereby\n        agree to notify the Company in writing within 30 days after the date of\n        any\n\n\n\n        disposition of shares and I will make adequate provision for Federal,\n        state or other tax withholding obligations, if any, which arise upon the\n        disposition of the Share. The Company may, but will not be obligated to,\n        withhold from my compensation the amount necessary to meet any\n        applicable withholding obligation including any withholding necessary to\n        make available to the Company any tax deductions or benefits\n        attributable to sale or early disposition of Shares by me. If I dispose\n        of such shares at any time after the expiration of the 2-year holding\n        period, I understand that I will be treated for federal income tax\n        purposes as having received income only at the time of such disposition,\n        and that such income will be taxed as ordinary income only to the extent\n        of an amount equal to the lesser of (1) the excess of the fair market\n        value of the shares at the time of such disposition over the purchase\n        price which I paid for the shares, or (2) 15% of the fair market value\n        of the shares on the first day of the Offering Period. The remainder of\n        the gain, if any, recognized on such disposition will be taxed as\n        capital gain.\n\n7.      I hereby agree to be bound by the terms of the Employee Share Purchase\n        Plan. The effectiveness of this Subscription Agreement is dependent upon\n        my eligibility to participate in the Employee Share Purchase Plan.\n\n8.      In the event of my death, I hereby designate the following as my\n        beneficiary(ies) to receive all payments and shares due me under the\n        Employee Share Purchase Plan:\n\n\n        NAME:  (Please print)\n                                    --------------------------------------------\n                                    (First)         (Middle)       (Last)\n\n\n        -------------------------   --------------------------------------------\n        Relationship\n\n                                    --------------------------------------------\n                                    (Address)\n\n        Employee's Social\n        Security Number:\n                                    --------------------------------------------\n\n        Employee's Address:\n                                    --------------------------------------------\n\n                                    --------------------------------------------\n\n\n                                      -2-\n\n\nI UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT\nSUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.\n\n\n\n        Dated:\n              -------------------   --------------------------------------------\n                                    Signature of Employee\n\n\n                                    --------------------------------------------\n                                    Spouse's Signature (If beneficiary other\n                                      than spouse)\n\n\n                                      -3-\n\n\n                                    EXHIBIT B\n\n                           CLICKSERVICE SOFTWARE LTD.\n\n                        2000 EMPLOYEE SHARE PURCHASE PLAN\n\n                              NOTICE OF WITHDRAWAL\n\n\n        The undersigned participant in the Offering Period of the ClickService\nSoftware Ltd. 2000 Employee Share Purchase Plan which began on ___________,\n______ (the \"Enrollment Date\") hereby notifies the Company that he or she hereby\nwithdraws from the Offering Period. He or she hereby directs the Company to pay\nto the undersigned as promptly as practicable all the payroll deductions\ncredited to his or her account with respect to such Offering Period. The\nundersigned understands and agrees that his or her option for such Offering\nPeriod will be automatically terminated. The undersigned understands further\nthat no further payroll deductions will be made for the purchase of shares in\nthe current Offering Period and the undersigned shall be eligible to participate\nin succeeding Offering Periods only by delivering to the Company a new\nSubscription Agreement.\n\n\n                                           Name and Address of Participant:\n\n                                           ------------------------------------\n\n                                           ------------------------------------\n\n                                           ------------------------------------\n\n\n\n                                           Signature:\n\n                                           ------------------------------------\n\n                                           Date:\n                                                -------------------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7124],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9545],"class_list":["post-38377","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-clicksoftware-technologies-ltd","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\/38377","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=38377"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38377"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38377"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38377"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}