Exhibit 4.8


 


CLICKSOFTWARE
TECHNOLOGIES LTD


 


APPROVED SHARE OPTION SCHEME RULES


 


		1.	DEFINITIONS



 


		1.1	In these Rules of the Scheme the following words and expressions
                                         shall have the following meanings:



 


"Adoption Date"
means the date on which the Scheme is adopted by the Company;


 


"Approved Scheme"
means a share option scheme approved under Schedule 9 of the Taxes Act or Schedule 4;


 


"Articles" means
the Articles of Association of the Company from time to time in force;


 


"Associated Company"
has the same meaning as in Section 416 of the Taxes Act;


 


"Auditors"
means the auditors for the time being of the Company;


 


"Board" means the
board of directors from time to time of the Company or a duly authorised committee thereof appointed in accordance with Rule 11.2;


 


"Close Company"
has the same meaning as in Chapter I of Part XI of the Taxes Act SAVE THAT for the purposes of determining whether a company is
a close company for the purposes of this Scheme, sections 414(1)(a) and 415 of that Act shall be disregarded;


 


"Company" means
ClickSoftware Technologies Ltd;


 


"Control" means
control as defined in Section 840 of the Taxes Act 1988;


 


“Date of Grant”
means the date on which the Option is granted;


 


"Dealing Day" means
a day on which NASDAQ is open for business;


 


"Eligible Person"
means:


 


		(a)	an employee who is a director of
                                         any member of the Group and required under his contract of employment to work for not
                                         less than 25 hours per week (excluding meal breaks) disregarding holiday entitlement;
                                         or



 


		(b)	any other employee of any member
                                         of the Group;



 


“Employing Company”
means Clicksoftware Europe Limited or such other company within the Group that employs the Participant;


 


"Exercise Price"
means, in relation to an Option, the price per Share payable on the exercise of that Option;


 


"Group" means the
Company and all of the Subsidiaries and "member of the Group" shall be construed accordingly;


 


“ITEPA” means
the Income Tax (Earnings and Pensions) Act 2003 (as amended from time to time);


 




    	 



    	 



    

 


"Market Value"
means in relation to a Share on a given date:


 


		(a)	the market value of such Share
                                         on that date as determined in accordance with Part VIII of the Taxation of Chargeable
                                         Gains Act 1992 and agreed in advance with the Shares Valuation Division of the Inland
                                         Revenue; or



 


		(b)	in the event that Shares are admitted
                                         to trading on NASDAQ an amount which is equal to the closing price of such Share as derived
                                         from the Dealing Day immediately preceding that date subject to such a method of valuation
                                         being agreed by the Shares Valuation Division of the Inland Revenue;



 


"Material Interest"
has the meaning given in paragraph 10 of Schedule 4;


 


"Operative Period"
means the period of ten years commencing on the Adoption Date;


 


"Option" means
a right to acquire Shares under the Scheme;


 


"Participant" means
an Eligible Person who has been granted an Option;


 


“PAYE Liability”
means:


 


		(a)	income tax payable by deduction
                                         under Part 11 of ITEPA;



 


		(b)	primary Class 1 National Insurance
                                         Contributions;



 


		(c)	all or such part (as may from time
                                         to time be agreed in writing between the Participant and his Employing Company) of any
                                         secondary Class 1 National Insurance Contributions (“NIC”) payable in respect
                                         of any gain which is treated as remuneration derived from the Participant’s employment
                                         for NIC purposes by virtue of Section 4(4)(a) of the Social Security Contributions and
                                         Benefits Act 1992 (as amended); or



 


		(d)	any other similar taxes or duties,



 


which the Employing Company would
be required to account for to the Inland Revenue or other taxation authorities if a Participant exercised an Option.


 


"Rules" means the
rules of the Scheme contained in this document and "Rule" shall be construed accordingly;


 


"Schedule 4" means
Schedule 4 to the ITEPA;


 


"the Scheme" means
the scheme contained in this document as from time to time amended in accordance with the provisions hereof;


 


"Shares" means
Ordinary Shares of NIS 0.02 each in the capital of the Company as defined in the Company's Articles of Association which satisfy
the provisions of paragraphs 16 to 20 (inclusive) of Schedule 4 and "Share" shall be construed accordingly;


 


"Subsidiary" means
a company which is a subsidiary of the Company within the meaning of Section 736 of the Companies Act 1985 and which is under
the Control of the Company;


 




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"Subsisting Option"
means an option granted under this Scheme or the Unapproved Scheme which has not lapsed or been exercised;


 


"Taxes Act" means
the Income and Corporation Taxes Act 1988;


 


"Termination
for Cause" means in relation to a Participant, termination of the Participant's employment with any member of
the Group in circumstances giving rise to summary dismissal;




 


"Unapproved
Scheme" means the unapproved executive share option scheme adopted by the Company on 21 March 2000 and the UK
Appendix to the 2000 Amended and Restated 2000 Share Option Plan, as now in effect or as hereafter amended;




 


"Vesting Dates"
means, as determined by the Board, the date as of which the Participant shall be entitled to exercise the Options or part of the
Options, as set forth in Rule 7.2 of the Scheme; and


 


“Amended and Restated
2000 Share Plan” means the Amended and Restated 2000 Share Plan adopted by the Company on 6 September 2001 as now
in effect or as hereafter amended.


 


		1.2	In these Rules the expression "holding
                                         company" and "subsidiary" have the same meanings as those contained in
                                         Section 736 of the Companies Act 1985.



 


		1.3	The Rules of the Scheme and their definitions
                                         are separate from the rules of the 2000 Stock Plan and the terms of the 2000 Stock Plan
                                         shall have no effect in relation to the interpretation and implementation of the Scheme.



 


		1.4	Any reference in these Rules to a statutory
                                         provision shall include a reference to that provision as amended or re-enacted from time
                                         to time and any subordinate legislation, orders or regulations made pursuant thereto.
                                         Where the context permits the singular shall include the plural and vice versa and the
                                         masculine gender shall include the feminine.



 


	2.		ELIGIBILITY



 


		2.1	Subject to the following provisions
                                         of this Rule 2, the Board shall have an absolute discretion as to the selection of persons
                                         to whom an Option is granted by the Company.



 


		2.2	An Option shall not be granted to any
                                         person unless he is an Eligible Person.



 


		2.3	An Option shall be personal to the
                                         Participant to whom it is granted and may not be transferred to or exercised by any other
                                         person other than his personal representatives.



 


		2.4	An Option shall not be granted to any
                                         person at any time when he has or has within the preceding 12 months had, a Material
                                         Interest in a Close Company being either the Company or a company which has Control of
                                         the Company or is a member of a consortium which owns such a company.



 


	3.		GRANT
                                         OF OPTIONS



 


		3.1	An Option may, subject to Rule 2, be
                                         granted to a Participant at such times and on such terms in accordance with these Rules
                                         as the Board shall in its absolute discretion determine.



 


		3.2	No Option may be granted after the
                                         expiry of the Operative Period.1



 





 






	1		Note
                                         that in accordance with the resolution of the Company dated 15 July 2010, the period
                                         of grant of options was extended to 27 May 2020.



 




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		3.3	As soon as practicable after the grant
                                         of an Option to a Participant by the Board pursuant to Rule 3.1, the Company shall issue
                                         to him, or procure the issue to him of an option certificate. The option certificate
                                         shall be issued under seal or in such manner as shall take effect as a deed of the Company.
                                         The option certificate shall be in the form determined by the Board from time to time
                                         (subject to the approval of the Inland Revenue), including in an electronic form, and
                                         shall state:



 


		(a)	the Date of Grant of the Option;



 


		(b)	the number of Shares in respect
                                         of which the Option is granted;



 


		(c)	the Exercise Price;



 


		(d)	the date(s) on which the Option
                                         may be exercised and the extent to which the Option may be exercised on any such date;



 


		(e)	any performance-related conditions
                                         imposed pursuant to Rule 8 to which the Option is subject;



 


		(f)	any variation to the Vesting Commencement
                                         Date, if appropriate;



 


		(g)	that the Participant agrees to
                                         indemnify each member of the Group in respect of any tax liability arising in respect
                                         of the exercise of an Option (to the extent permitted by law),



 


and is otherwise in such form as
the Board may from time to time determine.


 


		3.4	A Participant shall be entitled to
                                         renounce, surrender or cancel, or agree to the cancellation of, an Option within the
                                         period of 30 days immediately following the date of grant and if any Option is so renounced,
                                         surrendered or cancelled it shall be deemed for the purposes of this Scheme never to
                                         have been granted.



 


		3.5	An Option shall not be granted by any
                                         person other than the Company without the prior approval of the Board.



 


	4.		EXERCISE
                                         PRICE



 


The Exercise Price shall be determined
by the Board but shall be not less than the greater of the Market Value of Shares at the date of grant and the nominal value of
a Share.


 


	5.		EXERCISE OF OPTIONS



 


		5.1	Notice of Exercise



 


An Option shall only be exercised
by a Participant within such period as may be applicable by virtue of the terms on which the Option was granted and the provisions
of Rules 7 and 8 below and subject thereto the exercise shall be effected in such form and manner as the Board may from time to
time prescribe, including in an electronic form. In the absence of the Board prescribing to the contrary a Participant shall exercise
an Option by his giving to the Company at its registered office prior notice in writing signed by the Participant, which notice
shall specify the number of Shares (which shall be a multiple of 100 or be equal to the balance of the Shares remaining subject
to the Option) in respect of which the Option is being exercised and shall be accompanied both by the option certificate evidencing
the grant of the relevant Option for cancellation or amendment and payment in full of the aggregate Exercise Price for the Shares
in respect of which the Option is exercised or an undertaking in such form as the Board shall in their absolute discretion accept
that the Exercise Price will be remitted to the Company as soon as reasonable practicable (including but not limited to a remittance
to be made out of the proceeds of sale of at least some of the Shares acquired on exercise) after exercise . The date of receipt
of such notice shall (in the absence of the Board prescribing otherwise in the option certificate) be deemed to be the date of
exercise of the Option or of the relevant portion of the Option, as the case may be.


 




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		5.2	Allotment



 


The Company shall enter the Participant
in the Company's register of members as the holder of the appropriate number of Shares within thirty days after the date of exercise
of the Option (the date of such entry being, for the purposes of Rule 5.3 below, the "date of allotment") and
(provided that the Company issues share certificates) the Company shall deliver to the Participant a definitive share certificate
in respect thereof.


 


		5.3	Rights of Shares



 


Any Shares issued pursuant to Rule
5.2 above shall rank pari passu in all respects and form a uniform class with the Shares in issue on the date of allotment save
that they shall not rank for or be entitled to any dividend or other distribution or any issue of Shares by way of capitalization
of profits or reserves or any issue of securities by way of rights which under the terms of a resolution passed by the Company
is to be or is proposed to be paid or made to the holders of Shares on the register on a date prior to the date of allotment.
The Shares shall be issued subject to the Articles.


 


		5.4	Listing



 


The Company shall at its expense
make application to the NASDAQ for the admission to trading on NASDAQ of all Shares allotted pursuant to the exercise of any Option
if Shares are then traded on NASDAQ.


 


		5.5	Condition Precedent



 


		5.5.1	In the event that any PAYE Liability
                                         becomes due on the exercise of an Option, the Option may not be exercised unless:



 


		5.5.1.1	the Employing Company is
                                         able to deduct an amount equal to the whole of the PAYE Liability from the Participant’s
                                         net pay for the next pay period; or



 


		5.5.1.2	the Participant has paid
                                         to the Employing Company an amount equal to the PAYE Liability; or



 


		5.5.1.3	the sum of the amount that
                                         the Participant has paid to the Employing Company in respect of the Employing Company’s
                                         obligation to satisfy the PAYE Liability and the total amount that the Employing Company
                                         is able to deduct from the Participant’s net pay for the next pay period is equal
                                         to or more than the PAYE Liability; or



 


		5.5.1.4	the Participant has given
                                         irrevocable instructions to the Company’s brokers (or any other person acceptable
                                         to the Company) for the sale of sufficient Shares acquired on the exercise of an Option
                                         to realize an amount equal to the PAYE Liability and the payment of the PAYE Liability
                                         to the Employing Company; or



 




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		5.5.1.5	the Board determines otherwise.



 


		5.5.2	An Option maybe granted subject
                                         to there being a condition that on exercise the Participant shall meet the Employing
                                         Company’s Secondary Class 1 National Insurance Contributions due on the exercise
                                         cancellation or release of an Option. For this purpose, the Participant maybe required,
                                         if requested by the Employing Company at any time before the exercise of the Option,
                                         to enter into an election to transfer liability for such Secondary Class 1 National Insurance
                                         Contributions in a form approved by the Inland Revenue and acceptable to the Employing
                                         Company and to enter into such arrangements as may be approved by the Inland Revenue
                                         in order to secure that the payment of such liabilities is made on a timely basis.



 


	6.		LIMITATIONS ON GRANTS



 


		6.1	No options shall be granted pursuant
                                         to Rule 3 if such grant would result in the aggregate of:



 


		(a)	the number of shares over which
                                         subsisting Options have been granted under the Unapproved Scheme after 21 March 2000,
                                         this Scheme and the Amended and Restated 2000 Share Plan, and any other share option
                                         plans which have previously been, or may in the future be, adopted by the Company; and



 


		(b)	the number of shares which have
                                         been issued on the exercise of Options granted under the Unapproved Scheme after 21 March
                                         2000, this Scheme and the Amended and Restated 2000 Share Plan, and any other share option
                                         plans which have previously been, or may in the future be, adopted by the Company;



 


exceeding the
limit imposed by the Company from time to time.


 


		6.2	Individual Limits



 


		6.2.1	The number of Shares over which the Board may grant an Option
                                         to an Eligible Person on any date shall be limited so that the aggregate Market Value
                                         of those Shares and any other shares which may be acquired in respect of options previously
                                         granted to him under the Scheme and any other Approved Scheme, not being a savings related
                                         share option scheme, and established by the Company or any Associated Company of the
                                         Company does not exceed £30,000 or such other amount as shall from time to time
                                         be specified in paragraph 6.1 of Schedule 4. For the purposes of this Rule the Market
                                         Value of a Share shall be calculated as at the time the option in respect of that Share
                                         was granted or such earlier time as may have been agreed in writing with the Board of
                                         Inland Revenue.



 


	7.		TIME FOR EXERCISE OF OPTIONS



 


		7.1	Notwithstanding the provisions of this
                                         Rule 7 the Option may not be exercised at any time when the Participant has a Material
                                         Interest with the Company.



 


	7.2	Subject to the other provisions of Rule 5, this Rule 7 and Rule 8, the Option may
not be exercised prior to such date or dates as provided in the Participant’s option certificate (“the Vesting Dates”)
and to the extent stated in the Participant’s option certificate.



 


		7.3	If a Participant shall cease to be
                                         an Eligible Person by reason of circumstances giving rise to Termination for Cause the
                                         Option shall lapse and become of no effect.



 




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		7.4	If a Participant shall cease to be
                                         an Eligible Person otherwise than by reason of circumstances giving rise to Termination
                                         for Cause, the Participant (or his successors) may, subject to Rule 7.2 and Rule 8, exercise
                                         his Option to the extent not previously exercised by the Participant within two months
                                         of such cessation and to the extent not exercised after the end of that period the Option
                                         shall lapse and become of no effect.



 


		7.5	For the purposes of this Rule 7 where
                                         a Participant’s employment is terminated without notice he shall cease to be an
                                         Eligible Person on the date on which the termination takes effect and where the employment
                                         is terminated with notice he shall cease to be an Eligible Person on the date on which
                                         such notice is given.



 


	8.		PERFORMANCE-RELATED CONDITIONS OF EXERCISE



 


		8.1	The exercise of an Option shall be
                                         conditional upon the performance of the Company and, if the Board so determines, upon
                                         the performance of a Subsidiary and/or the Participant over such period and measured
                                         against such objective criteria as shall be determined by the Board and notified to the
                                         Participant when the Option is granted. If no such objective criteria are notified to
                                         the Participant when the Option is granted, this Rule 8 shall not apply in relation to
                                         the Option.



 


		8.2	Any such condition may provide that
                                         the Option shall become vested in respect of a given number or proportion of the Shares
                                         over which it subsists according to whether, and the extent to which, any given performance
                                         target is met or exceeded.



 


		8.3	After an Option has been granted the
                                         Board may, in appropriate circumstances, amend any performance-related condition of exercise
                                         of an option PROVIDED THAT no such amendment shall be made unless an event has occurred
                                         or events have occurred in consequence of which the Board reasonably considers, having
                                         due regard to the interests of the shareholders of the Company, that the terms of the
                                         existing performance-related condition(s) of exercise of the Option should be so varied
                                         for the purposes of ensuring that either the objective criteria against which the performance
                                         of the Company and/or any Subsidiary and/or the Participant will then be measured will
                                         be a fairer measure of such performance or that any amended performance condition will
                                         afford a more effective incentive to the Participant and will be no more difficult to
                                         satisfy than were the original condition(s) when first set.



 


		8.4	If, in consequence of a performance
                                         condition being met, an Option becomes vested in respect of some but not all of the number
                                         of Shares over which it subsists it shall thereupon lapse and cease to be exercisable
                                         in respect of the balance of the Shares over which it was held.



 


	9.		VARIATIONS IN THE SHARE CAPITAL OF THE COMPANY



 


		9.1	Variation of Capital 



 


If at any time after the date of
grant of an Option and before it ceases to be exercisable there is a variation of the share capital of the Company which involves
the Shares by reason of:


 


		9.1.1	a capitalization of reserves;
                                         or



 


		9.1.2	a reduction, sub-division, or
                                         consolidation of capital,



 


the Exercise Price and/or the number
of Shares in respect of which the Option may be exercised shall be adjusted at the discretion of the Board to such extent and
in such manner as the Auditors shall in their opinion consider confirm in writing to the Board to be fair and reasonable, but
so that the aggregate Exercise Price payable on the exercise of an Option previously granted under these Rules shall not be increased
or materially altered thereby and provided that any such adjustment shall be subject to prior approval of the Board of Inland
Revenue.


 




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		9.2	Notification



 


All Participants shall be notified
in writing of any such adjustments as soon as practicable thereafter and the Company shall be entitled to call in the instruments
evidencing the grant of the Options affected by such adjustments for endorsement or replacement, as may appear appropriate.


 


		10.	SUBSTITUTE
                                         OPTIONS FOLLOWING CHANGE IN CONTROL OF THE COMPANY



 


		10.1	Application



 


This Rule 10 applies where a company
(the “Acquiring Company”):


 


		10.1.1	obtains Control of the Company
                                         as a result of making:



 


		(a)	a general offer to acquire the whole
                                         of the issued share capital of the Company (other than that which is already owned by
                                         the Acquiring Company and/or by its holding company and/or by any subsidiary of its holding
                                         company) made on a condition such that if it is satisfied the Acquiring Company will
                                         have Control of the Company; or



 


		(b)	a general offer to acquire all the
                                         Shares (or such Shares as are not already owned by the Acquiring Company and/or by its
                                         holding company and/or by any subsidiary of its holding company); or



 


		10.1.2	obtains Control of the Company
                                         in pursuance of a compromise or arrangement sanctioned by the court under Section 425
                                         of the Companies Act 1985; or



 


		10.1.3	becomes bound or entitled to
                                         acquire shares in the Company under Sections 428 to 430F of the Companies Act 1985.



 


		10.2	Release of Options



 


Subject to the conditions referred
to in Rule 10.3, where this Rule 10 applies, a Participant may, by agreement with the Acquiring Company and within the period
referred to in Rule 10.4, release his Option (the “Old Option”) in consideration of the grant to him of an
option (the “New Option”) over shares in the Acquiring Company or some other company falling within paragraph
16(b) or paragraph 16(c) of Schedule 4.


 


		10.3	The Conditions



 


The conditions referred to in Rule
10.2 are as follows:


 


		10.3.1	the shares over which the New
                                         Option is granted must comply with the conditions of paragraphs 16 to 20 (inclusive)
                                         of Schedule 4;



 


		10.3.2	the total market value (determined
                                         in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992) of the Shares
                                         subject to the Old Option immediately before its release must be equal to the total market
                                         value (as so determined) immediately after the grant of the New Option of the shares
                                         in respect of which the New Option is granted; and



 




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		10.3.3	the aggregate subscription price
                                         payable by the Participant upon the exercise in full of his New Option must be equal
                                         to the aggregate Exercise Price which would have been payable by him had he exercised
                                         in full his Old Option in respect of the total number of Shares subject to the Old Option
                                         at the time of its release.



 


		10.4	Period for Release



 


The period referred to in Rule 10.2
is:


 


		10.4.1	in a case falling within Rule
                                         10.1.1, six months beginning with the time when the Acquiring Company obtains Control
                                         of the Company and any condition subject to which the offer is made is satisfied;



 


		10.4.2	in a case falling within Rule
                                         10.1.2, six months beginning with the time when the court sanctions the compromise or
                                         arrangement; and



 


		10.4.3	in a case falling within Rule
                                         10.1.3, the period during which the Acquiring Company remains so bound or entitled.



 


		10.5	Consequences of Release



 


Where a Participant is granted a
New Option in consideration of the release of his Old Option in accordance with Rule 10, then:


 


		10.5.1	the New Option shall be exercisable
                                         in the same manner as the Old Option;



 


		10.5.2	the New Option shall be subject
                                         to the provisions of the Scheme as it had effect in relation to the Old Option immediately
                                         before its release; and



 


		10.5.3	with effect from the release,
                                         Rules 1, 5, 6, 8, 9, 10, 11, (except Rules 11.1 and 11.2) and 13 shall, in relation to
                                         the New Option, be construed as if references to the Company and to Shares were references
                                         to the Acquiring Company and to shares in the Acquiring Company or, as the case may be,
                                         the other company in respect of whose shares the New Option is granted.



 


	11.		ADMINISTRATION OF THE SCHEME



 


		11.1	General 



 


The Scheme shall in all respects
be administered under the direction of the Board. The Board may make such rules for the conduct of the Scheme, not being inconsistent
with the provisions of these Rules, as it shall think fit. Any dispute regarding the interpretation of the Scheme or the terms
of any Option shall be determined by the Board (after seeking such advice as it shall consider necessary) and its decision shall
be final and binding.


 


		11.2	Committee



 


The Board may delegate all or any
of its powers in relation to the Scheme to a duly authorised committee of the Board.


 




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		11.3	Authorised Share Capital



 


The Company shall at all times maintain
an amount of authorised and unissued Shares sufficient to satisfy outstanding Options under the Scheme.


 


		11.4	Articles of Association



 


The provisions of the Articles for
the time being with regard to the service of notices upon members of the Company shall apply mutatis mutandis to any notice to
be given by the Company to Participants under the Scheme and all notices to be given to the Company under the Scheme shall be
delivered or sent by post to the Company at its registered office.


 


		11.5	Trustees



 


Any member of the Group may provide
money to the trustee or trustees of any trust or any other person to enable it, him or them to acquire Shares to be held for the
purposes of the Scheme, to enter into any guarantee or indemnity for these purposes, to the extent permitted by Section 153 of
the Companies Act 1985.


 


		11.6	Copies of Documents



 


The Participants shall be entitled
to receive upon request copies of all accounts, circulars, and notices sent to holders of Shares.


 


	12.		AMENDMENT OF THE SCHEME



 


		12.1	Resolution of the Board 



 


The Board shall at any time be entitled
to amend by resolution all or any of the provisions of the Scheme provided that:


 


		12.1.1	no amendment to the Scheme shall
                                         be made which would prejudice the subsisting rights of existing Participants in any manner
                                         without the prior written consent of existing Participants entitled to exercise Options
                                         in respect of at least three quarters of the total number of Shares over which Options
                                         shall at that time be subsisting; and



 


		12.1.2	no amendment shall have effect
                                         until approved by the Board of Inland Revenue.



 


		12.2	Revenue Approval



 


The Board may at any time by resolution
and without other formality amend the Scheme in any way to the extent necessary to secure and maintain the approval of the Scheme
by the Board of Inland Revenue under Schedule 4 and to ensure that such approval is not withdrawn pursuant to any statutory modifications
of the provisions of the Taxes Act or ITEPA.


 


		12.3	Notification



 


On any such amendment being made
by the Board all Participants shall be notified in writing as soon as practicable thereafter.


 




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		12.4	Termination



 


The Board or the Company in General
Meeting shall be entitled by resolution to terminate the Scheme at any time but Options previously granted shall continue to be
valid and exercisable in accordance with the provisions of the Scheme.


 


	13.		ADDITIONAL PROVISIONS



 


		13.1	Conflict



 


Every Option shall be subject to
the condition that no Shares shall be issued to a Participant following the exercise of an Option if such issue would be contrary
to any enactment or regulation for the time being in force of the United Kingdom, Israeli or of any other country having jurisdiction
in relation thereto. The Company shall not be bound to take any action to obtain the consent of any governmental authority to
such issue or to take any action to ensure that any such issue shall be in accordance with any such enactment or regulation if
such action could in the opinion of the Board be unduly onerous.


 


		13.2	Employment



 


The rights and obligations of a
Participant under his terms of employment with any member of the Group shall not be affected by his participation in the Scheme
and the Scheme shall not afford to a Participant any additional right to compensation in consequence of the termination of his
employment for any reason whatsoever.


 


		13.3	Auditors



 


In any matter in which they are
required to act under these Rules the Auditors shall be deemed to be acting as experts and not as arbitrators.


 


		13.4	Governing Law



 


The Scheme shall be governed by
and interpreted in accordance with English Law.


 




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CLICKSOFTWARE TECHNOLOGIES LTD 


APPROVED EXECUTIVE SHARE OPTION SCHEME


OPTION CERTIFICATE


 


	Name of Optionholder:	«FirstName» «LastName»
	Address of Optionholder:	«Address1»
	 	«Address2»
	 	«Address3»
	Date of Grant	«StartDate»
	Maximum Number of Shares:	«OptionsGranted»
	Exercise Price:	$ «Price»
	Vesting Dates:	(a) First 25% on the first anniversary of the date of grant.
	 	(b) Thereafter, 1/48th at the end of each month.
	Expiration Date:	«LastExerciseDate»


 


ClickSoftware Technologies Ltd HEREBY GRANTS
to the Optionholder named above an Option to acquire the above number of Shares in the Company at the above Exercise Price.


 


This Option is exercisable subject to and
in accordance with the rules of the ClickSoftware Technologies Ltd Approved Executive Share Option Scheme ("the Scheme")
as they are amended from time to time. It is exercisable in accordance with the performance conditions and the limitations on
exercise contained in Part A and Part B respectively of the Schedule (if any) to this Option Certificate and the rules of the
Scheme (and in particular Rule 7).


 


To exercise the Option the Optionholder should
complete the Notice of Exercise on the reverse side of this Option Certificate.


 


The Optionholder agrees to be bound by their
terms and conditions set out in the rules of the ClickSoftware Technologies Ltd Approved Executive Share Option Scheme and the
terms and conditions of exercise set out in the Schedule to this Option Certificate (including for the avoidance of doubt Rule
5.5 relating to PAYE Liability and secondary class 1 NICs);


 


The Option is not transferable and will lapse
upon the occasion of an assignment, charge, disposal or other dealing with the rights conveyed by it.


 


	EXECUTED AS A DEED by	 	 
	CLICKSOFTWARE TECHNOLOGIES LTD	 	 
	acting by:	 	Secretary/Director	 


 


I HEREBY AGREE to accept the grant of this
Option and agree and undertake to be bound by their terms and conditions set out in the rules of the ClickSoftware Technologies
Ltd Approved Executive Share Option Scheme and the terms and conditions of exercise set out in the Schedule to this Option Certificate
(including for the avoidance of doubt Rule 5.5 relating to PAYE Liability and secondary class 1 NICs);


 


	SIGNED but not delivered until the date
    hereof	)	 
	AS A DEED by	 	)	 
	in the presence of:	)	 
	 	 	(Optionholder signature)


 


	Witness signature:	 	 
	Witness name (print)	 	 
	Address:	 	 
	Occupation:	 	 


 




    	12



    	 



    

 


SCHEDULE


 


PART A


Performance Conditions


 


None


 




    	13



    	 



    

 


PART B


Limitations on Exercise


 


None




    	14



    	 



    

 


CLICKSOFTWARE TECHNOLOGIES LTD


APPROVED EXECUTIVE SHARE OPTION SCHEME


NOTICE OF EXERCISE OF OPTION


 


		To:	Company Secretary



ClickSoftware Technologies
Ltd


 


From:                                                                                                                                 (name
in BLOCK CAPITALS)


 


                                                                                                                                                                        (ADDRESS)


                                                                                                                                                                                             


                                                                                                                                                                                             


 


I, being the holder of the Option
represented by this Certificate, hereby exercise the Option referred to overleaf in respect of                                        of
the shares over which the Option may be exercised, and request the allotment or transfer to me of those shares in
accordance with the rules of the Scheme and the Articles of Association of the Company.


 


		(a)	I enclose a cheque made payable to ClickSoftware Technologies
Ltd in the sum of $          being the aggregate Exercise Price payable in
full for such shares; or



 


		(b)	I hereby confirm that I have given
                                         instructions to the Company’s brokers for the sale of sufficient shares acquired
                                         on exercise to pay the aggregate exercise price payable in full for such shares, and
                                         for the payment of this exercise price to the Company or my Employing Company; or



 


		(c)	I hereby confirm that I have given
                                         instructions to the Company’s brokers for the sale of all of the shares acquired
                                         on exercise and for the payment of the exercise price to the Company or my Employing
                                         Company.



 


I am exercising
my Option on the following basis:-


 


		(a)	It is more than 3 years since the date of grant of the Option



 


or


 


		(b)	It
                                         is less than 3 years since the date of grant of the Option and I am exercising within
                                         2 months of leaving employment for injury, disability, redundancy (within the meaning
                                         of the Employment Rights Act 1996), retirement on or after reaching the age at which
                                         I am bound to retire under the terms of my contract of employment which for the purposes
                                         of section 524 of ITEPA must not be less than 55



 


or


 


		(c)	I/we
                                         are the personal representative(s) of the optionholder and I/we are exercising within
                                         2 months of the date of death of the optionholder



 


or


 


		(d)	It
                                         is less than 3 years since the date of grant of the Option and I am exercising the Option
                                         in accordance with the Rules of the Scheme



 


Please delete the alternatives
in 3 above which do not apply


 




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Where I am
exercising my option under 3(d) above then in respect of any amount of:


 


		(i)	income tax payable by deduction
                                         under Part 11 of ITEPA (“PAYE”),



 


		(ii)	primary Class 1 National Insurance
                                         Contributions (“employee’s NIC”), and



 


		(iii)	secondary Class 1 National Insurance
                                         Contribution (“employer’s NIC”)



 


((i), (ii) and (iii)
together hereinafter referred to as “the PAYE Liability”) due on the exercise of this Option, either               (please delete
as appropriate)


 


		(aa)	I enclose a cheque for £[                    ] payable
                                         towards that PAYE Liability and if such sum is less than the aggregate amount of the
                                         PAYE Liability due on this exercise, I hereby authorise the Company or my Employing Company
                                         to deduct any amount of shortfall from my net pay for the next pay period; or



 


		(bb)	I hereby authorise the Company or my
                                         Employing Company to deduct an amount equal to the whole of the PAYE Liability from the
                                         my net pay for the next pay period; or



 


		(cc)	I hereby confirm that I have given
                                         irrevocable instructions to the Company’s brokers (a copy of which is attached
                                         to this Notice of Exercise) for the sale of sufficient shares acquired on the exercise
                                         of this Option to realise an amount equal to the PAYE Liability and for the payment of
                                         the PAYE Liability to the Company or my Employing Company.



 


I wish the Ordinary Shares
to be registered as fully paid in my name and agree to accept the Ordinary Shares subject to the Memorandum and Articles of Association
of the Company.


 


I request you to issue a Share Certificate
in respect of the Ordinary Shares.


 


	Name (block letters)	 	Signature
	 	 	 
	 	 	 
	Address	 	 
	 	 	Date 	 
	 	 	 	 
	 	 	 	 


 




    	16



    	 



    

 


NOTES:


 


		1.	This form must be accompanied by payment
                                         of the Exercise Price for the shares in respect of which the Option is exercised.



 


		2.	The Option may not be exercised in
                                         respect of less than 100 shares or (if less) all of the shares over which the Option
                                         subsists.



 


		3.	The Scheme has been approved by the
                                         Inland Revenue. There is no charge to income tax on the receipt of a right to acquire
                                         shares under such a scheme. Subject to paragraph 4 below, under current tax rules a charge
                                         to tax and employee national insurance contributions will arise on the exercise of the
                                         Option on the difference between the market value of the shares at the date of exercise
                                         and the price paid for them if the Option is exercised within 3 years of grant or at
                                         any time when this Scheme is not approved by the Board of Inland Revenue. Any exercise
                                         after the third anniversary of the date of grant will not attract an income tax or employee
                                         national insurance contributions charge on exercise. You will be liable to capital gains
                                         tax on ultimate disposal of your Shares, subject to any available reliefs (e.g. the CGT
                                         annual exemption) whether or not you pay income tax on exercise of the Option. Any amount
                                         charged to income tax on the exercise of your Option will, however, form part of the
                                         base cost of your Shares for capital gains tax purposes. The above comments assume that
                                         the Scheme continues to be approved by the Inland Revenue until the date of exercise.



 


		4.	If you are exercising the Option before
                                         the third anniversary of the date of grant and within two months of leaving employment
                                         of the Company or your Employing Company by reason of injury, disability, redundancy
                                         or retirement at or after your contractual normal retirement date you will not be liable
                                         to income tax and national insurance contributions.



 


		5.	Employer secondary Class 1 contributions
                                         will also become due on any amount subject to tax and/or employee national insurance
                                         contributions. By signing your option certificate you have agreed to enter into an election
                                         to transfer such liability from your employer to yourself.



 


		6.	IMPORTANT the Company does not undertake
                                         to advise you on the tax consequences of exercising your Option. If you are unsure of
                                         the tax liabilities which may arise, you should take appropriate professional advice
                                         before exercising your Option.



 




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