**WEBEX
COMMUNICATIONS, INC.**
 
 **2000
EMPLOYEE STOCK PURCHASE PLAN**
 
 (Adopted
by the Board on March 29, 2000)
 
 (As
amended and restated effective April 30, 2005)
 
 Table
of
Contents                         Page
 
 SECTION
1  Purpose
of the Plan. .................................................................................1
 
 SECTION
2  Definitions.
............................................................................................1
 (a)
“Board” ...............................................................................................1
 (b)
“Code” ................................................................................................1
 (c)
“Committee” .........................................................................................1
 (d)
“Company” ..............................................................................................1
 (e)
“Compensation” ....................................................................................1
 (f)
“Corporate Reorganization” .....................................................................1
 (g)
“Eligible Employee” ...............................................................................2
 (h)
“Exchange Act” ....................................................................................2
 (i) “Fair
Market Value” .................................................................................2
 (j) “IPO”
....................................................................................................2
 (k)
“Offering Period” ....................................................................................2
 (l)
“Participant” ...........................................................................................2
 (m)
“Participating Company” .........................................................................2
 (n)
“Plan” .................................................................................................2
 (o) “Plan
Account” .....................................................................................3
 (p)
“Purchase Price” ....................................................................................3
 (q)
“Stock” ................................................................................................3
 (r)
“Subsidiary” .........................................................................................3
 
 SECTION
3  Administration
Of The Plan .......................................................................3
 (a)
Committee Composition ..........................................................................3
 (b)
Committee Responsibilities .....................................................................3
 
 SECTION
4  Enrollment
And Participation .....................................................................3
 (a)
Offering Periods ....................................................................................3
 (b)
Enrollment ...........................................................................................3
 (c)
Duration of Participation ........................................................................3
 
 SECTION
5  Employee
Contributions...........................................................................4
 (a)
Frequency of Payroll Deductions.............................................................4
 (b)
Amount of Payroll Deductions................................................................4
 (c)
Changing Withholding Rate....................................................................4
 (d)
Discontinuing Payroll Deductions............................................................4
 (e) Limit
on Number of Contribution Rate Reduction Elections.............................4
 
 SECTION
6  Withdrawal
From The Plan........................................................................4
 (a)
Withdrawal.........................................................................................4
 (b)
Re-enrollment After Withdrawal..............................................................4
 
 SECTION
7  Change In
Employment Status...................................................................5
 (a)
Termination of Employment....................................................................5
 (b) Leave
of Absence................................................................................5
 (c)
Death.................................................................................................5
  
  SECTION
8  Plan
Accounts And Purchase Of Shares ....................................................5
 (a) Plan
Accounts....................................................................................5
 (b)
Purchase Price.....................................................................................5
 (c)
Number of Shares Purchased..................................................................5
 (d)
Available Shares Insufficient..................................................................6
 (e)
Issuance of Stock.................................................................................6
 (f)
Unused Cash Balances..........................................................................6
 (g)
Stockholder Approval...........................................................................6
 
 SECTION
9  Limitations
On Stock Ownership. ........................................................ ....6
 (a) Five
Percent Limit................................................................................6
 (b)
Dollar Limit.........................................................................................7
 
 SECTION
10  Rights
Not Transferable........................................................................7
 
 SECTION
11  No Rights
As An Employee..................................................................7
 
 SECTION
12  No Rights
As A Stockholder. ..............................................................7
 
 SECTION
13  Securities
Law Requirements................................................................7
 
 SECTION
14  Stock
Offered Under The Plan...............................................................8
 (a)
Authorized Shares...............................................................................8
 (b)
Antidilution Adjustments.....................................................................8
 (c)
Reorganizations..................................................................................8
 
 SECTION
15  Amendment
or Discontinuance............................................................8
 
 SECTION
16  Execution.........................................................................................9
 
 
   
   
 WEBEX
COMMUNICATIONS, INC.
 
 2000
EMPLOYEE STOCK PURCHASE PLAN
 
 (Adopted
by the Board on March 29, 2000)
 
 (As
amended and restated effective April 30, 2005)
 
 SECTION
1 :  Purpose
Of The Plan .
 
 The Plan
was adopted by the Board on March 29, 2000, effective as of the date of the IPO. The Plan
is hereby amended and restated effective April 30, 2005.  The
purpose of the Plan is to provide Eligible Employees with an opportunity to
increase their proprietary interest in the success of the Company by purchasing
Stock from the Company on favorable terms and to pay for such purchases through
payroll deductions. The Plan is intended to qualify under section 423 of
the Code.
 
 SECTION
2 :  Definitions .
 
 (a)  “Board” means the
Board of Directors of the Company, as constituted from time to time.
  (b)  “Code” means the
Internal Revenue Code of 1986, as amended.
 
 (c)  “Committee” means a
committee of the Board, as described in Section 3.
 
 (d)  “Company” means
WebEx Communications, Inc., a Delaware corporation.
 
 (e)  “Compensation” means (i)
the total compensation paid in cash to a Participant by a Participating Company,
including salaries, wages, bonuses, incentive compensation, commissions,
overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the
Participant under section 401(k) or 125 of the Code. “Compensation” shall
exclude all non-cash items, moving or relocation allowances, cost-of-living
equalization payments, car allowances, tuition reimbursements, imputed income
attributable to cars or life insurance, severance pay, fringe benefits,
contributions or benefits received under employee benefit plans, income
attributable to the exercise of stock options, and similar items. The Committee
shall determine whether a particular item is included in Compensation.
 
 (f)  “ Corporate
Reorganization ” means:
 
 (i)  The
consummation of a merger or consolidation of the Company with or into another
entity, or any other corporate reorganization; or
 
 (ii)  The sale,
transfer or other disposition of all or substantially all of the Company’s
assets or the complete liquidation or dissolution of the
Company.
  
  
 (g)  “ Eligible
Employee ” means any
employee of a Participating Company who meets the following
requirement:
 
 (i)  His or
her customary employment is for more than five months per calendar year and for
more than 20 hours per week.
 
 The
foregoing notwithstanding, an individual shall not be considered an Eligible
Employee if his or her participation in the Plan is prohibited by the law of any
country which has jurisdiction over him or her or if he or she is subject to a
collective bargaining agreement that does not provide for participation in the
Plan.
 
 (h)  “Exchange
Act” means the
Securities Exchange Act of 1934, as amended.
 
 (i)  “Fair
Market Value” means the
market price of Stock, determined by the Committee as follows:
 
 (i)  If Stock
was traded on The Nasdaq National Market on the date in question, then the Fair
Market Value shall be equal to the last-transaction price quoted for such date
by The Nasdaq National Market;
 
 (ii)  If Stock
was traded on a stock exchange on the date in question, then the Fair Market
Value shall be equal to the closing price reported by the applicable composite
transactions report for such date; or
 
 (iii)  If none
of the foregoing provisions is applicable, then the Fair Market Value shall be
determined by the Committee in good faith on such basis as it deems
appropriate.
 
 Whenever
possible, the determination of Fair Market Value by the Committee shall be based
on the prices reported in the Wall
Street Journal or as
reported directly to the Company by Nasdaq or a stock exchange. Such
determination shall be conclusive and binding on all persons.
 
 (j)  “ IPO ” means the
initial offering of Stock to the public pursuant to a registration statement
filed by the Company with the Securities and Exchange Commission.
 
 (k)  “ Offering
Period ” means a
period with respect to which the right to purchase Stock may be granted under
the Plan, as determined pursuant to Section 4(a).
 
 (l)  “ Participant ” means an
Eligible Employee who elects to participate in the Plan, as provided in
Section 4(b).
 
 (m)  “ Participating
Company ” means (i)
the Company and (ii) each present or future Subsidiary designated by the
Committee as a Participating Company.
 
 (n)  “ Plan ” means
this WebEx Communications, Inc. 2000 Employee Stock Purchase Plan, as it may be
amended from time to time.
  
  (o)  “ Plan
Account ” means the
account established for each Participant pursuant to
Section 8(a).
 
 (p)  “ Purchase
Price ” means the
price at which Participants may purchase Stock under the Plan, as determined
pursuant to Section 8(b).
 
 (q)  “ Stock ” means the
Common Stock of the Company.
 
 (r)  “ Subsidiary ” means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
 
 SECTION
3 :  Administration
Of The Plan .
 
 (a)  Committee
Composition. The Plan
shall be administered by the Committee. The Committee shall consist exclusively
of one or more directors of the Company, who shall be appointed by the Board.
 
 (b)  Committee
Responsibilities. The Committee shall interpret the Plan and make all other policy decisions
relating to the operation of the Plan. The Committee may adopt such rules,
guidelines and forms as it deems appropriate to implement the Plan. The
Committee’s determinations under the Plan shall be final and binding on all
persons.
 
 SECTION
4 :  Enrollment
And Participation .
 
 
 (a)  Offering
Periods. While the Plan is in effect, two Offering Periods shall commence in each
calendar year. The Offering Periods shall consist of six-month periods, unless
otherwise determined by the Committee, commencing on May 1 st and
November 1 st of each
year. Notwithstanding the foregoing, all Offering Periods commencing on or after
May 1, 2003, and before May 1, 2005, shall terminate on April 30,
2005.
 
 (b)  Enrollment. Any individual who, on the day preceding the first day of an Offering Period,
qualifies as an Eligible Employee may elect to become a Participant in the Plan
for such Offering Period by executing the enrollment form prescribed for this
purpose by the Committee. The enrollment form shall be filed with the Company at
the prescribed location not later than 15 days prior to the commencement of such
Offering Period, or in accordance with such other procedures as may be
prescribed by the Company.
 
 (c)  Duration
of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the
Plan until he or she ceases to be an Eligible Employee, withdraws from the Plan
under Section 6(a) or reaches the end of the Offering Period in which his or her
employee contributions were discontinued under Section 5(d) or 9(b). A
Participant who discontinued employee contributions under Section 5(d) or
withdrew from the Plan under Section 6(a) may again become a Participant,
if he or she then is an Eligible Employee, by following the procedure described
in Subsection (b) above. A Participant whose employee contributions were
discontinued automatically under Section 9(b) shall automatically resume
participation at the beginning of the earliest Offering Period ending in the
next calendar year, if he or she then is an Eligible
Employee. For the Offering Period commencing May 1, 2005, new enrollment forms
may be required, in accordance with such procedures as may be prescribed by the
Company.
  
   SECTION
5 :  Employee
Contributions .
 
 (a)  Frequency
of Payroll Deductions. A
Participant may purchase shares of Stock under the Plan solely by means of
payroll deductions. Payroll deductions, as designated by the Participant
pursuant to Subsection (b) below, shall occur on each payday during
participation in the Plan.
 
 (b)  Amount
of Payroll Deductions. An
Eligible Employee shall designate on the enrollment form the portion of his or
her Compensation that he or she elects to have withheld for the purchase of
Stock. Such portion shall be a whole percentage of the Eligible Employee’s
Compensation, but not less than 1% nor more than 15%.
 
 (c)  Changing
Withholding Rate. Subject
to Section 5(e), if a Participant wishes to change the rate of payroll
withholding, he or she may decrease the rate of withholding from the
then-designated rate of withholding by filing a new enrollment form with the
Company at the prescribed location at any time. A Participant may not change the
rate of payroll withholding to increase the rate of withholding from the
then-designated rate of withholding. The new withholding rate shall be effective
as soon as reasonably practicable after such form has been received by the
Company. The new withholding rate shall be a whole percentage of the Eligible
Employee’s Compensation, but not less than 1% nor more than 15%.
 
 (d)  Discontinuing
Payroll Deductions. If
a Participant wishes to discontinue employee contributions entirely, he or she
may do so by filing a new enrollment form with the Company at the prescribed
location at any time. Payroll withholding shall cease as soon as reasonably
practicable after such form has been received by the Company. The voluntary
filing of such form shall constitute withdrawal from the Plan as described in
Section 6(a). In addition, employee contributions may be discontinued
automatically pursuant to Section 9(b). A Participant who has voluntarily
discontinued employee contributions may resume such contributions by filing a
new enrollment form with the Company at the prescribed location, and the
provisions of Section 6(b) concerning re-enrollment following withdrawal shall
apply.
 
 (e)  Limit
on Number of Contribution Rate Reduction Elections. No
Participant shall make more than 2 elections under Subsection (c) above during
any Offering Period.
 
 SECTION
6  Withdrawal
From The Plan .
 
 (a)  Withdrawal. A
Participant may elect to withdraw from the Plan by filing the prescribed form
with the Company at the prescribed location at any time before the last day of
an Offering Period. As soon as reasonably practicable thereafter, payroll
deductions shall cease and the entire amount credited to the Participant’s Plan
Account shall be refunded to him or her in cash, without interest. No partial
withdrawals shall be permitted.
 
 (b)  Re-enrollment
After Withdrawal. A
former Participant who has withdrawn from the Plan shall not be a Participant
until he or she re-enrolls in the Plan under Section 4(b). Re-enrollment
may be effective only at the commencement of an Offering
Period.
  
  
 SECTION
7  Change
In Employment Status .
 
 (a)  Termination
of Employment. Termination of employment as an Eligible Employee for any reason, including
death, shall be treated as an automatic withdrawal from the Plan under
Section 6(a). A transfer from one Participating Company to another shall
not be treated as a termination of employment.
 
 (b)  Leave
of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the
Participant goes on a military leave, a sick leave or another bona fide leave of
absence if the leave was approved by the Company in writing. Employment,
however, shall be deemed to terminate 90 days after the Participant goes on a
leave, unless a contract or statute guarantees his or her right to return to
work. Employment shall be deemed to terminate in any event when the approved
leave ends, unless the Participant immediately returns to work.
 
 (c)  Death. In
the event of the Participant’s death, the amount credited to his or her Plan
Account shall be paid to a beneficiary designated by him or her for this purpose
on the prescribed form or, if none, to the Participant’s estate. Such form shall
be valid only if it was filed with the Company at the prescribed location before
the Participant’s death.
 
 SECTION
8  Plan
Accounts And Purchase Of Shares .
 
 (a)  Plan
Accounts. The Company shall maintain a Plan Account on its books in the name of each
Participant. Whenever an amount is deducted from the Participant’s Compensation
under the Plan, such amount shall be credited to the Participant’s Plan Account.
Amounts credited to Plan Accounts shall not be trust funds and may be commingled
with the Company’s general assets and applied to general corporate purposes. No
interest shall be credited to Plan Accounts.
 
 (b)  Purchase
Price. The Purchase Price for each share of Stock purchased at the close of an Offering
Period shall be the lower of:
 
 (i)  85% of
the Fair Market Value of such share on the last trading day in such Offering
Period; or
 
 (ii)  85% of
the Fair Market Value of such share on the last trading day before the
commencement of the applicable Offering Period.
 
 (c)  Number
of Shares Purchased. As
of the last day of each Offering Period, each Participant shall be deemed to
have elected to purchase the number of shares of Stock calculated in accordance
with this Subsection (c), unless the Participant has previously elected to
withdraw from the Plan in accordance with Section 6(a). The amount then in
the Participant’s Plan Account shall be divided by the Purchase Price, and the
number of shares that results shall be purchased from the Company with the funds
in the Participant’s Plan Account. The foregoing notwithstanding, no Participant
shall purchase more than seven hundred fifty (750) shares of Stock with respect
to any Offering Period commencing on or after May 1, 2005 (nor more than 1,500
shares of Stock with respect to the six-month period ending April 30, 2005 for
Offering Periods commencing prior to May 1, 2005), nor more than the amounts of
Stock set forth in Sections 9(b) and 14(a). The Committee may determine with
respect to all Participants that any
  
  fractional
share, as calculated under this Subsection (c), shall be (i) rounded down to the
next lower whole share or (ii) credited as a fractional share.
 
 (d)  Available
Shares Insufficient. In
the event that the aggregate number of shares that all Participants elect to
purchase during an Offering Period exceeds the maximum number of shares
remaining available for issuance under Section 14(a), then the number of shares
to which each Participant is entitled shall be determined by multiplying the
number of shares available for issuance by a fraction, the numerator of which is
the number of shares that such Participant has elected to purchase and the
denominator of which is the number of shares that all Participants have elected
to purchase.
 
 (e)  Issuance
of Stock. Certificates representing the shares of Stock purchased by a Participant under
the Plan shall be issued to him or her as soon as reasonably practicable after
the close of the applicable Offering Period, except that the Committee may
determine that such shares shall be held for each Participant’s benefit by a
broker designated by the Committee (unless the Participant has elected that
certificates be issued to him or her). Shares may be registered in the name of
the Participant or jointly in the name of the Participant and his or her spouse
as joint tenants with right of survivorship or as community property.
 
 (f)  Unused
Cash Balances. An
amount remaining in the Participant’s Plan Account that represents the Purchase
Price for any fractional share shall be carried over in the Participant’s Plan
Account to the next Offering Period if the Participant is participating in such
next Offering Period, and if not the amount shall be refunded to the Participant
in cash, without interest. Any amount remaining in the Participant’s Plan
Account that represents the Purchase Price for whole shares that could not be
purchased by reason of Subsection (c) above, Section 9(b) or
Section 14(a) shall be refunded to the Participant in cash, without
interest.
 
 (g)  Stockholder
Approval. Any other provision of the Plan notwithstanding, no shares of Stock shall be
purchased under the Plan unless and until the Company’s stockholders have
approved the adoption of the Plan.
 
 SECTION
9  Limitations
On Stock Ownership .
 
 (a)  Five
Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted
a right to purchase Stock under the Plan if such Participant, immediately after
his or her election to purchase such Stock, would own stock possessing more than
5% of the total combined voting power or value of all classes of stock of the
Company or any parent or Subsidiary of the Company. For purposes of this
Subsection (a), the following rules shall apply:
 
 (i)  Ownership
of stock shall be determined after applying the attribution rules of
section 424(d) of the Code;
 
 (ii)  Each
Participant shall be deemed to own any stock that he or she has a right or
option to purchase under this or any other plan; and
  
  
 (iii)  Each
Participant shall be deemed to have the right to purchase up to the maximum
number of shares of Stock that may be purchased by a Participant under this Plan
under the individual limit specified in Section 8(c).
 
 (b)  Dollar
Limit. Any other provision of the Plan notwithstanding, no Participant shall purchase
Stock with a Fair Market Value in excess of the following
limit:
 
 Any other
provision of the Plan notwithstanding, no Participant shall purchase Stock with
a Fair Market Value in excess of $25,000 per calendar year (under this Plan and
all other employee stock purchase plans of the Company or any parent or
Subsidiary of the Company).
 
 For
purposes of this Subsection (b), the Fair Market Value of Stock shall be
determined in each case as of the beginning of the Offering Period in which such
Stock is purchased. Employee stock purchase plans not described in
section 423 of the Code shall be disregarded. If a Participant is precluded
by this Subsection (b) from purchasing additional Stock under the Plan, then his
or her employee contributions shall automatically be discontinued and shall
resume at the beginning of the earliest Offering Period ending in the next
calendar year provided he or she then is an Eligible Employee and provided
further that he or she has not withdrawn from the Plan pursuant to Section
6(a).
 
 SECTION
10  Rights
Not Transferable .
 
 The
rights of any Participant under the Plan, or any Participant’s interest in any
Stock or moneys to which he or she may be entitled under the Plan, shall not be
transferable by voluntary or involuntary assignment or by operation of law, or
in any other manner other than by beneficiary designation or the laws of descent
and distribution. If a Participant in any manner attempts to transfer, assign or
otherwise encumber his or her rights or interest under the Plan, other than by
beneficiary designation or the laws of descent and distribution, then such act
shall be treated as an election by the Participant to withdraw from the Plan
under Section 6(a).
 
 SECTION
11  No
Rights As An Employee
 
 Nothing
in the Plan or in any right granted under the Plan shall confer upon the
Participant any right to continue in the employ of a Participating Company for
any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Participating Companies or of the Participant, which
rights are hereby expressly reserved by each, to terminate his or her employment
at any time and for any reason, with or without cause.
 
 Section
12  No
Rights As A Stockholder .
 
 A
Participant shall have no rights as a stockholder with respect to any shares of
Stock that he or she may have a right to purchase under the Plan until such
shares have been purchased on the last day of the Offering Period.
 
 Section
13  Securities
Law Requirements . Shares of Stock shall not be issued under the Plan unless the issuance and
delivery of such shares comply with (or are exempt from) all applicable
requirements of law, including (without
  
  limitation)
the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, state securities laws and regulations, and the regulations of any
stock exchange or other securities market on which the Company’s securities may
then be traded.
 
 SECTION
14  Stock
Offered Under The Plan .
 
 (a)  Authorized
Shares. The maximum aggregate number of shares of Stock available for purchase under the
Plan is two million shares (2,000,000) shares, plus an annual increase to be
added on the first day of each of the Company’s fiscal years beginning in 2001
through 2010 equal to the lesser of (i) one million five hundred thousand
(1,500,000) shares, (ii) 2% of the outstanding shares on such date or (iii) a
lesser amount determined by the Board. The aggregate number of shares available
for purchase under the Plan shall at all times be subject to adjust-ment
pursuant to Section 14.
 
 (b)  Antidilution
Adjustments. The aggregate number of shares of Stock offered under the Plan, the share
limitation described in Section 8(c) and the price of shares that any
Participant has elected to purchase shall be adjusted proportionately by the
Committee for any increase or decrease in the number of outstanding shares of
Stock resulting from a subdivision or consolidation of shares or the payment of
a stock dividend, any other increase or decrease in such shares effected without
receipt or payment of consideration by the Company, the distribution of the
shares of a Subsidiary to the Company’s stockholders or a similar
event.
 
 (c)  Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to the
effective time of a Corporate Reorganization, the Offering Period then in
progress shall terminate and shares shall be purchased pursuant to
Section 8, unless the Plan is assumed by the surviving corporation or its
parent corporation pursuant to the plan of merger or consolidation. The Plan
shall in no event be construed to restrict in any way the Company’s right to
undertake a dissolution, liquidation, merger, consolidation or other
reorganization.
 
 SECTION
15  Amendment
Or Discontinuance .
 
 The Board
shall have the right to amend, suspend or terminate the Plan at any time and
without notice. Except as provided in Section 14, any increase in the
aggregate number of shares of Stock to be issued under the Plan shall be subject
to approval by a vote of the stockholders of the Company. In addition, any other
amendment of the Plan shall be subject to approval by a vote of the stockholders
of the Company to the extent required by an applicable law or
regulation.
  
  
 SECTION
16  Execution .
 
 To record
the amendment and restatement of the Plan by the Board effective April 30,,
2005, the Company has caused its authorized officer to execute the
same.
 **WEBEX
      COMMUNICATIONS, INC.**Date: March 31,
2005
    By:
    /s/ Subrah S.
  IyarSubrah
      S. IyarChief
      Executive Officer