EXHIBIT 10.3





SMARTFORCE





1995 EMPLOYEE SHARE PURCHASE
PLAN





The following constitute the provisions of the Employee Share Purchase Plan of SmartForce.





1.Purpose.    The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Ordinary Shares of the Company through accumulated payroll deductions. It is the intention of the company to have the Plan qualify as an Employee Share Purchase Plan under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.





2.Definitions.





(a) Board shall mean the Board of Directors of the SmartForce.





(b)Code shall mean the Internal Revenue Code of 1986, as amended.





(c)Ordinary Shares shall mean the ordinary shares of the SmartForce.





(d)Company shall mean SmartForce and any Designated Subsidiary of the Company.





(e)Compensation shall mean all base straight time gross earnings, sales commissions and
bonuses, but shall exclude payments for overtime, shift premiums, and other compensation.





(f)  Designated Subsidiaries shall mean the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.





(g)Employee shall mean any individual who is an Employee of the Company for tax purposes
whose customary employment with the Company is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual
is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds ninety (90) days and the individuals right to reemployment is not guaranteed either by statute or by contract, the employment relationship
will be deemed to have terminated on the 91st day of such leave.





(h)Enrollment Date shall mean the first day of each Offering Period.





(i)Exercise Date shall mean the last day of each Offering Period.





(j)Fair Market Value shall mean, as of any date, the value of Ordinary Shares determined as follows:





(1)  If the Ordinary Shares are listed on any established exchange or a national market system, including without limitation the Nasdaq National
Market of the National Association of Securities Dealers, Inc. Automated Quotation (NASDAQ) System, the Fair Market Value of an Ordinary Share shall be the closing sale price of an Ordinary Share (or the mean of the closing bid and asked
prices, if no sales were reported), as quoted on such exchange (or the exchange with the greatest volume of trading in Ordinary Shares) or system on the date of such determination, as reported in The Wall Street Journal or such other source as the
Board deems reliable, or;





(2)  If the Ordinary Shares are quoted on the NASDAQ System
(but not on the Nasdaq National Market thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of an Ordinary Share shall be the mean of the closing bid and asked prices of an
Ordinary Share on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;




1




---




(3)  In the absence of an established market for the
Ordinary Shares, the Fair Market Value thereof shall be determined in good faith by the Board.





(4)  For purposes of the Enrollment Date under the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as set forth in the final Prospectus included within the Registration
Statement on Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Companys Ordinary Shares.





(k)Offering Period shall mean a period of approximately six (6) months, commencing on the first Trading Day on or after May 1 and terminating on the last Trading Day in
the period ending the following October 31, or commencing on the first Trading Day on or after November 1 and terminating on the last Trading Day in the period ending the following April 30, during which an option granted pursuant to the Plan may be
exercised. The first Offering Period shall begin on the effective date of the Companys initial public offering of its Ordinary Shares that are registered with the Securities and Exchange Commission and shall end on the last trading day on or
before October 31, 1995. The duration of Offering Periods may be changed pursuant to Section 4 of this Plan.





(l)  Plan shall mean this Employee Share Purchase Plan.





(m)  Purchase Price shall mean an amount equal to 85% of the Fair Market Value of an Ordinary Share on the Enrollment Date or on the Exercise Date, whichever is lower. In no event shall the Purchase Price
be less than the par value of an Ordinary Share.





(n)Reserves shall
mean the number of Ordinary Shares covered by each option under the Plan which have not yet been exercised and the number of Ordinary Shares which have been authorized for issuance under the Plan but not yet placed under option.





(o)Subsidiary shall mean a corporation, domestic or foreign, of which not less
than fifty percent (50%) of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.





(p)Trading Day shall mean a day on which national exchanges and the NASDAQ System are open
for trading.





3.Eligibility.





(a)  Any Employee (as defined in Section 2(g)), who shall be employed by the Company on a given Enrollment Date shall be eligible to
participate in the Plan.





(b)  Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent, immediately after the grant, such Employee (or any other person whose shares would be attributed to such Employee pursuant to Section 424(d) of the Code) would
own issued capital of the Company and/or hold outstanding options to purchase such shares possessing five percent (5%) or more of the total combined voting power or value of all classes of the issued capital of the Company or of any Subsidiary, or
(ii) to the extent his or her rights to purchase shares under all employee share purchase plans of the Company and its subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of shares (determined at the fair
market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.





4.Offering Periods.    The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1 and
November 1 each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance with Section 19 hereof. The first Offering Period shall begin on the effective date of the Companys initial
public offering of its Ordinary Shares that is registered with the Securities and Exchange Commission. The Board shall have the power to change the duration of Offering Periods(including the commencement dates thereof) with respect to future
offerings without shareholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.




2




---




5.Participation.





(a)  An eligible Employee may become a participant in the Plan by completing a subscription agreement
authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the Companys payroll office prior to the applicable Enrollment Date.





(b)  Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof.





6.Payroll Deductions.





(a)  At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding twenty percent (20%) of the
Compensation which he or she receives on each pay day during the Offering Period.





(b)  All payroll deductions made for a participant shall be credited to his or her account under the Plan and will be withheld in whole percentages only. A participant may not make any additional payments into such account.





(c)  A participant may discontinue his or her participation in the Plan as provided in
Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Board may,
in its discretion, limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Companys receipt of the new
subscription agreement unless the Company elects to process a given change in participation more quickly. A participants subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10
hereof.





(d) Notwithstanding the foregoing, to the extent necessary to comply with Section
423(b)(8) of the Code and Section 3(b) hereof, a participants payroll deductions may be decreased to zero percent (0%) at such time during any Offering Period which is scheduled to end during the current calendar year (the Current
Offering Period) that the aggregate of all payroll deductions which were previously used to purchase shares under the Plan in a prior Offering Period which ended during that calendar year plus all payroll deductions accumulated with respect to
the Current Offering Period equal $21,250. Payroll deductions shall recommence at the rate provided in such participant s subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar
year, unless terminated by the participant as provided in Section 10 hereof.





(e)  At
the time the option is exercised, in whole or in part, or at the time some or all of the Companys Ordinary Shares issued under the Plan is disposed of, the participant must make adequate provision for the Companys federal, state, or
other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Ordinary Shares. At any time, the Company may, but will not be obligated to, withhold from the participants compensation the
amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Ordinary Shares by the
Employee.





7.Grant of Option.    On the Enrollment Date of each
Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Companys
Ordinary Shares determined by dividing such Employees payroll deductions accumulated prior to such Exercise Date and retained in the Participants account as of the Exercise Date by the applicable Purchase Price. In no event shall an
Employee be permitted to purchase during each Offering Period more than a number of Shares determined by dividing $50,000 by the Fair Market Value of a share of the Companys Ordinary Shares on the Enrollment Date. Each such purchase shall be
subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of the




3




---

option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof, and shall expire on the last day of the Offering Period.





8.    Exercise of Option.    Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such participant at the applicable
Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participants account which are not sufficient to purchase a full share shall be
retained in the participant s account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in a participants account after the Exercise Date
shall be returned to the participant. During a participants lifetime, a participants option to purchase shares hereunder is exercisable only by him or her.





9.Delivery.    Shares purchased by a participant upon exercise of his or her option shall, at the election of the
participant, be issued (i) in the name of the participant or the participant and the participants spouse, or (ii) in the name of AIB Custodial Nominees Limited, having its registered office at P.O. Box 518, IFSC, Dublin 1, Ireland, to hold the
shares as nominee and on behalf of the participant and subject to the participants instructions.





10.Withdrawal; Termination of Employment.





(a)  A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the
Company in the form of Exhibit B to this Plan. All of the participants payroll deductions credited to his or her account will be paid to such participant promptly after receipt of notice of withdrawal and such participants option
for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions will not resume at
the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.





(b)  Upon a participants ceasing to be an Employee (as defined in Section 2(g)hereof) for any reason, he or she will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participants account during the Offering Period but not yet used to exercise the option will be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under
Section 14 hereof, and such participants option will be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an
Employee for the participants customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice.





(c)  A participants withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.





11.Interest.     No interest shall accrue on the payroll deductions of a participant in the Plan.





12.Shares.





(a) The maximum number of the Companys Ordinary Shares which shall be made available for sale under the Plan shall be 2,500,000 Ordinary Shares (which
will be represented by 2,500,000 American Depositary Shares), subject to adjustment upon changes in capitalization of the Company as provided in Section 18 hereof. If on a given Exercise Date the number of shares with respect to which options are to
be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be
equitable.




4




---




(b)  The participant will have no interest or voting
right in shares covered by his option until such option has been exercised.





13.  Administration.





(a)  Administrative Body.    The Plan shall be administered
by the Board or a committee of members of the Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties.





(b)  Rule 16b-3 Limitations.    Notwithstanding the provisions of Subsection (a) of
this Section 13, in the event that Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), or any successor provision (Rule 16b-3) provides specific requirements for the administrators
of plans of this type, the Plan shall be administered only by such a body and in such a manner as shall comply with the applicable requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion concerning decisions regarding the Plan
shall be afforded to any committee or person that is not disinterested as that term is used in Rule 16b-3.





14.  Designation of Beneficiary.





(a)  A participant
may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participants account under the Plan in the event of such participants death subsequent to an Exercise Date on which the option is
exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participants account under the Plan in the event of
such participants death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.


(b)  Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participants death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or
if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no
spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.





15.  Transferability.    Neither payroll deductions credited to a participants account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 14 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.





16.  Use of Funds.    All payroll deductions received or held by the Company under the Plan may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.





17.  Reports.    Individual accounts will be maintained for each participant in the Plan. Statements of account will be given to participating Employees at least annually, which statements will
set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.





18.    Adjustments Upon Changes in Capitalization.





(a)  Changes in Capitalization.    Subject to any required action by the shareholders of the Company, the Reserves as well as the price per Ordinary Share covered by each option under the Plan
which has not




5




---

yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Ordinary Shares resulting from a share split, reverse share split, share
dividend, combination or reclassification of the Ordinary Shares, or any other increase or decrease in the number of Ordinary Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been effected without receipt of consideration. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Ordinary Shares
subject to an option.





(b)  Dissolution or Liquidation.    In
the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board.





(c)    Merger or Asset Sale.    In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or
subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period then in progress by setting a new Exercise Date (the
New Exercise Date) or to cancel each outstanding right to purchase and refund all sums collected from participants during the Offering Period then in progress. If the Board shortens the Offering Period then in progress in lieu of
assumption or substitution in the event of a merger or sale of assets, the Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for his option has been changed to the
New Exercise Date and that his option will be exercised automatically on the New Exercise Date, unless prior to such date he has withdrawn from the Offering Period as provided in Section 10 hereof. For purposes of this paragraph, an option granted
under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to purchase or receive, for each share subject to the option immediately prior to the sale of assets or merger, the consideration
(whether shares, cash or other securities or property) received in the sale of assets or merger by holders of Ordinary Shares for each Ordinary Share held on the effective date of the transaction (and if such holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding Ordinary Shares); provided, however, that if such consideration received in the sale of assets or merger was not solely Ordinary Shares of the successor
corporation or its parent (as defined in Section 424(e) of the Code), the Board may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely Ordinary Shares of the
successor corporation or its parent equal in fair market value to the per share consideration received by holders of Ordinary Shares in the sale of assets or merger. The Board may, if it so determines in the exercise of its sole discretion, also
make provision for adjusting the Reserves, as well as the price per Ordinary Share covered by each outstanding option, in the event the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions
of its outstanding Ordinary Shares, and in the event of the Company being consolidated with or merged into any other corporation.





19.  Amendment or Termination.





(a)  The Board of
Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in Section 18 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the
Board of Directors on any Exercise Date if the Board determines that the termination of the Plan is in the best interests of the Company and its shareholders. Except as provided in Section 18 hereof, no amendment may make any change in any option
theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Rule 16b-3 or under Section 423 of the Code (or any successor rule or provision or any other applicable law or regulation), the Company
shall obtain shareholder approval in such a manner and to such a degree as required.




6




---




(b)  Without shareholder consent and without regard to
whether any participant rights may be considered to have been adversely affected, the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during
an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the
Companys processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Ordinary Shares for each
participant properly correspond with amounts withheld from the participants Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with
the Plan.





20.  Notices.    All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.





21.  Conditions Upon Issuance of Shares.    Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only
for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.





22.Term of Plan.    The Plan shall become effective upon the earlier to occur of its adoption by
the Board of Directors or its approval by the shareholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 19 hereof.




7