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EXHIBIT 10.1    
    


NETWORK ENGINES, INC.  


AMENDED AND RESTATED 2000 EMPLOYEE STOCK PURCHASE PLAN  


        The purpose of this Plan is to provide eligible employees of Network Engines, Inc. (the "Company") and certain of its subsidiaries with opportunities to
purchase shares of the Company's common stock, $.01 par value (the "Common Stock"). One Million Two Hundred and Fifty Thousand (1,250,000) shares of Common Stock in the aggregate have been approved
for this purpose. This Plan is intended to qualify as an "employee stock purchase plan" as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations promulgated thereunder, and shall be interpreted consistent therewith. 


	1.
	Administration. The Plan will be administered by the Company's Board of Directors (the "Board") or by a Committee appointed by the Board
(the "Committee"). The Board or the Committee has authority to make rules and regulations for the administration of the Plan and its interpretation and decisions with regard thereto shall be final and
conclusive.



	2.
	Eligibility. All employees of the Company, including Directors who are employees, and all employees of any subsidiary of the Company (as
defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a "Designated Subsidiary"), are eligible to participate in any one or more of the offerings of
Options (as defined in Section 9) to purchase Common Stock under the Plan provided that:



	(a)
	they
are customarily employed by the Company or a Designated Subsidiary for more than twenty (20) hours a week and for more than five (5) months in a calendar year; and



	(b)
	they
are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below). 






        No
employee may be granted an option hereunder if such employee, immediately after the option is granted, owns five percent (5%) or more of the total combined voting power or value of
the stock of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an
employee, and all stock which the employee has a contractual right to purchase shall be treated as stock owned by the employee. 


	3.
	Offerings. The Company will make one or more offerings ("Offerings") to employees to purchase stock under this Plan. Offerings will
begin each November 15 and May 15, or the first business day thereafter (the "Offering Commencement Dates"). Each Offering Commencement Date will begin a six (6) month period (a
"Plan Period") during which payroll deductions will be made and held for the purchase of Common Stock at the end of the Plan Period. The Board or the Committee may, at its discretion, choose a
different Plan Period of twelve (12) months or less for subsequent Offerings. Notwithstanding anything to the contrary, the first Plan Period shall begin on the first date the Company has filed
an effective registration statement on Form S-8 with the Securities and Exchange Commission for purposes of registering under the Securities Act of 1933 all shares of the Common
Stock issuable under this Plan, and shall end on November 15, 2000.



	4.
	Participation. An employee eligible on the Offering Commencement Date of any Offering may participate in such Offering by completing and
forwarding a payroll deduction authorization form to the employee's appropriate payroll office at least five (5) days prior to the applicable Offering Commencement Date. The form will authorize
a regular payroll deduction from the Compensation received by the employee during the Plan Period. Unless an employee files a new form or withdraws from the Plan, his deductions and purchases will
continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect. The term "Compensation" means the amount of money reportable on the employee's Federal Income Tax
Withholding Statement, excluding overtime, shift premium, incentive or bonus awards, allowances and reimbursements for 








expenses
such as relocation allowances for travel expenses, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items, whether or not shown on the
employee's Federal Income Tax Withholding Statement, but including, in the case of salespersons, sales commissions to the extent determined by the Board or the Committee. 



	5.
	Deductions. The Company will maintain payroll deduction accounts for all participating employees. With respect to any Offering made
under this Plan, an employee may authorize a payroll deduction in any dollar amount up to a maximum of fifteen percent (15%) of the Compensation he or she receives during the Plan Period or such
shorter period during which deductions from payroll are made. Payroll deductions may be at the rate of up to fifteen percent (15%) in increments of one percent (1%). The minimum payroll deduction is
initially one percent (1%) of Compensation and may be revised from time to time by the Board or the Committee. 




        No
employee may be granted an Option (as defined in Section 9) which permits his rights to purchase Common Stock under this Plan and any other employee stock purchase plan (as
defined in Section 423(b) of the Code) of the Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Common Stock (determined at the Offering
Commencement Date of the Plan Period) for each calendar year in which the Option is outstanding at any time. 


	6.
	Deduction Changes. An employee may decrease or discontinue his payroll deduction once during any Plan Period, by filing a new payroll
deduction authorization form. However, an employee may not increase his payroll deduction during a Plan Period. If an employee elects to discontinue his payroll deductions during a Plan Period, but
does not elect to withdraw his funds pursuant to Section 8 hereof, funds deducted prior to his election to discontinue will be applied to the purchase of Common Stock on the Exercise Date (as
defined below).



	7.
	Interest. Interest will not be paid on any employee accounts, except to the extent that the Board or the Committee, in its sole
discretion, elects to credit employee accounts with interest at such per annum rate as it may from time to time determine.



	8.
	Withdrawal of Funds. An employee may at any time prior to the close of business on the last business day in a Plan Period and for any
reason permanently draw out the balance accumulated in the employee's account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted. The employee may not begin
participation again during the remainder of the Plan Period. The employee may participate in any subsequent Offering in accordance with terms and conditions established by the Board or the Committee.



	9.
	Purchase of Shares. On the Offering Commencement Date of each Plan Period, the Company will grant to each eligible employee who is then
a participant in the Plan an option ("Option") to purchase on the last business day of such Plan Period (the "Exercise Date"), at the Option Price hereinafter provided for, the largest number of whole
shares of Common Stock of the Company as does not exceed the number of shares determined by multiplying $2,083 by the number of full months in the Offering Period and dividing the result by the
closing price (as defined below) on the Offering Commencement Date of such Plan Period. 



        The
purchase price for each share purchased will be eighty-five percent (85%) of the closing price of the Common Stock on the Exercise Date. Such closing price shall be
(a) the closing price on any national securities exchange on which the Common Stock is listed, (b) the closing price of the Common Stock on the Nasdaq National Market or (c) the
average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in The Wall Street
Journal. If no sales of Common Stock were made on such a day, the price of the Common Stock for purposes of clauses (a) and (b) above shall be the reported
closing price for the next preceding day on which sales were made. 


        Each
employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his Option at the Option Price on such date and shall be deemed to have
purchased from the Company the number of full shares of Common Stock reserved for the purpose of 










the
Plan that his accumulated payroll deductions on such date will pay for, but not in excess of the maximum number determined in the manner set forth above. 


        Any
balance remaining in an employee's payroll deduction account at the end of a Plan Period will be automatically refunded to the employee, except that any balance which is less than
the purchase price of one share of Common Stock will be carried forward into the employee's payroll deduction account for the following Offering, unless the employee elects not to participate in the
following Offering under the Plan, in which case the balance in the employee's account shall be refunded. 


	10.
	Issuance of Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of
the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in the Company's sole discretion) in the name of a brokerage firm, bank or
other nominee holder designated by the employee. The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book entry registration of shares in lieu of
issuing stock certificates.



	11.
	Rights on Retirement, Death or Termination of Employment. In the event of a participating employee's termination of employment prior to
the last business day of a Plan Period, no payroll deduction shall be taken from any pay due and owing to an employee and the balance in the employee's account shall be paid to the employee or, in the
event of the employee's death, (a) to a beneficiary previously designated in a revocable notice signed by the employee (with any spousal consent required under state law) or (b) in the
absence of such a designated beneficiary, to the executor or administrator of the employee's estate or (c) if no such executor or administrator has been appointed to the knowledge of the
Company, to such other person(s) as the Company may, in its discretion, designate. If, prior to the last business day of the Plan Period, the Designated Subsidiary by which an employee is employed
shall cease to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee shall be deemed to have terminated
employment for the purposes of this Plan.



	12.
	Optionees Not Stockholders. Neither the granting of an Option to an employee nor the deductions from his pay shall constitute such
employee a stockholder of the shares of Common Stock covered by an Option under this Plan until such shares have been purchased by and issued to him.



	13.
	Rights Not Transferable. Rights under this Plan are not transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime only by the employee.



	14.
	Application of Funds. All funds received or held by the Company under this Plan may be combined with other corporate funds and may be
used for any corporate purpose.



	15.
	Adjustment in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, or the
payment of a dividend in Common Stock, the number of shares approved for this Plan, and the share limitation set forth in Section 9, shall be increased proportionately, and such other
adjustment shall be made as may be deemed equitable by the Board or the Committee. In the event of any other change affecting the Common Stock, such adjustment shall be made as may be deemed equitable
by the Board or the Committee to give proper effect to such event.



	16.
	Merger. If the Company shall at any time merge or consolidate with another corporation and the holders of the capital stock of the
Company immediately prior to such merger or consolidation continue to hold at least 80% by voting power of the capital stock of the surviving corporation ("Continuity of Control"), the holder of each
Option then outstanding will thereafter be entitled to receive at the next Exercise Date upon the exercise of such Option for each share as to which such Option shall be exercised the securities or
property which a holder of one share of the Common Stock was entitled to upon and at the time of such merger or consolidation, and the Board or the Committee shall take such steps in connection with
such merger or consolidation as the Board or the Committee shall deem necessary to assure that the provisions of Section 15 shall thereafter be 








applicable,
as nearly as reasonably may be, in relation to the said securities or property as to which such holder of such Option might thereafter be entitled to receive thereunder. 




        In
the event of a merger or consolidation of the Company with or into another corporation which does not involve Continuity of Control, or of a sale of all or substantially all of the
assets of the Company while unexercised Options remain outstanding under the Plan, (a) subject to the provisions of clauses (b) and (c), after the effective date of such transaction,
each holder of an outstanding Option shall be entitled, upon exercise of such Option, to receive in lieu of shares of Common Stock, shares of such stock or other securities as the holders of shares of
Common Stock received pursuant to the terms of such transaction; or (b) all outstanding Options may be cancelled by the Board or the Committee as of a date prior to the effective date of any
such transaction and all payroll deductions shall be paid out to the participating employees; or (c) all outstanding Options may be cancelled by the Board or the Committee as of the effective
date of any such transaction, provided that notice of such cancellation shall be given to each holder of an Option, and each holder of an Option shall have the right to exercise such Option in full
based on payroll deductions then credited to his account as of a date determined by the Board or the Committee, which date shall not be less than ten (10) days preceding the effective date of
such transaction. 


	17.
	Amendment of the Plan. The Board may at any time, and from time to time, amend this Plan in any respect, except that (a) if the
approval of any such amendment by the shareholders of the Company is required by Section 423 of the Code, such amendment shall not be effected without such approval, and (b) in no event
may any amendment be made which would cause the Plan to fail to comply with Section 423 of the Code.



	18.
	Insufficient Shares. In the event that the total number of shares of Common Stock specified in elections to be purchased under any
Offering plus the number of shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the Board or the Committee will allot the shares
then available on a pro rata basis.



	19.
	Termination of the Plan. This Plan may be terminated at any time by the Board. Upon termination of this Plan all amounts in the
accounts of participating employees shall be promptly refunded.



	20.
	Governmental Regulations. The Company's obligation to sell and deliver Common Stock under this Plan is subject to listing on a national
stock exchange or quotation on the Nasdaq National Market (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the
authorization, issuance or sale of such stock.



	21.
	Governing Law. The Plan shall be governed by Delaware law except to the extent that such law is preempted by federal law.



	22.
	Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.



	23.
	Notification upon Sale of Shares. Each employee agrees, by entering the Plan, to promptly give the Company notice of any disposition of
shares purchased under the Plan where such disposition occurs within two (2) years after the date of grant of the Option pursuant to which such shares were purchased.



	24.
	Effective Date and Approval of Shareholders. The Plan shall take effect on March 16, 2000 subject to approval by the
shareholders of the Company as required by Section 423 of the Code, which approval must occur within twelve (12) months of the adoption of the Plan by the Board. 


This Amended and Restated 2000 Employee Stock Purchase Plan:

Adopted by the Board of Directors: March 15, 2005

The original 2000 Employee Stock Purchase Plan:

Adopted by the Board of Directors: March 16, 2000

Approved by the stockholders: May 2000 











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EXHIBIT 10.1