Exhibit 10.5
 BroadSoft, Inc.
 Amended and Restated 2009 Equity Incentive Plan
 Adopted by the Board of Directors: April 29, 2009  Approved by the Stockholders: April 30, 2009  Amended and Restated by the Board of Directors: June 15, 2010  Approved by the Stockholders: June 15, 2010
 Termination Date: April 28, 2019
 1. General.
 (a) Eligible Award Recipients.
 (b) Available Awards.
 (c) Purpose.
 2. Administration.
 (a) Administration by Board.
 (b) Powers of Board.
 (i)
 (ii)
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(iii)
 (iv)
 (v)
 (vi)
 (vii)
 (viii) provided, however
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(ix)
 (x)
 (xi)
 (c) Delegation to Committee.
 (i) General.
 (ii) Section 162(m) and Rule 16b-3 Compliance.
 (d) Delegation to an Officer. provided, however,
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(e) Effect of Boards Decision.
 (f) Arbitration.
 3. Shares Subject to this Plan.
 (a) Share Reserve st st st
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(b) Reversion of Shares to the Share Reserve i.e.
 (c) Incentive Stock Option Limit.
 (d) Section 162(m) Limitation on Annual Grants
 (e) Source of Shares.
 4. Eligibility.
 (a) Eligibility for Specific Stock Awards
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provided, however
 (b) Ten Percent Stockholders
 5. Provisions relating to Options and Stock Appreciation Rights.
 provided, however
 (a) Term.
 (b) Exercise Price.
 (c) Purchase Price for Options.
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(i)
 (ii)
 (iii)
 (iv) provided, however provided further,
 (v)
 (d) Exercise and Payment of a SAR.
 (e) Transferability of Options and SARs.
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(i) Restrictions on Transfer. provided, however
 (ii) Domestic Relations Orders. provided, however
 (iii) Beneficiary Designation.
 (f) Vesting Generally.
 (g) Termination of Continuous Service.
 (h) Extension of Termination Date.
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(i) Disability of Participant.
 (j) Death of Participant.
 (k) Non-Exempt Employees
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(l) Early Exercise.
 6. Provisions of Stock Awards other than Options and SARs.
 (a) Restricted Stock Awards. provided, however
 (i) Consideration
 (ii) Vesting
 (iii) Termination of Participants Continuous Service
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(iv) Transferability
 (v) Dividends.
 (b) Restricted Stock Unit Awards. provided, however,
 (i) Consideration.
 (ii) Vesting.
 (iii) Payment
 (iv) Additional Restrictions.
 (v) Dividend Equivalents.
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(vi) Termination of Participants Continuous Service.
 (c) Performance Awards.
 (i) Performance Stock Awards
 (ii) Performance Cash Awards
 (iii) Board Discretion
 (iv) Section 162(m) Compliance
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(d) Other Stock Awards
 7. Covenants of the Company.
 (a) Availability of Shares.
 (b) Securities Law Compliance. provided, however,
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(c) No Obligation to Notify or Minimize Taxes.
 8. Miscellaneous.
 (a) Use of Proceeds from Sales of Common Stock.
 (b) Corporate Action Constituting Grant of Stock Awards.
 (c) Stockholder Rights.
 (d) No Employment or Other Service Rights.
 (e) Incentive Stock Option $100,000 Limitation.
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(f) Investment Assurances.
 (g) Withholding Obligations. provided, however
 (h) Electronic Delivery
 (i) Deferrals.
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(j) Compliance with Section 409A.
 9. Adjustments upon Changes in Common Stock; Other Corporate Events.
 (a) Capitalization Adjustments
 (i) Reverse Stock Split.
 (ii) Capitalization Adjustments.
 (b) Dissolution or Liquidation
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provided, however
 (c) Corporate Transaction.
 (i) Stock Awards May Be Continued, Assumed or Substituted.
 (ii) Accelerated Vesting of Stock Awards.
 (iii) Termination of Stock Awards.
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(iv) Payment for Stock Awards in Lieu of Exercise.
  (d) Change in Control.
 10. Termination or Suspension of this Plan.
 (a) Plan Term.
 (b) No Impairment of Rights.
 11. Effective Date of Plan.
  12. Choice of Law.
  13. Definitions.
 (a) Affiliate
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(b) Award
 (c) Award Agreement
 (d) Board
 (e) Capitalization Adjustment
 (f) Cause
 (g) Change in Control
 (i)
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Subject Person
 (ii)
 (iii)
 (iv) Incumbent Board provided, however
 provided, however,
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(h) Code
 (i) Committee
 (j) Common Stock
 (k) Company
 (l) Consultant
 (m) Continuous Service provided,
however
 (n) Corporate Transaction
 (i)
 (ii)
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(iii)
 (iv)
 (o) Covered Employee
 (p) Director
 (q) Disability
 (r) Employee
 (s) Entity
 (t) Exchange Act
 (u) Exchange Act Person
 (v) Fair Market Value
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(i)
 (ii)
 (iii)
 (w) Incentive Stock Option
 (x) IPO Date
 (y) Non-Employee Director Regulation S-K
 (z) Nonstatutory Stock Option
 (aa) Officer
 (bb) Option
 (cc) Option Agreement
 (dd) Optionholder
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(ee) Original Effective Date
 (ff) Other Stock Award
 (gg) Other Stock Award Agreement
 (hh) Outside Director
 (ii) Own Owned Owner Ownership
 (jj) Participant
 (kk) Performance Cash Award
 (ll) Performance Criteria
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(mm) Performance Goals
 (nn) Performance Period
 (oo) Performance Stock Award
 (pp) Plan
 (qq) Restricted Stock Award
 (rr) Restricted Stock Award Agreement
 (ss) Restricted Stock Unit Award
 (tt) Restricted Stock Unit Award Agreement
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(uu) Reverse Stock Split
 (vv) Rule 16b-3
 (ww) Securities Act
 (xx) Stock Appreciation Right SAR
 (yy) Stock Appreciation Right Agreement
 (zz) Stock Award
 (aaa) Stock Award Agreement
 (bbb) Subsidiary
 (ccc) Ten Percent Stockholder
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