S-8










Exhibit 4.2  


AUDIOCODES LTD.

2001 EMPLOYEE STOCK PURCHASE PLAN

GLOBAL NON-U.S. 



(Amended and Restated
as of July 19, 2007) 



    1.        Purpose.
The purpose of the Plan is to provide Employees of the Company           and its
Subsidiaries with an opportunity to purchase Ordinary Shares of the           Company
through accumulated payroll deductions.  



    2.        Definitions.  



		    (a)        “Board” shall
mean the Board of Directors of the Company.  







		    (b)        “Code” shall
mean the relevant tax legislation, as amended from           time to time.  







		    (c)        “Company” shall
mean AudioCodes Ltd., a company incorporated           under the laws of the State of
Israel, and any successor thereto.  







		    (d)        “Compensation” shall
mean the total compensation paid in cash           by the Company or a Subsidiary,
including, salaries, wages, bonuses, incentive           compensation, commissions,
overtime pay and shift premiums.           “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.  







		    (e)        “Employee” shall
mean any person on the active employment           payroll of the Company or a
Subsidiary. Any person classified by the Company or           any of its Subsidiaries at
the time services are provided as an independent           contractor or consultant shall
not be eligible to participate in the Plan during           the period which he or she is
so classified even if later retroactively           reclassified as an Employee during
all or any part of such period pursuant to           applicable law or otherwise. For
purposes of the Plan, the employment           relationship shall be treated as
continuing intact while an Employee is on sick           leave or other leave of absence
approved by the Company or a Subsidiary. Where           the period of leave exceeds 90
days and the Employee’s right to           reemployment is not guaranteed either by
statute or by contract, the employment           relationship shall be deemed to have
terminated on the 91st day of such leave           for the purposes of the Plan.  







		    (f)        “Enrollment
Date” shall mean the first day of each Offering           Period.  







		    (g)        “Exercise
Date” shall mean the last day of each Offering Period           or, if such day
is within a quiet period pursuant to the Company’s insider           trading policy,
the 15th of the month following the month in which the Offering           Period ended
(15th February for the period ending January and 15th August for           the period
ending July).  



















		    (h)        “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 stock exchange or a           national
market system, including without limitation the NASDAQ Global Select           Market,
the NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ           Stock
Market LLC, its Fair Market Value shall be the closing sales price for           such
stock (or the closing bid, if no sales were reported) as quoted on such
          exchange or system for the last market trading day on the date of such
          determination, as reported in Bloomberg Information Systems, Inc., yahoo.com,
          The Wall Street Journal or such other source as the Board deems reliable, or  







		    (2)        If
the Ordinary Shares are regularly quoted by a recognized securities dealer           but
selling prices are not reported, its Fair Market Value shall be the mean of           the
closing bid and asked prices for the Ordinary Shares on the date of such
          determination, as reported in Bloomberg Information Systems, Inc., yahoo.com,
The Wall Street Journal or such other source as the Board deems reliable,
          or  







		    (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 in a consistent
          manner.  







		    (i)        “Offering
Period” shall mean the period of approximately six           (6) months
commencing (i) on the first Trading Day on or after February           1st of
each year and terminating on the last Trading Day on or prior           to the following
July 31stor (ii) on the first Trading Day on           or after August 1st and
terminating on the last Trading Day on or           prior to the following January 31st.
The duration of the Offering           Periods may be changed pursuant to Section 5 of
the Plan.  







		    (j)        “Ordinary
Shares” shall mean the Ordinary Shares of AudioCodes           Ltd.  







		    (k)        “Plan” shall
mean this AudioCodes 2001 Employee Stock Purchase           Plan Global Non-U.S., as
amended.  







		    (l)        “Purchase
Price” shall mean an amount equal to, the lesser of,           85% of the Fair
Market Value of a share of Ordinary Shares on (i) the Enrollment           Date or (ii)
the Exercise Date; provided, however, that the Purchase Price may           be adjusted
by the Board pursuant to Section 20.  







		    (m)        “Subsidiary” shall
mean (1) a corporation, partnership, joint           venture, or other entity in which
the Company has an ownership interest of at           least 50%, and (2) any corporation,
partnership, joint venture, or other entity           in which the Company holds an
ownership interest of less than fifty percent           (50%) but which, in the
discretion of the Board, is treated as a Subsidiary for           purposes of the Plan.  







		    (n)        “Trading
Day” shall mean a day on which national stock           exchanges and/or the
NASDAQ System are open for trading.  







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    3.        Available
Shares. Subject to adjustment as provided in Section 20, the           maximum number
of Ordinary Shares that may be sold under the Plan shall not           exceed 3,600,000
shares. The Board may cause the Company to purchase previously           issued and
outstanding Ordinary Shares in order to enable the Company to satisfy           its
obligations hereunder. Subject to adjustment pursuant to Section 20 or as
          otherwise determined by the Board prior to the commencement of any Offering
          Period, the maximum number of Ordinary Shares a participant may purchase during
          any Offering Period shall not exceed 25,000 shares.  



    4.        Eligibility.  



		    (a)        Any
Employee who shall be employed by any Subsidiary or, if the Board designates
          the Company as an eligible corporation under the Plan, 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, to the extent that           his
or her rights to purchase stock under all employee stock purchase plans of           the
Company and its Subsidiaries accrues at a rate which exceeds Twenty-Five
          Thousand Dollars (U.S. $25,000) worth of stock (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.  







    5.        Offering
Periods. The Plan shall be implemented by consecutive Offering           Periods. The
Board shall have the power to change the duration of Offering           Periods
(including the commencement dates thereof) with respect to future           offerings
without stockholder approval if such change is announced at least five           (5) days
prior to the scheduled beginning of the first Offering Period to be           affected
thereafter. The first Offering Period of the Plan shall consist of 3           months
only and shall commence on 1st May 2001 and end on 31st July 2001.  



    6.        Participation.  



		    (a)        An
Employee may become a participant in the Plan by completing a subscription
          agreement authorizing payroll deductions in the form of Exhibit A to the 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 11 hereof.  







    7.        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 fifteen percent (15%) of the Compensation
          which he or she receives on each pay day during the Offering Period. Such
          deduction shall be a whole percentage of the participant’s Compensation,
          but not less than 1% or more than 15%.  







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







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		    (c)        A
participant may discontinue his or her participation in the Plan as provided           in
Section 11 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. A
          participant shall make no more than one election to make a participation rate
          change per Offering Period. The Board may, in its discretion, further limit or
          expand 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
Section11           hereof.  







		    (d)        Notwithstanding
the foregoing, to the extent necessary to comply with Section           4(b) hereof, a
participant’s payroll deductions may be decreased to zero           percent (0%) by
the Company at any time during an Offering Period. 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 11 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 are 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 shall not be obligated to, withhold from the
          participant’s compensation the amount necessary for the Company to meet
          applicable withholding obligations.  







    8.        Grant
of Option. On the Enrollment Date of each Offering Period, each           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 the Company’s Ordinary Shares determined           by dividing such
Employee’s payroll deductions (less any applicable taxes)           accumulated
prior to such Exercise Date and retained in the Participant’s           account as
of the Exercise Date by the applicable Purchase Price (subject to any
          adjustment pursuant to Section 20). Exercise of the option shall occur as
          provided in Section 9 hereof, unless the participant has withdrawn pursuant to
          Section 11 hereof. The Option shall expire on the last day of the Offering
          Period.  



    9.        Exercise
of Option. Unless a participant withdraws from the Plan as           provided in
Section 11 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 returned to the participant. During a participant’s
          lifetime, a participant’s option to purchase shares hereunder is
          exercisable only by him or her.  



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    10.        Delivery.
As promptly as practicable after each Exercise Date on which a           purchase of
shares occurs, the Company shall arrange the delivery to each           participant, as
appropriate, the shares purchased upon exercise of his or her           option.  



    11.        Withdrawal.  



		    (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 the Plan. All of the participant’s payroll deductions
          credited to his or her account shall be paid to such participant promptly after
          receipt of notice of withdrawal and such participant’s option for the
          Offering Period shall be automatically terminated, and no further payroll
          deductions for the purchase of shares shall be made for such Offering Period.
If           a participant withdraws from an Offering Period, payroll deductions shall
not           resume at the beginning of the succeeding Offering Period unless the
participant           delivers to the Company a new subscription agreement.  







		    (b)        A
participant’s withdrawal from an Offering Period shall 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.  







    12.        Termination
of Employment. Upon a participant’s ceasing to be an           Employee for any
reason, he or she shall 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 shall           be returned to
such participant or, in the case of his or her death, to the           person or persons
entitled thereto under Section 16 hereof, and such           participant’s
option shall be automatically terminated.  



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



    14.        Stock.  



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







		    (b)        Shares
to be delivered to a participant under the Plan shall be registered in           the name
of the participant or in the name of the participant and his or her           spouse.  







    15.        Administration.
The Plan shall be administered by the Board or a           committee 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 and to
adjudicate all disputed claims filed under the Plan. Every           finding, decision
and determination made by the Board or its committee shall is           final and binding
upon all parties.  



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    16.        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.  







		    (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.  







    17.        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 or the laws of descent           and distribution. 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 11 hereof.  



    18.        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.  



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



    20.        Adjustments
Upon Changes in Capitalization, Dissolution, Liquidation, Merger           or Asset Sale.  



		    (a)        Changes
in Capitalization. Subject to any required action by the           stockholders of
the Company, the maximum number of shares available for sale           under this Plan,
the maximum number of shares each participant may purchase per           Offering Period,
as well as the Purchase Price per share and the number of           shares of Ordinary
Shares covered by each option under the Plan which has not           yet been exercised
shall be proportionately adjusted for any increase or           decrease in the number of
issued shares of Ordinary Shares resulting from a           stock split, reverse stock
split, stock dividend, combination or           reclassification of the Ordinary Shares,
or any other increase or decrease in           the number of shares 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 stock of any class, or securities
convertible into shares of stock           of any class, shall affect, and no adjustment
by reason thereof shall be made           with respect to, the number or price of shares
of Ordinary Shares subject to an           option.  







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		    (b)        Dissolution
or Liquidation. In the event of the proposed dissolution or           liquidation of
the Company, the Offering Period then in progress shall be           shortened by setting
a new Exercise Date (the “New Exercise           Date”), and shall
terminate immediately prior to the consummation of           such proposed dissolution or
liquidation, unless provided otherwise by the           Board. The New Exercise Date
shall be before the date of the Company’s           proposed dissolution or
liquidation. 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 the
participant’s option has been changed to the           New Exercise Date and that
the participant’s option shall be exercised           automatically on the New
Exercise Date, unless prior to such date the           participant has withdrawn from the
Offering Period as provided in           Section 11 hereof.  







		    (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 outstanding option shall be assumed or an           equivalent option
substituted by the successor corporation or a parent or           Subsidiary of the
successor corporation. In the event that the successor           corporation refuses to
assume or substitute for the option, the Offering Period           then in progress shall
be shortened by setting a New Exercise Date. The New           Exercise Date shall be
before the date of the Company’s proposed sale or           merger. 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 the participant’s
option has been changed to the New Exercise Date           and that the participant’s
option shall be exercised automatically on the           New Exercise Date, unless prior
to such date the participant has withdrawn from           the Offering Period as provided
in Section 11 hereof.  







    21.        Amendment
or Termination.  



		    (a)        The
Board may at any time and for any reason terminate or amend the Plan. Except           as
provided in Section 20 hereof, no such termination can affect options
          previously granted, provided that an Offering Period may be terminated by the
          Board on any Exercise Date if the Board determines that the termination of the
          Offering Period or the Plan is in the best interests of the Company and its
          stockholders. Except as provided in Section 20 and Section 21 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
          any applicable law, regulation or stock exchange rule, the Company shall obtain
          shareholder approval in such a manner and to such a degree as required.  







		    (b)        Without
stockholder consent and without regard to whether any participant rights           may be
considered to have been “adversely affected,” the Board 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
          determines in its sole discretion advisable which are consistent with the Plan.  







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    22.        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 stock 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.  



    23.        Term
of Plan. The Plan shall become effective upon the earlier to occur           of its
adoption by the Board or its approval by the stockholders of the Company.           It
shall continue in effect for a term of ten (10) years unless sooner
          terminated under Section 21 hereof.  



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EXHIBIT A 



AUDIOCODES LTD. 



2001 EMPLOYEE STOCK
PURCHASE PLAN 



GLOBAL NON-U.S. 



SUBSCRIPTION AGREEMENT 


	________ Original Application	Enrollment Date: ______________ 
	________ Change in Payroll Deduction Rate
	________ Change of Beneficiary(ies)






     	1.	
          _____________________________________ hereby elects to participate in the
          AudioCodes Ltd. 2001 Employee Stock Purchase Plan Global Non-U.S. (the
          “Employee Stock Purchase Plan” or the “Plan”)
          and subscribes to purchase shares of the AudioCodes Ltd.‘s Ordinary Shares
          in accordance with this Subscription Agreement and the Employee Stock Purchase
          Plan. 


          



     	2.	
          I hereby authorize payroll deductions from each paycheck in the amount of ____%
          of my Compensation on each payday (from 1 to 15%) during the Offering Period in
          accordance with the Employee Stock Purchase Plan. (Please note that no
          fractional percentages are permitted.) 


          



     	3.	
          I understand that said payroll deductions shall be accumulated for the purchase
          of shares of Ordinary Shares at the applicable Purchase Price determined in
          accordance with the Employee Stock Purchase Plan. I understand that if I do not
          withdraw from an Offering Period, any accumulated payroll deductions will be
          used to automatically exercise my option. 


          



     	4.	
          I have received a copy of the complete Employee Stock Purchase Plan. I
          understand that my participation in the Employee Stock Purchase Plan is in all
          respects subject to the terms of the Plan. I understand that my ability to
          exercise the option under this Subscription Agreement is subject to stockholder
          approval of the Employee Stock Purchase Plan. 


          



     	5.	
          Shares purchased for me under the Employee Stock Purchase Plan should be issued
          in the name(s) of (Employee or Employee and Spouse only): ________________________________ . 


          



     	6.	
          I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The
          effectiveness of this Subscription Agreement is dependent upon my eligibility to
          participate in the Employee Stock Purchase Plan. 


          



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     	7.	
          In the event of my death, I hereby designate the following as my
          beneficiary(ies) to receive all payments and shares due me under the Employee
          Stock Purchase Plan: 


          




				
	NAME:  (Please print)	


		(First)	(Middle) 	(Last)            











		
	
	

	Relationship	










		
		

		(Address)







		
	Employee's Social
Security Number:	












		
	Employee's Address: 	







		
		







		
		






		
		








I UNDERSTAND THAT THIS SUBSCRIPTION
AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED
BY ME. 



			
	Dated:	

	


			Signature of Employee




			
			








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EXHIBIT B 



AUDIOCODES LTD. 



2001 EMPLOYEE STOCK
PURCHASE PLAN 



GLOBAL NON-U.S. 



NOTICE OF WITHDRAWAL 



        The
undersigned participant in the Offering Period of the AudioCodes, Ltd. 2001 U.S. Employee
Stock Purchase Plan Global Non U.S. which began on ___________, ______ (the
“Enrollment Date”) hereby notifies the Company that he or she hereby
withdraws from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to his or her
account with respect to such Offering Period. The undersigned understands and agrees that
his or her option for such Offering Period will be automatically terminated. The
undersigned understands further that no further payroll deductions will be made for the
purchase of shares in the current Offering Period and the undersigned shall be eligible to
participate in succeeding Offering Periods only by delivering to the Company a new
Subscription Agreement. 



	 	
Name
and Address of Participant: 






	 	







	 	







	 	










	 	
Signature: 







	 	








			
		Date:	











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