S-8









Exhibit 4.1  



AUDIOCODES LTD. 



2007 U.S. EMPLOYEE
STOCK PURCHASE PLAN 



    1.       Purpose.
          The purpose of the Plan is to provide Eligible Employees 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 Internal Revenue Code of 1986, as           amended.  







		    (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 (i) the total compensation paid in           cash by the Company or a Subsidiary,
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.  







		    (e)        “Eligible
Employee” shall mean, with respect to an Offering           Period, any Employee
on the Enrollment Date who satisfies each of the following           criteria:  







		    (1)        the
Employee does not immediately after the grant, directly or indirectly, own
          stock (as defined by the Code) and/or hold outstanding options to purchase
stock           possessing five percent (5%) or more of the total combined voting power
or value           of all classes of stock of the Company or any Subsidiary;  







		    (2)        the
Employee’s customary employment is for twenty (20) hours or more per           week
or such lesser number of hours established by the Board on a uniform and
          nondiscriminatory basis; and  







		    (3)        the
Employee customarily works a minimum of five (5) months per year, or such
          lesser number of months established by the Board on a uniform and
          nondiscriminatory basis.  







	 	        If
the Board permits any Eligible Employee of the Company or a Subsidiary to participate in
the Plan during an Offering Period, then all Eligible Employees of the Company or that
Subsidiary shall also be permitted to participate in the Plan during such Offering
Period.  


















		    (f)        “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.  







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







		    (h)        “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).  







		    (i)        “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.  







		    (j)        “Offering
Period” shall mean the six-month period beginning           August 1, 2007 and
ending January 31, 2008, and each subsequent six-month period           (beginning
February 1 or August 1, as the case may be). The duration of the           Offering
Periods may be changed pursuant to Section 5 of the Plan.  







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







		    (l)        “Plan” shall
mean this AudioCodes Ltd. 2007 U.S. Employee Stock           Purchase Plan.  







		    (m)        “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.  







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		    (n)        “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.  







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







    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 2,000,000
(including any Ordinary Shares that become available for sale           under the Plan
pursuant to the last sentence of Section 3 of the Company’s           2001 U.S.
Employee Stock Purchase Plan, as amended as of July 19, 2007). Such           shares may
be either authorized and unissued or held by the Company in its           treasury. 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.  



    4.        Eligibility.  



		    (a)        Any
Eligible 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, an Eligible Employee
          will not be permitted to purchase Ordinary Shares under the Plan in any
calendar           year to the extent that his or her rights to purchase stock under the
Plan           accrues at a rate which exceeds Seventy-Five Thousand Dollars ($75,000)
(or such           other amount as the Board may designate from time to time) worth of
stock (based           upon the fair market value of the shares on the first day of each
Offering           Period that begins during such calendar year).  







    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 if
such change is announced at least five (5) days prior to the           scheduled
beginning of the first Offering Period to be affected thereafter.  



    6.        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 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.  







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    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.  







		    (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 any           limitations
applicable to the Plan, 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, 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.
At           any time, the Company may, but shall not be obligated to, withhold from the
          participant’s compensation (including, without limitation, shares that
          would otherwise be issued in settlement of the exercise by the participant of
          his or her option under the Plan) the amount necessary for the Company to meet
          applicable withholding obligations.  







    8.        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 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.  



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    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, and 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.  



    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 under the
Plan 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.  



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    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.  



    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.  



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    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.  







		    (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 and Section 21 hereof, no amendment may make any
          change in any option theretofore granted which adversely affects the rights of
          any participant. The Board shall not be required to obtain stockholder approval
          of any amendment or the termination of the Plan unless and except to the extent
          necessary to comply with applicable law or stock exchange requirements.  







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		    (b)        Without
limiting the scope of its authority under the Plan and without regard to
          whether any participant rights may be considered to have been “adversely
          affected,” the Board is specifically authorized 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.  







    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 its adoption by the           Board and
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. 



2007 U.S. EMPLOYEE
STOCK PURCHASE PLAN 



SUBSCRIPTION AGREEMENT 


		
		
		
		
		
	_____ Original Application	Enrollment Date: __________ 
	_____ Change in Payroll Deduction Rate
	_____ Change of Beneficiary(ies)






     	1.	
          _____________________________________ hereby elects to participate in the
          AudioCodes Ltd. 2007 U.S. Employee Stock Purchase Plan (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): __________________ . 


          



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     	6.	
          For persons subject to U.S. federal income taxation, I understand that, unless
          the Company determines otherwise, I will realize ordinary income at the time I
          purchase shares under the Plan equal to the difference between the fair market
          value of the shares on the purchase date and the purchase price, and that the
          amount of such income will be subject to withholding taxes. I hereby agree
          that, as a condition  to the purchase of shares under the Plan, the
          Company may withhold from compensation otherwise payable  to me or from
          the shares purchased by me pursuant to the exercise of an option under the Plan
          such  amounts (and/or shares at fair market value) sufficient to satisfy
          any withholding tax liability  associated with such purchase of shares. 


          



     	7.	
          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. 


          



     	8.	
          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. 



2007 U.S. EMPLOYEE
STOCK PURCHASE PLAN 



NOTICE OF WITHDRAWAL 



        The
undersigned participant in the Offering Period of the AudioCodes, Ltd. 2007 U.S. Employee
Stock Purchase Plan 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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