**Exhibit10.1**

KENEXA CORPORATION2006 EMPLOYEE STOCK PURCHASE PLAN

**1.*    Purpose.***

        TheKenexa Corporation 2006 Employee Stock Purchase Plan (the “Plan”) is intendedto encourage and facilitate the purchase of Shares of the common stock ofKenexa Corporation (the “Company”) by employees of the Company and anyParticipating Companies, thereby providing employees with a personal stake inthe Company and a long range inducement to remain in the employ of the Companyand Participating Companies. It is the intention of the Company that the Planqualify as an “employee stock purchase plan” within the meaning ofSection 423 of the Code.

**2.*    Definitions.***

(a)   “*Account*” means a bookkeeping accountestablished by the Committee on behalf of a Participant to hold PayrollDeductions.

(b)   “*Approved Leave of Absence*” means a leaveof absence that has been approved by the applicable Participating Company insuch a manner as the Board may determine from time to time.

(c)   “*Board*” means the Board of Directors of theCompany.

(d)   “*Business Day*” means a day on whichnational stock exchanges and the NASDAQ System are open for trading.

(e)   “*Code*” means the Internal Revenue Code of1986, as amended.

(f)    “*Committee*” means the Committee appointedpursuant to Section 14 of the Plan.

(g)   “*Company*” means Kenexa Corporation.

(h)   “*Compensation*” means the regular basesalary paid to a Participant by one or more Participating Company during suchindividual’s period of participation in the Plan, plus any pre-tax contributionsmade by the Participant to any cash-or-deferred arrangement that meets therequirements of section 401(k) of the Code or any cafeteria benefitprogram that meets the requirements of section 125 of the Code, now orhereafter established by any Participating Company. The following items ofcompensation shall not be included in Compensation: (i) all overtimepayments, bonuses, commissions (other than those functioning as base salaryequivalents), profit-sharing distributions and other incentive-type paymentsand (ii) any and all contributions (other than contributions subject tosections 401(k) and 125 of the Code) made on the Participant’s behalf by aParticipating Company under any employee benefit or welfare plan now orhereafter established..

(i)    “*Election Form*” means the form acceptableto the Committee which an Employee shall use to make an election to purchaseShares through Payroll Deductions pursuant to the Plan.

(j)    “*Eligible Employee*” means an Employee whomeets the requirements for eligibility under Section 3 of the Plan.

(k)   “*Employee*” means any person, including anofficer, whose wages and other salary is required to be reported by aParticipating Company on Internal Revenue Service Form W-2 for federalincome tax purposes.

(l)    “*Enrollment Date*” means, with respect to agiven Offering Period, a date established from time to time by the Committee orthe Board, which shall not be later than the first day of such Offering Period.

(m)  “*Fair Market Value*” means the closing priceper Share on the principal national securities exchange on which the Shares arelisted or admitted to trading or, if not listed or traded on any such exchange,on the National Market System of the National Association of Securities DealersAutomated Quotation System (“NASDAQ”), or if not listed or traded on any suchexchange or system, the fair market value as reasonably determined by theBoard, which determination shall be in accordance with the standards set forthin Treasury Regulation §1.421-1(e)(2) and shall be conclusive.

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(n)   “*Five Percent Owner*” means an Employee who,with respect to a Participating Company, is described in Section 423(b) ofthe Code.

(o)   “*Offering*” means an offering of Shares toEligible Employees pursuant to the Plan.

(p)   “*Offering Commencement Date*” means thefirst Business Day on or after December 1 or the first Business Day on orafter June 1 of each year.

(q)   “*Offering Period*” means the periodextending from an Offering Commencement Date through the following OfferingTermination Date.

(r)   “*Offering Termination Date*” means theearlier of the last Business Day in the period ending each May 31 andNovember 30 immediately following an Offering Commencement Date.

(s)   “*Option Price*” means, with respect to aparticular Offering Period, an amount equal to 95% of the Fair Market Value perShare determined on the Offering Termination Date, or if such date is not atrading day, then on the next trading day thereafter.

(t)    “*Participant*” means an Employee who meetsthe requirements for eligibility under Section 3 of the Plan and who hastimely delivered an Election Form to the Committee.

(u)   “*Participating Company*” means, asidentified on Schedule A, the Company and subsidiaries of the Company,within the meaning of Section 424(f) of the Code, if any, that areapproved by the Board from time to time in its sole discretion as eligible toparticipate in the Plan.

(v)   “*Payroll Deductions*” means amounts withheldfrom a Participant’s Compensation pursuant to the Plan, as described in Section 5of the Plan.

(w)  “*Plan*” means Kenexa Corporation 2006Employee Stock Purchase Plan, as set forth in this document, and as may beamended from time to time.

(x)   “*Plan Termination Date*” means the earlierof: (1) the Offering Termination Date for the Offering in which themaximum number of Shares specified in Section 4 of the Plan have beenissued pursuant to the Plan; or (2) the date as of which the Board choosesto terminate the Plan as provided in Section 15 of the Plan.

(y)   “*Shares*” means shares of common stock ofthe Company, $.01 par value per Share.

(z)   “*Successor-in-Interest*” means theParticipant’s executor or administrator, or such other person or entity to whomthe Participant’s rights under the Plan shall have passed by will or the lawsof descent and distribution.

(aa) “*Termination Form*” means the formacceptable to the Committee which an Employee shall use to withdraw from anOffering pursuant to Section 8 of the Plan.

**3.*    Eligibilityand Participation.***

(a)*    InitialEligibility.*    Except as provided inSection 3(b) of the Plan, each individual who is an Employee on anOffering Commencement Date shall be eligible to participate in the Plan withrespect to the Offering that commences on that date.

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(b)*    Ineligibility.*    AnEmployee shall not be eligible to participate in the Plan if such Employee:

(1) is a Five Percent Owner;

(2) has not customarily worked more than 20 hoursper week during a 24-consecutive-month period ending on the last day of themonth immediately preceding the effective date of an election to purchaseShares pursuant to the Plan; or

(3) is restricted from participating underSection 3(d) of the Plan.

(c)*    Leaveof Absence.*    An Employee on an Approved Leaveof Absence shall be eligible to participate in the Plan, subject to theprovisions of Sections 5(d) and 8(d) of the Plan. An Approved Leave ofAbsence shall be considered active employment for purposes ofSections 3(b)(2) and 3(b)(3) of the Plan.

(d)*    Restrictionson Participation.*    Notwithstanding anyprovisions of the Plan to the contrary, no Employee shall be granted an optionto participate in the Plan if:

(1) immediately after the grant, such Employee wouldbe a Five Percent Owner; or

(2) such option would permit such Employee’s rights topurchase stock under all employee stock purchase plans of the ParticipatingCompanies which meet the requirements of Section 423(b) of the Code toaccrue at a rate which exceeds $25,000 in fair market value (as determinedpursuant to Section 423(b)(8) of the Code) for each calendar year in whichsuch option is outstanding.

(e)*    Commencementof Participation.*    An Employee who meets theeligibility requirements of Sections 3(a) and 3(b) of the Plan and whoseparticipation is not restricted under Section 3(d) of the Plan shallbecome a Participant by completing an Election Form and filing it with theCommittee on or before the applicable Enrollment Date. Payroll Deductions for aParticipant shall commence on the applicable Offering Commencement Date whenhis or her authorization for Payroll Deductions becomes effective, and shallend on the Plan Termination Date, unless sooner terminated by the Participantpursuant to Section 8 of the Plan. Notwithstanding the foregoing sentence,to the extent necessary to comply with Section 423(b)(8) of the Code andSection 3(d) of the Plan, a Participant’s payroll deductions may bedecreased to zero percent (0%) at any time during an Offering Period; *provided*, that such Payroll Deductionsshall recommence at the rate as provided in such Participant’s Enrollment Format the beginning of the first Offering Period that is scheduled to end in thefollowing calendar year, unless terminated by the Participant as provided inSection 8 of the Plan.

**4.*    SharesPer Offering.***

        ThePlan shall be implemented by a series of Offerings that shall terminate on thePlan Termination Date. Offerings shall be made with respect to Compensationpayable for each Offering Period occurring on or after adoption of the Plan bythe Board and ending with the Plan Termination Date. Shares available for anyOffering shall be the difference between the maximum number of Shares that maybe issued under the Plan, as determined pursuant to Section 10(a) of thePlan, for all of the Offerings, less the actual number of Shares purchased byParticipants pursuant to prior Offerings. If the total number of Shares forwhich options are exercised on any Offering Termination Date exceeds themaximum number of Shares available, the Committee shall make a pro rata allocationof Shares available for delivery and distribution in as nearly a uniform manneras practicable, and as it shall determine to be fair and equitable, and theunapplied Account balances shall be returned to Participants as soon aspracticable following the Offering Termination Date.

**5.*    PayrollDeductions.***

 (a)*    Amountof Payroll Deductions.*    An Eligible Employeewho wishes to participate in the Plan shall file an Election Form (authorizingpayroll deductions) with the Committee prior to the applicable Enrollment Date.

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 (b)*    Participants’Accounts.*    All Payroll Deductions with respectto a Participant pursuant to Section 5(a) of the Plan shall commence onthe first payroll following the Enrollment Date and shall end of the lastpayroll in the Offering Period to which such authorization is applicable,unless sooner terminated by the Participant as provided in Section 8. AllPayroll Deductions will be credited to the Participant’s Account under thePlan. The amounts collected from the Participant shall not be held in anysegregated account or trust fund and may be commingled with the general assetsof the Company and used for general corporate purposes.

 (c)*    Changesin Payroll Deductions.*    A Participant maydiscontinue his participation in the Plan as provided in Section 8(a) ofthe Plan, but no other change can be made during an Offering Period, including,but not limited to, changes in the amount of Payroll Deductions for suchOffering. A Participant may change the amount of Payroll Deductions forsubsequent Offerings by giving written notice of such change to the Committeeon or before the applicable Enrollment Date for such Offering Period.

(d)*    Leaveof Absence.*    A Participant who goes on anApproved Leave of Absence before the Offering Termination Date after havingfiled an Election Form with respect to such Offering may:

(1) withdraw the balance credited to his or herAccount pursuant to Section 8(b) of the Plan;

(2) discontinue contributions to the Plan but remain aParticipant in the Plan through the earlier of (i) the OfferingTermination Date or (ii) the close of business on the 90th day of suchApproved Leave of Absence unless such Employee shall have returned to regularnon-temporary employment before the close of business on such 90th day;

(3) remain a Participant in the Plan during suchApproved Leave of Absence through the earlier of (i) the OfferingTermination Date or (ii) the close of business on the 90th day of suchApproved Leave of Absence unless such Employee shall have returned to regularnon-temporary employment before the close of business on such 90th day, andcontinue the authorization for the Participating Company to make PayrollDeductions for each payroll period out of continuing payments to suchParticipant, if any.

**6.*    Grantingof Options.***

        Oneach Offering Termination Date, each Participant shall be deemed to have beengranted an option to purchase a minimum of one (1) Share and a maximumnumber of Shares that shall be a number of whole Shares equal to the quotientobtained by dividing the balance credited to the Participant’s Account as ofthe Offering Termination Date, by the Option Price.

**7.*    Exerciseof Options.***

(a)*    AutomaticExercise.*    With respect to each Offering, aParticipant’s option for the purchase of Shares granted pursuant toSection 6 of the Plan shall be deemed to have been exercised automaticallyon the Offering Termination Date applicable to such Offering.

(b)*    FractionalShares and Minimum Number of Shares.*    FractionalShares shall not be issued under the Plan. Amounts credited to an Accountremaining after the application of such Account to the exercise of options fora minimum of one (1) full Share shall be credited to the Participant’sAccount for the next succeeding Offering, or, at the Participant’s election,returned to the Participant as soon as practicable following the OfferingTermination Date, without interest.

(c)*    Transferabilityof Option.*    No option granted to a Participantpursuant to the Plan shall be transferable other than by will or by the laws ofdescent and distribution, and no such option shall be exercisable during theParticipant’s lifetime other than by the Participant.

(d)*    Deliveryof Certificates for Shares.*    The Company shalldeliver certificates for Shares acquired on the exercise of options during anOffering Period as soon as practicable following the Offering Termination Date.

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**8.*    Withdrawals.***

 (a)*    Withdrawalof Account.*    A Participant may elect towithdraw the balance credited to the Participant’s Account by providing aTermination Form to the Committee at any time before the Offering TerminationDate applicable to any Offering.

 (b)*    Amountof Withdrawal.*    A Participant may withdrawall, but not less than all, of the amounts credited to the Participant’sAccount by giving a Termination Form to the Committee. All amounts credited tosuch Participant’s Account shall be paid as soon as practicable following theCommittee’s receipt of the Participant’s Termination Form, and no furtherPayroll Deductions will be made with respect to the Participant.

 (c)*    Terminationof Employment.*    Upon termination of aParticipant’s employment for any reason other than death, including terminationdue to disability or continuation of a leave of absence beyond 90 days,all amounts credited to such Participant’s Account shall be returned to theParticipant. In the event of a Participant’s (1) termination of employmentdue to death or (2) death after termination of employment but before theParticipant’s Account has been returned, all amounts credited to suchParticipant’s Account shall be returned to the Participant’sSuccessor-in-Interest.

 (d)*    Leaveof Absence.*    A Participant who is on anApproved Leave of Absence shall, subject to the Participant’s election pursuantto Section 5(d) of the Plan, continue to be a Participant in the Planuntil the earlier of (i) the end of the first Offering ending aftercommencement of such Approved Leave of Absence or (ii) the close ofbusiness on the 90th day of such Approved Leave of Absence unless such Employeeshall have returned to regular non-temporary employment before the close ofbusiness on such 90th day. A Participant who has been on an Approved Leave ofAbsence for more than 90 days shall not be eligible to participate in anyOffering that begins on or after the commencement of such Approved Leave ofAbsence so long as such leave of absence continues.

**9.*    Interest.***

        Nointerest shall be paid or allowed with respect to amounts paid into the Plan orcredited to any Participant’s Account.

**10.*    Shares.***

 (a)*    MaximumNumber of Shares.*    No more than 500,000 Sharesmay be issued under the Plan. Such Shares shall be authorized but unissued orreacquired Shares of the Company, including Shares purchased on the openmarket. The number of Shares available for any Offering and all Offerings shallbe adjusted if the number of outstanding Shares of the Company is increased orreduced by split-up, reclassification, stock dividend or the like. All Sharesissued pursuant to the Plan shall be validly issued, fully paid andnonassessable.

(b)*    Participant’sInterest in Shares.*    A Participant shall haveno interest in Shares subject to an option until such option has beenexercised.

(c)*    Registrationof Shares.*    Shares to be delivered to aParticipant under the Plan shall be registered in the name of the Participant.

(d)*    Restrictions on Exercise.*    TheBoard may, in its discretion, require as conditions to the exercise of anyoption such conditions as it may deem necessary to assure that the exercise ofoptions is in compliance with applicable securities laws.

**11.*    Expenses.***

        TheParticipating Companies shall pay all fees and expenses incurred (excludingindividual Federal, state, local or other taxes) in connection with the Plan.No charge or deduction for any such expenses will be made to a Participant uponthe termination of his or her participation under the Plan or upon 

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thedistribution of certificates representing Shares purchased with his or hercontributions.

**12.*    Taxes.***

        TheParticipating Companies shall have the right to withhold from each Participant’sCompensation an amount equal to all Federal, state, city or other taxes as theParticipating Companies shall determine are required to be withheld by them inconnection with the grant, exercise of the option or disposition of Shares. Inconnection with such withholding, the Participating Companies may make any sucharrangements as are consistent with the Plan as it may deem appropriate,including the right to withhold from Compensation paid to a Participant otherthan in connection with the Plan and the right to withdraw such amount from theamount standing to the credit of the Participant’s Account.

**13.*    Planand Contributions Not to Affect Employment.***

        ThePlan shall not confer upon any Eligible Employee any right to continue in theemploy of the Participating Companies.

**14.*    Administration.***

        ThePlan shall be administered by the Board, which may delegate responsibility forsuch administration to a committee of the Board (the “Committee”). If the Boardfails to appoint the Committee, any references in the Plan to the Committeeshall be treated as references to the Board. The Board, or the Committee, shallhave authority to interpret the Plan, to prescribe, amend and rescind rules andregulations relating to it, and to make all other determinations deemednecessary or advisable in administering the Plan, with or without the advice ofcounsel. The determinations of the Board or the Committee on the mattersreferred to in this paragraph shall be conclusive and binding upon all personsin interest.

**15.*    Amendmentand Termination.***

        TheBoard may terminate the Plan at any time and may amend the Plan from time totime in any respect; *provided, however*,that upon any termination of the Plan, all Shares or Payroll Deductions (to theextent not yet applied to the purchase of Shares) under the Plan shall bedistributed to the Participants, *providedfurther*, that no amendment to the Plan shall affect the right of aParticipant to receive his or her proportionate interest in the Shares or hisor her Payroll Deductions (to the extent not yet applied to the purchase ofShares) under the Plan, and *provided further*,that the Company may seek shareholder approval of an amendment to the Plan ifsuch approval is determined to be required by or advisable under theregulations of the Securities or Exchange Commission or the Internal RevenueService, the rules of any stock exchange or system on which the Shares arelisted or other applicable law or regulation.

**16.*    EffectiveDate.***

        ThePlan shall be effective on July 15, 2006.

**17.*    Governmentand Other Regulations.***

(a)*    In General.*    Thepurchase of Shares under the Plan shall be subject to all applicable laws,rules and regulations, and to such approvals by any governmental agencies asmay be required.

(b)*    Securities Law.*    TheCommittee shall have the power to make each grant under the Plan subject tosuch conditions as it deems necessary or appropriate to comply with thethen-existing requirements of the Securities Act of 1933, as amended, and theSecurities Exchange Act of 1934, as amended, including Rule 16b-3 (or anysimilar rule) of the Securities and Exchange Commission.

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**18.*    Non-Alienation.***

        NoParticipant shall be permitted to assign, alienate, sell, transfer, pledge orotherwise encumber his interest under the Plan prior to the distribution to himof Share certificates. Any attempt at assignment, alienation, sale, transfer,pledge or other encumbrance shall be void and of no effect.

**19.*    Notices.***

        Anynotice required or permitted hereunder shall be sufficiently given only ifdelivered personally, telecopied, or sent by first class mail, postage prepaid,and addressed:

| *If to the Company:* |   | Kenexa Corporation                                 |
|----------------------|--------|----------------------------------------------------|
|                 |   | 650 East  Swedesford Road                          |
|                 |   | 2nd Floor                                     |
|                 |   | Wayne, PA 19087                                    |
|                 |   | Attention:  Employee Stock Purchase Plan Committee |

or any other address provided pursuant to writtennotice.

        *If to the Participant*:    Atthe address on file with the Company from time to time, or to such otheraddress as either party may hereafter designate in writing by notice similarlygiven by one party to the other.

**20.*    Successors.***

        ThePlan shall be binding upon and inure to the benefit of any successor,successors or assigns of the Company.

**21.*    Severability.***

        Ifany part of this Plan shall be determined to be invalid or void in any respect,such determination shall not affect, impair, invalidate or nullify theremaining provisions of this Plan which shall continue in full force andeffect.

**22.*    Acceptance.***

        Theelection by any Eligible Employee to participate in this Plan constitutes hisor her acceptance of the terms of the Plan and his or her agreement to be boundhereby.

**23.*    ApplicableLaw.***

        ThisPlan shall be construed in accordance with the law of the Commonwealth ofPennsylvania, to the extent not preempted by applicable Federal law.

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