**Exhibit 10.1**

 

RADVIEW SOFTWARE LTD.

EMPLOYEE SHARE PURCHASE PLAN

 

# **1.**            Purpose.  The purpose of the RadView Software Ltd. Employee Share PurchasePlan is to provide Eligible Employees of the Company and its Subsidiaries witha means to acquire Ordinary Shares through payroll deductions.  The Plan is intended to qualify as an“employee stock purchase plan” under Section 423 of the Code and shall beinterpreted and construed accordingly.

 

# **2. **         Definitions.  For purposes of the Plan, the following terms have the followingmeanings:

## **(a)**          “Account” shall mean the bookkeeping account established in the name ofeach Participant to reflect the payroll deductions made on behalf of theParticipant.

## **(b)**         “Board” shall mean the Board of Directors of the Company.

## **(c)**          “Code” shall mean the Internal Revenue Code of 1986, as amended.

## **(d)**         “Committee” shall mean the committee appointed to administer the Plan inaccordance with Section 4 or, if no such committee is duly constituted orappointed, the Board.

## **(e)**          “Company” shall mean RadView Software Ltd., an Israeli corporation, andany successor thereto.

## **(f)**            “Compensation” shall mean the base compensation paid by the Company or aSubsidiary to a Participant excluding any bonuses, overtime pay, severance,sick leave, expense and relocation allowances, gains from the exercise of stockoptions and other irregular payments (except commissions).

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

### *(i)*          theEmployee does not immediately after the grant, directly or indirectly, ownstock (as defined by the Code) and/or hold outstanding options to purchasestock possessing five percent (5%) or more of the total combined voting poweror value of all classes of stock of the Company or any “parent corporation” or“subsidiary corporation” (within the meaning of Section 424(e) and (f) of theCode) of the Company;

### *(ii)*          theEmployee’s customary employment is for twenty (20) hours or more per week (orsuch lesser number of hours established by the Committee on a uniform andnondiscriminatory basis);

### *(iii)*       solelyto the extent provided by the Committee in connection with the Offering Period,the Employee has been employed by the Company or any of its Subsidiaries for aperiod of not less than two (2) years (or such lesser period established by theCommittee on a uniform and nondiscriminatory basis); and

### *(iv)*      solelyto the extent provided by the Committee in connection with the Offering Period,the Employee customarily works a minimum of five (5) months per year (or suchlesser number of months established by the Committee on a uniform andnondiscriminatory basis).

Ifthe Committee permits any Eligible Employee of a Subsidiary to participate inthe Plan during an Offering Period, then all Eligible Employees of thatSubsidiary shall also be permitted to participate in the Plan during suchOffering Period.  The Committee may alsodetermine that a designated group of “highly compensated employees” (within themeaning of Section 414(q) of the Code) are ineligible to participate in thePlan during an Offering Period.

## **(h)**         “Employee” shall mean any person on the active employment payroll of theCompany or any of its Subsidiaries.  Anyperson classified by the Company or any of its Subsidiaries at the timeservices are provided as an independent contractor or consultant shall not beeligible to participate in the Plan during the period which he or she is soclassified even if later retroactively reclassified as an Employee during allor any part of such period pursuant to applicable law or otherwise.

## **(i)**             “Enrollment Date” shall mean the first day of an Offering Period.

## **(j)**             “Exercise Date” shall mean the last day of an Offering Period.

## **(k)**          “Fair Market Value” for purposes of the Plan, unless otherwise requiredby the Code, shall mean, as of any date, the closing sale price per OrdinaryShare as published by the principal national securities exchange on which theOrdinary Shares are traded on such date or, if there is no sale of OrdinaryShares on such date, the average of the bid and asked prices on such exchangeat the close of trading on such date, or if Ordinary Shares are not listed on anational securities exchange on such date, the last reported trading price or, ifnone, the average of the bid and asked prices in the over-the-counter market atthe close of trading on such date.  Ifthere is no such reported price for the Ordinary Shares for the date inquestion due to the applicable 

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## **stock market not being open for trading, then suchprice on the last preceding date for which such price exists shall bedeterminative of Fair Market Value.**

## **(l)**             “Offering Period” shall mean the three-(3) month period commencing onSeptember 1, 2002 (or such later date as established by the Committee) andending on November 30, 2002, and each successive three-(3) month periodthereafter.  To the extent permittedunder Section 423 of the Code, the Committee shall have the power to change theduration of future Offering Periods and the commencement dates thereof.

## **(m)**       “Ordinary Shares” shall mean the Company’s Ordinary Shares, NIS 0.01 parvalue per share.

## **(n)**         “Participant” shall mean any Eligible Employee for whom an Account ismaintained under the Plan.

## **(o)**         “Plan” shall mean this RadView Software Ltd. Employee Stock PurchasePlan, as amended from time to time.

## **(p)**         “Purchase Price” shall mean, subject to adjustment pursuant to Section 10hereof, eighty-five percent (85%) of the lesser of the Fair Market Value of anOrdinary Share on (i) the Enrollment Date or (ii) the Exercise Date.

## **(q)**         “Subsidiary”shall mean any “subsidiary corporation” of the Company (within the meaning ofSection 424(f) of the Code) that is designated by the Committee as an eligibleSubsidiary under the Plan from time to time.

 

# **3.**               Available Shares.  Subject to adjustment as provided in Section 10, the maximumnumber of Ordinary Shares that may be issued under the Plan shall not exceed1,500,000 shares.  Such shares may beeither authorized and unissued or held by the Company in its treasury.  Subject to applicable law and the Company’sArticles of Association, the Company may satisfy its obligation hereunder bypurchasing previously issued and outstanding Ordinary Shares.  Subject to adjustment pursuant to Section 10or as otherwise determined by the Committee prior to the commencement of anyOffering Period, the maximum number of Ordinary Shares a Participant maypurchase during each  Offering Periodshall not exceed 15,000 shares.

 

# **4.**               Administration.  The Plan shall be administered by the Company’s CompensationCommittee or such other committee appointed by the Board from time totime.  Subject to the provisions of thePlan, the Committee, acting in its sole and absolute discretion, shall havefull power and authority to interpret the provisions of the Plan, to change thetime covered by an Offering Period, to supervise the administration of thePlan, and to take such other action as may be necessary or desirable in orderto carry out the provisions of the Plan. A majority of the members of the Committee shall constitute aquorum.  The Committee may act by thevote of a majority of its members present at a meeting at which there is aquorum or by written consent.  Thedecision of the Committee, including questions of construction, interpretationand administration, shall be final, binding and conclusive on all persons. Nomember of the board of directors or of the Committee shall be liable for anyaction or determination in good faith with respect to the plan.

 

# **5.**               Eligibility and Enrollment.  An Eligible Employee shall become a Participant on the firstEnrollment Date occurring on or after his or her satisfaction of the Plan’seligibility requirements and completion of a Plan enrollment form authorizingpayroll deductions.  Such enrollmentform must be filed with the Company prior to the applicable Offering Period andduring the enrollment period established by the Company.  Payroll deductions for a Participant shallcommence with the first payroll and shall end with the last payroll in theOffering Period to which such authorization is applicable, unless soonerterminated by the Participant in accordance with the provisions hereof.  Notwithstanding any provisions of the Planto the contrary, to the extent required by applicable law, no Participant maybe granted the right to purchase Ordinary Shares under the Plan if and to theextent that the Participant’s right to purchase stock under all employee stockpurchase plans (within the meaning of Section 423 of the Code) of the Companyor a Subsidiary would accrue at a rate which exceeds US$25,000 in Fair MarketValue (determined at the time of grant) in accordance with the Code for eachcalendar year in which such right is outstanding.

 

# **6.**               Payroll Deduction.  At the time a Participant enrolls in the Plan, he or she mustelect the amount to be deducted from each paycheck during the OfferingPeriod(s) covered by the election, provided that (i) unless otherwisedetermined by the Committee with respect to future Offering Periods, no morethan ten percent (10%) of a Participant’s Compensation may be withheld underthe Plan on any pay date, and (ii) the Committee, acting in its discretion andin a uniform and nondiscriminatory manner, may establish a minimum requiredamount or percentage of Compensation which must be withheld during an OfferingPeriod.  All payroll deductions made 

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# **for a Participant shall becredited to the Participant’s Account. Interest shall not accrue on any amounts credited to a Participant’sAccount.  The rate of a Participant’scontribution, once established, shall remain in effect for all subsequentOffering Periods unless changed by the Participant in writing at such time andin such manner as the Committee may prescribe.**

 

# **7.**               Purchase of Shares.  On each Exercise Date, the amount credited to a Participant’sAccount shall be used to purchase a whole number of Ordinary Shares, the numberof which will be determined by dividing the amount credited to the Participant’sAccount by the Purchase Price per share. Any amount remaining in the Participant’s Account shall be credited tothe Participant’s Account as of the beginning of the next Offering Period. Ifthe total number of Ordinary Shares to be purchased as of an Exercise Date,when aggregated with the Ordinary Shares previously-purchased under the Plan,exceeds the number of shares then authorized for issuance under the Plan, apro-rata allocation of the available shares shall be made among the Participantsbased upon the amounts in their respective Accounts as of the Exercise Date.

 

# **8.**               Discontinuance or Withdrawal;Withholding Changes.

## **(a)**          Discontinuance or Withdrawal.  At any time during an Offering Period, aParticipant may notify the Company that he or she wishes to discontinuecontributions under the Plan.  Thisnotice shall be in writing and shall become effective as soon as practicablefollowing its receipt by the Company.  AParticipant may elect to withdraw all, but not less than all, of the amount ofhis or her Account at any time during an Offering Period, except on theExercise Date with respect to that Offering Period.  If a withdrawal is made during an Offering Period, no furthercontributions shall be permitted during that Offering Period by the withdrawingParticipant.

## **(b)**         Withholding Changes.  At any time during an Offering Period, aParticipant may increase or decrease the rate of his or her payroll deductionsby completing or filing with the Company a new enrollment form authorizing achange in payroll deduction rate.  TheCommittee may, in its discretion, limit the number of payroll deduction ratechanges during any Offering Period.  Thechange in rate shall be effective as soon as practicable following theCompany’s receipt of the new enrollment form.

## **(c)**          Termination of Employment.  Any Participant whose employment with theCompany and its Subsidiaries is terminated for any reason before an ExerciseDate shall thereupon cease being a Participant.  The total amount credited to the Participant’s Account during theOffering Period shall be returned to the Participant or, in the case of adeceased Participant, to the Participant’s beneficiary, as soon as practicableafter the Participant’s termination of employment.

 

# **9.**               Rights as a Shareholder.  No Ordinary Shares shall be issued under the Plan until fullpayment therefor has been made.  AParticipant shall have no rights as a shareholder with respect to any shares untilthe date a stock certificate (or its equivalent) for such shares is issued tohim or her.  Except as otherwisespecifically provided herein, no adjustments shall be made for dividends ordistributions of other rights for which the record date is prior to the datesuch stock certificate (or its equivalent) is issued.

 

# **10.**         Capital Changes; Reorganization;Sale.

## **(a)**          Adjustments Upon Changes in Capitalization.  The maximum number and class ofOrdinary Shares which may be issued under the Plan and purchased by aParticipant, as well as the number and class of Ordinary Shares and the priceper share covered by each right outstanding under the Plan which has not yetbeen exercised, shall be adjusted proportionately or as otherwise appropriateto reflect any increase or decrease in the number of issued Ordinary Sharesresulting from a split-up or consolidation of shares or any like capitaladjustment, or the payment of a stock dividend, and/or to reflect a change inthe character or class of shares covered by the Plan arising from areadjustment or recapitalization.

## **(b)**         Cash, Stock or Other Property for Stock.  Except as otherwise provided inthis Section, in the event of an Exchange Transaction (as defined below), eachParticipant shall be permitted to purchase Ordinary Shares with the balance ofhis or her Account immediately prior to such Exchange Transaction, and anyamount credited to a Participant’s Account which is not used to purchaseOrdinary Shares before the Exchange Transaction shall be distributed to theParticipant.  Notwithstanding the precedingsentence, (i) if, as part of the Exchange Transaction, the shareholders of theCompany receive capital stock of another corporation (“Exchange Stock”) inexchange for their Ordinary Shares (whether or not such Exchange Stock is thesole consideration), and if the Board, in its sole discretion, so directs, thenthe rights of all Participants to 

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## **purchase Ordinary Shares shall be converted intorights to purchase shares of Exchange Stock on an economically equivalentbasis; and (ii) the Board, acting in its discretion, may suspend operation ofthe Plan as of any date that occurs after a contract is made which, ifconsummated, would result in an Exchange Transaction and before the ExchangeTransaction is consummated.**

## **(c)**          Definition of Exchange Transaction.  For purposes hereof, the term“Exchange Transaction” shall mean a merger (other than a merger of the Companyin which the holders of Ordinary Shares immediately prior to the merger havethe same proportionate ownership of Ordinary Shares in the survivingcorporation immediately after the merger), consolidation, acquisition ofproperty or stock, separation, reorganization (other than a merereincorporation or the creation of a holding company), liquidation of theCompany or any other similar transaction or event so designated by the Board inits sole discretion, as a result of which the shareholders of the Companyreceive cash, stock or other property in exchange for or in connection withtheir Ordinary Shares.

## **(d)**         Determination of Board to be Final.  All adjustments under thisSection 10 shall be made by the Board, and its determination as to whatadjustments shall be made, and the extent thereof, shall be final, binding andconclusive.

 

# **11.**         Amendment and Termination.  The Board may amend or terminate the Plan at any time; provided,however, that, except as otherwise provided in Section 10 hereof, any amendmentwhich increases the aggregate number of Ordinary Shares which may be issuedunder the Plan, modifies the corporations or class of corporations whoseemployees are offered options under the Plan or otherwise requires shareholderapproval under applicable law shall be subject to the approval of the Company’sshareholders.

 

# **12.**         Transferability.  The rights of a Participant to purchase Ordinary Shares under thePlan are not assignable or transferable and may only be exercised during theParticipant’s lifetime by the Participant. A Participant may file a written designation of a beneficiary who is toreceive the amount credited to the Participant’s Account in the event of theParticipant’s death during an Offering Period. A Participant’s beneficiary designation may be changed by theParticipant at any time by written notice. In the event of the death of a Participant and in the absence of avalidly designated beneficiary who is living at the time of the Participant’sdeath, the Participant’s estate shall be deemed to be his or her designatedbeneficiary.

 

# **13.**         No Rights Conferred.  Nothing contained in the Plan shall be deemed to give any individualany right to be retained in the employ of the Company and its Subsidiaries orto interfere with the right of the Company and its Subsidiaries to dischargehim or her at any time.

 

# **14.**         Use of Funds.  All payroll deductions received or held by the Company under thePlan may be used by the Company for any corporate purpose, and the Companyshall not be obligated to segregate such payroll deductions.

 

# **15.**         Legal Requirements.  The Committee may impose such other conditions with respect tothe purchase of Ordinary Shares hereunder, including, without limitation, anyconditions relating to the application of federal or state securities lawsand/or any exchange or listing requirements as it may deem necessary oradvisable.

 

# **16.**         Governing Law.  The Plan shall be governed by, and interpreted in accordancewith, the laws of the State of Israel; provided, however, that in the case ofany conflict between the laws of the State of Israel and applicable federallaws of the United States of America, the federal laws of the United States ofAmerica shall govern to the extent necessary to ensure favorable tax treatmentunder Section 423 of the Code.

 

# **17.**         Decisions and Determinations.  Any decision or determination made by the Board pursuant to theprovisions hereof and, except to the extent rights or powers under the Plan arereserved specifically to the discretion of the Board, all decisions anddeterminations of the Committee are final, binding and conclusive.

 

# **18.**         Effective Date.  The Plan shall become effective as of the date of its adoption bythe Board, subject to approval by the Company’s shareholders within twelve (12)months thereafter.

 

 

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