Exhibit 4.11


 


FOURTH AMENDMENT TO  SEGUE SOFTWARE, INC.


1996 EMPLOYEE STOCK PURCHASE PLAN


 


A.                                   The
SEGUE SOFTWARE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN (the “Plan”), is hereby
amended:


 


1.             In paragraph 3 by deleting the
entire subparagraph (b) and inserting in place thereof the following
subparagraph:


 


“(b)         Any provisions of the
Plan to the contrary notwithstanding, no Employee shall be granted an option
under the Plan (i) if, immediately after the grant, such Employee (or other
person whose stock would be attributed to such Employee pursuant to Section
424(d) of the Code) would own stock 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 of any Subsidiary of the
Company, or (ii) which permits his or her rights to purchase stock under all
employee stock purchase plans (described in Section 423 of the Code) of the
Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) of fair market value of such stock (determined at the time
such option is granted) for each calendar year in which such option is
outstanding at any time.  The foregoing
sentence shall be interpreted so as to comply with Section 423(b)(8) of the
Code and shall be applied by taking options into account in the order they were
granted.  Any option granted under the
Plan shall be deemed to be modified to the extent necessary to satisfy this
subparagraph (b).”


 


2.             In paragraph 6 by deleting the
entire subparagraph (c) and inserting in place thereof the following
subparagraph:


 


“(c)         Notwithstanding the
foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code
and paragraph 3(b) herein, the Company may reduce a participant’s payroll
deductions to zero percent (0%) at any time during any Offering Period.  Payroll deductions shall recommence at the
rate provided in such participant’s most recent effective subscription
agreement at the beginning of the next Offering Period, unless terminated by
the participant as provided in paragraph 10.”


 


3.             In paragraph 24 by deleting the
entire paragraph and inserting in place thereof the following paragraph:


 


“24.         Term of Plan.  The Plan became effective upon its adoption
by the Board of Directors in February 1996 and was subsequently amended (i)
upon approval of the Board in February 1998 and the stockholders of the Company
in June 1998, (ii) upon approval of the


 

















 


Board in March 2000 and the
stockholders of the Company in June 2000, and (iii) upon approval of the Board
in March 2001 and the stockholders of the Company in June 2001.  The Plan shall continue in effect for a term
of twenty years from the most recent amendment unless sooner terminated under
paragraph 19.”


 


4.             By inserting the following
paragraph 27 immediately after paragraph 26:


 


“27.         Tax Withholding.  Participation in the Plan is subject to any
minimum required tax withholding on income of the Employee in connection with
the Plan.  Each Employee agrees, by
entering the Plan, that the Company and its Subsidiaries shall have the right
to deduct any such taxes from any payment of any kind otherwise due to the
Employee, including shares issuable under the Plan.”


 


B.                                     The
effective date of this Fourth Amendment shall be June 8, 2001.


 


C.                                     Except
as expressly amended hereby, the Plan remains in full force and effect in
accordance with its terms.