Amendment no. 1 to the Jacada Ltd. 2003 Share Option and Incentive Plan




 Exhibit 4.9 
 AMENDMENT NO. 1 TO THE 
 JACADA LTD. 

2003 SHARE OPTION AND INCENTIVE PLAN 
 THIS AMENDMENT NO. 1 (the “Amendment”) to the JACADA LTD. 2003 SHARE OPTION AND INCENTIVE PLAN (the “Plan”) is made as of this 22 day of December, 2009. 
 Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them under the Plan. 
 WHEREAS, the Company currently maintains a 1999 Share Option and Incentive Plan (the “1999 Plan”), which pursuant to
Section 12 thereof shall terminate on December 31, 2009; and 
 WHEREAS, subject to the requisite approvals of
the Company’s Board of Directors and shareholders, the Company wishes to amend and supplement the Plan such that as of the termination of the 1999 Plan, any then unallocated shares reserved thereunder and any shares or options which shall
otherwise expire, be forfeited, cancelled or terminated pursuant to their terms after termination of the 1999 Plan, shall be returned to the “pool” of reserved shares under the Plan and be again available for grants thereunder, as more
fully set forth herein. 
 NOW, THEREFORE, the Plan is hereby amended and supplemented as follows: 
  

	 	1.	Section 6. Section 6 of the Plan shall be replaced in its entirety with the following section, to read as follows: 

 “SHARES RESERVED FOR 2003 PLAN 
 Subject to adjustment as provided in Paragraph 8 hereof, an initial number of 2,000,000 Ordinary Shares, NIS 0.01 par value per share, of the Company (“Shares”) shall be subject to the
2003 Plan. The Shares subject to the 2003 Plan hereby are reserved for sale for such purpose. Any of such Shares which may remain unsold and which are not subject to outstanding options at the termination of the 2003 Plan shall cease to be reserved
for the purpose of the 2003 Plan, but until termination of the 2003 Plan the Company shall at all times reserve a sufficient number of shares to meet the requirements of the 2003 Plan. Should any Option for any reason expire or be canceled prior to
its exercise or relinquishment in full, the shares theretofore subject to such Option may again be subjected to an Option under the 2003 Plan. 
 In addition, any shares reserved under the Company’s 1999 Share Option and Incentive Plan (the “1999 Plan”), which remain available for grant upon termination of the 1999 Plan or
which shall otherwise expire, be cancelled, terminated or forfeited, in accordance with their terms, at any time after the termination of the 1999 Plan, shall automatically, and without any further action on the part of the Company or any optionee,
be reserved hereunder as “Shares” for purposes of the 2003 Plan (but until termination of the 2003 Plan) and be again available for grants of stock options and other awards hereunder.” 
  

	 	2.	Survival of Provisions. Except as otherwise amended and supplemented hereby, which amendments shall have effect on the entire Plan, the provisions of the
Plan shall remain in full force and effect. This Amendment shall be deemed for all intents and purposes as an integral part of the Plan. 










	 	3.	Governing Law. This Amendment shall be construed and governed in accordance with the laws of the State of Israel, without giving effect to the principles
of conflict of laws.