exv10w11






Exhibit 10.11




AMENDED & RESTATED

SMITH MICRO SOFTWARE, INC.

EMPLOYEE STOCK PURCHASE PLAN




(Effective July 30, 2010)



Section 1.    Purpose.




          The Smith Micro Software, Inc. Employee Stock Purchase Plan is intended to provide a method
whereby Employees of the Company will have an opportunity to purchase shares of the Common Stock of
the Company through payroll deductions. It is the intention of the Company that the Plan qualify
as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the Plan
shall be construed so as to extend and limit participation in a manner consistent with the
requirements of that section of the Code.




Section 2.    Definitions.




          2.1     “Board” shall mean the Board of Directors of the Company.




          2.2     “Code” shall mean the Internal Revenue Code of 1986, as amended.




          2.3     “Committee” shall mean the Compensation Committee of the Board, including any successor
committee.




          2.4     “Common Stock” shall mean the common stock of the Company, without par value.




          2.5     “Company” shall mean Smith Micro Software, Inc.




          2.6     “Designated Percentage” shall mean the percentage described in Section 5.2 of the Plan.




          2.7     “Eligible Compensation” shall mean the basic rate of compensation established by the
Company for the services of an Employee, including overtime and merit salary increases paid during
the year, but shall exclude all other forms of compensation, including, by way of illustration and
not limitation, bonuses, commissions, payments in lieu of vacation, all non-regular payments,
payments to health, retirement, unemployment, death, long-term disability (other than short-term
non-occupational illness), or any other similar plan generally classified as a welfare or pension
plan, any special purpose payments such as car or expense allowances, moving expenses, educational
payments, and any other non-basic payments, as such compensation appears on the books and records
of the Company for services rendered to the Company, determined prior to any contractual reductions
related to contributions under a “qualified cash or deferred arrangement” (as determined under
Section 401(k) of the Code and its applicable regulations) or under a “cafeteria plan” (as defined
under Section 125 of the Code and its applicable regulations). The Committee shall have the
authority from time to time to approve the inclusion or deletion of any or all forms of
compensation in or from the definition of, Eligible Compensation and may change the definition on a
prospective basis, subject, however, to Code Section 423(b)(5).






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          2.8     “Employee” shall mean any employee of the Company during the relevant Purchase Period,
including any officer of the Company; provided, that the Committee shall have the authority to
exclude (i) employees who have been employed less than 90 days; (ii) employees whose customary
employment is for not more than five months in any calendar year; and (iii) employees who currently
participate in the Company’s Executive Stock Program.




          2.9     “Offering Date” shall mean the first business day of each Purchase Period.




          2.10   “Fair Market Value” shall mean the closing price of a share of Common Stock in the NASDAQ
on the relevant date, or, if no sale shall have been made on such exchange on that date, the
closing price in the NASDAQ on the last preceding day on which there was a sale.




          2.11   “Participant” shall mean a participant in the Plan as described in Section III of the
Plan.




          2.12   “Plan” shall mean this Smith Micro Software, Inc. Employee Stock Purchase Plan, as
amended from time to time.




          2.13   “Purchase Date” shall mean the last business day of each Purchase Period.




          2.14   “Purchase Period” shall mean a six month period or other period as determined by the
Committee pursuant to Section 4.2.




Section 3.   Eligibility, Participation and Withdrawal.




          3.1     Eligibility. Any Employee employed by the Company on an Offering Date shall be
eligible to participate in the Plan with respect to the Purchase Period commencing on such Offering
Date, and options to purchase Common Stock can be granted only to Employees of the Company. No
Employee may be granted an option under the Plan if immediately after an option is granted the
Employee owns or is considered to own (within the meaning of Code Section 424(d)), shares of
capital stock, including stock which the Employee may purchase by conversion of convertible
securities or under outstanding options granted by the Company, possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company. All Employees who
participate in the Plan shall have the same rights and privileges under the Plan except for
differences which are consistent with Code Section 423(b)(5).




          3.2     Enrollment. An Employee who is eligible to participate in the Plan may become a
Participant beginning with the first payroll date following the commencement of a Purchase Period
by filing, during the enrollment period prior to an applicable Offering Date prescribed by the
Committee, a completed payroll deduction authorization in the manner specified with the Human
Resources Department of the Company.




          3.3     Payroll Deductions.




          (a)     An eligible Employee may authorize payroll deductions at the rate of any whole percentage
of the Employee’s Eligible Compensation, not to exceed 10% or such other percentage as specified by
the Committee prior to the commencement of a Purchase Period. All payroll deductions may be held
by the Company and commingled with its other corporate funds.






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No interest shall be paid or credited to the Participant with respect to such payroll
deductions except where required by local law or as determined by the Committee. A separate
bookkeeping account for each Participant shall be maintained by the Company under the Plan, and the
amount of each Participant’s payroll deductions shall be credited to such account. A Participant
may not make any additional payments into such account.




          (b)     Subject to such limitations, if any, as prescribed by the Committee, a Participant may
prospectively initiate an increase or decrease to his or her rate of payroll deductions for any
Purchase Period in accordance with and by such time as is established under the Company’s then
applicable procedures for changing payroll deductions, which at a minimum shall permit a
Participant to increase or decrease his or her rate of payroll deductions on the first day of any
purchase period by filing a new payroll deduction authorization form with the Company at least 30
days prior to such dates. If a Participant has not followed such procedures to change the rate of
payroll deductions, the rate of payroll deductions shall continue at the originally elected rate
throughout the Purchase Period and future Purchase Periods unless reduced to reflect a change by
the Committee in the maximum permissible rate.




          3.4     Withdrawal.




          (a)     Under procedures established by the Committee, a Participant may discontinue payroll
deductions under the Plan at any time during, or following, a Purchase Period. If a Participant
has not followed such procedures to discontinue the payroll deductions, the rate of payroll
deductions shall continue at the originally elected rate throughout the Purchase Period and future
Purchase Periods unless reduced to reflect a change by the Committee in the maximum permissible
rate.




          (b)     If a Participant discontinues participation during a Purchase Period, his or her
accumulated payroll deductions will be used to purchase shares of the Company’s Common Stock in
accordance with this Plan, but no further payroll deductions will be made from his or her pay
during such Purchase Period or future Purchase Periods; provided, however, a Participant’s
withdrawal will not have any effect upon his or her eligibility to elect to participate in any
succeeding Purchase Period.




          3.5     Termination of Employment. In the event any Participant terminates employment
with the Company for any reason (including death or disability or failure to return to active
employment following a paid leave of absence) prior to the expiration of a Purchase Period, the
Participant’s participation in the Plan shall terminate, and all amounts credited to the
Participant’s account shall be refunded to the Participant.




Section 4.    Offerings.




          4.1     Authorized Shares. The maximum number of shares of Common Stock which may be
issued pursuant to the Plan shall be One Million (1,000,000) shares, subject to adjustment as
provided in Section 7. The shares which may be issued under the Plan may be either authorized but
unissued shares or treasury shares or partly each, or shares purchased on the open market, as
determined from time to time by the Board. If on any Purchase Date the number of shares otherwise
purchasable by Participants is greater than the number of shares then remaining available under the
Plan, the Committee shall allocate the available shares among the






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Participants in such manner as it deems fair and which complies with the requirements of Code
Section 423 for employee stock purchase plans.




           4.2      Purchase Periods. Each Purchase Period shall be determined by the Committee.
Unless otherwise determined by the Committee, (i) the duration of each Purchase Period shall be 6
months, (ii) the first Purchase Period shall commence October 1, 2010, and (iii) subsequent
Purchase Periods shall run consecutively for successive 6-month periods after the termination of
the preceding Purchase Period. The Committee shall have the power to change the commencement date
or duration of future Purchase Periods, without shareholder approval, and without regard to the
expectations of any Participants; provided, that in no event shall the duration of any Purchase
Period exceed five years in the case of a Purchase Period during which the purchase price of any
stock option is stated in terms of a percentage of the Fair Market Value of the Common Stock on the
Purchase Date, or 27 months in the case of a Purchase Period during which the purchase price of any
stock option is stated in terms of a percentage of the Fair Market Value of the Common Stock on the
Offering Date or the Purchase Date. In the event of the proposed liquidation or dissolution of the
Company or a proposed sale of all or substantially all of the stock or assets of the Company or the
merger or consolidation of the Company with or into another corporation, then the Committee may, in
its sole discretion, establish a date on or before the date of consummation of such liquidation,
dissolution, sale, merger or consolidation, which date shall be the ending date of the then current
Purchase Period.




Section 5.     Grant of Options.




           5.1      Grant of Options. On the Offering Date for each Purchase Period, each eligible
Employee who has elected to participate as provided in Section 3.2 shall be granted an option to
purchase the number of shares of Common Stock which may be purchased with the payroll deductions to
be accumulated in an account maintained on behalf of such Employee assuming (i) payroll deductions
throughout the Purchase Period (at a rate to be determined by the Committee) of the Employee’s
Eligible Compensation as of the Offering Date, and (ii) a purchase price equal to the Designated
Percentage (as defined in Section 5.2) of Fair Market Value as of the Offering Date.
Notwithstanding the preceding sentence:





          (a)     The number of shares which may be purchased by any Participant on the first
Purchase Date to occur in any calendar year may not exceed the lesser of (i) the number of
shares determined by dividing $25,000 by the Fair Market Value of a share of Common Stock on
the Offering Date for the Purchase Period ended on such Purchase Date or (ii) a fixed amount
of shares to be determined by the Committee with respect to each calendar year and
applicable to all Participants, which amount shall initially be One Thousand (1,000) shares.




          (b)     The number of shares which may be purchased by a Participant on any subsequent
Purchase Date in the same calendar year shall not exceed the number of shares determined by
performing the calculation below:



           Step One: Multiply the number of shares purchased by the Participant on each previous
Purchase Date in the same calendar year by the Fair Market Value of a share of Common Stock on the
Offering Date for the Purchase Period ended on such Purchase Date.







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          Step Two: Subtract the amount(s) determined in Step One from $25,000.




          Step Three: Divide the remainder amount determined in Step Two by the Fair Market Value of a
share of Common Stock on the Offering Date for the Purchase Period ending on the Purchase Date for
which the calculation is being performed. The quotient thus obtained is the maximum number of
shares which may be purchased by the Participant on such Purchase Date, subject to a lesser maximum
number of shares which may be fixed from time to time by the Committee with respect to each
calendar year and applicable to all Participants, which amount shall initially be One Thousand
(1,000) shares.




          5.2     Purchase Price. The option price of each option shall be 85% (the “Designated
Percentage”) of the Fair Market Value on the Purchase Date on which the Common Stock is purchased.
Notwithstanding the foregoing sentence, the Committee may change the Designated Percentage with
respect to any future Purchase Period, but not below 85%, and the Committee may determine with
respect to any prospective Purchase Period that the option price shall be the Designated Percentage
of the lower of (i) the Fair Market Value of the Common Stock on the Offering Date on which an
option is granted, or (ii) the Fair Market Value of the Common Stock on the Purchase Date on which
the Common Stock is purchased.




          5.3     $25,000 Limitation. Notwithstanding any other provision of the Plan to the
contrary, no Employee participating in the Plan shall be granted an option which permits the
Employee’s rights to purchase Common Stock under the Plan and all Code Section 423 employee stock
purchase plans of the Company to accrue at a rate which exceeds $25,000 in Fair Market Value of
Common Stock (determined at the time such option is granted) for each calendar year in which such
option is outstanding at any time. The preceding sentence shall be interpreted so as to comply
with Code Section 423(b)(8).




Section 6.    Exercise and Delivery.




          6.1     Automatic Exercise. Subject to Section 3.5 and the limitation of Section 5.1, on
each Purchase Date, a Participant’s option shall be exercised automatically for the purchase of
that number of full and fractional shares of Common Stock which the accumulated payroll deductions
credited to the Participant’s account at that time shall purchase at the applicable price specified
in Section 5.2. All fees associated with the purchase of shares will be paid by the Company.




          6.2     Payment. The Company shall retain the amount of payroll deductions used to
purchase Common Stock as full payment for the Common Stock, and the Common Stock shall then be
fully paid and non-assessable. No Participant shall have any voting, dividend, or other
shareholder rights with respect to shares subject to any option granted under the Plan until the
shares subject to the option have been purchased and delivered to the Participant as provided in
this Section 6.




          6.3     Delivery. Unless and until otherwise determined by the Committee, all shares
purchased under the Plan shall be deposited, in book-entry form or otherwise, directly to an
account established in the name of the Participant. Upon the exercise of an option on each
Purchase Date, the Company shall deliver (by electronic or other means) to the Participant a record
of the Common Stock purchased. The Committee may require that shares purchased






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under the Plan be retained for a designated period of time (and may restrict dispositions
during that period) and/or may establish other procedures to permit tracking of disqualifying
dispositions of such shares or to restrict transfer of such shares.




          6.4     Transferability. Options granted to Participants may not be voluntarily or
involuntarily assigned, transferred, pledged, or otherwise disposed of in any way, and during the
Participant’s lifetime may be exercised only by the Participant. Any attempted assignment,
transfer, pledge, or other disposition shall be null and void and without effect. If a Participant
in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest
under the Plan, other than as permitted by the Code, such act shall be treated as an election by
the Participant to discontinue participation in the Plan pursuant to Section 3.4.




Section 7.    Adjustments.




          If a dividend or other distribution shall be declared upon the Common Stock payable in shares
of the Common Stock, the number of shares of the Common Stock then subject to any outstanding stock
options, the number of shares of the Common Stock subject to the share limit provided herein and
the number of shares which may be issued under the Plan but are not then subject to outstanding
stock options shall be adjusted by adding thereto the number of shares of the Common Stock which
would have been distributable thereon if such shares had been outstanding on the date fixed for
determining the shareholders entitled to receive such stock dividend or distribution.




          Subject to the Board’s ability to terminate the Plan pursuant to Section 9 and the Committee’s
discretion to terminate a Purchase Period pursuant to Section 4.2, if the outstanding shares of the
Common Stock shall be changed into or exchangeable for a different number or kind of shares of
stock or other securities of the Company or another corporation, whether through reorganization,
reclassification, recapitalization, stock split-up, combination of shares, merger or consolidation,
then there shall be substituted for each share of the Common Stock which may be issued under the
Plan but which is not then subject to any outstanding stock option, the number and kind of shares
of stock or other securities into which each outstanding share of the Common Stock shall be so
changed or for which each such share shall be exchangeable.




          In case of any adjustment or substitution as provided for in this Section 7, the Committee
shall equitably adjust the formula for determining the Purchase Price of outstanding stock options
in accordance with the requirements of Sections 423 and 424 of the Code.




          If any adjustment or substitution provided for in this Section 7 requires the approval of
shareholders in order to enable the Company to grant stock options under the Plan, then no such
adjustment or substitution shall be made without the required shareholder approval.
Notwithstanding the foregoing, if the effect of any such adjustment or substitution would be to
cause any outstanding option granted under the Plan to fail to continue to qualify as an option
subject to Sections 421 and 423 of the Code or to cause a modification, extension or renewal of
such option within the meaning of Section 424 of the Code, the Committee may elect that such
adjustment or substitution not be made but rather shall use reasonable efforts to effect such other
adjustment of each then outstanding stock option as the Committee, in its discretion, shall deem






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equitable and which will not result in any disqualification, modification, extension or
renewal (within the meaning of Section 424 of the Code) of such outstanding stock option.




Section 8.    Administration.




          8.1      Authority of Committee. The Committee will have the authority and responsibility
for the administration of the Plan. The Committee may delegate to one or more individuals or
committees the day-to-day administration of the Plan. The Committee, or its delegate, shall have
full power and authority to promulgate any rules and regulations which it deems necessary for the
proper administration of the Plan, to interpret the provisions and supervise the administration of
the Plan, to make factual determinations relevant to Plan entitlements and to take all action in
connection with administration of the Plan as it deems necessary or advisable. Decisions of the
Committee shall be final and binding upon all Participants. Any decision reduced to writing and
signed by all of the members of the Committee shall be fully effective, as if it had been made at a
meeting of the Committee duly held. The Company shall pay all expenses incurred in the
administration of the Plan. No Board or Committee member shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted hereunder.




          8.2      Reports. Individual accounts will be maintained for each Participant in the Plan.
Statements of account will be given to Participants at least annually, within such time as the
Committee may reasonably determine, which statements will set forth the amounts of payroll
deductions, the purchase price, and the number of shares purchased.




Section 9.    Amendment or Termination of the Plan.




          The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the
Plan, or revise or amend it in any respect whatsoever without shareholder approval except as may be
required by the rules of any stock exchange on which the Common Stock is listed and, without
approval of the shareholders, no such revision or amendment shall (a) increase the number of shares
subject to the Plan, other than an adjustment under Section 7 of the Plan, or (b) materially modify
the requirements as to eligibility for participation in the Plan except as otherwise specified in
this Plan.




Section 10.   Miscellaneous.




          10.1     Compliance with Legal and Exchange Requirements. The Company shall not be under
any obligation to issue Common Stock upon the exercise of any option unless and until the Company
has determined that: (i) it and the Participant have taken all actions required to register the
Common Stock under the Securities Act of 1933, or to perfect an exemption from the registration
requirements thereof; (ii) any applicable listing requirement of any stock exchange on which the
Common Stock is listed has been satisfied; and (iii) all other applicable provisions of state,
federal and applicable foreign law have been satisfied.




          10.2     Governmental Approvals. This Plan and the Company’s obligation to sell and
deliver shares of its stock under the Plan in any jurisdiction shall be subject to the approval of
any governmental authority required in connection with the Plan or the authorization, issuance,
sale, or delivery of stock hereunder in such jurisdiction.







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          10.3     No Enlargement of Employee Rights. Nothing contained in this Plan shall be
deemed to give any Employee the right to be retained in the employ of the Company or to interfere
with the right of the Company to discharge any Employee at any time. It is not intended that any
rights or benefits provided under this Plan shall be considered part of normal or expected
compensation for purposes of calculating any severance, resignation, end of service payments,
bonuses, long service awards, pension, retirement or similar payments.




          10.4     Governing Law. This Plan shall be governed by the laws of the State of Delaware
(without regard to conflicts of laws thereof) and applicable Federal law.




          10.5     Effective Date. This Plan shall be effective as of April 29, 2010, the date of
its effective adoption by the Board, provided that on or prior to April 28, 2011, such adoption of
the Plan by the Board must be approved by the affirmative vote of the holders of at least a
majority of the shares of Common Stock represented in person or by proxy and entitled to vote at a
duly called and convened meeting of such holders.







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