Exhibit
4.1


KENEXA CORPORATION

2006 EMPLOYEE STOCK PURCHASE PLAN


1.    Purpose.


        The
Kenexa Corporation 2006 Employee Stock Purchase Plan (the “Plan”) is intended
to encourage and facilitate the purchase of Shares of the common stock of
Kenexa Corporation (the “Company”) by employees of the Company and any
Participating Companies, thereby providing employees with a personal stake in
the Company and a long range inducement to remain in the employ of the Company
and Participating Companies. It is the intention of the Company that the Plan
qualify as an “employee stock purchase plan” within the meaning of
Section 423 of the Code.


2.    Definitions.


(a)   “Account” means a bookkeeping account
established by the Committee on behalf of a Participant to hold Payroll
Deductions.


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


(c)   “Board” means the Board of Directors of the
Company.


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


(e)   “Code” means the Internal Revenue Code of
1986, as amended.


(f)    “Committee” means the Committee appointed
pursuant to Section 14 of the Plan.


(g)   “Company” means Kenexa Corporation.


(h)   “Compensation” means the regular base
salary paid to a Participant by one or more Participating Company during such
individual’s period of participation in the Plan, plus any pre-tax contributions
made by the Participant to any cash-or-deferred arrangement that meets the
requirements of section 401(k) of the Code or any cafeteria benefit
program that meets the requirements of section 125 of the Code, now or
hereafter established by any Participating Company. The following items of
compensation shall not be included in Compensation: (i) all overtime
payments, bonuses, commissions (other than those functioning as base salary
equivalents), profit-sharing distributions and other incentive-type payments
and (ii) any and all contributions (other than contributions subject to
sections 401(k) and 125 of the Code) made on the Participant’s behalf by a
Participating Company under any employee benefit or welfare plan now or
hereafter established..


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


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


(k)   “Employee” means any person, including an
officer, whose wages and other salary is required to be reported by a
Participating Company on Internal Revenue Service Form W-2 for federal
income tax purposes.


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


(m)  “Fair Market Value” means the closing price
per Share on the principal national securities exchange on which the Shares are
listed 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 Dealers
Automated Quotation System (“NASDAQ”), or if not listed or traded on any such
exchange or system, the fair market value as reasonably determined by the
Board, which determination shall be in accordance with the standards set forth
in Treasury Regulation §1.421-1(e)(2) and shall be conclusive.











 



 


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


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


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


(q)   “Offering Period” means the period
extending from an Offering Commencement Date through the following Offering
Termination Date.


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


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


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


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


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


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


(x)   “Plan Termination Date” means the earlier
of: (1) the Offering Termination Date for the Offering in which the
maximum number of Shares specified in Section 4 of the Plan have been
issued pursuant to the Plan; or (2) the date as of which the Board chooses
to terminate the Plan as provided in Section 15 of the Plan.


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


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


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


3.    Eligibility
and Participation.


(a)    Initial
Eligibility.    Except as provided in
Section 3(b) of the Plan, each individual who is an Employee on an
Offering Commencement Date shall be eligible to participate in the Plan with
respect to the Offering that commences on that date.



 2
 






 



 


(b)    Ineligibility.    An
Employee 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 hours
per week during a 24-consecutive-month period ending on the last day of the
month immediately preceding the effective date of an election to purchase
Shares pursuant to the Plan; or


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


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


(d)    Restrictions
on Participation.    Notwithstanding any
provisions of the Plan to the contrary, no Employee shall be granted an option
to participate in the Plan if:


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


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


(e)    Commencement
of Participation.    An Employee who meets the
eligibility requirements of Sections 3(a) and 3(b) of the Plan and whose
participation is not restricted under Section 3(d) of the Plan shall
become a Participant by completing an Election Form and filing it with the
Committee on or before the applicable Enrollment Date. Payroll Deductions for a
Participant shall commence on the applicable Offering Commencement Date when
his or her authorization for Payroll Deductions becomes effective, and shall
end on the Plan Termination Date, unless sooner terminated by the Participant
pursuant to Section 8 of the Plan. Notwithstanding the foregoing sentence,
to the extent necessary to comply with Section 423(b)(8) of the Code and
Section 3(d) of the Plan, a Participant’s payroll deductions may be
decreased to zero percent (0%) at any time during an Offering Period; provided, that such Payroll Deductions
shall recommence at the rate as provided in such Participant’s Enrollment Form
at the beginning of the first Offering Period that is scheduled to end in the
following calendar year, unless terminated by the Participant as provided in
Section 8 of the Plan.


4.    Shares
Per Offering.


        The Plan
shall be implemented by a series of Offerings that shall terminate on the Plan
Termination Date. Offerings shall be made with respect to Compensation payable
for each Offering Period occurring on or after adoption of the Plan by the
Board and ending with the Plan Termination Date. Shares available for any
Offering shall be the difference between the maximum number of Shares that may
be issued under the Plan, as determined pursuant to Section 10(a) of the
Plan, for all of the Offerings, less the actual number of Shares purchased by
Participants pursuant to prior Offerings. If the total number of Shares for
which options are exercised on any Offering Termination Date exceeds the
maximum number of Shares available, the Committee shall make a pro rata allocation
of Shares available for delivery and distribution in as nearly a uniform manner
as practicable, and as it shall determine to be fair and equitable, and the
unapplied Account balances shall be returned to Participants as soon as
practicable following the Offering Termination Date.


5.    Payroll
Deductions.


 (a)    Amount
of Payroll Deductions.    An Eligible Employee
who wishes to participate in the Plan shall file an Election Form (authorizing
payroll deductions) with the Committee prior to the applicable Enrollment Date.



 3
 






 



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


 (c)    Changes
in Payroll Deductions.    A Participant may
discontinue his participation in the Plan as provided in Section 8(a) of
the 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 such
Offering. A Participant may change the amount of Payroll Deductions for
subsequent Offerings by giving written notice of such change to the Committee
on or before the applicable Enrollment Date for such Offering Period.


(d)    Leave
of Absence.    A Participant who goes on an
Approved Leave of Absence before the Offering Termination Date after having
filed an Election Form with respect to such Offering may:


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


(2) discontinue contributions to the Plan but remain a
Participant in the Plan through the earlier of (i) the Offering
Termination Date or (ii) the close of business on the 90th day of such
Approved Leave of Absence unless such Employee shall have returned to regular
non-temporary employment before the close of business on such 90th day;


(3) remain a Participant in the Plan during such
Approved Leave of Absence through the earlier of (i) the Offering
Termination Date or (ii) the close of business on the 90th day of such
Approved Leave of Absence unless such Employee shall have returned to regular
non-temporary employment before the close of business on such 90th day, and
continue the authorization for the Participating Company to make Payroll
Deductions for each payroll period out of continuing payments to such
Participant, if any.


6.    Granting
of Options.


        On
each Offering Termination Date, each Participant shall be deemed to have been
granted an option to purchase a minimum of one (1) Share and a maximum
number of Shares that shall be a number of whole Shares equal to the quotient
obtained by dividing the balance credited to the Participant’s Account as of
the Offering Termination Date, by the Option Price.


7.    Exercise
of Options.


(a)    Automatic
Exercise.    With respect to each Offering, a
Participant’s option for the purchase of Shares granted pursuant to
Section 6 of the Plan shall be deemed to have been exercised automatically
on the Offering Termination Date applicable to such Offering.


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


(c)    Transferability
of Option.    No option granted to a Participant
pursuant to the Plan shall be transferable other than by will or by the laws of
descent and distribution, and no such option shall be exercisable during the
Participant’s lifetime other than by the Participant.


(d)    Delivery
of Certificates for Shares.    The Company shall
deliver certificates for Shares acquired on the exercise of options during an
Offering Period as soon as practicable following the Offering Termination Date.



 4
 






 



8.    Withdrawals.


 (a)    Withdrawal
of Account.    A Participant may elect to
withdraw the balance credited to the Participant’s Account by providing a
Termination Form to the Committee at any time before the Offering Termination
Date applicable to any Offering.


 (b)    Amount
of Withdrawal.    A Participant may withdraw
all, but not less than all, of the amounts credited to the Participant’s
Account by giving a Termination Form to the Committee. All amounts credited to
such Participant’s Account shall be paid as soon as practicable following the
Committee’s receipt of the Participant’s Termination Form, and no further
Payroll Deductions will be made with respect to the Participant.


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


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


9.    Interest.


        No
interest shall be paid or allowed with respect to amounts paid into the Plan or
credited to any Participant’s Account.


10.    Shares.


 (a)    Maximum
Number of Shares.    No more than 500,000 Shares
may be issued under the Plan. Such Shares shall be authorized but unissued or
reacquired Shares of the Company, including Shares purchased on the open
market. The number of Shares available for any Offering and all Offerings shall
be adjusted if the number of outstanding Shares of the Company is increased or
reduced by split-up, reclassification, stock dividend or the like. All Shares
issued pursuant to the Plan shall be validly issued, fully paid and
nonassessable.


(b)    Participant’s
Interest in Shares.    A Participant shall have
no interest in Shares subject to an option until such option has been
exercised.


(c)    Registration
of Shares.    Shares to be delivered to a
Participant under the Plan shall be registered in the name of the Participant.


(d)    Restrictions on Exercise.    The
Board may, in its discretion, require as conditions to the exercise of any
option such conditions as it may deem necessary to assure that the exercise of
options is in compliance with applicable securities laws.


11.    Expenses.


        The
Participating Companies shall pay all fees and expenses incurred (excluding
individual 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 upon
the termination of his or her participation under the Plan or upon



 5
 






 



the
distribution of certificates representing Shares purchased with his or her
contributions.


12.    Taxes.


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


13.    Plan
and Contributions Not to Affect Employment.


        The
Plan shall not confer upon any Eligible Employee any right to continue in the
employ of the Participating Companies.


14.    Administration.


        The
Plan shall be administered by the Board, which may delegate responsibility for
such administration to a committee of the Board (the “Committee”). If the Board
fails to appoint the Committee, any references in the Plan to the Committee
shall be treated as references to the Board. The Board, or the Committee, shall
have authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, and to make all other determinations deemed
necessary or advisable in administering the Plan, with or without the advice of
counsel. The determinations of the Board or the Committee on the matters
referred to in this paragraph shall be conclusive and binding upon all persons
in interest.


15.    Amendment
and Termination.


        The
Board may terminate the Plan at any time and may amend the Plan from time to
time in any respect; provided, however,
that upon any termination of the Plan, all Shares or Payroll Deductions (to the
extent not yet applied to the purchase of Shares) under the Plan shall be
distributed to the Participants, provided
further, that no amendment to the Plan shall affect the right of a
Participant to receive his or her proportionate interest in the Shares or his
or her Payroll Deductions (to the extent not yet applied to the purchase of
Shares) under the Plan, and provided further,
that the Company may seek shareholder approval of an amendment to the Plan if
such approval is determined to be required by or advisable under the
regulations of the Securities or Exchange Commission or the Internal Revenue
Service, the rules of any stock exchange or system on which the Shares are
listed or other applicable law or regulation.


16.    Effective
Date.


        The
Plan shall be effective on July 15, 2006.


17.    Government
and Other Regulations.


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


(b)    Securities Law.    The
Committee shall have the power to make each grant under the Plan subject to
such conditions as it deems necessary or appropriate to comply with the
then-existing requirements of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, including Rule 16b-3 (or any
similar rule) of the Securities and Exchange Commission.



 6
 






 



18.    Non-Alienation.


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


19.    Notices.


        Any
notice required or permitted hereunder shall be sufficiently given only if
delivered 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 written
notice.


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


20.    Successors.


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


21.    Severability.


        If
any part of this Plan shall be determined to be invalid or void in any respect,
such determination shall not affect, impair, invalidate or nullify the
remaining provisions of this Plan which shall continue in full force and
effect.


22.    Acceptance.


        The
election by any Eligible Employee to participate in this Plan constitutes his
or her acceptance of the terms of the Plan and his or her agreement to be bound
hereby.


23.    Applicable
Law.


        This
Plan shall be construed in accordance with the law of the Commonwealth of
Pennsylvania, to the extent not preempted by applicable Federal law.


 



 7