CyberSource Corporation 1999 Employee Stock Purchase Plan, as amended



 Exhibit 10.8 
 CyberSource Corporation 
 1999 EMPLOYEE STOCK PURCHASE PLAN 
 (amended December 21, 1999) 
 (amended and
restated February 26, 2003) 
 (amended and restated March 22, 2004) 
 (amended and restated July 19, 2005) 
 The following constitute the provisions of
the 1999 Employee Stock Purchase Plan of CyberSource Corporation. 
 1. Purpose. The purpose of the Plan is to provide employees of
the Company and its Designated Parents or Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock
Purchase Plan” under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 
 2. Definitions. As used herein, the following definitions shall apply: 
 (a) “Applicable Laws” means the legal requirements relating to the administration of employee stock purchase plans, if any, under
applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to participation in the Plan
by residents therein. 
 (b) “Board” means the Board of Directors of the Company. 
 (c) “Change in Control” means a change in ownership or control of the Company effected through the direct or indirect acquisition by any
person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company)
of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities. 
 (d) “Code” means the Internal Revenue Code of 1986, as amended. 
 (e) “Common Stock” means the common stock of the Company. 
 (f) “Company” means CyberSource Corporation, a Delaware corporation. 
 (g)
“Compensation” means an Employee’s base salary from the Company or one or more Designated Parents or Subsidiaries, including such amounts of base salary as are 

  

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deferred by the Employee (i) under a qualified cash or deferred arrangement described in Section 401(k) of the Code, or (ii) to a plan
qualified under Section 125 of the Code. Compensation does not include overtime, bonuses, annual awards, other incentive payments, reimbursements or other expense allowances, fringe benefits (cash or noncash), moving expenses, deferred
compensation, contributions (other than contributions described in the first sentence) made on the Employee’s behalf by the Company or one or more Designated Parents or Subsidiaries under any employee benefit or welfare plan now or hereafter
established, and any other payments not specifically referenced in the first sentence. 
 (h) “Corporate
Transaction” means any of the following transactions: 
 (1) a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; 
 (2) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company’s subsidiary corporations) in connection with complete liquidation
or dissolution of the Company; 
 (3) any reverse merger in which the Company is the surviving entity but in which securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger; or

 (4) acquisition by any person or related group of persons (other than the Company or by a Company-sponsored employee
benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities (whether or
not in a transaction also constituting a Change in Control), but excluding any such transaction that the Plan Administrator determines shall not be a Corporate Transaction. 
 (i) “Designated Parents or Subsidiaries” means the Parents or Subsidiaries which have been designated by the Plan Administrator from
time to time as eligible to participate in the Plan. 
 (j) “Effective Date” means the first calendar day of the first full
month sixty (60) days following the effective date of the Registration Statement filed with the Securities and Exchange Commission relating to the Company’s initial public offering of its Common Stock. However, should any Designated Parent
or Subsidiary become a participating company in the Plan after such date, then such entity shall designate a separate Effective Date with respect to its employee-participants. 
  

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 (k) “Employee” means any individual, including an officer or director, who is an
employee of the Company or a Designated Parent or Subsidiary for purposes of Section 423 of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the individual’s employer. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will
be deemed to have terminated on first day after such three (3) month leave, for purposes of determining eligibility to participate in the Plan. 
 (l) “Enrollment Date” means the first day of each Offer Period. 
 (m) “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 (n) “Exercise Date” means the last day of each
Purchase Period. 
 (o) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

 (1) If the Common Stock is listed on any established stock exchange or a national market system, including without
limitation The Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or
system on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or
such other source as the Plan Administrator deems reliable; 
 (2) If the Common Stock is regularly quoted on an automated
quotation system (including the OTC Bulletin Board) or by a recognized securities dealer, but selling prices are not reported, the Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked prices for the
Common Stock on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Plan Administrator deems reliable; or

 (3) In the absence of an established market for the Common Stock of the type described in (1) and (2), above, the Fair
Market Value thereof shall be determined by the Plan Administrator in good faith. 
 (p) “Offer Period” means an Offer
Period established pursuant to Section 4 hereof. 
  

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 (q) “Parent” means a “parent corporation,” whether now or hereafter existing,
as defined in Section 424(e) of the Code. 
 (r) “Participant” means an Employee of the Company or Designated Parent or
Subsidiary who is actively participating in the Plan. 
 (s) “Plan” means this Employee Stock Purchase Plan. 
 (t) “Plan Administrator” means either the Board or a committee of the Board that is responsible for the administration of the Plan as is
designated from time to time by resolution of the Board. 
 (u) “Purchase Period” means a period of approximately six
months, commencing on February 1 and August 1 of each year and terminating on the next following July 31 or January 31, respectively; provided, however, that the first Purchase Period shall commence on the Effective Date and
shall end on January 31, 2000. 
 (v) “Purchase Price” shall mean an amount equal to 95% of the Fair Market Value of a
share of Common Stock on the Exercise Date. 
 (w) “Reserves” means the sum of the number of shares of Common Stock covered
by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. 
 (x) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the
Code. 
 3. Eligibility. 
 (a) General. Any individual who is an Employee on a given Enrollment Date shall be eligible to participate in the Plan for the Offer Period commencing with such Enrollment Date. 
 (b) Limitations on Grant and Accrual. 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 (taking into account stock owned by any 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 Parent or Subsidiary, or (ii) which permits the Employee’s rights to purchase
stock under all employee stock purchase plans of the Company and its Parents or Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the Fair Market Value of the shares at the time such
option is granted) for each calendar year in which such option is outstanding at any time. The determination of the accrual of the right to purchase stock shall be made in accordance with Section 423(b)(8) of the Code and the regulations
thereunder. 
  

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 (c) Other Limits on Eligibility. Notwithstanding Subsection (a), above, the following Employees
shall not be eligible to participate in the Plan for any relevant Offer Period: (i) Employees whose customary employment is 20 or fewer hours per week; (ii) Employees whose customary employment is for 5 or fewer months in any calendar
year; and (iii) Employees who are subject to rules or laws of a foreign jurisdiction that prohibit or make impractical the participation of such Employees in the Plan. 
 4. Offer Periods. 
 (a) The Plan shall
be implemented through overlapping or consecutive Offer Periods until such time as (i) the maximum number of shares of Common Stock available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated in accordance with Section 19 hereof. The maximum duration of an Offer Period shall be twenty-seven (27) months. Initially, the Plan shall be implemented through consecutive Offer Periods of six (6) months’ duration
commencing each February 1 and August 1 following the Effective Date (except that the initial Offer Period shall commence on the Effective Date and shall end on January 31, 2000). 
 (b) A Participant shall be granted a separate option for each Offer Period in which he or she participates. However, with respect to any Offer Period,
the Plan Administrator may specify shorter Purchase Periods within any Offer Period, such that the option granted on the Enrollment Date shall be automatically exercised in successive installments on the last day of each Purchase Period ending
within the Offer Period. Initially, the Purchase Periods shall coincide with the Offer Periods such that the Purchase Periods shall be of six (6) months’ duration commencing each February 1 and August 1 following the Effective
Date (except that the initial Purchase Period shall commence on the Effective Date and shall end on January 31, 2000). 
 (c) Except as
specifically provided herein, the acquisition of Common Stock through participation in the Plan for any Offer Period shall neither limit nor require the acquisition of Common Stock by a Participant in any subsequent Offer Period. 
 5. Participation. 
 (a) An eligible
Employee may become a Participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the designated payroll office of the Company at least ten
(10) business days prior to the Enrollment Date for the Offer Period in which such participation will commence, unless a later time for filing the subscription agreement is set by the Plan Administrator for all eligible Employees with respect
to a given Offer Period. 
 (b) Payroll deductions for a Participant shall commence with the first partial or full payroll period beginning
on the Enrollment Date and shall end on the last complete payroll period during the Offer Period, unless sooner terminated by the Participant as provided in Section 10. 
  

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 6. Payroll Deductions. 
 (a) At the time a Participant files a subscription agreement, the Participant shall elect to have payroll deductions made during the Offer Period not
exceeding ten percent (10%) of the Compensation which the Participant receives during the Offer Period. 
 (b) All payroll deductions
made for a Participant shall be credited to the Participant’s account under the Plan and will be withheld in whole percentages only. A Participant may not make any additional payments into such account. 
 (c) A Participant may discontinue participation in the Plan as provided in Section 10, or may increase or decrease the rate of payroll deductions
during the Offer Period by completing and filing with the Company a change of status notice in the form of Exhibit B to this Plan authorizing an increase or decrease in the payroll deduction rate. Any increase or decrease in the rate of
a Participant’s payroll deductions shall be effective with the first full payroll period commencing ten (10) business days after the Company’s receipt of the change of status notice unless the Company elects to process a given change
in participation more quickly. A Participant’s subscription agreement (as modified by any change of status notice) shall remain in effect for successive Offer Periods unless terminated as provided in Section 10. The Plan Administrator
shall be authorized to limit the number of payroll deduction rate changes during any Offer Period. 
 (d) Notwithstanding the foregoing, to
the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) herein, a Participant’s payroll deductions may be decreased to 0% at such time during any Offer or Purchase Period which is scheduled to end during the
current calendar year (the “Current Offer or Purchase Period”) that the aggregate of all payroll deductions which were previously used to purchase stock under the Plan in a prior Offer or Purchase Period which ended during that calendar
year plus all payroll deductions accumulated with respect to the Current Offer or Purchase Period equal $21,250. Payroll deductions shall recommence at the rate provided in such Participant’s subscription agreement, as amended, at the beginning
of the first Offer or Purchase Period which is scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 10. 
 7. Grant of Option. On the Enrollment Date, each Participant shall be granted an option to purchase for each Purchase Period in any Offer Period, the lesser of (i) the number of shares of the Common Stock
determined by dividing the applicable Purchase Price by $5,000 and (ii) 500 shares, subject to adjustment as provided in Section 18 hereof. Provided, however, that the maximum amount that will be credited to a Participant’s account
shall be subject to the limitations set forth in Sections 3(b), 6(a) and 12 hereof. Exercise of the option shall occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10, and the option, to the extent not
exercised, shall expire on the last day of the Offer Period. 
  

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 8. Exercise of Option. Unless a Participant withdraws from the Plan as provided in
Section 10, below, the Participant’s option for the purchase of shares will be exercised automatically on each Exercise Date, by applying the accumulated payroll deductions in the Participant’s account to purchase the maximum number
of full shares subject to the option by dividing such Participant’s payroll deductions accumulated prior to such Exercise Date and retained in the Participant’s account as of the Exercise Date by the applicable Purchase Price. No
fractional shares will be purchased; any payroll deductions accumulated in a Participant’s account which are not sufficient to purchase a full share shall be carried over to the next Purchase Period or Offer Period, whichever applies, or
returned to the Participant, if the Participant withdraws from the Plan. Notwithstanding the foregoing, any amount remaining in a Participant’s account following the purchase of shares on the Exercise Date due to the application of
Section 423(b)(8) of the Code or Section 7, above, shall be returned to the Participant and shall not be carried over to the next Offer Period. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder
is exercisable only by the Participant. 
 9. Delivery. Upon receipt of a request from a Participant after each Exercise Date on which
a purchase of shares occurs, the Company shall arrange the delivery to such Participant, as promptly as practicable, of a certificate representing the shares purchased upon exercise of the Participant’s option. 
 10. Withdrawal; Termination of Employment. 
 (a) A Participant may withdraw all but not less than all the payroll deductions credited to the Participant’s account and not yet used to exercise the Participant’s option under the Plan at any time by giving written notice to the
Company in the form of Exhibit B to this Plan. If the Participant elects to withdraw, all of the Participant’s payroll deductions credited to the Participant’s account will be paid to such Participant as promptly as practicable
after receipt of notice of withdrawal, such Participant’s option for the Offer Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made during the Offer Period. If a Participant
withdraws from an Offer Period, payroll deductions will not resume at the beginning of the succeeding Offer Period unless the Participant delivers to the Company a new subscription agreement. 
 (b) Upon termination of a Participant’s employment relationship (as described in Section 2(k)) at a time more than three (3) months from
the next scheduled Exercise Date, the payroll deductions credited to such Participant’s account during the Offer Period but not yet used to exercise the option will be returned to such Participant or, in the case of his/her death, to the person
or persons entitled thereto under Section 14, and such Participant’s option will be automatically terminated. Upon termination of a Participant’s employment relationship (as described in Section 2(k)) within three (3) months
of the next scheduled Exercise Date, the payroll deductions credited to such Participant’s account during the Offer Period but not yet used to exercise the option will be applied to the purchase of Common Stock on the next Exercise Date, unless
the Participant (or in the case of the Participant’s death, the person or persons entitled to the Participant’s account balance under Section 14) withdraws from the Plan by 

  

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submitting a change of status notice in accordance with subsection (a) of this Section 10. In such a case, no further payroll deductions will be
credited to the Participant’s account following the Participant’s termination of employment and the Participant’s option under the Plan will be automatically terminated after the purchase of Common Stock on the next scheduled Exercise
Date. 
 11. Interest. No interest shall accrue on the payroll deductions credited to a Participant’s account under the Plan.

 12. Stock. 
 (a) The
maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be 700,000 shares, subject to pro rata adjustment upon changes in capitalization of the Company as provided in Section 18. If on a given
Exercise Date the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Plan Administrator shall make a pro rata allocation of the shares remaining available for purchase
in as uniform a manner as shall be practicable and as it shall determine to be equitable. 
 (b) A Participant will have no interest or
voting right in shares covered by the Participant’s option until such shares are actually purchased on the Participant’s behalf in accordance with the applicable provisions of the Plan. No adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date of such purchase. 
 (c) Shares to be delivered to a Participant
under the Plan will be registered in the name of the Participant or in the name of the Participant and his or her spouse. 
 13.
Administration. The Plan shall be administered by the Plan Administrator which shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all
disputed claims filed under the Plan. Every finding, decision and determination made by the Plan Administrator shall, to the full extent permitted by Applicable Law, be final and binding upon all persons. 
 14. Designation of Beneficiary. 
 (a)
Each Participant will file a written designation of a beneficiary who is to receive any shares and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death. If a Participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. 
 (b) Such designation of
beneficiary may be changed by the Participant (and the Participant’s spouse, if any) at any time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living
(or in existence) at the time of such Participant’s death, the Company shall deliver such shares 
  

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 and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator
has been appointed (to the knowledge of the Plan Administrator), the Plan Administrator shall deliver such shares and/or cash to the spouse (or domestic partner, as determined by the Administrator) of the Participant, or if no spouse (or domestic
partner) is known to the Plan Administrator, then to the issue of the Participant, such distribution to be made per stirpes (by right of representation). 
 15. Transferability. Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 14 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Plan Administrator may treat such act as an election to withdraw funds from an Offer Period in accordance with Section 10. 
 16. Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll
deductions. 
 17. Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be
given to Participants at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any. 
 18. Adjustments Upon Changes in Capitalization; Corporate Transactions. 
 (a) Adjustments Upon Changes in Capitalization. Subject to any required action by the stockholders of the Company, the Reserves, the Purchase
Price, as well as any other terms that the Plan Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common Stock, (ii) any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company, or (iii) as the
Plan Administrator may determine in its discretion, any other transaction with respect to Common Stock to which Section 424(a) of the Code applies; provided, however that conversion of any convertible securities of the Company shall not be
deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Plan Administrator and its determination shall be final, binding and conclusive. Except as the Plan Administrator determines, no issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the Reserves and the Purchase Price. 
 (b) Corporate Transactions. In the event of a proposed Corporate Transaction, each option under the Plan shall be assumed by such successor
corporation or a parent or subsidiary of such successor corporation, unless the Plan Administrator determines, in the 

  

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exercise of its sole discretion and in lieu of such assumption, to shorten the Offer Period then in progress by setting a new Exercise Date (the “New
Exercise Date”). If the Plan Administrator shortens the Offer Period then in progress in lieu of assumption in the event of a Corporate Transaction, the Plan Administrator shall notify each Participant in writing, at least ten (10) days
prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such
date the Participant has withdrawn from the Offer Period as provided in Section 10. For purposes of this Subsection, an option granted under the Plan shall be deemed to be assumed if, in connection with the Corporate Transaction, the option is
replaced with a comparable option with respect to shares of capital stock of the successor corporation or Parent thereof. The determination of option comparability shall be made by the Plan Administrator prior to the Corporate Transaction and its
determination shall be final, binding and conclusive on all persons. 
 19. Amendment or Termination. 
 (a) The Plan Administrator may at any time and for any reason terminate or amend the Plan. Except as provided in Section 18, no such termination can
affect options previously granted, provided that an Offer Period may be terminated by the Plan Administrator on any Exercise Date if the Plan Administrator determines that the termination of the Offer Period is in the best interests of the Company
and its stockholders. Except as provided in Section 18, no amendment may make any change in any option theretofore granted which adversely affects the rights of any Participant without the consent of affected Participants. To the extent
necessary to comply with Section 423 of the Code (or any successor rule or provision or any other Applicable Law), the Company shall obtain stockholder approval in such a manner and to such a degree as required. 
 (b) Without stockholder consent and without regard to whether any Participant rights may be considered to have been “adversely affected,” the
Plan Administrator shall be entitled to limit the frequency and/or number of changes in the amount withheld during Offer Periods, change the length of Purchase Periods within any Offer Period, determine whether subsequent Offer Periods shall be
consecutive or overlapping, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign
jurisdictions, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish
such other limitations or procedures as the Plan Administrator determines in its sole discretion advisable and which are consistent with the Plan. 
 20. Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Plan Administrator at the
location, or by the person, designated by the Plan Administrator for the receipt thereof. 
  

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 21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a
condition to the exercise of an option, the Company may require the Participant to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute
such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned Applicable Laws. In addition, no options shall be exercised or shares issued hereunder before the Plan shall have been approved
by stockholders of the Company as provided in Section 23. 
 22. Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 19. 
 23. Adoption and Stockholder Approval. The Plan became effective when adopted by the Board June 1999. The stockholders of the Company approved the
Plan in June 1999. On December 21, 1999, the Board adopted and approved an amendment to the Plan removing the requirement that Employees must be employed for at least 12 months prior to the Enrollment Date to participate in any relevant Offer
Period. On February 26, 2003, the Board adopted and approved an amendment and restatement of the Plan to revise the definition of Fair Market Value such that the fair market value of a share of Common Stock of the Company shall be determined
based on the closing price for a share on the date of determination, which amendment is not subject to approval by the stockholders of the Company. On March 22, 2004, the Board adopted and approved an amendment and restatement of the Plan to
increase the number of Shares reserved for issuance under the Plan from 500,000 to 700,000, which amendment was approved by the stockholders of the Company on May 12, 2004. On July 19, 2005, the Board adopted and approved an amendment and
restatement of the Plan to provide that the Purchase Price for Common Stock under the Plan shall be 95% of the Fair Market Value of a share of Common Stock on the applicable Exercise Date, which amendment is not subject to approval by the
stockholders of the Company. The amendment described in the previous sentence shall be effective for Offer Periods commencing on August 1, 2005 and later dates. 
 24. No Employment Rights. The Plan does not, directly or indirectly, create any right for the benefit of any employee or class of employees to purchase any shares under the Plan, or create in any employee or
class of employees any right with respect to continuation of employment by the Company or a Designated Parent or Subsidiary, and it shall not be deemed to interfere in any way with such employer’s right to terminate, or otherwise modify, an
employee’s employment at any time. 
  

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 25. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a
retirement or other benefit plan of the Company or a Designated Parent or Subsidiary, participation in the Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a
Designated Parent or Subsidiary, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan
is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended. 
 26. Effect of Plan. The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each Participant, including, without limitation, such Participant’s estate and
the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Participant. 
 27. Governing Law. The Plan is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of
the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties, except to the extent the internal laws of the State of California are superseded by the laws of the United States. Should
any provision of the Plan be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. 
  

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 Exhibit A 
 CyberSource Corporation 1999 Employee Stock Purchase Plan 
 SUBSCRIPTION AGREEMENT

 Effective with the Offer Period beginning on: 
  ̈ February 1, 2006 or  ̈ August 1, 2005 
  

	1.	Personal Information <modify data requested as appropriate> 

  

											
	Legal Name (Please Print)	  	  
	    	  
	  	  

						
		  	(Last)	  	(First)	  	(MI)	    	Location	  	Department
			
	Street Address	  	  
	    	  

					
		  		  		  		    	 Daytime Telephone

			
	City, State/Country, Zip	  	  
	    	  

					
		  		  		  		    	E-Mail Address
					
	Social Security No.	  	                    -            -    
                	  	Employee I.D. No.	  	  
	    	  

						
		  		  		  		    	Manager	  	Mgr. Location

  

	2.	Eligibility Any Employee whose customary employment is more than 20 hours per week and more than 5 months per calendar year, and who does not hold (directly or indirectly)
five percent (5%) or more of the combined voting power of the Company, a parent or a subsidiary, whether in stock or options to acquire stock is eligible to participate in the CyberSource Corporation 1999 Employee Stock Purchase Plan (the
“ESPP”); provided, however, that Employees who are subject to the rules or laws of a foreign jurisdiction that prohibit or make impractical the participation of such Employees in the ESPP are not eligible to participate. In addition, for
Offer Periods following the initial Offer Period, Employees must be employed for at least 12 months prior to the Enrollment Date to participate in any relevant Offer Period. 

  

	3.	Definitions Each capitalized term in this Subscription Agreement shall have the meaning set forth in the ESPP. 

  

	4.	Subscription I hereby elect to participate in the ESPP and subscribe to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and
the ESPP. I have received a complete copy of the ESPP and a prospectus describing the ESPP and understand that my participation in the ESPP is in all respects subject to the terms of the ESPP. The effectiveness of this Subscription Agreement is
dependent on my eligibility to participate in the ESPP. 

  

	5.	Payroll Deduction Authorization I hereby authorize payroll deductions from my Compensation during the Offer Period in the percentage specified below (payroll reductions may
not exceed 10% of Compensation nor $5,000 per 6 month Purchase Period): 

  

	
	 Percentage to be Deducted (circle one)    1%     2%     3%    
4%     5%     6%     7%     8%     9%     10%


  

	6.	ESPP Accounts and Purchase Price I understand that all payroll deductions will be credited to my account under the ESPP. No additional payments may be made to my account. No
interest will be credited on funds held in the account at any time including any refund of the account caused by withdrawal from the ESPP. All payroll deductions shall be accumulated for the purchase of Company Common Stock at the applicable
Purchase Price determined in accordance with the ESPP. 

  

	7.	Withdrawal and Changes in Payroll Deduction I understand that I may discontinue my participation in the ESPP at any time prior to an Exercise Date as provided in
Section 10 of the ESPP, but if I do not withdraw from the ESPP, any accumulated payroll deductions will be applied automatically to purchase Company Common Stock. I may increase or decrease the rate of my payroll deductions in whole percentage
increments to not less than one percent (1%) on one occasion during any Purchase Period by completing and timely filing a Change of Status Notice. Any decrease will be effective for the full payroll period occurring after ten (10) business
days from the Company’s receipt of the Change of Status Notice. Any increase will be effective for the next Purchase Period occurring after the Purchase Period in which the Change of Status Notice is filed with the Company if such notice is
filed more than ten (10) business days prior to the commencement of the next Purchase Period. 

  

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	8.	Perpetual Subscription I understand that this Subscription Agreement shall remain in effect for successive Offer Periods until I withdraw from participation in the ESPP, or
termination of the ESPP. 

  

	9.	Taxes I have reviewed the ESPP prospectus discussion of the federal tax consequences of participation in the ESPP and consulted with tax consultants as I deemed advisable
prior to my participation in the ESPP. I hereby agree to notify the Company in writing within thirty (30) days of any disposition (transfer or sale) of any shares purchased under the ESPP if such disposition occurs within two (2) years of
the Enrollment Date (the first day of the Offer Period during which the shares were purchased) or within one (1) year of the Exercise Date (the date I purchased such shares), and I will make adequate provision to the Company for foreign,
federal, state or other tax withholding obligations, if any, which arise upon the disposition of the shares. 

  

	10.	Designation of Beneficiary In the event of my death, I hereby designate the following person or trust as my beneficiary to receive all payments and shares due to me under the
ESPP:             ̈  I am single     ̈  I am married 

  

									
	 Beneficiary (please print)
	  	  
	  	Relationship to Beneficiary (if any)
		  	(Last)	  	(First)	  	(MI)	  	
			
	 Street Address
	  	  
	  	  

			
	 City, State/Country, Zip
	  	  
	  	

  

	11.	Termination of ESPP I understand that the Company has the right, exercisable in its sole discretion, to amend or terminate the ESPP at any time, and a termination may be
effective as early as an Exercise Date (after purchase of shares on such date) within each outstanding Offer Period. 

  

					
	Date:                     	  	Employee Signature:	  	  

			
		  		  	  

		  		  	spouse’s signature (if beneficiary is other than spouse)

  

 A-2 








 Exhibit B 
 CyberSource Corporation 1999 Employee Stock Purchase Plan  
 CHANGE OF STATUS NOTICE


	
	  

	 Participant Name (Please Print)

	
	  

	 Social Security Number


 Withdrawal From ESPP 
 I hereby withdraw from the CyberSource Corporation 1999 Employee Stock Purchase Plan (the “ESPP”) and agree that my option under the applicable
Offer Period will be automatically terminated and all accumulated payroll deductions credited to my account will be refunded to me or applied to the purchase of Common Stock depending on the alternative indicated below. No further payroll deductions
will be made for the purchase of shares in the applicable Offer Period and I shall be eligible to participate in a future Offer Period only by timely delivery to the Company of a new Subscription Agreement. 
  

	 ̈	Withdrawal and Purchase of Common Stock 

 Payroll
deductions will terminate, but your account balance will be applied to purchase Common Stock on the next Exercise Date. Any remaining balance will be refunded. 
  

	 ̈	Withdrawal Without Purchase of Common Stock 

 Entire
account balance will be refunded to me and no Common Stock will be purchased on the next Exercise Date provided this notice is submitted to the Company ten (10) business days prior to the next Exercise Date. 
  

	 ̈	Change in Payroll Deduction 

 I hereby elect to
change my rate of payroll deduction under the ESPP as follows (select one): 
  

	
	 Percentage to be Deducted (circle one)       1%     2%    
3%     4%     5%     6%     7%     8%     9%     10%


 The following rules under the ESPP apply to changing your payroll deduction rate: 
  

			
	Decrease —	 	Decrease in payroll deduction will be effective for the first full payroll period commencing no fewer than ten (10) business days following the Company’s receipt of this notice,
unless this change is processed more quickly.
		
	Increase —	 	An increase in payroll deduction will be effective for the next Purchase Period following the Purchase Period in which this notice is received by the Company provided that this notice is
submitted to the Company no fewer than ten (10) business days before the first day of the upcoming Purchase Period.

  

 B-1 









	 ̈	Change of Beneficiary             ̈  I am single     ̈   I am married 

 This change of beneficiary shall terminate my previous beneficiary designation under the ESPP. In the event of my death, I hereby designate the following
person or trust as my beneficiary to receive all payments and shares due to me under the ESPP: 
  

									
	 Beneficiary (please print)
	  	  
	  	Relationship to Beneficiary (if any)
		  	(Last)	  	(First)	  	(MI)	  	
			
	 Street Address
	  	  
	  	  

			
	 City, State/Country, Zip
	  	  
	  	

  

					
	Date:                     	  	Employee Signature:	  	  

			
		  		  	  

		  		  	spouse’s signature (if beneficiary is other than spouse)

  

 B-1