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Exhibit 4.9
SECOND AMENDMENT TO SEGUE SOFTWARE, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
A. The SEGUE SOFTWARE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN (the "Plan"), is
hereby amended:
1 In Section 12 by deleting the entire subparagraph (a) and inserting in
place thereof the following subparagraph::
"(a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 300,000
shares, subject to adjustment upon changes in capitalization of the Company
as provided in paragraph 18. If the total number of shares which would
otherwise be subject to options granted pursuant to Section 7(a) hereof on
the Offering Date of an Offering Period exceeds the number of shares then
available under the Plan (after deduction of all shares for which options
have been exercised or are then outstanding), the Company shall make a pro
rata allocation of the shares remaining available for option grant in as
uniform a manner as shall be practicable and as it shall determine to be
equitable. Any amounts remaining in an Employee's account not applied to
the purchase of stock pursuant to this Section 12 shall be refunded on or
promptly after the Exercise Date. In such event, the Company shall give
written notice of such reduction of the number of shares subject to the
option to each Employee affected thereby and shall similarly reduce the
rate of Contributions, if necessary."
2 In Section 24 by deleting the entire paragraph and inserting in place
thereof the following paragraph:
"24. Term of Plan. The Plan became effective upon its adoption by the
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Board of Directors in February 1996 and was subsequently amended (i) upon
approval of the Board in February 1998 and the stockholders of the Company in
June 1998 and (ii) upon approval of the Board in March 2000 and the stockholders
of the Company in June 2000. The Plan shall continue in effect for a term of
twenty years from the most recent amendment unless sooner terminated under
paragraph 19."
B. The effective date of this Second Amendment shall be June 23, 2000.
C. Except as expressly amended hereby, the Plan remains in full force and
effect in accordance with its terms.
