EX-99.3 - INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

EX-99 5 ex99-3.htm INT'L EMPLOYEE STOCK PURCHASE PLAN EX-99.3 - INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN - amended and restated

EXHIBIT 99.3
FILENET CORPORATION
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated Effective as of November 1, 2001)

I. PURPOSE OF THE PLAN

This Plan is intended to promote the interests of the Corporation by providing eligible employees of the
Corporation's Foreign Subsidiaries with the opportunity to acquire a proprietary interest in the Corporation through the purchase
of shares of the Corporation's Common Stock at periodic intervals.

Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. All share
numbers in this restatement reflect the 2-for-1 split of Common Stock effected on June 12, 1998.

II. ADMINISTRATION OF THE PLAN

The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such
rules and regulations for administering the Plan as it may deem necessary. Decisions of the Plan Administrator shall be final
and binding on all parties having an interest in the Plan.

III. STOCK SUBJECT TO PLAN

A. The stock purchasable under the Plan shall be shares of authorized but unissued or reacquired Common Stock,
including shares of Common Stock purchased on the open market. The maximum number of shares of Common Stock which
may be issued over the term of the Plan and the U.S. Plan shall be limited to One Million Three Hundred
Thirty-Two Thousand Two Hundred and Seventy Eight (1,332,278) shares and shall consist of the following: (i) the
actual number of shares of Common Stock remaining for issuance under the Predecessor Plan on the Effective
Date (92,278 shares) plus (ii) an additional Three Hundred Thousand (300,000) shares of Common Stock effected on
May 15, 1998, plus (iii) an additional Three Hundred Thousand (300,000) shares of Common Stock effected on
May 20, 1999, plus (iv) an additional Three Hundred Forty Thousand (340,000) shares of Common Stock effected on
May 18, 2000, plus (v) an additional Three Hundred Thousand (300,000) shares of Common Stock effected on May 16, 2001.

B. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number
and class of securities issuable under the Plan and the U.S. Plan, (ii) the maximum number and class of securities
purchasable per Participant on any one Purchase Date, (iii) the maximum number and class of securities purchasable

by all Participants in the aggregate on any one Purchase Date and (iv) the number and class of securities and the
price per share in effect under each outstanding purchase right in order to prevent the dilution or enlargement of
benefits thereunder.

IV. PURCHASE PERIODS

A. Shares of Common Stock shall be offered for purchase under the Plan through a series of successive purchase
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.

B. Each purchase period shall have a duration of six (6) months. Purchase periods shall run from the first business day
in May to the last business day in October each year and from the first business day in November each year to the
last business day in April of the following year.

V. ELIGIBILITY

A. Each individual who is an Eligible Employee on the start date of any purchase period shall be eligible to participate
in the Plan for that purchase period.

B. To participate in the Plan for a particular purchase period, the Eligible Employee must complete the enrollment forms
prescribed by the Plan Administrator and file such forms with the Plan Administrator (or its designate) on or before
the start date of the purchase period.

VI. PAYROLL DEDUCTIONS

A. Except to the extent otherwise provided in the Plan (or any addendum thereto) or authorized by the Plan Administrator,
the purchase price for the shares of Common Stock acquired under the Plan shall be paid from accumulated payroll
deductions authorized by the Participant.

B. The payroll deduction authorized by the Participant for purposes of acquiring shares of Common Stock under the Plan may
be any multiple of one percent (1%) of the Cash Earnings paid to the Participant during each purchase period, up to
a maximum of ten percent (10%). The payroll deduction authorized by the Participant shall be collected in the currency
in which paid by the Foreign Subsidiary. The payroll deductions collected during each purchase period shall be
converted into U.S. Dollars on the Purchase Date for that purchase period on the basis of the exchange rate in effect
on that date. The Plan Administrator shall have the absolute discretion to determine the applicable exchange rate to
be in effect for each Purchase Date by any reasonable method that may be based on the exchange rate actually available
in the ordinary course of business on such date. Any changes or fluctuations in the exchange rate at which the payroll
deductions collected on the Participant's behalf are converted into U.S. Dollars on each Purchase Date shall be borne
solely by the Participant.

C. The rate of payroll deduction so authorized by the Participant shall continue in effect for the entire purchase
period and for each subsequent purchase period that the Participant remains in the Plan. The Participant
may not increase his or her rate of payroll deduction during a purchase period, but may effect such increase as of
the start date of any subsequent purchase period following the filing of a new payroll deduction authorization with
the Plan Administrator. However, the Participant may, at any time during the purchase period, reduce his or
her rate of payroll deduction to become effective as soon as possible after filing the appropriate form with the Plan
Administrator. The Participant may not, however, effect more than one (1) such reduction per purchase period.

D. Payroll deductions shall begin on the first pay day following the start date of the purchase period and shall (unless
sooner terminated by the Participant) continue through the pay day ending with or immediately prior to the last day
of the purchase period. The amounts so collected shall be credited to the Participant's book account under the
Plan, initially in the currency in which paid by the Foreign Subsidiary until converted into U.S. Dollars on the
applicable Purchase Date. Except to the extent otherwise provided by the Plan (including any addendum thereto)
or by the Plan Administrator, no interest shall be paid on the balance from time to time outstanding in any book
account and the amounts collected from the Participant shall not be required to be held in any segregated account
or trust fund and may be commingled with the general assets of the Corporation and used for general corporate purposes.

E. Payroll deductions shall automatically cease upon the termination of the Participant's purchase right in accordance
with the provisions of the Plan.

F. The Participant's acquisition of Common Stock under the Plan on any Purchase Date shall neither limit nor require
the Participant's acquisition of Common Stock on any subsequent Purchase Date.

VII. PURCHASE RIGHTS

A. Grant of Purchase Right. A Participant shall be granted a separate purchase right on the start date of each purchase
period in which he or she participates. The purchase right shall provide the Participant with the right to purchase
shares of Common Stock on the Purchase Date upon the terms set forth below. The Participant shall execute such
document or documents embodying such terms and such other provisions (not inconsistent with the Plan) as the Plan
Administrator may deem advisable.

Under no circumstances shall purchase rights be granted under the Plan to any Eligible Employee if such individual
would, immediately after the grant, own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Corporation or any Corporate Affiliate.

B. Exercise of the Purchase Right. Each purchase right shall be automatically exercised on the Purchase Date, and
shares of Common Stock shall accordingly be purchased on behalf of each Participant on such date. The purchase shall

be effected by applying the Participant's payroll deductions (as converted into U.S. Dollars) for the purchase period
ending on such Purchase Date to the purchase of shares of Common Stock at the purchase price in effect for that
purchase period.

C. Purchase Price. The U.S. Dollar purchase price per share at which Common Stock will be purchased on the Participant's
behalf on each Purchase Date shall be equal to eighty-five percent (85%) of the lower of (i) the Fair Market
Value per share of Common Stock on the start date of the purchase period or (ii) the Fair Market Value per share
of Common Stock on that Purchase Date.

D. Number of Purchasable Shares. The number of shares of Common Stock purchasable by a Participant on each Purchase Date
shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll
deductions (as converted into U.S. Dollars) during the purchase period ending with that Purchase Date by the purchase
price in effect for that period. However, the maximum number of shares of Common Stock purchasable per Participant
on any one Purchase Date shall not exceed Eight Hundred (800) shares, subject to periodic adjustments in the event
of certain changes in the Corporation's capitalization. In addition, the maximum number of shares of Common Stock
purchasable by all Participants in the aggregate on any one Purchase Date under the Plan and the U.S. Plan shall
not exceed One Hundred Seventy Thousand (170,000) shares, subject to periodic adjustments in the event of certain
changes in the Corporation's capitalization.

E. Excess Payroll Deductions. Any payroll deductions not applied to the purchase of shares of Common Stock on any
Purchase Date because they are not sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll deductions not applied to the purchase
of Common Stock by reason of the limitation on the maximum number of shares purchasable by the Participant
on the Purchase Date or the limitation on the maximum number of shares purchasable in the aggregate on the Purchase
Date by all Participants shall be promptly refunded in the currency in which payroll (from which such deductions
were made) was paid to the Participant by the Foreign Subsidiary.

F. Termination of Purchase Right. The following provisions shall govern the termination of outstanding purchase rights:

(i) A Participant may, at any time prior to the last fifteen (15) days of the purchase period, terminate his or her
outstanding purchase right by filing the appropriate form with the Plan Administrator (or its designate),
and no further payroll deductions shall be collected from the Participant with respect to the terminated
purchase right. Any payroll deductions collected during the purchase period in which such termination
occurs shall, at the Participant's election, be immediately refunded in the currency in which payroll
(from which such deductions were made) was paid to the Participant by the Foreign Subsidiary or held for the
purchase of shares on the next Purchase Date. If no such election is made at the time the purchase right is

terminated, then the payroll deductions collected with respect to the terminated right shall be refunded as
soon as possible.

(ii) The termination of such purchase right shall be irrevocable, and the Participant may not subsequently rejoin the
purchase period for which the terminated purchase right was granted. In order to resume participation in
any subsequent purchase period, such individual must re-enroll in the Plan (by making a timely filing of the
prescribed enrollment forms) before the start date of the new purchase period.

(iii) Should the Participant cease to remain an Eligible Employee for any reason (including death, disability or change
in status) while his or her purchase right remains outstanding, then that purchase right shall immediately
terminate, and all of the Participant's payroll deductions for the purchase period in which the purchase
right so terminates shall be immediately refunded in the currency in which payroll (from which such deductions
were made) was paid to the Participant by the Foreign Subsidiary. However, should the Participant cease to
remain in active service by reason of an approved unpaid leave of absence, then the Participant shall have
the right, exercisable up until the last business day of the purchase period in which such leave
commences, to (a) withdraw all the payroll deductions collected to date on his or her behalf during such
purchase period or (b) have such funds held for the purchase of shares on the next scheduled Purchase Date.
In no event, however, shall any further payroll deductions be collected on the Participant's behalf
during such leave. Upon the Participant's return to active service (i) within ninety (90) days after the
start of the leave or (ii) prior to the expiration of any longer period during which his or her re-employment
rights are guaranteed by law or contract, his or her payroll deductions under the Plan shall automatically
resume at the rate in effect at the time the leave began.

G. Transfer of Employment. In the event that a Participant who is an Eligible Employee of a Foreign Subsidiary is
transferred and becomes an Eligible Employee of the Corporation during a purchase period under the Plan, such
individual shall continue to remain a Participant in the Plan and payroll deductions shall continue to be collected
until the next Purchase Date as if the Participant had remained an Eligible Employee of the Foreign Subsidiary.

In the event that an employee of the Corporation who is a participant in the U.S. Plan is transferred and becomes an
Eligible Employee of a Foreign Subsidiary during a purchase period in effect under the U.S. Plan, such individual
shall automatically become a Participant under the Plan for the duration of the purchase period in effect at that
time under the Plan and the balance in such individual's book account maintained under the U.S. Plan shall be
transferred as a balance to a book account opened for such individual under the Plan. Such balance, together with
all other payroll deductions collected from such individual by the Foreign Subsidiary for the remainder of the
purchase period under the Plan (as converted into U.S. Dollars), shall be applied on the next Purchase Date to the
purchase of Common Stock under the Plan.

H. Corporate Transaction. Each outstanding purchase right shall automatically be exercised, immediately prior to the
effective date of any Corporate Transaction, by applying the payroll deductions of each Participant or the purchase
period in which such Corporate Transaction occurs, as converted into U.S. Dollars on the basis of the exchange rate
in effect as determined by the Plan Administrator at the time of the Corporate Transaction, to the purchase of whole
shares of Common Stock at a purchase price per share equal to eighty-five percent (85%) of the lower of (i) the Fair
Market Value per share of Common Stock on the start date of the purchase period in which such Corporate Transaction
occurs or (ii) the Fair Market Value per share of Common Stock immediately prior to the effective date of such
Corporate Transaction. However, the applicable limitation on the number of shares of Common Stock purchasable per
Participant shall continue to apply to any such purchase, but not the limitation on the aggregate number of shares
purchasable by all Participants.

The Corporation shall use its best efforts to provide at least ten (10) days prior written notice of the occurrence
of any Corporate Transaction, and Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the Corporate Transaction.

I. Proration of Purchase Rights. Should the total number of shares of Common Stock which are to be purchased
pursuant to outstanding purchase rights on any particular date exceed either (i) the number of shares then available
for issuance under the Plan and the U.S. Plan or (ii) the maximum number of shares purchasable by all Participants
(and all participants in the U.S. Plan) in the aggregate on that Purchase Date, then the Plan Administrator shall make
a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions
of each Participant (and each participant in the U.S. Plan), to the extent in excess of the aggregate purchase price
payable for the Common Stock pro-rated to such individual, shall be refunded in the currency in which payroll (from
which such deductions were made) was paid to the Participant by the Foreign Subsidiary.

J. Assignability. The purchase right shall be exercisable only by the Participant and shall not be assignable
or transferable by the Participant.

K. Stockholder Rights. A Participant shall have no stockholder rights with respect to the shares subject to his or
her outstanding purchase right until the shares are purchased on the Participant's behalf in accordance with the
provisions of the Plan and the Participant has become a holder of record of the purchased shares.

VIII. ACCRUAL LIMITATIONS

A. No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any purchase right outstanding
under this Plan if and to the extent such accrual, when aggregated with (i) rights to purchase Common Stock accrued
under any other purchase right granted under this Plan and (ii) similar rights accrued under other employee stock
purchase plans (within the meaning of Code Section 423) of the Corporation or any Corporate Affiliate, would
otherwise permit such Participant to purchase more than Twenty-Five Thousand U.S. Dollars (U.S.$25,000) worth of

stock of the Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value of such stock
on the date or dates such rights are granted) for each calendar year such rights are at any time outstanding.

B. For purposes of applying such accrual limitations, the following provisions shall be in effect:

(i) The right to acquire Common Stock under each outstanding purchase right shall accrue on the Purchase Date in
effect for the purchase period for which such right is granted.

(ii) No right to acquire Common Stock under any outstanding purchase right shall accrue to the extent the Participant
has already accrued in the same calendar year the right to acquire Common Stock under one (1) or more
other purchase rights at a rate equal to Twenty-Five Thousand U.S. Dollars (U.S.$25,000) worth of Common
Stock (determined on the basis of the Fair Market Value per share on the date or dates of grant) for each
calendar year such rights were at any time outstanding.

C. If by reason of such accrual limitations, any purchase right of a Participant does not accrue for a particular
purchase period, then the payroll deductions which the Participant made during that purchase period with respect to
such purchase right shall be promptly refunded in the currency in which payroll (from which such deductions were
made) was paid to the Participant by the Foreign Subsidiary.

D. In the event there is any conflict between the provisions of this Article and one or more provisions of the Plan or
any instrument issued thereunder, the provisions of this Article shall be controlling.

IX. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan was adopted by the Board on July 31, 1998 and shall become effective on the Effective Date. No purchase
rights granted under the Plan shall be exercised, and no shares of Common Stock shall be issued hereunder,
until the Corporation shall have complied with all applicable requirements of the 1933 Act (including the registration
of the shares of Common Stock issuable under the Plan on a Form S-8 registration statement filed with the Securities
and Exchange Commission), all applicable listing requirements of any stock exchange (or the Nasdaq National Market,
if applicable) on which the Common Stock is listed for trading and all other applicable requirements established by
law or regulation.

B. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest to occur of (i) the last business
day in October 2008, (ii) the date on which all shares available for issuance under the Plan and the U.S. Plan shall
have been sold pursuant to purchase rights exercised under the Plan and the U.S. Plan or (iii) the date on which
all purchase rights are exercised in connection with a Corporate Transaction. No further purchase rights shall be
granted or exercised, and no further payroll deductions shall be collected, under the Plan following such termination.

X. AMENDMENT OF THE PLAN

The Board may alter, amend, suspend or discontinue the Plan at any time to become effective immediately following the
close of any purchase period. However, the Board may not, without the approval of the Corporation's stockholders,
(i) increase the number of shares of Common Stock issuable under the Plan and the U.S. Plan, except for permissible
adjustments in the event of certain changes in the Corporation's capitalization, (ii) alter the purchase
price formula so as to reduce the purchase price payable for the shares of Common Stock purchasable under the Plan,
or (iii) modify the requirements for eligibility to participate in the Plan.

XI. GENERAL PROVISIONS

A. All costs and expenses incurred in the administration of the Plan shall be paid by the Corporation.

B. Nothing in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation
or any Corporate Affiliate for any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any Corporate Affiliate employing such person) or of the Participant, which
rights are hereby expressly reserved by each, to terminate such person's employment at any time for any reason, with
or without cause.

C. Except to the extent otherwise provided in any addendum to the Plan, the provisions of the Plan shall be governed by
the laws of the State of California without resort to that State's conflict-of-laws rules.

D. A Foreign Subsidiary or the Plan Administrator, as the case may be, shall have the right to deduct from any payment
to be made under this Plan, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock
or the payment of any cash, payment by each Participant of any tax required by applicable law to be withheld.

E. Additional provisions for individual Foreign Subsidiaries may be incorporated in one or more Addenda to the Plan.
Such Addenda shall have full force and effect with respect to the Foreign Subsidiaries to which they apply. In
the event of a conflict between the provisions of such an Addendum and one or more other provisions of the Plan,
the provisions of the Addendum shall be controlling.

Schedule A

Foreign Subsidiaries Participating in
International Employee Stock Purchase Plan

FileNET Canada, Inc. (Canada)
FileNET France (France)
FileNET GmbH (Germany)
FileNET Company Limited (Ireland)
FileNET BV (Netherlands)
FileNET Limited (United Kingdom)

Addendum A

FILENET CORPORATION
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

PLAN ADDENDUM FOR AUSTRALIAN PARTICIPANTS

The following provision shall apply with respect to the extension of the FileNET Corporation International Employee
Stock Purchase Plan to Participants (the "Australian Participants") who are Eligible Employees of FileNET Corporation
Pty Limited (ACN 056 639 500) ("FileNET Australia").

Notwithstanding the last sentence of Paragraph D of Article VI, the amounts collected from an
Australian Participant (including amounts converted into U.S. Dollars on the applicable Purchase
Date) shall be held on trust by FileNET Australia in a specific account established by FileNET
Australia for such purpose and may not be commingled with the general assets of FileNET
Australia or the Corporation or used for general corporate purposes.

APPENDIX

The following definitions shall be in effect under the Plan:

A. Board shall mean the Corporation's Board of Directors.

B. Cash Earnings shall mean the (i) base salary payable to a Participant by one or more Foreign Subsidiaries
during such individual's period of participation in one or more purchase periods under the Plan plus (ii) all
overtime payments, bonuses, commissions, and other incentive-type payments before deduction of any income or
employment taxes. Such Cash Earnings shall be calculated before deduction of (A) any income or employment
tax withholdings or (B) any pre-tax contributions made by the Participant to any plan or program now or hereafter
established by the Corporation or any Corporate Affiliate. However, Cash Earnings shall not include any contributions
made on the Participant's behalf by the Corporation or any Corporate Affiliate to any employee benefit or welfare plan
now or hereafter established.

C. Code shall mean the U.S. Internal Revenue Code of 1986, as amended.

D. Common Stock shall mean the Corporation's common stock.

E. Corporate Affiliate shall mean any parent or subsidiary corporation of the Corporation (as determined in accordance
with Code Section 424), whether now existing or subsequently established.

F. Corporate Transaction shall mean either of the following stockholder-approved transactions to which the Corporation
is a party:

(i) a merger or consolidation in which securities possessing fifty percent (50%)or more of the total combined
voting power of the Corporation's outstanding securities are transferred to a person or persons different
from the persons holding those securities immediately prior to such transaction, or

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in
complete liquidation or dissolution of the Corporation.

G. Corporation shall mean FileNET Corporation, a Delaware corporation, and any corporate successor to all or
substantially all of the assets or voting stock of FileNET Corporation which shall by appropriate action adopt
the Plan.

H. Effective Date shall mean September 1, 1998. Any Foreign Subsidiary which elects, with the approval of the Board,
to extend the benefits of this Plan to its employees after such Effective Date shall designate a subsequent
Effective Date with respect to its Participants.

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I. Eligible Employee shall mean any person who is employed by a Foreign Subsidiary on a basis under which he or she
is regularly expected to render more than twenty (20) hours of service per week for more than five (5) months per
calendar year for earnings considered wages under Code Section 3401(a).

J. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following
provisions:

(i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the
average of the high and low U.S. Dollar selling prices per share of Common Stock on the date in question, as
those prices are reported by the National Association of Securities Dealers on the Nasdaq National Market. If
there are no selling prices for the Common Stock on the date in question, then the Fair Market Value shall be
the average of the high and low U.S. Dollar selling prices on the last preceding date for which such quotations
exist.

(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the average
of the high and low U.S. Dollar selling prices per share of Common Stock on the date in question on the Stock
Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as those
prices are officially quoted in the composite tape of transactions on such exchange. If there are no selling
prices for the Common Stock on the date in question, then the Fair Market Value shall be the average of the
high and low U.S. Dollar selling prices on the last preceding date for which such quotations exist.

K. Foreign Subsidiary shall mean any non-U.S. Corporate Affiliate or Affiliates as may be authorized from time to time
by the Board to extend the benefits of the Plan to their Eligible Employees. The Foreign Subsidiaries
in the Plan are listed in attached Schedule A.

L. 1933 Act shall mean the Securities Act of 1933, as amended.

M. Participant shall mean any Eligible Employee of a Foreign Subsidiary who is actively participating in the Plan.

N. Plan shall mean the FileNET Corporation International Employee Stock Purchase Plan, as set forth in this document.

O. Plan Administrator shall mean the committee of two (2) or more non-employee Board members appointed by the Board to
administer the Plan.

P. Predecessor Plan shall mean the Corporation's 1988 Employee Stock Purchase Plan to which the U.S. Plan is a successor.

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Q. Purchase Date shall mean the last business day of each purchase period.

R. Stock Exchange shall mean either the American Stock Exchange or the New York Stock Exchange.

S. U.S. Plan shall mean the FileNET Corporation 1998 Employee Stock Purchase Plan.

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