UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. __ )

Filed by the Registrant x		Filed by a Party other than the Registrant o

Check the appropriate box:

KENEXA CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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650 EAST SWEDESFORD ROAD, SECOND FLOOR
WAYNE, PENNSYLVANIA 19087

April 9, 2010

To our Shareholders:

You are cordially invited to attend the 2010 Annual Meeting of Shareholders of Kenexa Corporation. Our Annual Meeting will be held on Wednesday, May 19, 2010, at 8:00 a.m. EDT at the offices of Pepper Hamilton LLP, Eighteenth & Arch Streets, 3000 Two Logan Square, Philadelphia, PA 19103-2799.

We describe in detail the actions we expect to take at our Annual Meeting in the attached Notice of 2010 Annual Meeting of Shareholders and proxy statement. Included with this proxy statement is a copy of our Annual Report for our year ended December 31, 2009. We encourage you to read our Annual Report. It includes information on our operations, products and services, as well as our audited financial statements.

Please use this opportunity to take part in our corporate affairs by voting on the business to come before this meeting. Whether or not you plan to attend the meeting, please complete, sign, date and return the accompanying proxy in the enclosed postage-paid envelope or vote electronically via the Internet or telephone. See “How Do I Vote?” in the proxy statement for more details. Returning the proxy or voting electronically does NOT deprive you of your right to attend the meeting or to vote your shares owned of record by you in person for the matters acted upon at the meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Nooruddin (Rudy) S. Karsan
Chairman and Chief Executive Officer

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650 EAST SWEDESFORD ROAD, SECOND FLOOR
WAYNE, PENNSYLVANIA 19087

 

NOTICE OF 2010 ANNUAL MEETING OF SHAREHOLDERS

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2010:
The Notice of Annual Meeting, Proxy Statement and 2009 Annual Report to Shareholders are available at

www. kenexa.com/Investor-Relations/Annual-Reports.aspx

By order of the Board of Directors

Cynthia P. Dixon
Assistant Secretary

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		Page
About the Annual Meeting			1
How do I Vote?			5
Board of Directors			6
Structure and Practices of the Board of Directors			8
Security Ownership of Certain Beneficial Owners and Management			16
Executive Compensation and Executive Officers			18
Compensation Committee Report			35
Report of the Audit Committee of the Board of Directors			36
Certain Relationships and Related Party Transactions			37
Section 16(a) Beneficial Ownership Reporting Compliance			38
Independent Registered Public Accounting Firm			38
Proposal No. 1—Election of Directors			40
Proposal No. 2—Ratification of Selection of Independent Registered Public Accounting Firm			41
Shareholder Proposals for the 2011 Annual Meeting of Shareholders			42
Other Business			42
Annual Report			42

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PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MAY 19, 2010

We are providing these proxy materials to you in connection with our 2010 Annual Meeting of Shareholders, which we refer to in these proxy materials as the Annual Meeting. The Notice of Internet Availability of Proxy Materials was first mailed to our shareholders beginning on or about April 9, 2010. The attached proxy statement and Annual Report on Form 10-K for the year ending December 31, 2009 are being made available to our shareholders beginning on or about April 9, 2010. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

Our board of directors is soliciting your vote at the 2010 Annual Meeting of Shareholders.

What is the purpose of the Annual Meeting?

You will be voting on:

What is the board of directors’ recommendations?

Our board of directors recommends a vote:

Who is entitled to vote at the Annual Meeting?

Our board of directors set March 22, 2010 as the record date for the Annual Meeting, which we refer to in these proxy materials as the record date. All shareholders who owned our common stock at the close of business on March 22, 2010 may attend and vote at the Annual Meeting.

How many votes do I have?

You will have one vote for each share of our common stock that you owned at the close of business on the record date, provided that on the record date those shares were either held directly in your name as the shareholder of record or were held for you as the beneficial owner through a broker, bank or other nominee.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Most of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record.   If your shares are registered directly in your name with our transfer agent, StockTrans a Broadridge Company, you are considered to be the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As a shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to use.

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Beneficial Owner.   If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered to be the shareholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a proxy, executed in your favor, from the holder of record of such shares.

How many votes can be cast by all shareholders?

Each share of our common stock is entitled to one vote. There is no cumulative voting. We had 22,593,222 shares of common stock outstanding and entitled to vote on the record date.

How many votes must be present to hold the Annual Meeting?

A majority of the outstanding shares of our common stock as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Your shares will be counted as being present at the Annual Meeting if either you are present and vote in person at the Annual Meeting or a proxy card has been properly submitted by you or on your behalf. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

How many votes are required to elect directors and to ratify the selection of our independent public accountant?

Directors are elected by a plurality of the votes cast. This means that the two individuals nominated for election to our board of directors through the 2013 Annual Meeting of Shareholders who receive the most “FOR” votes (among votes properly cast in person or by proxy) will be elected. Nominees do not need to receive a majority of the votes cast to be elected. If you withhold authority to vote with respect to the election of some or all of the nominees, your shares will not be voted with respect to those nominees indicated. Your shares will be counted for purposes of determining whether there is a quorum, but will have no effect on the election of those nominees.

The ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast. If you abstain from voting on any of these matters, your shares will be counted as present and entitled to vote on that matter for purposes of establishing a quorum, but will not be counted for purposes of determining the number of votes cast.

What if I don’t vote for some of the items listed on my proxy card or voting instruction card?

If you return your signed proxy card in the enclosed envelope but do not mark selections, your shares will be voted in accordance with the recommendations of our board of directors. If you indicate a choice with respect to any matter to be acted upon on your proxy card your shares will be voted in accordance with your instructions.

If you are a beneficial owner and hold your shares in street name through a broker and do not give voting instructions to the broker, the broker will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters. Recent regulatory changes applicable to New York Stock Exchange member brokerage firms (many of whom are the record holders of shares of Nasdaq-listed companies like us) have changed the matters that are considered “routine” matters: for example, the uncontested election of directors is no longer considered a routine matter. As a result, if you are a beneficial owner and hold your shares in street name, but do not give your broker or other nominee instructions on how to vote your shares with respect to the election of directors, no votes will be cast on your behalf.

If you do not provide voting instructions to your broker and your broker indicates on its proxy card that it does not have discretionary authority to vote on a particular proposal, your shares will be considered to be “broker non-votes” with regard to that matter. Broker non-votes will be considered to be represented for

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purposes of determining a quorum but generally will not be considered to be entitled to vote with respect to that proposal. Broker non-votes are not counted in the tabulation of the voting results with respect to the election of directors or for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but a broker non-vote will not otherwise affect the outcome of a vote on a proposal that requires a majority of the votes cast. With respect to a proposal that requires a majority of the outstanding shares (of which there are presently none for this Annual Meeting), a broker non-vote has the same effect as a vote against the proposal.

What is the Notice of Internet Availability of Proxy Materials?

Pursuant to the rules of the Securities and Exchange Commission (“SEC”), we are making this proxy statement and our Annual Report on Form 10-K available to certain of our shareholders electronically via the Internet. Accordingly, in compliance with this e-proxy process, on or about April 9, 2010, we mailed to our beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our Annual Report on Form 10-K via the Internet and how to vote online. As a result, unless otherwise required, you may not receive a copy of the proxy materials unless you request a copy. All shareholders will be able to access the proxy materials on a Web site referred to in the Notice and in this proxy statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a printed or electronic copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice. By participating in the e-proxy process, we will save money on the cost of printing and mailing documents to you and reduce the impact of our annual meeting of shareholders on the environment.

Can I change or revoke my vote after I return my proxy card or voting instruction card?

Yes. Even if you sign the proxy card or voting instruction card in the form accompanying this proxy statement, vote by telephone or vote on the Internet, you retain the power to revoke your proxy or change your vote. If you are a shareholder of record, you can revoke your proxy or change your vote at any time before it is exercised by giving written notice to our Secretary or Assistant Secretary, 650 East Swedesford Road, Second Floor, Wayne, Pennsylvania 19087, specifying such revocation. You may also change your vote by timely delivery of a later-dated vote by telephone or on the Internet, or by voting by ballot at the Annual Meeting. If you hold your shares through a broker, bank or other nominee, you can revoke your proxy by contacting the broker, bank or other nominee and submitting a later dated voting instruction card.

Who can attend the Annual Meeting?

All shareholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting. Each shareholder may also bring one guest to the Annual Meeting, space permitting. Only our shareholders of record will be entitled to speak at the Annual Meeting.

What do I need to attend the Annual Meeting and when should I arrive?

In order to be admitted to the Annual Meeting, a shareholder must present an admission ticket or proof of ownership of our common stock on the record date. Any holder of a proxy from a shareholder must present the proxy card, properly executed, and an admission ticket to be admitted. Shareholders and proxy holders must also present a form of government-issued photo identification such as a passport or driver’s license.

An admission ticket is provided on the back cover page of your proxy statement. If you plan to attend the Annual Meeting, please keep this ticket and bring it with you to the Annual Meeting. If you receive this proxy statement electronically, you can obtain a ticket in advance of the Annual Meeting by printing the final page of this proxy statement. If a shareholder does not bring an admission ticket, proof of ownership of our common stock on the record date will be needed to be admitted. If your shares are held in the name of a bank, broker or other holder of record, a brokerage statement or letter from the bank or broker is an example of proof of ownership.

Admission to the Annual Meeting will begin at 7:30 a.m., EDT. Seating will be limited. In order to ensure that you are seated by the commencement of the Annual Meeting at 8:00 a.m., we recommend that you arrive early.

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The Annual Meeting will be held at the offices of Pepper Hamilton, LLP, Eighteenth and Arch Streets, 3000 Two Logan Square, Philadelphia, Pennsylvania 19103-2799. When you arrive, signs will direct you to the appropriate meeting room. Please note that due to security reasons, all bags will be subject to search. We will be unable to admit anyone who does not comply with these security procedures. Cameras and other recording devices will not be permitted in the meeting room.

Who pays for the proxy solicitation and how will we solicit votes?

We will bear the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, our directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or e-mail. They will not be paid any additional compensation for such solicitation. We will request brokers and nominees who hold shares of our common stock in their names to furnish proxy materials to beneficial owners of the shares. We will reimburse such brokers and nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners.

How can I access Kenexa’s proxy materials and annual report electronically?

This proxy statement and our 2009 Annual Report are available on our website at

http://www.kenexa.com/Investor-Relations/Annual-Reports.aspx

Is a list of shareholders available?

The names of shareholders of record entitled to vote at the Annual Meeting will be available for review by shareholders at the Annual Meeting.

How do I find out the voting results?

Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published in a Current Report on Form 8-K which we will file with the SEC within 4 business days following the Annual Meeting. After that Form 8-K has been filed, you may obtain a copy by visiting our website, by contacting our Investor Relations department by calling (866) 888-8121, by writing to Investor Relations, Kenexa Corporation, 650 East Swedesford Road, Second Floor, Wayne, Pennsylvania 19087 or by sending an email to investorrelations@kenexa.com.

What if I have questions about lost stock certificates or I need to change my mailing address?

Shareholders of record may contact our transfer agent, StockTrans a Broadridge Company, by calling 1-866-578-5350 or writing to StockTrans a Broadridge Company, 44 West Lancaster Avenue, Ardmore, Pennsylvania 19003, or by visiting their website at www.stocktrans.com, to get more information about these matters.

What is the address of Kenexa’s principal executive offices?

Our principal executive offices are located at 650 East Swedesford Road, Second Floor, Wayne, Pennsylvania 19087.

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HOW DO I VOTE?

Your vote is important. You may vote by telephone, on the Internet, by mail or by attending the Annual Meeting and voting by ballot, all as described below. For our shareholders of record, telephone and Internet voting facilities are available now and will be available 24 hours a day until 11:59 p.m., Eastern Daylight Time, on May 18, 2010.

Vote by Telephone

Vote on the Internet

Vote by Mail

Voting at the Annual Meeting

The method or timing of your vote will not limit your right to vote at the Annual Meeting if you attend the meeting and vote in person. However, if your shares are held in the name of a broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record of your shares to be able to vote at the Annual Meeting. You should allow yourself enough time prior to the Annual Meeting to obtain this proxy from the holder of record of your shares.

Those shares represented by the proxy cards received, properly marked, dated, signed and not revoked, will be voted at the Annual Meeting. If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy card will be voted as recommended by our board of directors.

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BOARD OF DIRECTORS

Our board of directors is composed of eight members and is divided into three classes with staggered three-year terms. Unless otherwise specified in the accompanying proxy, the shares voted pursuant thereto will be cast for each of Joseph A. Konen and Richard J. Pinola. If, for any reason, at the time of election, any of the nominees named should decline or be unable to accept his nomination or election, it is intended that such proxy will be voted for a substituted nominee, who would be recommended by our board of directors. Our board of directors, however, has no reason to believe that any of the nominees will be unable to serve as a director.

The following biographical information is furnished as to each nominee for election as a director and each of the current directors:

Nominees for Election to the Board of Directors for a Three-Year Term Expiring at the 2013 Annual Meeting

Joseph A. Konen, 62, has been a member of our board of directors since 2000. Mr. Konen, who is now retired, has held a number of executive positions, most recently serving from 1994 to 1999 as the president and chief operating officer of Ameritrade Holding Corporation, a provider of brokerage services. Mr. Konen received a B.A. in economics and an M.B.A. in finance and management from Indiana University at Bloomington.

Areas of Relevant Experience: Experience in executive level positions at multiple highly successful organizations, with specific areas of focus in both operations and finance.

Richard J. Pinola, 64, has been a member of our board of directors since 2005. From 1992 to 2004, Mr. Pinola served as the chairman and chief executive officer of Right Management Consultants, a human resources consulting firm. From 1989 to 1991, Mr. Pinola served as the chief operating officer of Penn Mutual Life Insurance Company. Mr. Pinola also serves as a director of Nobel Learning Communities, Inc., a for-profit provider of education and educational services; and Corporate Property Associates 14 Inc., Corporate Property Associates 15 Inc., and Corporate Property Associates 16 Inc., each a real estate investment trust. Mr. Pinola previously served as a director of K-Tron International, Inc., a manufacturer of material handling equipment and systems and Bankrate, Inc., an Internet financial services provider. Mr. Pinola received a B.S. in accounting from King’s College.

Areas of Relevant Experience: Experience in executive level positions at several highly successful organizations, with specific areas of focus in both operations and finance.

Members of the Board of Directors Continuing in Office for a Term Expiring at the 2012 Annual Meeting

Troy A. Kanter, 42, joined us in 1997 and has served as a member of our board of directors since May 2006 and as our President and Chief Operating Officer since November 2006. From 2003 until November 2006, Mr. Kanter served as our president, Human Capital Management. From 1997 to 2003, Mr. Kanter served as our executive vice president, sales and business development. From 1997 to 1999, he managed our HCM Consulting, Retention Services operations. From 1995 to 1997, Mr. Kanter was the president of Human Resources Innovations, Inc., a company he co-founded that provided employee survey research and consulting and which we acquired in 1997. From 1990 to 1994, Mr. Kanter was employed by The Gallup Organization, a provider of research, survey and HCM services, most recently serving as its vice president of client services. Mr. Kanter received a B.A. in corporate communications from Doane College.

Areas of Relevant Experience: Executive level experience in both large and medium size organizations serving in sales, business development and operations.

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Renee B. Booth, 51, has served as a member of our board of directors since May 2006. Since 1999, Dr. Booth has served as the president of Leadership Solutions, Inc., a boutique human resources consulting firm specializing in leadership assessments, selection, development and motivation. Dr. Booth received a B.A. in psychology from the University of Maryland and a M.S. and Ph.D. in industrial/organizational psychology from Pennsylvania State University.

Areas of Relevant Experience: Practical experience in the HR assessment business and executive leadership consulting.

Rebecca J. Maddox, 56, has been a member of our board of directors since October 2006. Ms. Maddox is a founding principal, president and chief executive officer of Maddox Smye LLC, an international specialty sales consulting firm, and has served in that capacity since 1993. Prior to that, Ms. Maddox held positions that included chief executive officer of Capital Rose, Inc., senior vice president, marketing of Capital Holding, and senior vice president, marketing, Citicorp. Ms. Maddox received a B.S. degree in business administration from Pennsylvania State University and an M.B.A. in marketing and finance from Columbia University.

Areas of Relevant Experience: Knowledge gained from working in senior level positions within the financial services industry and relationship expertise on how gender plays a critical part in developing a successful marketing strategy.

Members of the Board of Directors Continuing in Office for a Term Expiring at the 2011 Annual Meeting

Barry M. Abelson, 63, has been a member of our board of directors since 2000. Since 1992, Mr. Abelson has been a partner in the law firm of Pepper Hamilton LLP, which has provided legal services to us since 1997. Mr. Abelson received an A.B. in sociology from Dartmouth College and a J.D. from the University of Pennsylvania Law School.

Areas of Relevant Experience: Executive level leadership at a well established law firm dealing with a myriad of corporate legal matters.

Nooruddin (Rudy) S. Karsan, 52, co-founded our predecessor company in 1987 and has served as the chairman of our board of directors since 1997 and as our chief executive officer since 1991. Prior to that, Mr. Karsan headed marketing actuarial for the Mercantile & General Insurance Company in Toronto, Canada. Mr. Karsan received a B Math in actuarial science from the University of Waterloo. Mr. Karsan holds the designation of Fellow of the Society of Actuaries.

Areas of Relevant Experience: Chairman and founder of organization with proven ability to drive and oversee our business strategy; comprehensive knowledge of our strategic and operational opportunities and challenges and our competitive environment.

John A. Nies, 41, has been a member of our board of directors since 2002. Mr. Nies is a managing director of JMH Capital, a private equity firm. From 2002 to 2005, Mr. Nies served as a principal of Sage River Partners, LLC and Maplegate Holdings, LLC, private equity firms investing on behalf of individual investors. From 2001 to 2002, Mr. Nies worked for Parthenon Capital, Inc., a private equity investment firm, most recently serving as its managing director, operations, a position in which he was responsible for post-transaction performance of portfolio companies. From 1991 to 2001, Mr. Nies worked for The Parthenon Group, a management consulting firm. Mr. Nies received an A.B. in economics from Dartmouth College and an M.B.A. from Harvard Business School.

Areas of Relevant Experience: Business acumen derived from evaluating small to large venture proposals, and implementing the necessary corporate governance procedures to ensure an entity’s success.

While each of our board of director members possess specific qualities which make them well suited for their roles at Kenexa, their individual areas of expertise, stage in their career, and accumulated work experience are varied enough to ensure that there is adequate diversity among our board members. In determining whether a prospective board member is a good fit for Kenexa’s board, our governance committee considers among other factors how the prospect’s diversity will impact the effectiveness of the board.

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STRUCTURE AND PRACTICES
OF THE BOARD OF DIRECTORS

Corporate Governance Policy

We regularly monitor developments in the area of corporate governance and review our processes and procedures in light of such developments. In those efforts, we review federal laws affecting corporate governance, such as the Sarbanes-Oxley Act of 2002, as well as rules adopted by the SEC and The Nasdaq Stock Market LLC (“Nasdaq”). We believe that our procedures and practices, including the policies described below, are designed to enhance our shareholders’ interests.

Board Meetings

Our business, property and affairs are managed under the direction of our board of directors. Members of our board of directors are kept informed of our business through discussions with our Chairman and Chief Executive Officer, President, Chief Financial Officer and other officers and employees, by reviewing materials provided to them, by visiting our offices and by participating in meetings of our board of directors and its committees.

Our board of directors met four times during 2009. During 2009, the committees of our board of directors held a total of 21 meetings. Each director attended at least 75% of the total number of meetings of the board of directors and each committee of the board on which such director served.

Shareholder Communications with the Board of Directors

Shareholders may initiate in writing any communication with our board of directors or any individual director by sending the correspondence to our General Counsel, c/o Kenexa Corporation, 650 East Swedesford Road, Second Floor, Wayne, Pennsylvania 19087 or by sending an email to shareholdercommunications@kenexa.com . This centralized process assists our board of directors in reviewing and responding to shareholder communications in an appropriate manner. Any communication should not exceed 500 words in length and must be accompanied by the following information:

In addition, e-mails from shareholders to our board of directors should not contain attachments. Any attachments contained in such email messages will be automatically removed. If you wish to provide additional materials with your communications, please use regular mail, sent to the address above.

All communications that comply with the above procedural requirements will be relayed to the appropriate board of directors member. We will not forward any communications:

Board Attendance at the Annual Meeting

Although we encourage each member of our board of directors to attend our annual meetings of shareholders, we do not have a formal policy requiring the members of our board of directors to attend. All of our directors attended our 2009 Annual Meeting of Shareholders.

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Independence Determination

Our board of directors has and will continue to observe all applicable criteria for independence established by Nasdaq and other governing laws and applicable regulations. No director is deemed to be independent unless our board of directors determines that the director has no relationship which would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. Our board of directors has determined that the following directors are independent as determined by the Nasdaq listing standards and other applicable regulations: Barry M. Abelson, Renee B. Booth, Joseph A. Konen, Rebecca J. Maddox, John A. Nies and Richard J. Pinola.

Code of Business Conduct and Ethics

In 2005, we adopted a Code of Business Conduct and Ethics. We require all employees, including our principal executive officer and principal financial officer and other senior officers and our directors, to read and to adhere to our Code of Business Conduct and Ethics in discharging their work related responsibilities. Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of our Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available on our website at http://www.kenexa.com/Investor-Relations/Corporate-Governance.aspx and can be obtained by writing to Investor Relations, Kenexa Corporation, 650 East Swedesford Road, Wayne, Pennsylvania 19087 or by sending an email to InvestorRelations@kenexa.com .

Board Committees

Our board of directors maintains several standing committees, including an audit committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, a compensation committee, and a nominating and governance committee. These committees and their functions are described below. Our board of directors may also establish various other committees to assist it in its responsibilities.

Our board of directors has adopted a written charter for each of its standing committees. The full text of each charter is available on our website at http://www.kenexa.com/Investor-Relations/Corporate-Governance.aspx and can be obtained by writing to Investor Relations, Kenexa Corporation, 650 East Swedesford Road, Second Floor, Wayne, Pennsylvania 19087 or by sending an email to InvestorRelations@kenexa.com .

The following table shows the current members (indicated by an “X” or “Chair”) of each of our standing board committees and the number of committee meetings held and number of actions taken by unanimous written consents during 2009:

		Audit		Nominating and Governance		Compensation
Barry M. Abelson			—				X				—
Renee B. Booth			—				X				Chair
Troy A. Kanter			—				—				—
Rudy S. Karsan			—				—				—
Joseph A. Konen			Chair				—				—
Rebecca J. Maddox			X				—				X
John A. Nies			—				Chair				—
Richard J. Pinola			X				—				X
Number of Meetings			11				6				4
Number of Consents			—				—				4

Audit Committee

Our audit committee is comprised of Mr. Konen (chair), Ms. Maddox and Mr. Pinola. Our board of directors has determined that each of Messrs. Konen and Pinola is an “audit committee financial expert” as currently defined under the SEC’s rules implementing Section 407 of the Sarbanes-Oxley Act of 2002. We believe that the composition and functioning of our audit committee complies with all applicable requirements

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of the Sarbanes-Oxley Act of 2002, Nasdaq and the SEC’s rules and regulations, including those regarding the independence of our audit committee members. We intend to comply with future requirements to the extent that they become applicable to us.

Our audit committee oversees our corporate accounting and financial reporting processes. Our audit committee:

Nominating and Governance Committee

Our nominating and governance committee is comprised of Mr. Nies (chair), Mr. Abelson and Dr. Booth. We believe that the composition of our nominating and governance committee complies with any applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and the SEC’s rules and regulations, including those regarding the independence of our nominating and governance committee members. We intend to comply with future requirements to the extent that they become applicable to us.

Our nominating and governance committee’s responsibilities include the selection of potential candidates for our board of directors. It also makes recommendations to our board of directors concerning the structure and membership of the other board committees and considers director candidates recommended by others, including our Chief Executive Officer, other board members, third parties and shareholders. In addition, our nominating and governance committee develops and monitors our corporate governance guidelines, and assesses succession planning for senior management of the company.

Compensation Committee

Our compensation committee is currently comprised of Dr. Booth (chair), Ms. Maddox and Mr. Pinola. We believe that the composition and functioning of our compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and the SEC’s rules and regulations, including those regarding the independence of our compensation committee members. We intend to comply with future requirements to the extent that they become applicable to us.

Our compensation committee administers the compensation program for our executive officers. Our compensation committee:

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In deciding upon the appropriate level of compensation for our executive officers, the compensation committee regularly reviews our compensation programs relative to our strategic objectives and emerging market practice and other changing business and market conditions. In addition, the compensation committee also takes into consideration the recommendations of our Chief Executive Officer concerning compensation actions for our other executive officers and any recommendations of compensation consultants. The primary role of consultants is to provide objective data, analysis and advice to the compensation committee. In providing data and recommendations to the compensation committee, our consultants work with our Chief Executive Officer and management to obtain information needed to carry out its assignments. See the section below entitled “Executive Compensation and Executive Officers—Compensation Discussion and Analysis” for further discussion of the compensation committee’s role in determining the compensation of our executive officers.

Role of Chairman and CEO

Mr. Karsan serves as both the Chairman of our board of directors and our CEO. Our board of directors’ decision to assign these two roles to a single person, was guided by several important attributes of Mr. Karsan:

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While these attributes were important, our board of directors would not have considered combining the roles of Chairman and CEO if it did not firmly believe that we have in place sound checks and balances to ensure that we maintain the highest standards of corporate governance and continued accountability of the CEO to the board of directors. For example:

Director Compensation

The following table sets forth the amount of compensation that we paid to each of our directors for the year ended December 31, 2009, other than our employee directors who did not receive any additional compensation for their role as a director.

Name		Fees Earned or Paid in Cash ($)		Option Awards ($) (1)		Total ($)
Barry M. Abelson			32,500				86,900				119,400
Renee B. Booth			37,500				86,900				124,400
Joseph A. Konen			40,000				86,900				126,900
Rebecca J. Maddox			37,500				86,900				124,400
John A. Nies			35,000				86,900				121,900
Richard J. Pinola			37,500				86,900				124,400

Each member of our board of directors, other than those directors who are our employees or employees or partners of our affiliates, are entitled to receive an annual retainer of $30,000 for service on our board of directors. The chair of each of our compensation committee and our nominating and governance committee receives an additional annual fee of $5,000, while each other member of those committees receives an annual fee of $2,500 for each committee upon which the member serves. The chair of our audit committee receives an additional annual fee of $10,000 and each other member of our audit committee receives an additional annual fee of $5,000. We also reimburse members of our board of directors for travel, lodging and other reasonable out-of-pocket expenses incurred in attending board and committee meetings.

Our compensation committee periodically reviews the compensation that we offer to our non-employee directors in light of the duties of our directors and the compensation offered by our peer companies to their directors. Based upon this review, we may from time to time adjust the compensation that we offer to our non-employee directors in order to help us attract and retain the most qualified individuals to serve on our board of directors.

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As of December 31, 2009 each of our directors held options to purchase the following number of shares of our common stock:

Name		Aggregate Options to Purchase
Barry M. Abelson			56,000
Renee B. Booth			42,000
Joseph A. Konen			56,000
Rebecca J. Maddox			42,000
John A. Nies			44,000
Richard J. Pinola			44,000

On February 17, 2009, our board of directors, upon the recommendation of the compensation committee, determined that, each member of our board of directors, other than those directors who are our employees or employees or partners of our affiliates, is eligible to receive a stock option to purchase 20,000 shares of our common stock at the first meeting of the board of directors following each annual shareholders’ meeting. These awards will vest on the date immediately preceding the date of the following annual meeting of shareholders and will have an exercise price per share equal to the fair market value of the date of grant.

Minimum Qualifications of Directors

In making its recommendations as to nominees for election to our board of directors, our nominating and governance committee may consider, in its sole judgment, recommendations of our Chief Executive Officer and other senior executives, other board members, shareholders and third parties. Our nominating and governance committee may also retain third-party search firms to identify candidates. Shareholders desiring to recommend nominees should submit their recommendations in accordance with the instructions in the section of this proxy statement below entitled “Shareholder Nominations of Directors and Other Business—Recommendations of Nominees.” The Committee has not adopted any criteria for evaluating a candidate for nomination that differ depending on whether a candidate is nominated by a shareholder versus by a director, member of management or other third party.

Our nominating and governance committee considers the following criteria in determining whether a nominee is qualified to serve on our board of directors:

Our nominating and governance committee also considers such other factors as it deems appropriate, including the current composition of our board of directors.

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If the committee decides, on the basis of its preliminary review of a candidate, to proceed with further consideration of a candidate, members of the committee, as well as other members of our board of directors as appropriate, interview the candidate. After completing this evaluation and interview, the committee makes the final determination whether to nominate or appoint the candidate as a new board member.

Shareholder Nominations of Directors and Other Business; Recommendations of Nominees

Shareholder Nominations of Directors and Other Business.   Our bylaws provide procedures by which a shareholder may nominate for election to our board of directors at any meeting of shareholders individuals or bring business before an annual meeting of shareholders. A shareholder desiring to nominate a director for election to our board of directors, or to bring any other business before an annual meeting of shareholders, should deliver a notice to our Secretary at our principal executive offices at 650 East Swedesford Road, Second Floor, Wayne, Pennsylvania 19087, no later than the 60th day nor earlier than the 90th day prior to the first anniversary of the preceding year’s annual meeting of shareholders. In the event that the date of the annual meeting of shareholders is more than 30 days before or more than 60 days after the anniversary of the preceding year’s annual meeting of shareholders, notice by the shareholder must be so received not earlier than the 90th day prior to the annual meeting of shareholders and not later than the later of the 60th day prior to the annual meeting of shareholders or the 15th day following the day on which public announcement of the date of the meeting is first made. In the event that a special meeting of shareholders is called at which directors are to be elected pursuant to the notice of that meeting, a shareholder desiring to nominate a director for election to our board of directors at that meeting should deliver a notice to our Secretary at our principal executive offices at 650 East Swedesford Road, Second floor, Wayne, Pennsylvania 19087, not later than the later of the 60th day prior to that meeting or the 15th day after the public announcement of that meeting nor earlier than the 90th day prior to that meeting.

The shareholder’s notice must set forth:

Shareholder Recommendations of Nominees.   Our nominating and governance committee considers suggestions from many sources, including shareholders, regarding possible candidates for director. The committee will give consideration to shareholder recommendations for positions on our board of directors where the committee has determined not to re-nominate a qualified incumbent director. The committee will only consider recommendations of candidates who satisfy the minimum qualifications prescribed by the committee for board nominees, including that a director must represent the interests of all shareholders and not serve for the purpose of favoring or advancing the interests of any particular shareholder group or other constituency.

To be considered by our nominating and governance committee, a shareholder recommendation must be submitted to our Secretary and include a complete description of the nominee’s qualifications, experience and background, together with a statement signed by the nominee in which he or she consents to serve as a director if nominated and elected.

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Although our nominating and governance committee has not established a minimum number of shares that a shareholder must own in order to suggest a candidate for consideration, or a minimum length of time during which the shareholder must own its shares, the committee will take into account the size and duration of a recommending shareholder’s ownership interest. Our nominating and governance committee will also consider the extent to which the shareholder making the suggestion intends to maintain its ownership interest in shares of our common stock.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, Dr. Booth, Ms. Maddox, and Mr. Pinola served as members of our compensation committee. None of these individuals was at any time since January 1, 2009 or at any time prior thereto an officer or employee of ours. In addition, none of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Board of Directors’s Role in Risk Oversight

Our board of directors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant committees that report on their deliberations to the board of directors. The oversight responsibility of our board of directors and its committees is enabled by management reporting processes that are designed to provide visibility to our board of directors about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, liquidity and tax), legal, regulatory, compliance and reputational risks. The board of directors and its committees oversee risks associated with their respective principal areas of focus, as summarized below.

Committee		Primary Areas of Risk Oversight
Audit Committee		Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters.
Nominating and Governance Committee		Risks and exposures associated with leadership and succession planning; and corporate governance.
Compensation Committee		Risks and exposures associated with executive compensation programs and arrangements, including incentive plans.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of March 22, 2010, with respect to the beneficial ownership of our common stock by: (i) each shareholder known by us to be the beneficial owner of more than 5% of our common stock; (ii) each director or director nominee; (iii) each executive officer named in the Summary Compensation Table under “Executive Compensation and Executive Officers” in these proxy materials; and (iv) all current executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. Shares of our common stock subject to options currently exercisable or exercisable within 60 days of March 22, 2010 are deemed to be outstanding for calculating the percentage of outstanding shares of the person holding those options, but are not deemed outstanding for calculating the percentage of any other person. Percentage of beneficial ownership is based upon 22,593,222 shares of our common stock outstanding as of March 22, 2010. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is c/o Kenexa Corporation, 650 East Swedesford Road, Second Floor, Wayne, Pennsylvania 19087.

Name of Beneficial Owner		Amount of Beneficial Ownership		Percent of Class
Columbia Wanger Asset Management, L.P. (1)			2,645,000				11.7	%
Stadium Capital Management, LLC (2)			2,038,230				9.0	%
The Gund Group (3)			1,703,472				7.5	%
BlackRock, Inc. (4)			1,338,385				5.9	%
Nooruddin S. Karsan (5)			1,361,094				6.0	%
Troy A. Kanter (6)			420,705				1.9	%
Donald F. Volk (7)			166,924				*
Archie L. Jones, Jr. (8)			80,150				*
Richard J. Pinola (9)			77,700				*
Joseph A. Konen (10)			68,700				*
Barry M. Abelson (11)			64,700				*
John A. Nies (12)			56,700				*
James P. Restivo (13)			53,500				*
Renee B. Booth (14)			44,700				*
Rebecca J. Maddox (15)			44,700				*
All executive officers and directors as a group – 12 persons (16)			2,523,573				11.2	%

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EXECUTIVE COMPENSATION AND EXECUTIVE OFFICERS

Executive Officers

The following are biographical summaries of our executive officers.

Nooruddin (Rudy) S. Karsan, 52, co-founded our predecessor company in 1987 and has served as the Chairman of our board of directors since 1997 and as our Chief Executive Officer since 1991. Prior to that, Mr. Karsan headed marketing actuarial for the Mercantile & General Insurance Company in Toronto, Canada. Mr. Karsan received a B Math in actuarial science from the University of Waterloo. Mr. Karsan holds the designation of Fellow of the Society of Actuaries.

Troy A. Kanter, 42, joined us in 1997 and has served as a member of our board of directors since May 2006 and as our President and Chief Operating Officer since November 2006. During 2008, Mr. Kanter became increasingly more responsible for our companywide strategy and operations. From 2003 until November 2006, Mr. Kanter served as our President, Human Capital Management. From 1997 to 2003, Mr. Kanter served as our Executive Vice President, Sales and Business Development. From 1997 to 1999, he managed our HCM Consulting, Retention Services operations. From 1995 to 1997, Mr. Kanter was the president of Human Resources Innovations, Inc., a company he co-founded that provided employee survey research and consulting and which we acquired in 1997. From 1990 to 1994, Mr. Kanter was employed by The Gallup Organization, a provider of research, survey and HCM services, most recently serving as its vice president of client services. Mr. Kanter received a B.A. in corporate communications from Doane College.

Donald F. Volk, 60, has served as our Chief Financial Officer since December 1996. Prior to joining us, Mr. Volk was a partner in the accounting firm of Brinker, Simpson, Nicastro & Volk. Mr. Volk received a B.S. in Accounting from Villanova University and an M.S. in Taxation from the Villanova University School of Law. Mr. Volk became a Certified Public Accountant in 1974.

Sarah M. Teten, 36, joined us in 1999 and has served as our Chief Customer Officer since October 2009. In 2009, Ms. Teten transitioned into this role and is responsible for ensuring Kenexa’s brand and extreme service promise is communicated, delivered and fulfilled at each phase of the customer lifecycle. From 2004 to 2009 Ms. Teten served as our Chief Marketing Officer. From 2002 to 2004, Ms. Teten served as our Director of Marketing and was one of our sales executives from 1999 until 2002. Prior to joining us, Ms. Teten served as a marketing manager for Kaplan Educational Centers, a provider of educational services. Ms. Teten received a Bachelor of Journalism and Mass Communications degree from the University of Nebraska.

Archie L. Jones, Jr. , 38, has served as our Vice President of Business Development since August 2005. In 2008, his responsibilities were expanded to include Global Operations and Delivery and its financial impact. From 2003 until 2005, Mr. Jones served as managing director of Maplegate Holdings, a private equity investment firm that he co-founded that focuses on small-cap buyouts. From 1998 until 2002, Mr. Jones was a principal and charter member of Parthenon Capital, Inc., a private equity investment firm. Mr. Jones served on our board of directors from 1999 until 2002. He served on the board of directors of Franco Apparel Group from 1998 until 2004 and held the role of that organization’s interim CFO in 1999. Mr. Jones received an M.B.A. from Harvard Business School and a B.A. in Accounting and Business Administration from Morehouse College.

James P. Restivo , 49, has served as our Chief Knowledge Officer since October 2006. Prior to joining us, Mr. Restivo was the founder, President and Chief Executive Officer of Blue Angel Technologies. Between 1993 and 1997, he also served as the Vice President of Development for Vertex Inc., the leading provider of corporate sales tax software. Mr. Restivo received a S.M. degree in electrical engineering and computer science from the Massachusetts Institute of Technology and a B.S. degree with a double major in computer science and applied mathematics and statistics the State University of New York at Stony Brook.

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Compensation Discussion and Analysis

The Role of the Compensation Committee in Determining Executive Compensation

The Compensation Committee of the board of directors, which is comprised entirely of independent directors, is responsible for ensuring that our executive compensation policies and programs are competitive within the markets in which we compete for talent and reflect a strong focus on shareholder value. The Compensation Committee reviews and approves the compensation levels and benefit programs for annual salary, bonus, stock options, and other benefits (direct and non-direct) for all of our Named Executive Officers (“NEOs”). Our NEOs consist of Mr. Karsan, our principal executive officer, Mr. Volk, our principal financial officer, Mr. Kanter, President, Mr. Jones and Mr. Restivo, who are our most highly compensated executive officers (other than our principal executive officer and principal financial officer) serving as of December 31, 2009 and whose total compensation exceeded $100,000 during the year ended December 31, 2009. The Compensation Committee reviews and approves the corporate goals and objectives relevant to the NEOs’ compensation, reviews the evaluation of their performance against these objectives and, based on that evaluation, approves the NEOs’ compensation programs.

In 2007, the Compensation Committee retained an independent, nationally recognized human resources and executive compensation firm, Mercer Consulting, to advise the Compensation Committee directly with respect to current and future trends and issues in executive compensation, and on the competitiveness of the compensation structure and level of our NEOs. In 2008 and early 2009, the Compensation Committee utilized management’s compensation analysis in conjunction with updating Mercer Consulting’s 2007 analysis to evaluate our executive compensation program. Management’s analysis was based on third party Peer Group data provided by Equilar, a leading information services firm with products focused on analyzing and benchmarking executive and director compensation. See “Market Benchmarking” below for a list of our peer group companies.

In late 2009, the Compensation Committee retained Exequity, LLP (“Exequity”) as our independent compensation consultant. Exequity was hired by the Compensation Committee and reports directly to the Committee. The Compensation Committee retains full authority over Exequity’s activities, including the authority to terminate the relationship. In 2009, the Compensation Committee commissioned Exequity to gather, among other things, Custom Peer Group data for both its NEOs and outside Directors. As part of its duties, the Compensation Committee annually reviews the independence of its compensation consultant and in 2009, concluded that Exequity was independent.

In 2010, Exequity completed its competitive benchmarking analysis for the Compensation Committee on the pay of our top executive officers compared to the market. Exequity also provided the Compensation Committee with general information on recent trends in executive compensation.

Our management and compensation staff provides additional analysis and counsel as requested by the Compensation Committee. You can learn more about the Committee’s purpose, responsibilities, structure, and other details by reading the Compensation Committee’s charter which can be found in the Corporate Governance section of our website at www.Kenexa.com . See “Structure and Practices of The Board of Directors —  Committees” on page 9 .

Compensation Objectives & Philosophy

As a provider of integrated human capital solutions, we believe that the value we deliver to our customers depends in large part upon the quality of our people. Our business model is based on our ability to establish long-term relationships with customers, and to maintain a strong mission, customer focus, entrepreneurial spirit, and team orientation. The compensation programs we provide to our executives are designed to support our vision to become the most profitable and recognized leader for integrated human capital solutions by:

Providing a strong focus on critical corporate metrics and the creation of shareholder value.   Our executive compensation program is designed to align pay with corporate performance and the creation of shareholder value, and to manage pay as an important operating expense. Accordingly, in 2009 our executive compensation program was heavily weighted toward variable pay in the form of annual cash incentives, which tie a substantial portion of an executive’s compensation to our success in achieving specified performance

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goals, and long-term incentive awards (primarily in the form of stock options) which tie a significant portion of an executive’s compensation to the creation of shareholder value. We believe that these programs provide us with the ability to ensure that the compensation paid to our executives correlates with benefits to our shareholders.

Encouraging continued service by providing a significant portion of compensation through long-term incentives.   In 2009 we aligned our top executives’ compensation opportunities with shareholders’ interests by awarding stock options. The options awarded in 2009 vest over several years of continuous service, to promote the achievement of long-term operating objectives, and to provide incentives for loyal and long-term service to us. The Compensation Committee believed that the market and operating conditions faced by us in 2009 made stock options the most appropriate long-term incentive vehicle to motivate shareholder value creation.

Reinforcing our mission and values, and our focus on customer service.   Our values emphasize the importance of human potential, growth through service excellence, and performance-based rewards. Consistent with our advice to our own clients, we believe that our executive compensation program reinforces our primary focus on corporate performance, and, as a result, bonuses are based in part on key organizational measures.

Creating accountability for results.   Our compensation program emphasizes variable, at-risk incentive award opportunities. Our philosophy is to provide each of our executive officers with approximately 40% to 50% of his/her target cash compensation through at-risk bonus compensation. However, depending upon our results, our bonus structure permits for the variable component of our compensation program to be either 0%, or significantly in excess of 50%, of total compensation. In this way, we seek to reward our executives for exceptional performance.

Rewarding individual performance and contributions.   Salary, annual awards, and long-term incentive awards are based on both an individual’s job level as well as performance against specified financial, operational and strategic goals, as appropriate to the individual’s position. As we advise our own clients, we feel it is in our best long-term interests for our high performing employees to be rewarded for personal and professional development and the achievement of individual objectives.

Allowing us to compete effectively for talent.   The compensation program design and levels are set considering the practices of similar companies with which we compete for talent. We seek, as part of our compensation philosophy, to target our base salaries at the market median, with target total compensation at approximately the 75 ^th percentile of market, dependent on continued high company financial results, to reward for achievement of individual objectives. We define our market for this purpose to include software, business process outsourcing, and consulting firms, among other types of organizations identified below under the heading “Market Benchmarking.” We believe it is the most appropriate competitive reference based on our competitive market for executive talent.

To aid in its analysis, the Compensation Committee also considers the comparative performance of our peer group companies. More specifically, the Compensation Committee reviews the following quantitative and qualitative factors to determine target total compensation:

The Committee reviewed the above factors in 2009 and determined that we did not reach our stated goals as set forth in further detail below and therefore the NEOs were not paid at the 75 ^th percentile. We believe our compensation and practices will continue to motivate exceptional performance, enabling us to deliver strong shareholder value over time, and to continue to develop and retain top executive talent.

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Consideration of Risk

One of the responsibilities of our audit committee is to review and assess our business risk management process, including the adequacy of our overall control environment and controls in selected areas representing financial and business risk. We believe that our current compensation program mitigates potential risks presented by standard incentive compensation programs through the following design features:

Market Benchmarking

We benchmark our executive compensation programs against a group of companies with which we compete, which we refer to as our “Peer Group”. The Compensation Committee uses market data provided on a periodic basis by external compensation consultants. This market data includes SEC filings for peer companies and compensation data reported in published compensation surveys from reputable survey providers. The Peer Group is compiled by identifying companies who either compete directly with us for customers or compete directly with us for talent, and which are roughly the same size in revenue and/or market capitalization to us. The Compensation Committee solicits input from management and our compensation consultants, and carefully reviews the Peer Group composition for appropriateness.

In 2009, the Compensation Committee referenced the executive pay study conducted in 2007 to calibrate executive pay to the levels and designs among the peer companies. Eleven companies were included in the Peer Group used for purposes of this pay study. These companies are within a range of one-half to two times our total revenue at the time the pay study was conducted. Throughout 2009 the Peer Group was periodically evaluated and updated to ensure that it remained relevant. Toward the end of 2009, the Compensation Committee, in conjunction with management and Exequity, assessed the continued evolution of the Company’s operating environment and market for top executive talent, and developed a new, more refined, peer group for purposes of pay benchmarking in 2010. The newly developed peer group of companies did not impact pay decisions made in 2009, but will be used to help guide pay decisions on a prospective basis for 2010. Although the pay data from the 2010 peer group was developed in December 2009, well after the 2009 executive pay decisions were made in the first quarter of 2009, the Committee did retrospectively review this data in comparison to the data available from the 2009 peer group, and confirmed that the comparative study results based on the 2010 data were substantially consistent with those based on the 2009 Peer Group data.

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The Peer Group companies, all of which are publicly traded, for the 2008 and 2009 pay assessment and market alignment were:

Compensation for our NEOs is evaluated and approved annually by the Compensation Committee. The Compensation Committee reviews all compensation elements for the NEOs using management’s compensation analysis and the previously established compensation framework utilized by Mercer Consulting in its 2007 analysis and applied by our Compensation Committee in 2008 and 2009. The compensation analysis is based on third party Peer Group data provided by Equilar, an information services firm with products focused on analyzing and benchmarking executive and director compensation. For the annual executive compensation review, management provides the Compensation Committee with benchmark data for base salary, perquisites, annual incentives and equity awards. Our Compensation Committee uses the web-based Equilar compensation database as a source for benchmark data primarily for our NEOs. Equilardraws data from proxy statements and reports filed with the Securities and Exchange Commission. In practice, total compensation for each NEO may vary in any given year depending on the NEOs’ performance and achievement against several performance criteria. As a group, the combined executive pay opportunities for the NEOs fell just below the targeted benchmark level in 2009.

Each NEO’s base salary, annual incentive, and long-term incentives are established after considering the following factors:

Compensation Elements

The aggregate compensation of each of our NEOs consists of a number of key elements:

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— The above goals are described in more detail below, within “Executive Officer Bonus”.

Base Pay (Fixed)

Initial base salaries for our NEOs are determined by the Compensation Committee, based primarily on benchmark data for similar jobs at Peer Group companies. The Compensation Committee reviews each NEO's base salary annually and makes adjustments based on updated Peer Group data and on a subjective evaluation of the individual's contribution to our performance. For NEOs other than the CEO, evaluations are performed by the CEO, who may also make specific salary adjustment recommendations to the Compensation Committee. The CEO's evaluation is performed by the Compensation Committee, in conjunction with the other independent members of the board of directors, in light of both corporate and individual performance. Base salaries may also be adjusted when new roles and responsibilities are assumed. The Compensation Committee's decision to increase base salaries in 2009 was based upon market data provided by Equilar. This data suggested that base salary adjustments be made in 2009 for Archie Jones and Jim Restivo, in order to keep their base compensation in alignment with current market medians for similar positions and responsibilities. In addition, Archie Jones assumed additional responsibilities in 2009 for which the committee believed he should receive additional base pay. Such additional duties involved managing internal operations in order for us to maintain and enhance our profitability. Mr. Kanter received an increase in base salary which was based on his increasing involvement in our strategic direction, the desire by management to retain his talent and expertise, and our current succession plan to align his compensation with that of our CEO. The Compensation Committee did not feel an adjustment was necessary for the base salaries in 2009 of our two remaining NEOs.

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In February 2010, the Compensation Committee did not increase the base salaries for any of our NEOs. The base salaries of our named executive officers for 2007, 2008 and 2009 were as follows:

Executive		2007 Salary		2008 Salary		2009 Salary		% Increase (2007 – 2008)		% Increase (2008 – 2009)
Nooruddin (Rudy) S. Karsan Chief Executive Officer		$	500,000			$	500,000			$	500,000				0	%			0	%
Troy A. Kanter President and Chief Operating Officer		$	400,000			$	400,000			$	500,000				0	%			25	%
Donald F. Volk Chief Financial Officer		$	300,000			$	300,000			$	300,000				0	%			0	%
Archie L. Jones, Jr. Vice President, Business Development		$	180,000			$	190,000			$	225,000				5.6	%			18.4	%
James P. Restivo Chief Knowledge Officer		$	170,000			$	200,000			$	225,000				17.6	%			12.5	%

Executive Officer Bonus

MBOs for James Restivo		Maximum Plan		Actual
Product Enhancements		$	45,000			$	15,000
Internal System Enhancements		$	5,000			$	5,000
Hosting		$	5,000			$	5,000
Total		$	55,000			$	25,000

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Internal Measurement Metric (“IMM”)

All of our employees including each NEO participates in our company-wide IMM Bonus program. The IMM is an index calculated based upon backlog, new sales contracts, sales to large customers, our renewal rates, our operating income and timesheet compliance. The index for each NEO is set at a stretch level for maximum payout of $75,000. 90% of the stretch level attains a target payout of $50,000 and 80% of the stretch level attains a threshold payout of $25,000. Below 80% of the stretch level for each NEO results in no payout. While the IMM represents a relatively small portion of each NEO’s total annual cash incentive opportunity, the achievement of it closely correlates to our underlying performance as it consists of six variables that drive our current and future success. Upon recommendation from our CEO, our NEOs’ goals are reviewed and approved by the Compensation Committee. The NEOs are notified of the IMM objectives in January of each year and throughout the year they are provided with periodic updates of their progress towards the goal.

Our IMM is defined as follows:

IMM = (Backlog + Enterprise + Priority on Partners) x Renewal Rate x Operating Income x Timesheet Compliance

Each element of the 2009 IMM was defined as follows:

Backlog: The guarantee total contracted amount minus revenue recognized. For 2009, we set this target at $257 million.

Enterprise: Customer contracts entered into in excess of $2 million. For 2009, we set this target at $100 million.

Priority on Partners: Sales to our top 80 customers. For 2009, we set this target at $100 million.

Renewal: Our customer renewal rate. For 2009, we set this target at 85%.

Operating Income: Our percentage of operating income to revenue. For 2009, we set this target at 13%.

Timesheet Compliance: All employees filing timesheets on a timely basis. For 2009, we set this target at 98%.

During 2009, our IMM was set at 49 in order for the NEO to receive the maximum payout.

For the year ended December 31, 2009, the final IMM index was below the minimum level and, as a result there were no IMM bonus amounts earned by our NEOs.

Bonus Targets

In 2009, our NEOs had the following bonus targets which are determined as a percentage of each NEO’s base salary.

		2009 Target Bonuses as a Percentage of Base Salary
Executive		Executive Officer Bonus		IMM Bonus		Total Target Bonus
Nooruddin (Rudy) S. Karsan, Chief Executive Officer			58	%			10	%			68	%
Troy A. Kanter, President and Chief Operating Officer			58	%			10	%			68	%
Donald F. Volk, Chief Financial Officer			79	%			17	%			96	%
Archie L. Jones, Jr, Vice President, Business Development			53	%			22	%			75	%
James P. Restivo, Chief Knowledge Officer			53	%			22	%			75	%
X

NEOs have the ability to earn up to a maximum of 150% of base salary for exceeding target. Conversely, performance below 73% of the established target will result in no bonus payments on either the IMM or the Executive Officer Bonus. Performance is interpolated inbetween the threshold, target, and maximum as set forth under the section “Grants of Plan Based Awards” below.

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At the time the Compensation Committee approved the performance goals for 2009, we believed that the performance goals were attainable. The 2009 goals were based on a budget aligned with the economic conditions in existence at the time.

Long-Term Incentive Compensation

We believe that long-term incentives meaningfully align the interests of our NEOs with those of our shareholders. Additionally, we view long-term incentives as an important tool to attract and retain key executive talent. To that end, we have traditionally awarded long-term incentives in the form of equity-based opportunities, specifically, non-qualified options to purchase our common stock. Although it has been our practice in recent years to use stock options as our sole form of long-term incentive compensation, the Compensation Committee reviews this practice on an annual basis in light of our overall business strategy, existing market-competitive best practices, and other factors. Stock options are highly prevalent in our industry, especially among our publicly-traded peers.

The Compensation Committee may make option grants from time to time to executives whose contributions have, or we expect will have, a significant impact on our long-term performance. The Compensation Committee evaluates all overall compensation levels and designs when deciding to make a new option award, including consideration of current and other equity holdings. Pursuant to our 2005 Equity Incentive Plan, options are granted with an exercise price equal to the fair market value (i.e., the closing price of our common stock) on the date that the Compensation Committee approves the award. In accordance with our 2005 Equity Plan and recommendation of our Compensation Committee, stock options have a five to ten year term and vest over one to five years, although some previously granted options have shorter vesting periods.

The options granted in connection with our initial public offering in June 2005 were intended to motivate and retain executives through our early stages as a public company; therefore, these awards vest upon completion of five years of service following our initial public offering. Between our initial public offering and December 2009, we granted stock options to our NEOs in certain exceptional circumstances, including commencement of employment, promotion, exceptional performance, or to facilitate retention. 2009 grants to our NEOs are set forth in the “Grants of Plan Based Awards” table below.

Our Compensation Committee continues to believe that equity awards provide the most meaningful long-term incentive for our executive officers and intends to continue granting equity-based pay opportunities in 2010 based on the following criteria:

The annual stock option grant date for all employees (including the NEOs) pursuant to performance in the prior year is traditionally during the Compensation Committee meeting in February, or as soon as all pertinent data related to prior year performance goals is available. We have not granted discounted, backdated or retroactive options. The Compensation Committee may make additional grants from time to time to executives whose contributions have, or are expected to have a significant impact on our long-term performance.

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In 2009 the Compensation Committee believed that stock option awards would provide executives with a significant and long-term interest in our success and provide our NEOs with a risk and reward profile which benefits our shareholders. The Compensation Committee continues to review the most appropriate mix of the alternative equity-based vehicles available for grant, and may change this mix from the historic option-only practices in recent years. All equity-based awards made to NEOs are approved by the Compensation Committee.

We calculate the accounting cost of equity-based long-term incentive awards under FASB ASC 718, “ Compensation-Stock Compensation. ” As such, the grant date accounting fair value, which is fixed at date of grant, is expensed over the vesting period.

Benefits and Perquisites

We provide very limited perquisites to our NEOs. Instead, consistent with our compensation philosophy, we attempt to limit fixed compensation and provide the opportunity for additional pay through performance-based compensation. Benefits and perquisites are not considered or intended to differentiate us as an employer.

We do not offer our NEOs defined benefit plans, supplemental executive retirement plans or benefit restoration plans. Instead, our NEOs are eligible to participate in benefit plans that are offered generally to all of our other salaried employees, such as short and long-term disability, life insurance, health and welfare benefit and 401(k) plans, our employee stock purchase plan, and paid time-off.

We provide a matching contribution to each employee, including our NEOs, who participate in our 401(k) plan, the rate of which is based on our annual performance, as measured by the IMM. This matching contribution may be raised or lowered at the discretion of management.

We implemented our employee stock purchase plan in 2006, which allows substantially all of our employees, including our executive officers, to purchase shares of our common stock at a 5% discount off the closing market price at the time of purchase. This plan is intended to qualify participants for beneficial tax treatment under Section 423 of the Internal Revenue Code.

In June 2006, the Compensation Committee approved an annual provision of financial planning services to Messrs. Karsan, Kanter, and Volk. In 2009, the Compensation Committee changed the provisions to provide for executive health services as well as financial services. The provisions for 2009 reflect the Committee’s desire to maintain good health and prudent financial planning.

Employment Agreements

In order to provide flexibility in handling separation situations as well as to support our pay-for-performance culture, we have not entered into employment or severance agreements with our NEOs. In addition, our current NEOs do not have the right to receive additional compensation upon termination other than vested benefits and accrued but unpaid compensation.

Tax and Accounting Considerations

Our business needs and compensation strategy are the main drivers of our compensation design. However, accounting and cost impact are one of several factors considered in program design and administration.

Section 162(m) of the Internal Revenue Code generally provides that a publicly held company may not deduct compensation paid to most NEOs in excess of $1,000,000 per year, unless certain requirements are met. The Compensation Committee monitors, and will continue to monitor, the effect of Section 162(m) on the deductibility of such compensation and intends to optimize the deductibility of such compensation to the extent such deductibility is consistent with the objectives of our executive compensation program. The Compensation Committee weighs the benefits of full deductibility with the other objectives of the executive compensation program and, may accordingly pay compensation subject to the deductibility limitations of Section 162(m).

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SUMMARY COMPENSATION TABLE

The following table sets forth summary information concerning compensation for the years ended December 31, 2009, 2008 and 2007.

Name and Principal Position		Year		Salary ($)		Bonus ($)		Non-Equity Incentive Plan Compensation ($) (1)		Option Awards ($) (2)		All Other Compensation ($) (3)		Total ($)
Nooruddin (Rudy) S. Karsan Chief Executive Officer			2009				500,000				—				—				287,450				23,565				811,015
		2008				500,000				—				60,800				1,031,040				15,600				1,607,440
		2007				500,000				—				358,022				867,078				18,100				1,743,200
Troy A. Kanter President & Chief Operating Officer			2009				500,000				—				—				287,450				11,001				798,451
		2008				400,000				100,000	(4)			60,800				1,031,040				15,600				1,607,440
		2007				400,000				—				195,905				722,565				18,100				1,336,570
Donald F. Volk Chief Financial Officer			2009				300,000				—				—				114,980				22,462				437,442
		2008				300,000				—				48,000				504,080				15,600				867,680
		2007				300,000				—				233,654				722,565				18,100				1,274,319
Archie L. Jones, Jr. VP, Business Development			2009				225,000				—				—				57,490				1,116				283,606
		2008				190,000				30,000	(5)			60,000				201,632				—				481,632
		2007				180,000				97,500	(6)			20,000				216,770				3,084				517,354
James P. Restivo Chief Knowledge Officer			2009				225,000				—				25,000				114,980				1,412				366,392
		2008				200,000				—				90,000				242,876				—				532,876
		2007				170,000				—				110,000				—				3,100				283,100

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GRANTS OF PLAN BASED AWARDS

The following table sets forth each award made to a NEO during the year ended December 31, 2009 and, with respect to non-equity incentive plan awards and equity incentive plan awards, represents the threshold, target and maximum payouts designated under such plan. Our non-equity incentive annual bonus plans, and the actual payouts under those plans, are discussed above under “Compensation Discussion and Analysis”.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Option Awards ($)
Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)
Nooruddin (Rudy) S. Karsan
Executive Officer Bonus							(1	)			287,500				475,000
IMM Bonus							25,000				50,000				75,000
Option Grants			02/19/09																100,000				4.74				287,450
Troy A. Kanter
Executive Officer Bonus							(1	)			287,500				475,000
IMM Bonus							25,000				50,000				75,000
Option Grants			02/19/09																100,000				4.74				287,450
Donald F. Volk
Executive Officer Bonus							(1	)			237,500				375,000
IMM Bonus							25,000				50,000				75,000
Option Grants			02/19/09																40,000				4.74				114,980
Archie L. Jones, Jr.
Executive Officer Bonus							(1	)			120,000				150,000
IMM Bonus							25,000				50,000				75,000
Option Grants			02/19/09																20,000				4.74				57,490
James P. Restivo
Executive Officer Bonus							(1	)			120,000				150,000
IMM Bonus							25,000				50,000				75,000
Option Grants			02/19/09																40,000				4.74				114,980

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table sets forth unexercised and unvested stock options outstanding as of December 31, 2009 for each of our NEOs.

Name		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Grant Date		Vesting Date		FN		Option Exercise Price ($)		Option Expiration Date
Nooruddin S. Karsan			—				100,000				—				06/24/05				06/24/10				(1	)			12.05				06/24/15
			—				60,000				—				02/27/07				02/27/10				(1	)			34.10				02/27/12
			18,750				56,250				—				01/02/08				(2	)							18.66				01/02/13
			—								225,000				11/25/08				(3	)							5.11				11/25/18
			—				100,000								02/19/09				(4	)							4.74				02/19/19
Troy A. Kanter			—				150,000				—				06/24/05				06/24/10				(1	)			12.05				06/24/15
			—				50,000				—				02/27/07				02/27/10				(1	)			34.10				02/27/12
			18,750				56,250				—				01/02/08				(2	)							18.66				01/02/13
			—				—				225,000				11/25/08				(3	)							5.11				11/25/18
			—				100,000								02/19/09				(4	)							4.74				02/19/19
Donald F. Volk			10,000				—				—				11/01/00				11/01/03				(1	)			14.53				11/01/10
			8,000				—				—				05/31/01				05/31/04				(1	)			14.07				05/31/11
			—				150,000				—				06/24/05				06/24/10				(1	)			12.05				06/24/15
			10,000				—				—				08/15/05				08/15/05				(1	)			15.60				08/15/15
			—				50,000				—				02/27/07				02/27/10				(1	)			34.10				02/27/12
			12,500				37,500				—				01/02/08				(2	)							18.66				01/02/13
			—				—				50,000				11/25/08				(3	)							5.11				11/25/18
			—				40,000								02/19/09				(4	)							4.74				02/19/19
Archie L. Jones, Jr.			8,000				—				—				09/15/05				9/15/08				(1	)			14.36				09/15/15
			42,000				—				—				12/14/05				12/14/08				(1	)			17.72				12/14/10
			—				15,000				—				02/27/07				02/27/10				(1	)			34.10				02/27/12
			5,000				15,000				—				01/02/08				(2	)							18.66				01/02/13
			—				—				20,000				11/25/08				(3	)							5.11				11/25/18
			—				20,000								02/19/09				(4	)							4.74				02/19/19
James P. Restivo			15,000				—				—				11/06/06				11/06/09				(1	)			32.69				11/06/11
			6,250				18,750				—				01/02/08				(2	)							18.66				01/02/13
			—				—				20,000				11/25/08				(3	)							5.11				11/25/18
			—				40,000								02/19/09				(4	)							4.74				02/19/19

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Options Exercises and Stock Vested

For the year ended December 31, 2009 there were no exercises of stock options by our NEOs.

Employee Benefit Plans

We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees and directors with the financial interests of our shareholders. In addition, we believe that our ability to grant options and other equity-based awards helps us to attract, retain, and motivate qualified employees, and encourages them to devote their best efforts to our business and financial success. The material terms of our equity incentive plans are described below.

2000 Stock Option Plan

Our 2000 Stock Option Plan provides for the grant of incentive stock options and non-qualified stock options and is administered by our board of directors or a subcommittee designated by the board of directors. All of our employees, non-employee directors, and consultants are eligible to receive awards under our 2000 Stock Option Plan. The persons receiving grants of options under the plan, the number of shares subject to those options, and the exercise price, vesting conditions and other terms of those options are determined by our board of directors or its subcommittee. Our 2005 Equity Incentive Plan replaced our 2000 Stock Option Plan at the completion of our initial public offering in June 2005. No more options will be granted under our 2000 Stock Option Plan. Options to purchase 165,756 shares of our common stock granted under our 2000 Stock Option Plan were outstanding as of December 31, 2009.

Upon termination of an employee, director or consultant, he or she may exercise his or her option for the period stated in the option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, the option will generally remain exercisable for 90 days. However, an option may never be exercised later than the expiration of its term. If an employee, director or consultant is terminated by us for “cause” (as defined in our 2000 Stock Option Plan), all unvested options will terminate on the date of such termination and all shares that have been purchased pursuant to options under our 2000 Stock Option Plan but which have not yet been delivered by us to such optionee shall be forfeited and we will refund any amount paid by the optionee with respect to such shares.

All options granted under our 2000 Stock Option Plan expire no later than 10 years following their date of grant. Shares of our common stock, subject to an exercisable option, may be purchased by the option holder upon payment of the option exercise price in cash, by check or, in the discretion of our board of directors, upon delivery of shares of our common stock with a fair market value equal to the option exercise price. Options granted under our 2000 Stock Option Plan may not be transferred, except by will or inheritance.

Upon the disposition of more than 50% of our common stock, our liquidation, a sale of substantially all of our assets or other similar types of transactions, our 2000 Stock Option Plan provides that our board of directors may, in its discretion, accelerate the vesting of outstanding options, exchange outstanding options for new options to purchase shares of any successor company, or cancel outstanding options in exchange for a payment of the option “spread,” the difference between the option exercise price and the then fair market value of the stock subject to the option. However, in the absence of our board of directors’ determination to do any of the foregoing, all options will become fully vested and exercisable in anticipation of and contingent upon the occurrence of any of the transactions described above. Our initial public offering in June 2005 did not trigger these discretionary rights of our board of directors.

2005 Equity Incentive Plan

Our 2005 Equity Incentive Plan was adopted by our board of directors in March 2005 and approved by our shareholders in June 2005, and became effective upon the completion of our initial public offering. Our 2005 Equity Incentive Plan, which replaced our 2000 Stock Option Plan, is administered by the Compensation Committee of our board of directors pursuant to its charter. Our 2005 Equity Incentive Plan provides for the grant of options to purchase shares of our common stock, stock appreciation rights, restricted stock and restricted stock units. Our board of directors will be able to amend or modify the 2005 Equity Incentive Plan at any time, with shareholder approval if required. Options to purchase 2,988,500 shares of our common stock granted under the 2005 Equity Incentive Plan were outstanding as of December 31, 2009.

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Eligibility.   All employees, non-employee directors, consultants, and other individuals who provide services to us are eligible to receive awards under our 2005 Equity Incentive Plan; provided, however, that only employees are eligible to receive incentive stock options. As of December 31, 2009, we had 1,459 employees and 6 non-employee directors who would have been eligible to participate in our 2005 Equity Incentive Plan. No participant in our 2005 Equity Incentive Plan can receive option grants, stock appreciation rights, restricted stock, or restricted stock units for more than 500,000 shares of our common stock in any calendar year. Generally, the Compensation Committee of our board of directors will determine which eligible employees, directors, consultants and other individuals will receive awards under our 2005 Equity Incentive Plan.

Options and Stock Appreciation Rights.   The Compensation Committee of our board of directors may grant options to purchase our common stock and stock appreciation rights under our 2005 Equity Incentive Plan to eligible employees, directors, consultants and other individuals who provide services to us. Stock appreciation rights granted under our 2005 Equity Incentive Plan must comply with Section 409A of the Internal Revenue Code.

The Compensation Committee has complete discretion to determine:

The Internal Revenue Code allows an optionee to receive incentive stock options only to the extent that the aggregate amount of incentive stock options exercisable for the first time by an optionee during any calendar year does not exceed $100,000. Any stock option that is intended to be an incentive stock option but that fails to meet the criteria for an incentive stock option must be treated as a non-qualified stock option.

For purposes of our 2005 Equity Incentive Plan, the fair market value of our common stock is the closing market price on the grant date. If there is no reported closing market price on such date, the fair market value is the closing market price on the last preceding date for which a quotation exists.

Each stock appreciation right issued under our 2005 Equity Incentive Plan will entitle the holder to surrender the stock appreciation right for a distribution from us equal to the fair market value of a share of our common stock less the exercise price of the stock appreciation right. This distribution must be made in shares of our common stock.

Restricted Shares and Restricted Share Unit.   The Compensation Committee may grant restricted shares and restricted share units under our 2005 Equity Incentive Plan to eligible employees, directors, consultants and other individuals who provide services to us. A restricted share is a share of our common stock that is subject to restrictions as determined by our Compensation Committee. A restricted share unit entitles the holder to a distribution from us equal to the fair market value of a share of our common stock, subject to restrictions as determined by our Compensation Committee. Restricted share units granted under the plan must comply with Section 409A of the Internal Revenue Code. The Compensation Committee also has complete discretion to determine:

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The restrictions applicable to restricted shares and restricted share units may lapse in one or more installments over a period of service, may lapse upon the attainment by us and the holder of certain performance milestones determined by our Compensation Committee or upon some combination of the holder’s serving for some period and the attainment of established performance goals.

Termination of Services.   Upon termination of a participant’s service with us, he or she may exercise his or her option or stock appreciation right for the period of time stated in the option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for 12 months. If we terminate the participant for “cause,” unvested options and stock appreciation rights will immediately terminate and be forfeited and any shares of our common stock not yet delivered upon an option or stock appreciation right exercise will be forfeited and we will refund the exercise price to the participant.

Corporate Transactions.   If we are a party to certain corporate transactions, including certain mergers or asset sales, our board of directors may, in its sole and absolute discretion and without the need for the consent of any optionee or other award holder, take one or more of the following actions contingent upon the occurrence of the transaction:

Amendment and Termination of the Equity Incentive Plan.   Our board of directors has complete and exclusive power and authority to amend or modify the equity incentive plan in any, or all, respects. No amendment, however, may adversely affect the rights and obligations of awards outstanding under the plan at the time, without the consent of the award holder. In addition, our board of directors may not, without shareholder approval, amend our 2005 Equity Incentive Plan to:

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Our 2005 Equity Incentive Plan will terminate on the date on which all shares available for issuance under the plan have been issued, or, if earlier, on the date on which the plan is terminated by our board of directors. However, no incentive stock option may be granted after the 10th anniversary of the date the plan is approved by our shareholders (or, if our shareholders later approve an amendment that increases the number of shares subject to our 2005 Equity Incentive Plan, the 10th anniversary of the date of such approval).

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in our 401(k) plan as of the first day of the plan year or the first day of the fourth, seventh or tenth month following the date that they begin employment. Participants are able to defer up to 15% of their eligible compensation subject to applicable Internal Revenue Code limits. Pre-tax contributions are allocated to each participant’s individual accounts and are then invested in selected investment alternatives according to the participant’s directives. Employee elective deferrals are 100% vested at all times. Our 401(k) plan provides for discretionary matching contributions that may be made by us as well as a discretionary profit sharing component for eligible employees who have completed one year of service and have completed one hour of service in the applicable plan year (if an employee is terminated due to retirement, death or disability, that employee will still receive a discretionary matching and profit sharing contribution). The matching and profit sharing contributions will become 100% vested after three years of service. Our 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code. As a tax-qualified retirement plan, contributions to our 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from our 401(k) plan, and all contributions are deductible by us when made.

2006 Employee Stock Purchase Plan

Our board of directors adopted our 2006 Employee Stock Purchase Plan (“ESPP”) effective July 15, 2006. The ESPP was later amended and restated effective October 17, 2006. Our ESPP generally allows substantially all of our full-time employees and certain eligible part-time employees to purchase shares of our common stock at a 5% discount from the market price at the time of purchase. These shares are issued directly by us. Any employee owning, or having a right to acquire, 5% or more of our voting power or value is not eligible to participate in our ESPP. An aggregate of 500,000 shares of our common stock are available for purchase under our ESPP. Any future increase in the number of shares of our common stock subject to our ESPP will require shareholder approval. As of December 31, 2009 there were 420,495 shares of common stock available for purchase under our ESPP.

Offerings under our ESPP are made on a quarterly basis, with each purchase made on the last business day of each February, May, August and November. Once enrolled in a specific offering, an eligible employee is able to specify an amount to be withheld from his or her paycheck and credited to a bookkeeping account established for him or her (Participation Account). Amounts in the Participation Account are applied to the purchase of shares of our common stock on the last day of each purchase period. The price of such shares is equal to 95% of the price of our common stock on the last day of the purchase period, or if not a trading day, on the next trading day after such date. No employee may purchase more than $25,000 worth of our common stock (determined based on the price on the first day of the offering period) in any calendar year under our ESPP or any other ESPPs later established by us or our subsidiaries. Our Compensation Committee administers our ESPP. Our board of directors may amend or terminate our ESPP at any time. Our ESPP is intended to comply with the requirements of Section 423 of the Internal Revenue Code.

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COMPENSATION COMMITTEE REPORT

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee

Renee B. Booth, Chairman
Rebecca J. Maddox
Richard J. Pinola

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The audit committee of the board of directors has:

In reliance on the review and discussions referred to above, the audit committee recommended to our board of directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K for filing with the SEC for the year ended December 31, 2009.

The Audit Committee

Joseph A. Konen, Chairman
Rebecca Maddox
Richard J. Pinola

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Person Transactions Since January 1, 2009

Other than compensation agreements and other arrangements which are described in the “Board of Directors” and “Executive Compensation” sections of this proxy statement and the transactions described below, since January 1, 2009, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, nominees for director, executive officers, holders of more than five percent of any class of our voting securities or any member of the immediate family of the foregoing persons had or will have a direct or indirect material interest.

Legal Services

One of our directors, Barry M. Abelson, is a partner in the law firm of Pepper Hamilton LLP. This firm has represented us since 1997. We paid Pepper Hamilton LLP approximately $258,206 for legal services during 2009, which represents less than 1% of that firm’s revenues for 2009. We believe that the services performed by Pepper Hamilton LLP were provided on terms no more or less favorable than those which would have been available from unrelated parties.

Our Policies Regarding Related Party Transactions

In March 2007, we adopted a written statement of policy with respect to related party transactions which is administered by our audit committee. Under our related party transaction policy, a “Related Party Transaction” is any transaction, arrangement or relationship between us or any of our subsidiaries and a Related Person not including any transactions involving less than $60,000 when aggregated with all similar transactions, or transactions that have received pre-approval of our audit committee. A “Related Person” is any of our executive officers, directors or director nominees, any shareholder owning in excess of 5% of our stock, any immediate family member of any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest in such entity.

Pursuant to our related party transaction policy, a Related Party Transaction may only be consummated or may only continue if:

If advance approval of a Related Party Transaction is not feasible, then that Related Party Transaction will be considered and, if the audit committee determines it to be appropriate, ratified, at its next regularly scheduled meeting. If we decide to proceed with a Related Party Transaction without advance approval, then the terms of such Related Party Transaction must permit termination by us without further material obligation in the event the audit committee ratification is not forthcoming at the audit committee’s next regularly scheduled meeting.

Transactions with Related Persons, though not classified as Related Party Transactions by our related party transaction policy and therefore not subject to its review and approval requirements, may still need to be disclosed if required by the applicable securities laws, rules and regulations.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors and any persons who own more than 10% of our common stock, whom we refer to collectively as, `Reporting Persons`; to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of any Section 16(a) forms received by us or written representations made to us by the Reporting Persons, we believe that with respect to the fiscal year ended December 31, 2009, all the Reporting Persons complied with all applicable filing requirements other than those transactions stated below:

Nooruddin S. Karsan failed to timely file a Form 4 reporting that he purchased 8,700 shares of our common stock on February 20, 2009. Mr. Karsan filed a Form 4 disclosing this purchase on May 22, 2009.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has selected Grant Thornton LLP accounting firm to perform the audit of our consolidated financial statements for fiscal year 2010. Representatives of Grant Thornton LLP, our independent registered public accounting firm for the year ended December 31, 2009, are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Our audit committee reviews audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged by our independent registered public accounting firm for such services. In its review of non-audit service fees, the audit committee considers, among other things, the possible effect of the performance of such services on the independent registered public accounting firm’s independence. Additional information concerning the audit committee and its activities with our independent registered public accounting firm can be found in the following sections of this proxy statement: “Structure and Practices of the Board of Directors — Board Committees — Audit Committee” at page 9 and “Report of the Audit Committee of the Board of Directors” at page 36 .

Pre-Approval Policy and Procedures

All services provided by Grant Thornton LLP during the years ended December 31, 2008 and 2009 were pre-approved by our audit committee, which concluded that the provision of such services by Grant Thornton LLP were compatible with the maintenance of that respective firm’s independence in the conduct of its auditing functions. Our audit committee has adopted a pre-approval policy for services provided by the independent registered public accounting firm. Under the policy, our audit committee has pre-approved the provision by the independent registered public accounting firm of services that fall within specified categories (such as statutory audits or financial audit work for subsidiaries, services associated with SEC registration statements and consultations by management as to accounting interpretations) but only up to specified dollar amounts. Any services that exceed the pre-approved dollar limits, or any services that fall outside of the general pre-approved categories, require specific pre-approval by the audit committee. If our audit committee delegates pre-approval authority to one or more of its members, the member would be required to report any pre-approval decisions to our audit committee at its next meeting.

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Audit Fees

The following table sets forth approximate aggregate fees billed to us by Grant Thornton LLP for the years ended December 31, 2008 and December 31, 2009:

Fees		2008		2009
Audit Fees (1)		$	773,361			$	748,948
Audit-Related Fees			—				—
Tax Fees			—				—
All Other Fees			—				—
Total Fees		$	773,361			$	748,948

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PROPOSAL NO. 1
ELECTION OF DIRECTORS

At our Annual Meeting, shareholders will elect two directors to hold office until our 2013 Annual Meeting of Shareholders. Nominees were recommended and approved for nomination by our nominating and governance committee. The directors shall serve until their successors have been duly elected and qualified or until any such director’s earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy, your shares will be voted for the election of the two nominees recommended by our board of directors, unless you mark the proxy in such a manner as to withhold authority to vote or as to vote for one or more alternate candidates. If any nominee for any reason is unable to serve or will not serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. We are not aware of any nominee who will be unable to or will not serve as a director.

Directors

The following directors are being nominated for election to our board of directors: Joseph A. Konen and Richard J. Pinola, each to serve for a term through the 2013 Annual Meeting of Shareholders. We did not pay a fee to any third party to identify or evaluate any potential nominees. Please see “Board of Directors” on page 5 of this proxy statement for information concerning each of our nominees for director.

Required Vote

Directors are elected by a plurality of votes cast at the Annual Meeting.

The board of directors recommends a vote
FOR the election of each of the nominated directors.

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PROPOSAL NO. 2
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has selected Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for fiscal year 2010.

In deciding to engage Grant Thornton, our audit committee noted that there were no auditor independence issues raised with Grant Thornton.

Our board of directors recommends that the shareholders ratify the selection of Grant Thornton as our independent registered public accounting firm. This appointment will be submitted to our shareholders for ratification at the Annual Meeting. The submission of the appointment of Grant Thornton is required neither by law nor by our bylaws. Our board of directors is nevertheless submitting it to our shareholders to ascertain their views. If our shareholders do not ratify the appointment, the selection of another independent registered public accounting firm will be considered by our board of directors. If Grant Thornton shall decline to accept or become incapable of accepting its appointment, or if its appointment is otherwise discontinued, our board of directors will appoint another independent registered public accounting firm.

Our audit committee reviews audit and non-audit services performed by Grant Thornton, as well as the fees charged by Grant Thornton for such services. In its review of non-audit service fees, the audit committee considers, among other things, the possible effect of the performance of such services on the auditor’s independence. Additional information concerning the audit committee and its activities with Grant Thornton can be found in the following sections of this proxy statement: “Board Committees: Audit Committee,” at page 8, and “Report of the Audit Committee of the Board of Directors” at page 36. For additional information about Grant Thornton see “Independent Registered Public Accounting Firm” on page 39 of this proxy statement.

Required Vote

The ratification of the selection of Grant Thornton LLP requires the affirmative vote of a majority of votes cast on this matter at the Annual Meeting.

The board of directors recommends a vote
FOR the ratification of the selection of Grant Thornton LLP.

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SHAREHOLDER PROPOSALS FOR THE 2011 ANNUAL MEETING OF SHAREHOLDERS

Shareholder proposals submitted to us pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934 for inclusion in our proxy statement and form of proxy for our 2011 Annual Meeting of Shareholders must be received by us no later than December 10, 2010 and must comply with the requirements of the proxy rules promulgated by the Securities and Exchange Commission.

In accordance with our current bylaws, for a proposal of a shareholder to be raised from the floor and presented at our 2011 Annual Meeting of Shareholders, other than a shareholder proposal intended to be included in our proxy statement and submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, a shareholder’s notice must be delivered to, or mailed and received at, our principal executive offices, together with all supporting documentation required by our bylaws, (A) not prior to February 18, 2011 nor later than March 20, 2011 or (B) in the event that the 2011 Annual Meeting of Shareholders is held prior to April 19, 2011 or after July 18, 2011, notice by the shareholder must be so received not earlier than 90th day prior to the annual meeting and not later than the later of the 60th day prior to the annual meeting or the 15th day following the day on which public announcement of the date of the meeting is first made. Shareholder proposals should be addressed to our Secretary, Kenexa Corporation, 650 East Swedesford Road, Second Floor, Wayne, Pennsylvania 19087.

OTHER BUSINESS

Our board of directors does not presently intend to bring any other business before the meeting, and, so far as is known to our board of directors, no matters are to be brought before the meeting except as specified in the Notice of Annual Meeting. As to any business that may properly come before the meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

ANNUAL REPORT

Copies of our Annual Report on Form 10-K for the year ended December 31, 2009 are being furnished with this proxy statement to shareholders of record as of the record date for the Annual Meeting, including the consolidated financial statements and footnotes and a list of exhibits, as filed with the Securities and Exchange Commission. Our Annual Report on Form 10-K is also available on our website at http://www.kenexa.com/Investor-Relations/Annual-Reports.aspx .

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KENEXA CORPORATION
ADMISSION TICKET

 

KENEXA CORPORATION 2010
ANNUAL MEETING OF SHAREHOLDERS

 

MAY 19, 2010

8:00 a.m. Eastern Daylight Time

Offices of Pepper Hamilton LLP
Eighteenth and Arch Streets
3000 Logan Square Philadelphia, Pennsylvania 19103-2799

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