Stock Repurchase Plan Pursuant to
SEC Rule 10b-18
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1.
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Corporation Purchasing: Keynote
Systems
Inc .
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2
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Amount of total repurchase: As per
chart below.
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Trading Requirements
(Amount/Price/Date).
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a)
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Broker shall effect a repurchase
(each a “Purchase”) of shares of Common Stock in
accordance with the formula set forth below on each even day of the
month (e.g., 2, 4, 6, 8, 10, 12, 14, 16, 18, 20, 22, 24, 26, 28,
30) on which NASDAQ Global Market is open for trading and the then
applicable market price for the Common Stock is a price of not more
than $11.00 per share (the “Price Limitation”). In the
event of subsequent stock split or reverse stock split by the
Company, the Price Limitation shall also be proportionately
adjusted by the stock split ratio at the time the Board of
Directors of the Company effects such a stock split or reverse
stock split.
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Broker shall
effect a repurchase (each a “Purchase”) of shares of
Common Stock in accordance with the formula set forth below on each
even day (e.g., 2, 4, 6, 8, 10, 12, 14, 16, 18, 20, 22, 24, 26, 28,
30) on which NASDAQ National Stock Market is open for trading and
the then applicable market price for the Common Stock is as set
forth in the following table (the “Price Limitations”)
where each Maximum Purchase Amount limitation shall not be exceeded
for Purchases between the Minimum Price and the Maximum Price, and
each Maximum Purchase Amount shall be treated as an independent
instruction:
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Minimum
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Maximum
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Maximum
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Price
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Price
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Amount
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$
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11.00
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1,000,000 shares
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b)
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Broker shall purchase up to
1,000,000 shares of Common Stock on the NASDAQ Global Market or in
block purchases as defined in Rule 10b-18 subject to
(i) the Price Limitation, (ii) the termination provisions
for this Instruction as set forth in Section 2 below, and
(iii) any other limitations as set forth in this
Instruction.
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c)
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Notwithstanding the foregoing, the
total number of shares of Common Stock to be purchased on any day
shall not exceed either 10,000 shares per day (not including the
allowable for cumulative catch up on days where less than 10,000
shares were purchased) or the then applicable volume limitation of
Rule 10b-18 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Broker agrees to provide
confirmations of any purchases hereunder promptly.
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2.
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Effective
Date/Termination. The Instruction shall become
effective on February 1, 2007 and shall terminate upon the
earlier of:
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a)
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December 31, 2007
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b)
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Such time as the aggregate number of
shares of Common Stock purchased under this Instruction equals
1,000,000 shares;
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c)
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Upon receipt of written notice from
the Issuer requesting the termination of the Instruction;
or
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d)
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Any
t
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