Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2009, the stockholders of LivePerson, Inc. (the "Company") approved the 2009 Stock Incentive Plan (the "2009 Plan"), which was previously approved by the Board of Directors of the Company on April 21, 2009. The 2009 Plan replaced the Company's 2000 Stock Incentive Plan (the ''2000 Plan''), which expires by its terms on March 21, 2010. The Company's executive officers are eligible to participate in the 2009 Plan, although no awards have yet been made to any executive officers under the 2009 Plan since it was approved by stockholders.

The 2009 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock and cash-based awards (collectively, ''Awards''). Employees, officers, directors, consultants and advisors of the Company are eligible to be granted Awards under the 2009 Plan. The most significant difference between the 2000 Plan and the 2009 Plan was the increase in the number of shares available for the grant of Awards by 6,000,000. Other changes to the 2000 Plan were made in the 2009 Plan as well.

For a more complete description of the 2009 Plan, see the Company's definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2009, which is included as Exhibit 10.1 to this report and is incorporated herein by reference. The description of the 2009 Plan is qualified in its entirety by reference to the 2009 Plan, which is filed as Exhibit 10.2 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached hereto which is incorporated herein by reference.

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