Item 1.01 Entry into a Material Definitive Agreement.

On March 6, 2009, the stockholders of Keynote Systems, Inc. ("Keynote") approved the extension of the term of Keynote's 1999 Equity Incentive Plan until December 31, 2011.

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

(e) Reference is made to the description of the amendment to the Plan described in Item 1.01 above, as Keynote's named executive officers are eligible to receive awards under the Plan.

Item 8.01 Other Events

The stockholders of Keynote also approved the extension of the term of Keynote's 1999 Employee Stock Purchase Plan (the "ESPP") for an additional ten years. The ESPP will expire in June 2019.

On March 6, 2009, Umang Gupta, the Chief Executive Officer of Keynote, returned an option to purchase 400,000 shares of common stock of Keynote with an exercise price of $14.99 per share that was originally issued in November 2007 and an option to purchase 300,000 shares of common stock of Keynote at an exercise price of $70.00 per share that was originally issued in January 2000.