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EXHIBIT 10.47
SPSS INC.
NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN
EFFECTIVE AS OF SEPTEMBER 1, 2000
SECTION 1. INTRODUCTION
The SPSS Inc. Employee Stock Purchase Plan (the "Plan") is designed to
provide employees of SPSS Inc. ("Company") and its wholly owned subsidiaries the
opportunity to acquire shares of common stock ("Stock") of the Company on a
quarterly basis through payroll deductions at a price equal to 85% of the then
market price of the Stock.
SECTION 2. ELIGIBLE EMPLOYEES
All hourly and salaried employees are eligible to participate in the
Plan. To participate in any particular calendar quarter, employees must be
employed prior to the end of the enrollment period for that calendar quarter.
SECTION 3. ELECTION TO PURCHASE STOCK AND PAYROLL DEDUCTIONS
3.1 As of the first day of each calendar quarter, each salaried
employee may elect to have an amount deducted from his pay during the calendar
quarter equal to one, two, three, four, five, six, seven, eight, nine or ten
percent of his or her salary, bonus and commission paid during such calendar
quarter. Each eligible employee who elects to participate in the Plan (a
"Participant") shall deliver to the Company during the enrollment period a
written payroll deduction authorization on a form acceptable to the Plan
Administrator (as defined hereinafter), or if there is no Plan Administrator,
the Administrative Committee (as defined hereinafter), (i) giving notice of the
Participant's election to have amounts deducted from such Participant's pay
which may be used by the Participant to purchase shares of Stock under the Plan
and (ii) designating an amount to be deducted from his pay during the time the
Participant is enrolled in
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the Plan, which designation shall equal one, two, three, four, five, six, seven,
eight, nine or ten percent of the Participant's salary, bonus and commission. An
amount determined by multiplying the selected percentage by the Participant's
salary, bonus and commission shall be deducted from each paycheck during the
calendar quarter, so that the total deductions during the calendar quarter will
equal the withholding amount elected.
3.2 There will be an enrollment period established by the
Administrative Committee during which eligible employees may elect to
participate in the Plan and designate the percentage of payroll deductions.
Elections may not be made or modified after the end of the enrollment period
except as provided in Sections 3.3 and 5, or as otherwise may be required by
law.
3.3 Any eligible employee may join the Plan as of the first day of any
calendar quarter. Any Participant employee may withdraw from the Plan at any
time prior to the end of a calendar quarter and receive a refund of money
deducted from the employee's salary, bonus and commission and not used for the
purchase of stock. A Participant withdrawing from the Plan may not rejoin the
Plan until the beginning of the next calendar quarter.
3.4 No interest will be paid or accrued on any money withheld through
payroll deductions under this Plan.
3.5 A stock purchase account shall be established for each Participant
(an "Account"), to which all payroll deductions made for that employee will be
credited. Amounts credited to Accounts of employees of the Company or the
subsidiaries will be under the control of the Company, may be mixed or
commingled with any other funds of the Company, may be maintained or controlled
as a single fund or account, and may be used for any corporate purpose. No
interest will be paid or credited to any Participant or any Account under the
Plan.
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3.6 In the event that any law or regulation, in the opinion of counsel
for the Company, may prohibit the handling or use of all or any part of the
funds in the manner contemplated by the Plan, the Company may deal with such
funds in any lawful manner it may deem advisable, including (without limitation)
the deposit of any such funds in individual bank accounts opened for employees.
SECTION 4. STOCK PURCHASES
4.1 At the beginning of each calendar quarter, a Participant shall be
granted an option to purchase a number of whole shares of Stock determined by
dividing the amount to be withheld for participation in the Plan and applied to
such calendar quarter by the option price per share for such calendar quarter.
The option price per share for each calendar quarter shall equal 85% of the
lower of (i) the closing market price for the Stock on the first trading day
after the end of the previous calendar quarter or (ii) the closing market price
for the Stock on the last trading day of such calendar quarter. Unless a
Participant withdraws from the Plan pursuant to Section 3.3, at the end of each
calendar quarter, funds deducted from a Participant's paycheck during such
calendar quarter will be used to exercise the option.
4.2 No fractional shares will be purchased. Any funds remaining after
purchasing the maximum number of whole shares will be carried over the following
calendar quarter if the Participant continues to participate in the Plan or
refunded if the Participant withdraws from the Plan.
4.3 The Company will issue to each Participant in the Participant's
name, the number of whole shares of Stock purchased for the Participant, as soon
as practicable following the date of purchase. The Participant shall be entitled
to all rights as a holder of Stock with respect to any
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shares issued to him or her, including the right to vote such shares. The
Participant shall not have the rights of a stockholder with respect to shares of
Stock purchased under this Plan until such shares have actually been issued to
the Participant.
4.4 If the Company is required to obtain any governmental authority to
issue such shares of Stock, the Company will take all reasonable steps to obtain
that authority. The inability of the Company to obtain any governmental
authority considered necessary for the lawful issuance of such shares shall
relieve the Company from liability to any Participant in the Plan except to
return the amount of the balance in the Participant's Account, without interest.
4.5 Shares issued under the Plan may be authorized and unissued shares
or shares reacquired by the Company and held as treasury shares.
4.6 Each employee shall be responsible for the federal and state income
and social security taxes due on the 15% market discount, and the Company will
withhold from the employee's paycheck immediately following each quarterly
purchase the appropriate amount of tax according to the withholding rules then
in effect.
SECTION 5. CHANGE IN EMPLOYMENT STATUS
5.1 Any employee whose employment terminates for any reason, other than
for cause, may elect to withdraw the aggregate amount deducted from his or her
paycheck then in the Company's possession, without interest, or may leave such
amount with the Company to fund a stock purchase at the end of the calendar
quarter. Any employee terminated for cause shall receive a refund of the amount
deducted from his or her paycheck then in the Company's possession, without
interest.
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5.2 If a participating employee dies, the amount deducted from his or
her paycheck then in the Company's possession shall be refunded to the legal
representative of the Participant, without interest.
SECTION 6. OTHER
6.1 The stock purchase rights provided in the Plan shall be
nonassignable. Any attempted voluntary assignment or transfer shall be void.
6.2 The Plan shall be administered by an Administrative Committee (the
"Administrative Committee"), the members of which shall be designated by the
Board. The Administrative Committee shall have the sole and absolute power and
authority to construe and interpret the Plan and adopt from time to time such
rules and regulations as it deems necessary to carry out the Plan.
Determinations, interpretations or other actions made or taken by the
Administrative Committee pursuant to the provisions of the Plan shall be final,
binding and conclusive for all purposes and upon all Participants. The
Administrative Committee may appoint a Plan Administrator (the "Plan
Administrator"), who shall have the responsibility and authority to carry out
the Plan consistently with the Plan and any rules and regulations established by
the Administrative Committee.
6.3 The Board shall have the right to terminate, suspend or modify the
Plan in any way at any time, without notice; provided, however, that, except as
otherwise explicitly set forth herein, no suspension, termination, amendment or
modification may be made which would impair the rights of a Participant under
the Plan with respect to any outstanding rights to purchase Stock without the
consent of such Participant, unless such suspension, termination, amendment or
modification is necessary to comply with any applicable law.
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SECTION 7. NO RIGHT TO EMPLOYMENT
Neither the adoption of the Plan nor the purchase of Stock under the
Plan shall confer upon any employee of the Company or any subsidiary corporation
any right to continued employment nor shall it interfere with the right of the
Company and its subsidiary corporations to terminate the employment of any of
their employees at any time, with or without cause.
SECTION 8. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant to the
Plan shall be construed and enforced in accordance with the laws of the State of
Illinois, without regard to its conflicts of law principles. The provisions of
the Plan shall be interpreted in a manner necessary to sustain its legality and
enforceability. The unenforceability of any provision of the Plan in a specific
situation shall not affect the enforceability of that provision in another
situation or the other provisions of the Plan.
SECTION 9. DISPUTES
All disputes arising out of the interpretation or application of the
Plan shall be decided by the Administrative Committee. In the event of a dispute
with a Participant, the Administrative Committee shall provide that Participant
with a written determination within 30 days of its decision with respect to the
dispute.
SECTION 10. CERTAIN PARTICIPANTS
With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934 ("1934 Act"), transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 or any replacement rules or
regulations under the 1934 Act and, with respect to such persons, the
Administrative Committee and the Plan Administrator may take such additional
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actions and/or require such additional or different agreements of such persons
(with such persons' consent) as necessary or appropriate (on the advice of
counsel to the Company) to ensure that transactions involving such persons
hereunder are exempt under Section 16 of the 1934 Act. To the extent any
provision of the Plan or action by the Administrative Committee or the Plan
Administrator fails to comply with all applicable conditions of Rule 16b-3 or
any replacement rules or regulations under the 1934 Act, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the
Administrative Committee.
SECTION 11. LIMITS ON THE NUMBER OF SECURITIES WHICH MAY BE ISSUED.
With respect to persons subject to Section 16 of the 1934 Act, such
individuals may purchase shares of Stock with amounts deducted from their
bonuses as well as their base salary, only so long as the maximum number of
securities issuable to such individuals under this Plan shall not increase by
more than ten percent the number of shares of Stock otherwise purchasable under
the Plan.
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