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EXHIBIT 4.1
1999 EMPLOYEE EQUITY INCENTIVE PLAN
1. PURPOSE. The purpose of this 1999 Employee Equity Incentive Plan (the
"Plan") is to further the success of SPSS Inc., a Delaware corporation
(hereinafter called the "Company") by attracting and retaining non-executive
officer, non-director employees and independent contractors of the Company and
its subsidiaries and to provide to such persons incentives and rewards relating
to the Company's business plans.
2. DEFINITIONS. As used in this Plan, in addition to the terms defined
elsewhere herein, the following terms have the following meanings when used
herein with initial capital letters:
(a) "Board" means the Board of Directors of the Company or,
pursuant to any delegation by the Board to the Compensation Committee
pursuant to Section 10, the Compensation Committee.
(b) "Change in Control" shall have the meaning set forth by the
Board.
(c) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
(d) "Common Shares" means shares of Common Stock of the Company
or any security into which such Common Shares may be changed by reason
of any transaction or event of the type referred to in Section 7.
(e) "Compensation Committee" means a committee appointed by the
Board consisting of at least three Non-Employee Directors, each of whom
will be a disinterested person within the meaning of Rule 16b-3.
(f) "Date of Grant" means the date determined in accordance with
the Board's authorization on which a grant of Option Rights or a grant
of Restricted Shares, becomes effective.
(g) "Form of Option Right Grant" means the form adopted by the
Board for the granting of Option Rights pursuant to Section 4 hereof,
which form may be amended by the Board from time to time.
(h) "Form of Restricted Share Grant" means the form adopted by
the Board for the transfer or issuance of Restricted Shares pursuant to
Section 5 hereof, which form may be amended by the Board from time to
time.
(i) "Market Value per Share", as applied to any date, means the
price per share of the Common Shares in an amount equal to the closing
price of the last sale of the Common Shares as reported by the Nasdaq
National Market or the principal securities exchange or automated
quotation system on which Common Shares were sold on the date when the
Market Value per Share is to be determined or, if the date is a date on
which the Common Shares did not trade, the closing price on the
immediately preceding day on which the stock traded.
(j) "Non-Employee Director" means a Director of the Company who
is not a full-time employee of the Company or any Subsidiary.
(k) "Nonqualified Stock Option" means Option Rights other than
"incentive stock options" as such term is defined under Section 422 of
the Code or any successor provision.
(l) "Optionee" means the optionee named in an agreement with the
Company evidencing an outstanding Option Right.
(m) "Option Price" means the purchase price payable on exercise
of an Option Right.
(n) "Option Right" means the right to purchase Common Shares
upon exercise of an option granted pursuant to Section 4.
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(o) "Participant" means a person who is approved by the Board to
receive benefits under this Plan and who is at the time a non-officer
and non-director employee or independent contractor of the Company or
any one or more of its Subsidiaries, or who has agreed to commence
serving in any of such capacities.
(p) "Restricted Shares" means Common Shares issued pursuant to
Section 5 as to which neither the substantial risk of forfeiture nor
the prohibition on transfers referred to in Section 5 has expired.
(q) "Rule 16b-3" means rule 16b-3 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act") (or any successor
rule substantially to the same effect), as in effect from time to time.
(r) "Spread" means the excess of the Market Value per Share of
the Common Shares on the date when Option Rights are surrendered in
payment of the Option Price of other Option Rights, over the Option
Price provided for in the related Option Right.
(s) "Subsidiary" means any corporation with respect to which the
Company directly or indirectly owns stock possessing 50% or more of the
voting power as described in Section 424(f) of the Code.
3. SHARES AVAILABLE UNDER THE PLAN. Subject to adjustment as provided
in Section 7, the number of Common Shares that may be issued or transferred in
any calendar year under this Plan upon the exercise of Option Rights or as
Restricted Shares and released from substantial risks of forfeiture thereof, may
not exceed a maximum of three percent (3%) of the greatest number of total
Common Stock outstanding in the previous calendar year. Common Shares issued
under this Plan may be shares of original issuance or treasury shares or a
combination of the foregoing.
4. OPTION RIGHTS. The Board may from time to time authorize the
grant to Participants of options to purchase Common Shares upon such terms and
conditions as it may determine in accordance with the following provisions:
(a) Each grant will specify the number of Common Shares to which
it pertains and the term during which the rights granted thereunder
will exist.
(b) Each grant will specify an Option Price per share, which may
not be less than the Market Value per Share as of the Date of Grant.
(c) Each grant will specify whether the Option Price is payable
(i) in cash, (ii) by the actual or constructive transfer to the Company
of nonforfeitable, unrestricted Common Shares already owned by the
Optionees (or other consideration authorized pursuant to Section 4(d))
having an actual or constructive value as of the time of exercise as
determined by the Board or in accordance with the applicable agreement
referred to in Section 4(i), equal to the total Option Price, (iii) by
having the Company reduce the number of Common Shares distributed to
the Optionee by a number of Common Shares with a Market Value per
Share, as of the date of exercise, equal to the Option Price of the
Common Shares, (iv) by deferred payment of the full purchase price of
the Common Shares from the proceeds of a sale, through a bank or
broker, on the exercise date of some or all of the Common Shares
underlying the Option Right to which such exercise relates, or (v) by a
combination of such methods of payment. In connection with a
constructive transfer pursuant to Section 4(c)(ii) hereof, a
Participant may provide an attestation letter in form acceptable to the
Company requesting that the Company issue and transfer to the
Participant, in full satisfaction of such exercise, Common Shares
having a value net of the exercise price and any applicable withholding
taxes.
(d) The Board may determine, at or after the Date of Grant, that
payment of the Option Price of any option may also be made in whole or
in part in the form of Restricted Shares or other Common Shares that
are forfeitable or subject to restrictions on transfer, or other Option
Rights (based on the Spread on the date of exercise). Unless otherwise
determined by the Board at or after the Date or Grant, whenever any
Option Price is paid in whole or in part by means of any of the forms
of consideration specified in this paragraph, the Common Shares
received upon the exercise of the Option Rights will be subject to such
risks of forfeiture or restrictions on transfer as may correspond to
any that apply to the consideration surrendered, but only to the extent
of (i) the number of shares
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surrendered in payment of the Option Price or (ii) the Spread of any
unexercisable portion of Option Rights surrendered in payment of the
Option Price.
(e) Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a bank or broker on the
exercise date of some or all of the shares to which such exercise
relates.
(f) Successive grants may be made to the same Participant
whether or not any Option Rights previously granted to such Participant
remain unexercised.
(g) Each grant will specify the period or periods of continuous
service by the Optionee with the Company or any Subsidiary which is
necessary before the Option Rights or installments thereof will become
exercisable and may provide for the earlier exercise of such Option
Rights in the event of a Change in Control or other event.
(h) Option Rights granted under this Plan may be only
Nonqualified Stock Options.
(i) Each grant of Option Rights will be evidenced by an
agreement executed on behalf of the Company by any officer, director,
or, if authorized by the Board, employee of the Company and delivered
to the Optionee and containing such terms and provisions as the Board
may approve, except that in no event will any such agreement include
any provision prohibited by the express terms of this Plan. The
agreement shall be consistent with the Form of Option Right Grant
adopted by the Board for the purpose of granting Option Rights.
5. RESTRICTED SHARES. The Board may also authorize the issuance or
transfer of Restricted Shares to Participants in accordance with the following
provisions. Each such grant will be in accordance with the following provisions:
(a) Each such issuance or transfer will constitute an immediate
transfer of the ownership of Common Shares to the Participant in
consideration of the performance of services, entitling such
Participant to voting, dividend, and other ownership rights, but
subject to the substantial risk of forfeiture and restrictions on
transfer provided below.
(b) Each such issuance or transfer may be made without
additional consideration.
(c) Each such issuance or transfer will provide that the
Restricted Shares covered thereby will be subject, except (if the Board
so determines) in the event of a Change in Control or other event
specified in the agreement referred to in Section 5(e), for a period to
be determined by the Board at the Date of Grant, to a "substantial risk
of forfeiture" within the meaning of Section 83 of the Code.
(d) Each such issuance or transfer will provide that during the
period for which such substantial risk of forfeiture is to continue,
the transferability of the Restricted Shares will be prohibited or
restricted in the manner and to the extent prescribed in or pursuant to
the agreement referred to in Section 5(e) (which restrictions may
include, without limitation, rights of repurchase or first refusal or
provisions subjecting the Restricted Shares to a continuing substantial
risk of forfeiture in the hands of any transferee).
(e) Each issuance or transfer of Restricted Shares will be
evidenced by an agreement executed on behalf of the Company by any
officer, director, or, if authorized by the Board, employee of the
Company and delivered to and accepted by the Participant and containing
such terms and provisions as the Board may approve except that in no
event will any such agreement include any provision prohibited by the
express terms of the Plan. The agreement shall be consistent with the
Form of Restricted Share Grant adopted by the Board for the purpose of
issuing Restricted Shares. All certificates representing Restricted
Shares will be held in custody by the Company until all restrictions
thereon have lapsed, together with a stock power executed by the
Participant in whose name such certificates are registered, endorsed in
blank and covering such Restricted Shares, which may be executed by any
officer of the Company upon a determination by the Board that an event
causing the forfeiture of the Restricted Shares has occurred.
6. TRANSFERABILITY.
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(a) No Option Right granted, issued, or transferred under this
Plan will be transferable by a Participant other than by will or the
laws of descent and distribution or pursuant to a qualified domestic
relations order, as that term is defined in the Code or the rules
thereunder or Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the rules thereunder, except (in the
case of a Participant who is not a Director or officer of the Company)
to a fully revocable trust of which the Optionee is treated as the
owner for federal income tax purposes. Option rights will be
exercisable during the Optionee's life only by him or by his guardian
or legal representative. The Board may impose additional restrictions
on transfer as well.
(b) The Board may specify at the Date of Grant that part or all
of the Common Shares that are (i) to be issued or transferred by the
Company upon the exercise of Option Rights or (ii) no longer subject to
the substantial risk of forfeiture and restrictions on transfer
referred to in Section 5, will be subject to further restrictions on
transfer.
7. ADJUSTMENTS. The Board may make or provide for such adjustments in
the numbers of Common Shares covered by outstanding Option Rights granted
hereunder, in the prices per share applicable to such Option Rights and in the
kind of shares covered thereby, as the Board may determine is equitably required
to prevent dilution or enlargement of the rights of Participants that otherwise
would result from (a) any stock dividend, stock split, combination of shares,
recapitalization, or other change in the capital structure of the Company, (b)
any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation, or other distribution of assets
or issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing;
provided, further, however, that any adjustment which by reason of this Section
7 is not required to be made currently will be carried forward and taken into
account in any subsequent adjustment. In the event of any such transaction or
event, the Board may provide in substitution for any or all outstanding awards
under this Plan such alternative consideration as it may determine to be
equitable in the circumstances and may require in connection therewith the
surrender of all awards so replaced. The Board may also make or provide for such
adjustments in the numbers of shares specified in Section 3 as the Board may
determine is appropriate to reflect any transaction or event described in this
Section 7.
8. FRACTIONAL SHARES. The Company will not be required to issue any
fractional Common Shares pursuant to this Plan. The Board may provide for the
elimination of fractions and for the settlement of fractions in cash.
9. WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local, or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Company for such withholding are insufficient, it
will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of the balance of such taxes required to be withheld,
which arrangements may include relinquishment of a portion of such benefit.
10. ADMINISTRATION OF THE PLAN.
(a) This Plan will be administered by the Board, which may from
time to time delegate all or any part of its authority under this Plan
to the Compensation Committee. Option Rights may be granted only by the
Compensation Committee.
(b) The Board will take such actions as are required to be taken
by it hereunder, may take the actions permitted to be taken by it
hereunder, and will have the authority from time to time to interpret
this Plan and to adopt, amend, and rescind rules and regulations for
implementing and administering this Plan. All such actions will be in
the sole discretion of the Board, and when taken, will be final,
conclusive, and binding. Without limiting the generality or effect of
the foregoing, the interpretation and construction by the Board of any
provision of this Plan or of any agreement, notification, or document
evidencing the grant of Option Rights, or Restricted Shares, and any
determination by the Board in its sole discretion pursuant to any
provision of this Plan or of any such agreement, notification, or
document will be final and conclusive. Without limiting the generality
or effect of any provision of the Certificate of Incorporation of the
Company, no member of the Board will be liable for any such action or
determination made in good faith.
(c) The provisions of Sections 4 and 5 will be interpreted as
authorizing the Board, in taking any action under or pursuant to this
Plan, to take any action it determines in its sole discretion to be
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appropriate subject only to the express limitations therein contained
and no authorization in any such Section or other provision of this
Plan is intended or may be deemed to constitute a limitation on the
authority of the Board.
(d) The existence of this Plan or any right granted or other
action taken pursuant hereto will not affect the authority of the Board
or the Company to take any other action, including in respect of the
grant or award of any option, security, or other right or benefit,
whether or not authorized by this Plan, subject only to limitations
imposed by applicable law as from time to time applicable thereto.
11. AMENDMENTS, ETC.
(a) This Plan may be amended from time to time by the Board. The
Board may amend the Plan to set maximum limits on the number of shares
with respect to which Option Rights may be granted during a specified
period to any employee.
(b) The Board may, with the concurrence of the affected
Optionee, cancel any agreement evidencing Option Rights or any other
award granted under this Plan. In the event of such cancellation, the
Board may authorize the granting of new Option Rights or other awards
hereunder (which may or may not cover the same number of Common Shares
which had been the subject of the prior award) in such manner, at such
option price, and subject to such other terms, conditions, and
discretions as would have been applicable under this Plan had the
canceled Option Rights or other award not been granted.
(c) In case of termination of employment by reason of death,
disability, or normal or early retirement, or in the case of hardship
or other special circumstances, of a Participant who holds an Option
Right not immediately exercisable in full, or any Restricted Shares as
to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, or who holds Common Shares
subject to any transfer restriction imposed pursuant to Section 6(b),
the Board may take such action as it deems equitable in the
circumstances or in the best interests of the Company, including
without limitation waiving or modifying any other limitation or
requirement under any such award.
(d) This Plan will not confer upon any Participant any right
with respect to continuance of employment or other service with the
Company or any Subsidiary, nor will it interfere in any way with any
right the Company or any Subsidiary would otherwise have to terminate
or modify the terms of such Participant's employment or other service
at any time.
(e) This Plan will be governed by and constructed in accordance
with the laws of the State of Delaware, without giving effect to the
principles of conflict of laws thereof. If any provision of this Plan
is held to be invalid or unenforceable, no other provision of this Plan
will be affected thereby.
(f) The Plan shall be effective upon adoption by the Board of
Directors.
