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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1 to
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarter ended December 31, 1997.
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number: 0-24786
ASPEN TECHNOLOGY, INC.
(exact name of registrant as specified in its charter)
DELAWARE 04-2739697
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TEN CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (617) 949-1000
The undersigned registrant hereby amends the following items, financial
statements, exhibits or portions of its Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997 (dated as of February 12, 1998) as set forth in
the pages attached hereto:
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (the "Annual Meeting")
on December 23, 1997. At the Annual Meeting, the stockholders of the Company
elected Lawrence B. Evans (by votes of 17,728,154 shares of Common Stock in
favor of Mr. Evans and 399,744 shares of Common Stock withheld from Mr. Evans)
and Joan C. McArdle (by votes of 17,801,888 shares of Common Stock in favor of
Ms. McArdle and 326,010 shares of Common Stock withheld from Ms. McArdle) as
Class I Directors of the Company. Each of Mr. Evans and Ms. McArdle is to serve
for a term of three years. The other directors of the Company, whose terms of
office as directors continued after the Annual Meeting, are Joseph F. Boston,
Gresham T. Brebach, Jr., Douglas R. Brown and Alison Ross.
At the Annual Meeting, stockholders holding 14,227,584 shares of Common
Stock voted to approve the proposal to change the Company's state of
incorporation from Massachusetts to Delaware. Stockholders holding 1,742,200
shares of Common Stock voted against that proposal. Stockholders holding 69,326
shares of Common Stock abstained from voting on that proposal and there were
2,088,788 broker non-votes in connection with that proposal.
At the Annual Meeting, stockholders holding 8,823,895 shares of Common
Stock voted to approve amendments to the Company's 1995 Stock Option Plan.
Stockholders holding 7,136,099 shares of Common Stock voted against that
proposal. Stockholders holding 102,967 shares of Common Stock abstained from
voting on that proposal and there were 2,064,937 broker non-votes in connection
with that proposal.
At the Annual Meeting, stockholders holding 12,652,694 shares of Common
Stock voted to approve amendments to the Company's 1995 Directors Stock Option
Plan. Stockholders holding 5,241,346 shares of Common Stock voted against that
proposal. Stockholders holding 93,476 shares of Common Stock abstained from
voting on that proposal and there were 140,382 broker non-votes in connection
with that proposal.
At the Annual Meeting, stockholders holding 12,040,634 shares of Common
Stock voted to approve the adoption of the Company's 1998 Employee Stock
Purchase Plan. Stockholders holding 3,928,693 shares of Common Stock voted
against that proposal. Stockholders holding 81,719 shares of Common Stock
abstained from voting on that proposal and there were 2,076,852 broker non-votes
in connection with that proposal.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.12 1995 Stock Option Plan, as amended
10.13 1995 Directors Stock Option Plan, as amended
10.30 1998 Employees Stock Purchase Plan
(b) Reports on Form 8-K
(1) Current Report on Form 8-K dated as of October 9, 1997
disclosing the Company's adoption of a stockholder rights
plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ASPEN TECHNOLOGY, INC.
Dated: June 16, 1998 By: /s/ Mary A. Palermo
----------------------------------------
Executive Vice President, Finance and
Chief Financial Officer
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EXHIBIT 10.12
ASPEN TECHNOLOGY, INC.
1995 STOCK OPTION PLAN
1. DEFINITIONS. As used in this 1995 Stock Option Plan of Aspen
Technology, Inc., the following terms shall have the following meanings:
1.1 CHANGE IN CORPORATE CONTROL means the date on which any
individual, corporation, partnership or other person or entity (together
with its "Affiliates" and "Associates," as defined in Rule 12b-2 under the
Securities Exchange Act of 1934) "beneficially owns" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) in the aggregate 20%
or more of the outstanding shares of capital stock of the Company entitled
to vote generally in the election of directors of the Company.
1.2 CODE means the Internal Revenue Code of 1986, as amended.
1.3 COMMITTEE means the Compensation Committee of the Company's
Board of Directors.
1.4 COMPANY means Aspen Technology, Inc.
1.5 GRANT DATE means the date on which an Option is granted, as
specified in Section 7.
1.6 INCENTIVE OPTION means an option which qualifies for tax
treatment under Section 422 of the Code.
1.7 MAJOR SHAREHOLDER means a person who, within the meaning of
Section 422(b)(6) of the Code, is deemed to own stock possessing more than
10% of the total combined voting power of all classes of stock of the
Company or a related Corporation.
1.8 MARKET VALUE means the value of a share of Stock of the Company
on any date as determined by the Committee.
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1.9 OPTION means an option to purchase shares of the Stock granted
under the Plan.
1.10 OPTION AGREEMENT means an agreement between the Company and an
Optionee, setting forth the terms and conditions of an Option.
1.11 OPTION PRICE means the price paid by an Optionee for an Option
under this Plan.
1.12 OPTION SHARE means any share of Stock of the Company
transferred to an Optionee upon exercise of an Option pursuant to this
Plan.
1.13 OPTIONEE means a person eligible to receive an Option, as
provided in Section 6, to whom an Option shall have been granted under the
Plan.
1.14 PLAN means this 1995 Stock Option Plan of the Company.
1.15 RELATED CORPORATION means a Parent Corporation or a Subsidiary
Corporation, each as defined in Section 424 of the Code.
1.16 STOCK means common stock, $.10 par value, of the Company.
1.17 STOCK PURCHASE AGREEMENT means an agreement between the Company
and the Optionee or other person exercising an Option, as contemplated by
Section 14.
2. PURPOSE. This 1995 Stock Option Plan is intended to encourage
ownership of the Stock by key employees and key advisors of the Company and its
Related Corporations and to provide additional incentive for them to promote the
success of the Company's business. The Plan is intended to be an incentive stock
option plan within the meaning of Section 422 of the Code, but not all the
Options must be Incentive Options.
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3. TERM OF THE PLAN. Options under the Plan may be granted not later
than November 30, 2005.
4. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 16 of
the Plan, the number of shares of the Stock attributable to the exercise of
Options granted under the Plan plus the number of shares then issuable upon
exercise of outstanding options granted under the Plan shall at no time exceed
1,600,000 increased automatically at each of July 1, 1996, July 1, 1997, July 1,
1998, July 1, 1999 and July 1, 2000 by an amount equal to 5% of the Stock
outstanding on the preceding June 30. Unless and until the Plan is amended,
however, at no time may the number of shares purchasable under Options which are
Incentive Options exceed 6,000,000 shares. Shares to be issued upon the exercise
of Options granted under the Plan may be either authorized but unissued shares
or shares held by the Company in its treasury. If any Option expires or
terminates for any reason without having been exercised in full, the shares not
purchased thereunder shall again be available for Options thereafter to be
granted.
5. ADMINISTRATION. The Plan shall be administered by the Committee.
Subject to the provisions of the Plan, the Committee shall have complete
authority, in its discretion, to make the following determinations with respect
to each Option to be granted by the Company: (a) the key employee or key advisor
to receive the Option; (b) the time of granting the Option; (c) the number of
shares subject thereto; (d) the Option Price; (e) the Option period; and (f) if
the Optionee is an employee, whether the Option is an Incentive Option. In
making such determinations, the Committee may take into account the nature of
the services rendered by the key employees and key advisors, their present and
potential contributions to the success of the Company and its Related
Corporations, and such other factors as the Committee in its discretion shall
deem relevant. Subject to the provisions of the Plan, the Committee shall also
have complete authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, to determine the terms and provisions of
the respective Option Agreements (which need not be identical), and to make all
other determinations necessary or advisable for the administration of the Plan.
The Committee's determinations on the matters referred to in this Section 5
shall be conclusive.
6. ELIGIBILITY. An Option may be granted only to a key employee or key
advisor of one or more of the Company and its Related Corporations. A
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director of one or more of the Company and its Related Corporations who is not
also an employee of one or more of the Company and its Related Corporations
shall not be eligible to receive an Option. A Major Shareholder shall be
eligible to receive an Incentive Option only if the Option Price is at least
110% of the Market Value on the Grant Date and only if the Incentive Option
expires, to the extent not theretofore exercised, on the fifth anniversary of
the Grant Date.
7. TIME OF GRANTING OPTIONS. The granting of an Option shall take place
at the time specified by the Committee. Only if expressly so provided by the
Committee, shall the Grant Date be the date on which an Option Agreement shall
have been duly executed and delivered by the Company and the Optionee.
8. OPTION PRICE. The Option Price under each Incentive Option shall be
not less than 100% of the Market Value of the Stock on the Grant Date except
that the Option Price under an Incentive Option granted to a Major Shareholder
must be not less than 110% of the Market Value.
9. OPTION PERIOD. No Option may be exercised later than the tenth
anniversary of the Grant Date or, for an Incentive Option granted to a Major
Shareholder, the fifth anniversary of the Grant Date. Unless the Committee
otherwise determines, all Options granted hereunder shall permit the Optionee to
purchase, cumulatively, one-sixteenth of the Option Shares at the end of each
calendar quarter beginning on or after the Grant Date. Upon a Change in
Corporate Control, each outstanding Option shall immediately become fully
exercisable.
10. MAXIMUM SIZE OF OPTION. No person shall be granted Options to purchase
more than 1,000,000 shares of Stock. To the extent that the aggregate Market
Value of Stock for which one or more Incentive Options become exercisable by an
Optionee for the first time in any calendar year exceeds $100,000, the most
recent Option shall be treated as a nonstatutory option, and not an Incentive
Option. For purposes of this Section 10, all Options granted to an Optionee by
the Company shall be considered in the order in which they were granted, and the
Fair Market Value shall be determined as of the Grant Dates.
11. EXERCISE OF OPTION. An Option may be exercised only by giving written
notice, in the manner provided in Section 20 hereof, specifying the number of
shares as to which the Option is being exercised, accompanied by (a) full
payment for such shares in the form of (X) a check or bank draft payable to
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the order of the Company, (Y) certificates representing shares of the Stock with
a current Market Value equal to the Option Price of the shares to be purchased,
or (Z) irrevocable instructions to a brokerage firm to sell a sufficient number
of the Option Shares to generate the full exercise price plus all applicable
withholding taxes and to pay over to the Company such proceeds of sale, and (b)
such additional amount in one or more of the foregoing forms as the Company may
reasonably require to permit the Company to comply with applicable withholding
tax requirements. Receipt by the Company of such notice and payment shall
constitute the exercise of the Option or a part thereof. The Company shall
thereafter deliver or cause to be delivered to the Optionee a certificate or
certificates for the number of shares then being purchased by the Optionee. Such
shares shall be fully paid and nonassessable. If any law or applicable
regulation of the Securities and Exchange Commission or other body having
jurisdiction in the premises shall require the Company or the Optionee to take
any action in connection with shares being purchased upon exercise of the
option, exercise of the option and delivery of the certificate or certificates
for such shares shall be postponed until completion of the necessary action,
which shall be taken at the Company's expense.
12. NOTICE OF DISPOSITION OF STOCK PRIOR TO EXPIRATION OF SPECIFIED
HOLDING PERIOD. The Company may require that the person exercising an Incentive
Option give a written representation to the Company, satisfactory in form and
substance to its counsel and upon which the Company may reasonably rely, that he
or she will report to the Company any disposition of shares purchased upon
exercise prior to the expiration of the holding periods specified by Section
422(a)(1) of the Code. If and to the extent that the disposition imposes upon
the Company federal, state, local or other withholding tax requirements, or any
such withholding is required to secure for the Company an otherwise available
tax deduction, the Company shall have the right to require that the person
making the disposition remit to the Company an amount sufficient to satisfy
those requirements.
13. TRANSFERABILITY OF OPTIONS. Options shall not be transferable,
otherwise than by will or the laws of descent and distribution, and may be
exercised during the life of the Optionee only by the Optionee.
14. STOCK PURCHASE AGREEMENT. Each Optionee exercising an option, at the
request of the Company, will be required to sign a Stock Purchase Agreement
representing in form satisfactory to counsel for the Company that he
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or she will not transfer, sell or otherwise dispose of the Option Shares at any
time purchased by him or her, upon the exercise of any portion of the Option, in
a manner which would violate the Securities Act of 1933, as amended, and the
regulations of the Securities and Exchange Commission thereunder; and the
Company may, at its discretion, make a notation on any certificates issued upon
exercise of options to the effect that such certificate may not be transferred
except after receipt by the Company of an opinion of counsel satisfactory to it
to the effect that such transfer will not violate such Act and such regulations,
and may issue "stop transfer" instructions to its transfer agent, if any, and
make a "stop transfer" notation on its books as appropriate. Such Stock Purchase
Agreement shall include such other provisions as the Company may determine are
appropriate.
15. TERMINATION OF ASSOCIATION. Unless otherwise provided by the Committee
for any Option, in the event that the Optionee's employment or other association
is terminated for any reason (other than death) or the Optionee's employer or
advised entity is no longer the Company or a Related Corporation, the Option, to
the extent exercisable at termination, may be exercised by the Optionee at any
time within 30 days after termination unless terminated earlier by its terms. If
termination results from the death of the Optionee, the Option, to the extent
exercisable at the date of death, may be exercised by the person to whom the
Option is transferred by will or the applicable laws of descent and distribution
at any time within 12 months after the date of death, unless terminated earlier
by its terms. Military or sick leave shall not be deemed a termination of
employment provided that it does not exceed the longer of 90 days or the period
during which the absent employee's re-employment rights are guaranteed by
statute or by contract.
16. ADJUSTMENT OF NUMBER OF SHARES. Each Option Agreement shall provide
that, in the event of any capital adjustments including stock splits, stock
contractions, stock dividends, reclassifications, exchanges and substitutions,
occurring after the Grant Date of the Option and prior to the exercise in full
of the Option, the number of shares for which the Option may be exercised and
the price per share shall be proportionately adjusted. In the event of any such
change in the outstanding Stock, the number of shares of the Stock available for
the purpose of the Plan, as stated in Section 4 hereof, the number that may be
Incentive Options, also as stated in Section 4 hereof, and the maximum shares
for any one person, as stated in Section 10 hereof, shall be correspondingly
adjusted. Each Option Agreement shall further provide that, in the event of any
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reclassification or change of outstanding shares of the Stock or a consolidation
merger of the Company with or into another corporation or a sale or conveyance,
substantially as a whole, of the property of the Company, the Option may be
exercised for shares of stock or other securities equivalent in kind and value
to the shares of Stock the Optionee would have held if he or she had exercised
the Option in full immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance and had continued to hold such shares
(together with all other shares and securities thereafter issued in respect
thereof) until the date of exercise.
17. STOCK RESERVED. The Company shall at all times during the term of the
Options reserve and keep available such number of shares of the Stock as will be
sufficient to satisfy the requirements of this Plan and shall pay all fees and
expenses necessarily incurred by the Company in connection therewith.
18. LIMITATION OF RIGHTS IN THE OPTION SHARES. An Optionee shall not be
deemed for any purpose to be a stockholder of the Company with respect to any of
the Option Shares except to the extent that the Option shall have been exercised
with respect thereto and, in addition, a certificate shall have been issued
therefor and delivered to the Optionee.
19. TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors of the
Company may at any time terminate the Plan or make such amendment to the Plan as
it shall deem advisable, provided that, except as provided in Section 16, it may
not, without the approval by the holders of a majority of the Stock, change the
classes of persons eligible to receive Options, increase the maximum number of
shares available for option under the Plan or extend the period during which
Options may be granted or exercised. No termination or amendment of the Plan
may, without the consent of the Optionee to whom any Option shall theretofore
have been granted, adversely affect the rights of such Optionee under such
Option. The Company may also, in its discretion, permit any option to be
exercised prior to the date on which it vests.
20. NOTICES. Any communication or notice required or permitted to be given
under the Plan shall be in writing, and mailed by registered or certified mail
or delivered in hand, if to the Company, to its Chief Financial Officer at Ten
Canal Park, Cambridge, MA 02141 and, if to the Optionee, to the address as the
Optionee shall last have furnished to the Company.
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EXHIBIT 10.13
ASPEN TECHNOLOGY, INC.
1995 DIRECTORS STOCK OPTION PLAN
1. DEFINITIONS. As used in this 1995 Directors Stock Option Plan of
Aspen Technology, Inc., the following terms shall have the following meanings:
1.1 CHANGE IN CORPORATE CONTROL means the date on which any
individual, corporation, partnership or other person or entity (together
with its "Affiliates" and "Associates," as defined in Rule 12b-2 under the
Securities Exchange Act of 1934) "beneficially owns" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) in the aggregate 20%
or more of the outstanding shares of capital stock of the Company entitled
to vote generally in the election of directors of the Company.
1.2 CODE means the Internal Revenue Code of 1986, as amended.
1.3 COMPANY means Aspen Technology, Inc.
1.4 FAIR MARKET VALUE at any date means the closing price on the
NASDAQ National Market on the last business day before that date.
1.5 GRANT DATE means the date on which an Option is granted, as
specified in Sections 5 and 6.
1.6 OPTION means an option to purchase shares of the Stock granted
under the Plan.
1.7 OPTION AGREEMENT means an agreement between the Company and an
Optionee, setting forth the terms and conditions of an Option.
1.8 OPTION PRICE means the price paid by an Optionee for an Option
under this Plan.
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1.9 OPTION SHARE means any share of Stock of the Company
transferred to an Optionee upon exercise of an Option pursuant to this
Plan.
1.10 OPTIONEE means a person to whom an Option shall have been
granted under the Plan.
1.11 PLAN means this 1995 Directors Stock Option Plan of the
Company.
1.12 STOCK means common stock, $.10 par value, of the Company.
2. PURPOSE. This 1995 Directors Stock Option Plan is intended to
encourage ownership of the Stock by non-employee directors of the Company and to
provide additional incentive for them to promote the success of the Company's
business.
3. TERM OF THE PLAN. Options under the Plan may be granted not later than
November 30, 2005.
4. STOCK SUBJECT TO THE PLAN. At no time shall the number of shares of
the Stock then outstanding which are attributable to the exercise of Options
granted under the Plan plus the number of shares then issuable upon exercise of
outstanding options granted under the Plan exceed 24,000 shares, SUBJECT,
HOWEVER, to the provisions of Section 11 of the Plan. Shares to be issued upon
the exercise of Options granted under the Plan may be either authorized but
unissued shares or shares held by the Company in its treasury. If any Option
expires or terminates for any reason without having been exercised in full, the
shares not purchased thereunder shall again be available for Options thereafter
to be granted.
5. FIRST GRANTS TO CERTAIN DIRECTORS. Each individual who was not, within
the 12 months preceding his or her first election to the Board of Directors,
either an officer or employee of the Company or any subsidiary of the Company
and who is serving as a director immediately after the 1995 Annual Meeting of
Stockholders or who is first elected to the Board of Directors during the term
of the Plan (whether elected at an annual or special stockholders' meeting or by
action of the Board of Directors) shall be granted an Option to
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purchase 24,000 shares of Stock. Each Option shall (i) have an exercise price
equal to 100% of the Fair Market Value of the Stock on the Grant Date, and (ii)
become exercisable in 12 quarterly installments, beginning with the last day of
the calendar quarter following the Grant Date, but only if the Optionee remains
a director of the Company on the respective dates. The Option Period shall be
ten years from the Grant Date.
6. SUBSEQUENT GRANTS TO CERTAIN DIRECTORS. Each individual who continues
as a non-employee director following any Annual Meeting of Stockholders of the
Company shall be granted, on the date of that Annual Meeting of Stockholders, an
Option to purchase 8,000 shares of Stock. Each Option shall (i) have an Exercise
Price equal to 100% of the Fair Market Value of the Stock on the Grant Date and
(ii) become exercisable in four quarterly installments, beginning with the third
anniversary of the Grant Date, but only if the Optionee remains a director of
the Company on the respective dates. The Option Period shall be ten years from
the Grant Date.
7. EXERCISE OF OPTION. An Option may be exercised only by giving written
notice, in the manner provided in Section 15 hereof, specifying the number of
shares as to which the Option is being exercised, accompanied by (a) full
payment for such shares in the form of check or bank draft payable to the order
of the Company, or (b) certificates representing shares of the Stock with a
current Fair Market Value equal to the Option Price of the shares to be
purchased, or (c) irrevocable instructions to a brokerage firm to sell a
sufficient number of the Option Shares to generate the full exercise price and
to pay over to the Company such proceeds of sale. Receipt by the Company of such
notice and payment shall constitute the exercise of the Option or a part
thereof. The Company shall thereafter deliver or cause to be delivered to the
Optionee a certificate or certificates for the number of shares then being
purchased by the Optionee. Such shares shall be fully paid and nonassessable. If
any law or applicable regulation of the Securities and Exchange Commission or
other body having jurisdiction in the premises shall require the Company or the
Optionee to take any action in connection with shares being purchased upon
exercise of the option, exercise of the option and delivery of the certificate
or certificates for such shares shall be postponed until completion of the
necessary action, which shall be taken at the Company's expense.
8. TRANSFERABILITY OF OPTIONS. Options shall not be transferable,
otherwise than by will or the laws of descent and distribution, and may be
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exercised during the life of the Optionee only by the Optionee.
9. STOCK PURCHASE AGREEMENT. Each Optionee exercising an option, at the
request of the Company, will be required to sign a Stock Purchase Agreement
representing in form satisfactory to counsel for the Company that he or she will
not transfer, sell or otherwise dispose of the Option Shares at any time
purchased by him or her, upon the exercise of any portion of the Option, in a
manner which would violate the Securities Act of 1933, as amended, and the
regulations of the Securities and Exchange Commission thereunder; and the
Company may, at its discretion, make a notation on any certificates issued upon
exercise of options to the effect that such certificate may not be transferred
except after receipt by the Company of an opinion of counsel satisfactory to it
to the effect that such transfer will not violate such Act and such regulations,
and may issue "stop transfer" instructions to its transfer agent, if any, and
make a "stop transfer" notation on its books as appropriate. Such Stock Purchase
Agreement shall include such other provisions as the Committee may determine are
appropriate.
10. TERMINATION OF SERVICE. In the event that the Optionee's service as a
director ends for any reason other than death, the Option, to the extent
exercisable at termination, may be exercised by the Optionee at any time within
30 days after termination unless terminated earlier by its terms. If termination
of service results from the death of the Optionee, the Option, to the extent
exercisable at the date of death, may be exercised by the person to whom the
Option is transferred by will or the applicable laws of descent and
distribution, at any time within 12 months after the date of death, unless
terminated earlier by its terms.
11. ADJUSTMENT OF NUMBER OF SHARES. Each Option Agreement shall provide
that in the event of any capital adjustments including stock splits, stock
contractions, stock dividends, reclassifications, exchanges and substitutions,
occurring after the date of the option and prior to the exercise in full of the
option, the number of shares for which the option may be exercised and the price
per share shall be proportionately adjusted. In the event of any such change in
the outstanding Stock, the Stock available for the purpose of the Plan, as
stated in Section 4 hereof, and the grants provided by Sections 5 and 6 shall be
correspondingly adjusted.
12. STOCK RESERVED. The Company shall at all times during the term of
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the Option reserve and keep available such number of shares of the Stock as will
be sufficient to satisfy the requirements of this Plan and shall pay all fees
and expenses necessarily incurred by the Company in connection therewith.
13. LIMITATION OF RIGHTS IN THE OPTION SHARES. An Optionee shall not be
deemed for any purpose to be a stockholder of the Company with respect to any of
the Option Shares except to the extent that the Option shall have been exercised
with respect thereto and, in addition, a certificate shall have been issued
therefor and delivered to the Optionee.
14. TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors of the
Company may at any time terminate the Plan or make such amendment to the Plan as
it shall deem advisable, provided that, except as provided in Section 11, it may
not, without the approval by the holders of a majority of the Stock, change the
classes of persons eligible to receive Options, increase the maximum number of
shares available for option under the Plan or extend the period during which
Options may be granted or exercised and it may not amend the Plan more than once
in any six-month period except to the extent necessary to comply with applicable
Federal income tax laws and regulations. No termination or amendment of the Plan
may, without the consent of the Optionee to whom any Option shall theretofore
have been granted, adversely affect the rights of such Optionee under such
Option. The Company may also, in its discretion, permit any Option to be
exercised prior to the date on which it vests.
15. NOTICES. Any communication or notice required or permitted to be given
under the Plan shall be in writing, and mailed by registered or certified mail
or delivered in hand, if to the Company, to its Chief Financial Officer at Ten
Canal Park, Cambridge, MA 02141 and, if to the Optionee, to the address as the
Optionee shall last have furnished to the Company.
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EXHIBIT 10.30
ASPEN TECHNOLOGY, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
1. DEFINITIONS. As used in this 1998 Employee Stock Purchase Plan of
Aspen Technology, Inc., the following terms shall have the meanings respectively
assigned to them below:
1.1 BENEFICIARY means the person designated as beneficiary on the
Optionee's Membership Agreement or, if no such beneficiary is
named, the person to whom the Option is transferred by will or
under the applicable laws of descent and distribution.
1.2 CODE means the Internal Revenue Code of 1986, as amended.
1.3 COMMITTEE means the Compensation Committee of the Board of Directors
of the Company.
1.4 COMPANY means Aspen Technology, Inc.
1.5 COMPENSATION means annual compensation, including commissions,
overtime and bonuses for the most recently completed calendar
year.
1.6 CONTROL GROUP means the Company and the Related Corporations.
1.7 ELIGIBLE EMPLOYEE means a person who is eligible under the
provisions of Section 7 to receive an Option as of a particular
Grant Date.
1.8 EXERCISE DATE means a date not more than 27 months after a Grant
Date, as determined by the Committee, on which Options must, if
ever, be executed.
1.9 GRANT DATE means a date specified by the Committee on which Options
are to be granted to Eligible Employees.
1.10 MARKET VALUE means, as of a particular date, the value as
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determined by the Committee in accordance with applicable
provisions of the Code and Treasury Department rulings and
regulations thereunder or, if applicable, the closing price of the
Stock on the NASDAQ National Market System, as reported in The
Wall Street Journal.
1.11 MEMBERSHIP AGREEMENT means an agreement whereby an Optionee
authorizes the Company to withhold payroll deductions from his or
her Compensation.
1.12 OPTION means an option to purchase shares of Stock granted under the
Plan.
1.13 OPTIONEE means an Eligible Employee to whom an Option is granted.
1.14 PLAN means this 1998 Employee Stock Purchase Plan of the Company.
1.15 RELATED CORPORATION means any corporation which is a parent
corporation of the Company, as defined in Section 424(e) of the
Code, and any corporation controlled by that parent corporation or
the Company.
1.16 STOCK means common stock, $0.10 par value, of the Company.
2. PURPOSE OF THE PLAN. The Plan is intended to encourage ownership of
Stock by employees of the Company and to provide additional incentive for the
employees to promote the success of the business of the Company. It is intended
that the Plan shall be an "employee stock purchase plan" within the meaning of
Section 423 of the Code.
3. TERM OF THE PLAN. The Plan shall become effective on January 1,
1998. No option shall be granted under the Plan after September 30, 2007.
4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Committee, which shall determine from time to time whether to grant Options
under the Plan, shall specify which dates shall be Grant Dates and Exercise
Dates, shall determine the Market Value of the Stock, and shall fix the maximum
percentage of each Optionee's Compensation which may be withheld for the
<PAGE> 3
purpose of purchasing shares of Stock; PROVIDED that the maximum percentage
shall not exceed ten percent. The Committee shall have authority to interpret
the Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms of Options granted under the Plan, and to make all
other determinations necessary or advisable for the administration of the Plan.
5. TERMINATION AND AMENDMENT OF PLAN. The Committee may terminate or
amend the Plan at any time; PROVIDED HOWEVER, that the Committee may not,
without approval by the holders of a majority of the shares of Stock, increase
the maximum number of shares of Stock purchasable under the Plan, change the
description of employees or classes of employees eligible to receive Options,
change the manner of determining the exercise price of Options, or extend the
period during which Options may be granted or exercised. No termination of or
amendment to the Plan may adversely affect the rights of an Optionee with
respect to any Option held by the Optionee as of the date of such termination or
amendment.
6. SHARES OF STOCK SUBJECT TO THE PLAN. No more than an aggregate of
1,000,000 shares of Stock may be issued or delivered pursuant to the exercise of
Options granted under the Plan, subject to adjustment to reflect events
described in Section 9.8. Shares to be delivered upon the exercise of Options
may be either shares of Stock which are authorized but unissued or shares of
Stock held by the Company in its treasury. If an Option expires or terminates
for any reason without having been exercised in full, the unpurchased shares
subject to the Option shall become available for other Options granted under the
Plan. The Company shall, at all times during which Options are outstanding,
reserve and keep available shares of Stock, sufficient to satisfy such Options,
and shall pay all fees and expenses incurred by the Company in connection
therewith. In the event of any capital change in the outstanding Stock as
contemplated by Section 9.8, the number of shares of Stock reserved and kept
available by the Company shall be appropriately adjusted.
7. PERSONS ELIGIBLE TO RECEIVE OPTIONS. Each employee of each specified
member of the Controlled Group shall be granted an Option on a Grant Date on
which the employee meets all of the following requirements:
7.1 The employee has been employed by the Controlled Group for at least
one month and is customarily so employed for at least twenty hours
per week and for more than five months per calendar year.
<PAGE> 4
7.2 The employee will not, after grant of the Option, own stock
possessing five percent or more of the total combined voting power
or value of all classes of stock of the Company or of any Related
Corporation. For purposes of this paragraph (b), the rules of
Section 424(d) of the Code shall apply in determining the stock
ownership of the employee, and stock which the employee may
purchase under outstanding options shall be treated as stock owned
by the employee.
7.3 Upon grant of the Option, the employee's rights to purchase stock
under all employee stock purchase plans (as defined in Section
423(b) of the Code) of the Company and its Related Corporations
will not accrue at a rate which exceeds $25,000 of fair market
value of the stock (determined as of the Grant Date) for each
calendar year in which such option is outstanding at any time.
The accrual of rights to purchase stock shall be determined in
accordance with Section 423(b)(8) of the Code.
8. DATES FOR GRANTING OPTIONS. Options shall be granted on each date
designated by the Committee as a Grant Date.
9. TERMS AND CONDITIONS OF OPTIONS.
9.1 GENERAL. All Options granted on a particular Grant Date shall comply
with the terms and conditions set forth in Section 9.3 through 9.12,
and each Option shall be identical except as to the number of shares
of Stock purchasable under the Option, which shall be determined in
accordance with Section 9.2.
9.2 NUMBER OF SHARES. The maximum number of shares of Stock which an
Optionee shall be permitted to purchase shall be an amount equal to
ten percent of the Optionee's Compensation as of the Grant Date
divided by 85 percent of the Market Value of the Stock as of the
Grant Date.
9.3 PURCHASE PRICE. The purchase price of shares of Stock shall be 85
percent of the lesser of (a) the Market Value of the shares as of
the Grant Date, or (b) the Market Value of the shares as of the
Exercise Date, or such greater percentage as may be set by the
Committee
<PAGE> 5
from time to time.
9.4 RESTRICTIONS ON TRANSFER. Options may not be transferred otherwise
than by will or under the laws of descent and distribution. An
Option may not be exercised by anyone other than the Optionee during
the lifetime of the Optionee. Shares of Stock may be sold or
otherwise transferred by the Optionee without restriction subject to
the provisions of Section 9.11.
9.5 EXPIRATION. Each Option shall expire at the close of business on the
Exercise Date or on such earlier date as may result from the
operation of Section 9.6.
9.6 TERMINATION OF EMPLOYMENT OF OPTIONEE. If an Optionee ceases for any
reason (other than death or retirement) to be continuously employed
by the Company or a Related Corporation, whether due to voluntary
severance, involuntary severance, transfer, or disaffiliation of the
employer corporation with the Company, his or her Option shall
immediately expire, and the Optionee's accumulated payroll deduction
shall be returned by the Company without interest. For purposes of
this Section 9.6, an Optionee shall be deemed to be employed
throughout any leave of absence for military service, illness or
other bona fide purpose which does not exceed the longer of ninety
days of the period during which the Optionee's reemployment rights
are guaranteed by statute or by contract. If the Optionee does not
return to active employment prior to the termination of such period,
his or her employment shall be deemed to have ended on the
ninety-first day of such leave of absence.
9.7 RETIREMENT OR DEATH OF OPTIONEE. If an Optionee retires or dies, the
employee or, in the case of death, his or her Beneficiary shall be
entitled to withdraw the Optionee's accumulated payroll deductions
without interest or to purchase shares on the Exercise Date to the
extent that the Optionee would be so entitled had he or she
continued to be employed by the Controlled Group. The number of
shares purchasable shall be limited by the amount of the Optionee's
accumulated payroll deductions as of the date of his or her
retirement or death. Accumulated payroll deductions shall be applied
by the Company toward the purchase of shares only if the Optionee or
Beneficiary submits to the Company a Stock Purchase
<PAGE> 6
Agreement pursuant to Section 9.10. Accumulated payroll deductions
not withdrawn or applied to the purchase of shares shall be
delivered by the Company to the Optionee or Beneficiary without
interest within a reasonable time after the Exercise Date.
9.8 CAPITAL CHANGES AFFECTING THE STOCK. In the event that, between the
Grant Date and the Exercise Date of an Option, a stock dividend is
paid or becomes payable in respect of the Stock or there occurs a
split up or contraction in the number of shares of Stock, the number
of shares for which the Option may thereafter be exercised and the
price to be paid for each such share shall be proportionately
adjusted. In the event that, after the Grant Date, there occurs a
reclassification or change of outstanding shares of the Stock or a
consolidation or merger of the Company with or into another
corporation or a sale or conveyance, substantially as a whole, of
the property of the Company, the Optionee shall be entitled on the
Exercise Date to receive shares of stock or other securities
equivalent in kind and value to the shares of Stock he or she would
have held if he or she had exercised the Option in full immediately
prior to such reclassification, change, consolidation, merger, sale
or conveyance and had continued to hold such shares (together with
all other shares and securities thereafter issued in respect
thereof) until the Exercise Date. In the event that, after the Grant
Date, there occurs a dissolution or liquidation of the Company,
except pursuant to a transaction to which Section 424(a) of the Code
applies, each Option to purchase Stock of the Company to be
dissolved or liquidated shall terminate, but the Optionee holding
such Option shall have the right to exercise his or her Option prior
to such dissolution or liquidation.
9.9 PAYROLL DEDUCTIONS. An Optionee may purchase shares under his or her
Option by completing and returning to the Company a Membership
Agreement indicating the amount of his or her Compensation, not to
exceed ten percent, which is to be withheld each pay period. A
Membership Agreement may continue from the period following one
Grant Date to the periods following subsequent Grant Dates until
revoked by the Optionee. The Optionee may withdraw any or all of his
or her accumulated payroll deductions on the Exercise Date or such
earlier date as is permitted by the Membership Agreement by
submitting a written request therefor to the Company no later than
two weeks prior to the date on which the
<PAGE> 7
withdrawal will be effective.
9.10 EXERCISE OF OPTIONS. On the Exercise Date the Optionee may purchase
the number of shares purchasable by his or her accumulated payroll
deduction, provided that:
(a) The number of shares of Stock purchasable shall not exceed
the number of shares the Optionee is entitled to purchase
pursuant to Section 9.2.
(b) If the number of shares purchasable includes a fraction,
that number shall be adjusted to the next smaller whole number
and the purchase price shall be adjusted accordingly.
If the Optionee fails to elect to purchase shares on the Exercise
Date, accumulated payroll deductions will be returned promptly after
the Exercise Date without interest.
9.11 DELIVERY OF STOCK. Within a reasonable time after the Exercise Date,
the Company shall deliver or cause to be delivered to the Optionee a
certificate or certificates for the number of shares purchased by
the Optionee. At the time of any exercise of any Option, the Company
may, if it shall deem it necessary or desirable for any reason
connected with any law or applicable regulation of the Securities
and Exchange Commission or state securities laws, require the
Optionee or a transfer of the Optionee's rights to represent in
writing to the Company that it is such person's then intention to
acquire the Stock for investment, and not with a view to the
distribution thereof. The Company shall have the right to place a
legend on all certificates that the shares represented by such
certificates may not be transferred unless a Registration Statement
with respect to these shares is effective under the Securities Act
of 1933, as amended, or unless the Company shall receive an opinion
of counsel satisfactory to it that transfer will not violate said
act or regulations thereunder. If any law or applicable regulation
of the Securities and Exchange Commission or other body having
jurisdiction in the premises shall require that the Company or the
Optionee take any action in connection with the shares being
purchased under the Option, delivery of the certificate or
certificates for such shares shall be
<PAGE> 8
postponed until the necessary action shall have been completed. The
Optionee shall have no rights as a shareholder in respect of shares
for which he or she has not received a certificate.
9.12 RETURN OF ACCUMULATED PAYROLL DEDUCTIONS. In the event that the
Optionee or the Beneficiary is entitled to the return of accumulated
payroll deductions, whether by reason of voluntary withdrawal,
termination of employment, retirement, death, or otherwise such
amount shall be returned without interest within a reasonable time
after the Exercise Date or such earlier date as is permitted by the
Membership Agreement. Payroll deductions shall be returned by the
Company to the Optionee or the Beneficiary, as the case may be. An
Optionee's Membership Agreement may specify that amounts exceeding
the purchase price will be carried forward to the next option period
under the Plan.
9.13 NOTIFICATION OF DISPOSITION. Each Membership Agreement shall require
a person purchasing shares of stock pursuant to the exercise of an
Option to notify the Company of any disposition of shares so
purchased prior to the expiration of two years from the Grant Date
or prior to the expiration of one year from the Exercise Date and,
to the extent applicable law imposes upon the Company withholding
tax requirements, to remit to the Company cash sufficient to satisfy
those requirements.
