PARAMETRIC TECHNOLOGY CORPORATION
2000 Employee Stock Purchase Plan
1.Purpose.
This 2000 Employee Stock Purchase Plan (the "Plan") is adopted byParametric Technology Corporation (the "Company")toprovide Eligible Employeeswho wish to become shareholders of the Company an opportunity to purchase sharesof Common Stock, par value $.01 per share, of the Company ("Common Stock"). ThePlan is intended to qualify as an "employee stock purchase plan" under Section423 of the Internal Revenue Code of 1986, as amended (the "Code"), and theprovisions of the Plan shall be construed so as to extend and limitparticipation in a manner consistent with the requirements of Section 423;provided that, if and to the extent authorized by the Board, the fact that thePlan does not comply in all respects with the requirements of Section 423 shallnot affect the operation of the Plan or the rights of Employees hereunder.
2.Certain Definitions.
As used in this Plan:
(a) "Board" means the Board of Directors of the Company, and"Committee" means the Compensation Committee of the Board or such othercommittee as the Board may appoint from time to time to administer the Plan.
(b) "Coordinator" means the officer of the Company or other personcharged with day-to-day supervision of the Plan as appointed from time to timeby the Board or the Committee.
(c) "Designated Beneficiary" means a person designated by an Employeein the manner prescribed by the Committee or the Coordinator to receive certainbenefits provided in this Plan in the event of the death of the Employee.
(d) "Eligible Employee" with respect to any Offering hereunder meansany Employee who, as of the Offering Commencement Date for such Offering:
(i) has been a Full-time Employee of the Company or any of itsSubsidiaries for not less than 80 days; and
(ii) would not, immediately after any right to acquire Shares insuch Offering is granted, own stock or rights to purchase stock possessing fivepercent (5%) or more of the total combined voting power or value of all classes stock of the Company or of any subsidiary corporation, determined inaccordance with Section 423.
(e) "Employee" means an employee (as that term is used in Section 423)of the Company or any of its Subsidiaries.
(f) "Fair Market Value" of a Share shall mean the fair market value ofa share of Common Stock, as determined by the Committee.
(g) "Full-time Employee" is an Employee whose customary employment isfor more than (i) 20 hours per week and (ii) five months, in the calendar yearduring which the respective Offering Commencement Date occurs.
(h) "Offering" is an offering of Shares pursuant to Section 5 of thePlan.
(i) "Offering Commencement Date" means the date on which an Offeringunder the Plan commences, and "Offering Termination Date" means the date onwhich an Offering under the Plan terminates.
(j) "Purchase Date" means each date on which the rights granted underthe Plan may be exercised for the purchase of Shares.
(k) "Section 423" and subdivisions thereof refer to Section 423 ofthe Code or any successor provision(s).
(l) "Shares" means the shares of Common Stock issuable under thePlan.
(m) "Subsidiary" means a subsidiary corporation, as defined inSection 424 of the Code, of the Company the Employees of which are designated bythe Board of Directors or the Committee as eligible to participate in the Plan.
3.Administration of the Plan.
The Committee shall administer, interpret and apply all provisions ofthe Plan as it deems necessary or appropriate, subject, however, at all times tothe final jurisdiction of the Board of Directors. The Board may in any instanceperform any of the functions of the Committee hereunder. The Committee maydelegate administrative responsibilities to the Coordinator, who shall, formatters involving the Plan, be an ex officio member of the Committee.Determinations made by the Committee and approved by the Board of Directors withrespect to any provision of the Plan or matter arising in connection therewithshall be final, conclusive and binding upon the Company and upon allparticipants, their heirs or legal representatives.
4.Shares Subject to the Plan.
The maximum aggregate number of Shares that may be purchased uponexercise of rights granted under the Plan shall be 10,000,000 plus the number ofshares, if any, previously approved by the Company's stockholders for issuanceunder the Company's 1991 Employee Stock Purchase Plan that remain unissued as ofthe termination of the final offering under that plan. Appropriate adjustmentsin such amount, the number of Shares covered by outstanding rights grantedhereunder, the securities that may be purchased hereunder, the Exercise Price,and the maximum number of Shares or other securities that an employee maypurchase (pursuant to Section 8 below) shall be made to give effect to anymergers, consolidations, reorganizations, recapitalizations, stock splits, stockdividends or other relevant changes in the capitalization of the Companyoccurring after the effective date of the Plan; provided that any fractionalShare otherwise issuable hereunder as a result of such an adjustment shall beadjusted downward to the nearest full Share. Any agreement of merger orconsolidation involving the Company will include appropriate provisions forprotection of the then existing rights of participating employees under thePlan. Either authorized and unissued Shares or treasury Shares may be purchasedunder the Plan. If for any reason any right under the Plan terminates in wholeor in part, Shares subject to such terminated right may again be subjected to aright under the Plan.
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5.Offerings; Participation.
(a) From time to time, the Company, by action of the Committee, willgrant rights to purchase Shares to Eligible Employees pursuant to one or moreOfferings, each having an Offering Commencement Date, an Offering TerminationDate, and one or more Purchase Dates as designated by the Committee. No Offeringmay last longer than twenty-seven (27) months or such longer period as may thenbe consistent with Section 423. The Committee may limit the number of Sharesissuable in any Offering, either before or during such Offering.
(b) Participation in each Offering shall be limited to EligibleEmployees who elect to participate in such Offering in the manner, and withinthe time limitations, established by the Committee. No person otherwise eligibleto participate in any Offering under the Plan shall be entitled to participateif he or she has elected not to participate. Any such election not toparticipate may be revoked only with the consent of the Committee.
(c) An Employee who has elected to participate in an Offering maymake such changes in the level of payroll deductions as the Committee may permitfrom time to time, or may withdraw from such Offering, by giving written noticeto the Company before any Purchase Date. No Employee who has withdrawn fromparticipating in an Offering may resume participation in the same Offering, buthe or she may participate in any subsequent Offering if otherwise eligible.
(d) Upon termination of a participating Employee's employment for anyreason, including retirement but excluding death or disability (as defined inSection 22(e)(3) of the Code) while in the employ of the Company or aSubsidiary, such Employee will be deemed to have withdrawn from participation inall pending Offerings.
(e) Upon termination of a participating Employee's employment becauseof disability or death, the Employee or his or her Designated Beneficiary, ifany, as the case may be, shall have the right to elect, with respect to eachOffering in which the Employee was then participating, by written notice givento the Coordinator within 30 days after the date of termination of employment(but not later than the next applicable Purchase Date for each Offering), either(i) to withdraw from such Offering or (ii) to exercise the Employee's right topurchase Shares on the next Purchase Date of such Offering to the extent of theaccumulated payroll deductions or other contributions in the Employee's accountat the date of termination of employment. If no such election with respect toany Offering is made within such period, the Employee shall be deemed to havewithdrawn from such Offering on the date of termination of employment. Theforegoing election is not available to any person, such as a legalrepresentative, as such, other than the Employee or a Designated Beneficiary.
6.Exercise Price.
The rights granted under the Plan shall be exercised and Shares shall bepurchased at a price per Share (the "Exercise Price") determined by theCommittee from time to time; provided that the Exercise Price shall not be lessthan eighty-five percent (85%) of the Fair Market Value of a Share on (a) therespective Offering Commencement Date or (b) the respective Purchase Date,whichever is lower.
7.Exercise of Rights; Method of Payment.
(a) Participating Employees may pay for Shares purchased uponexercise of rights granted hereunder through regular payroll deductions, by lumpsum cash payment, by delivery of shares of Common Stock valued at Fair MarketValue on the date of delivery, or a combination thereof, as determined by theCommittee from time to time. No interest shall be paid upon payroll deductionsor
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other amounts held hereunder (whether or not used to purchase Shares) unlessspecifically provided for by the Committee. All payroll deductions and otheramounts received or held by the Company under this Plan may be used by theCompany for any corporate purpose, and the Company shall not be obligated tosegregate such amounts.
(b) Subject to any applicable limitation on purchases under the Plan,and unless the Employee has previously withdrawn from the respective Offering,rights granted to a participating Employee under the Plan will be exercisedautomatically on the Purchase Date of the respective Offering coinciding withthe Offering Termination Date, and the Committee may provide that such rightsmay at the election of the Employee be exercised on one or more other PurchaseDates designated by the Committee within the period of the Offering, for thepurchase of the number of whole Shares that may be purchased at the applicableExercise Price with the accumulated payroll deductions or other amountscontributed by such Employee as of the respective Purchase Date. FractionalShares will not be issued under the Plan, and any amount that would otherwisehave been applied to the purchase of a fractional Share shall be retained andapplied to the purchase of Shares in the following Offering unless therespective Employee elects otherwise. The Company will deliver to eachparticipating Employee a certificate representing the shares of Common Stockpurchased within a reasonable time after the Purchase Date.
(c) Any amounts contributed by an Employee or withheld from theEmployee's compensation that are not used for the purchase of Shares, whetherbecause of such Employee's withdrawal from participation in an Offering(voluntarily, upon termination of employment, or otherwise) or for any otherreason, except as provided in Section 7(b), shall be repaid to the Employee orhis or her Designated Beneficiary or legal representative, as applicable, withina reasonable time thereafter unless the Employee is eligible to and does electto apply such amounts to the purchase of Shares in the next Offering to commenceafter the date of withdrawal.
(d) The Company's obligation to offer, sell and deliver Shares underthe Plan at any time is subject to (i) the approval of any governmentalauthority required in connection with the authorized issuance or sale of suchShares, (ii) satisfaction of the listing requirements of any national securitiesexchange or securities market on which the Common Stock is then listed, and(iii) compliance, in the opinion of the Company's counsel, with all applicablefederal and state securities and other laws.
8.Limitations on Purchase Rights.
(a) Any provision of the Plan or any other employee stock purchaseplan of the Company or any subsidiary (collectively, "Other Plans") to thecontrary notwithstanding, no Employee shall be granted the right to purchaseCommon Stock (or other stock of the Company and any subsidiary) under the Planand all Other Plans at a rate that exceeds an aggregate of $25,000 (or suchother maximum as may be prescribed from time to time by Section 423) in FairMarket Value of such stock (determined at the time the rights are granted) foreach calendar year in which any such right is outstanding.
(b) An Employee's participation in any one or a combination ofOfferings under the Plan shall not exceed such additional limits as theCommittee may from time to time impose.
9.Tax Withholding.
Each participating Employee shall pay to the Company or the applicableSubsidiary, or make provision satisfactory to the Committee for payment of, anytaxes required by law to be withheld in respect of the purchase or dispositionof Shares no later than the date of the event creating the tax liability. In theCommittee's discretion and subject to applicable law, such tax obligations maybe paid in whole or
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in part by delivery of Shares to the Company, including Shares purchased underthe Plan, valued at Fair Market Value on the date of delivery. The Company orthe applicable Subsidiary may, to the extent permitted by law, deduct any suchtax obligations from any payment of any kind otherwise due to the Employee orwithhold Shares purchased hereunder, which shall be valued at Fair Market Valueon the date of withholding.
10.Participants' Rights as Shareholders and Employees.
(a) No participating Employee shall have any rights as a shareholderin the Shares covered by a right granted hereunder until such right has beenexercised, full payment has been made for such Shares, and the Share certificateis actually issued.
(b) Each Employee is an employee-at-will (that is to say that eitherthe Employee or the Company or any Subsidiary may terminate the employmentrelationship at any time for any reason or no reason at all) unless and only tothe extent provided in a written employment agreement for a specified termexecuted by the chief executive officer of the Company or his duly authorizeddesignee or the authorized signatory of any Subsidiary. Neither the adoption,maintenance, nor operation of the Plan nor any grant of rights hereunder shallconfer upon any Employee any right with respect to the continuance of his/heremployment with the Company or any Subsidiary nor shall they interfere with therights of the Company or Subsidiary to terminate any Employee at any time orotherwise change the terms of employment, including, without limitation, theright to promote, demote or otherwise re-assign any Employee from one positionto another within the Company or any Subsidiary.
11.Rights Not Transferable.
Rights under the Plan are not assignable or transferable by aparticipating Employee other than by will or the laws of descent anddistribution and, during the Employee's lifetime, are exercisable only by theEmployee. The Company may treat any attempted inter vivos assignment as anelection to withdraw from all pending Offerings.
12.Amendments to or Termination of the Plan.
The Board shall have the right to amend, modify or terminate the Plan atany time without notice, subject to any stockholder approval that the Boarddetermines to be necessary or advisable; provided that the rights of Employeeshereunder with respect to any ongoing or completed Offering shall not beadversely affected.
13.Governing Law.
Subject to overriding federal law, the Plan shall be governed by andinterpreted consistently with the laws of the Commonwealth of Massachusetts.
14.Effective Date and Term.
This Plan will become effective on October 1, 1999, and no rights shallbe granted hereunder after September 30, 2009.
As amended by the Board of Directors on 17 November 2000, subject to StockholderApproval.
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