EXHIBIT 10.4
AMENDED AND RESTATED
AS OF MAY 14, 2002
FORRESTER RESEARCH, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE OF PLAN
The Forrester Research, Inc. 1996 Employee Stock Purchase Plan (the "Plan") is
intended to provide a method by which eligible employees of Forrester Research,
Inc. ("Forrester ") and of such of Forrester `s subsidiaries as Forrester's
Board of Directors (the "Board of Directors") may from time to time designate
(such subsidiaries, together with Forrester, being hereinafter referred to as
the "Company") may use voluntary, systematic payroll deductions to purchase
shares of the Common Stock of Forrester (the "Stock") and thereby acquire an
interest in the future of the Company. For purposes of the Plan, a "subsidiary"
is any corporation in which Forrester owns, directly or indirectly, stock
possessing 50% or more of the total combined voting power of all classes of
stock.
SECTION 2. OPTIONS TO PURCHASE STOCK
Under the Plan, there is available an aggregate of not more than 900,000 shares
of Stock (subject to adjustment as provided in Section 15) for sale pursuant to
the exercise of options ("Options") granted under the Plan to employees of the
Company ("Employees") who meet the eligibility requirements set forth in Section
3 hereof ("Eligible Employees"). The Stock to be delivered upon exercise of
Options under the Plan may be either shares of authorized but unissued Stock or
previously issued shares acquired by the Company and held in treasury, as the
Board of Directors may determine.
SECTION 3. ELIGIBLE EMPLOYEES
Except as otherwise provided below, each Employee (a) who has completed six
months or more of continuous service in the employ of the Company, and (b) whose
customary employment is more than 20 hours per week, will be eligible to
participate in the Plan.
(a) Any Employee who immediately after the grant of an Option to him or
her would (in accordance with the provisions of Sections 423 and
424(d) of the Internal Revenue Code
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of 1986, as amended (the "Code")) own stock possessing 5% or more of
the total combined voting power or value of all classes of stock of
the employer corporation or of its parent or subsidiary
corporations, as defined in Section 424 of the Code, will not be
eligible to receive an Option to purchase stock pursuant to the
Plan.
(b) No Employee will be granted an Option under the Plan which would
permit his or her rights to purchase shares of stock under all
employee stock purchase plans of Forrester and parent and subsidiary
corporations to accrue at a rate which exceeds $25,000 in fair
market value of such stock (determined at the time the Option is
granted) for each calendar year during which any such Option granted
to such Employee is outstanding at any time, as provided in Sections
423 and 424(d) of the Code.
(c) For purposes of determining eligibility hereunder, the Board of
Directors, acting by and through the Director, Operations or any
other authorized officer, may grant past service credit to Employees
of the Company in a uniform and non-discriminatory manner for
periods of continuous service provided with respect to any company
acquired (whether by asset or stock purchase) of the Company.
SECTION 4. METHOD OF PARTICIPATION
The first stock option period (the "Initial Option Period") for which Options
may be granted hereunder shall commence on the date of the prospectus used in
connection with Forrester's initial public offering and end on June 30, 1997.
The Initial Option Period and each subsequent six-month period following the end
of the Initial Option Period shall be referred to as an "Option Period". Each
person who will be an Eligible Employee on the first day of any Option Period
may elect to participate in the Plan by executing and delivering, at least 15
days prior to such day, a payroll deduction authorization in accordance with
Section 5. Such Eligible Employee will thereby become a participant
("Participant") on the first day of such Option Period and will remain a
Participant until his or her participation is terminated as provided in the
Plan.
SECTION 5. PAYROLL DEDUCTION
The payroll deduction authorization will request withholding at a rate (in whole
percentages) of not less than 2% nor more than 10% from the Participant's
Compensation by means of substantially equal payroll deductions over the Option
Period. In no event shall more than $10,000 be withheld with respect to any
Participant for any Option Period. For purposes of the Plan, "Compensation" will
mean all compensation paid to the Participant by the Company and currently
includible in his or her income, including bonuses, commissions, and other
amounts includible in the definition of compensation provided in the Treasury
Regulations promulgated under Section 415 of the Code, plus any amount that
would be so included but for the fact that it was contributed to a qualified
plan pursuant to an elective deferral under Section 401(k) of the Code, but not
including payments under stock option plans and other employee benefit plans or
any other amounts excluded from the definition of compensation provided in the
Treasury Regulations under Section 415 of the Code. A Participant may reduce the
withholding rate of his or her payroll deduction authorization by one or more
whole percentage points (but not to below
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2%) at any time during an Option Period by delivering written notice to the
Company, such reduction to take effect prospectively as soon as practicable, as
determined by the Board of Directors acting by and through the Director,
Operations or any other authorized officer, following receipt of such notice by
the Company. A Participant may increase or reduce the withholding rate of his or
her payroll deduction authorization for a future Option Period by written notice
delivered to the Company at least 15 days prior to the first day of the Option
Period as to which the change is to be effective. All amounts withheld in
accordance with a Participant's payroll deduction authorization will be credited
to a withholding account for such Participant.
SECTION 6. GRANT OF OPTIONS
Each person who is a Participant on the first day of an Option Period will as of
such day be granted an Option for such Period. Such Option will be for the
number of whole shares (not in excess of the share maximum as hereinafter
defined) of Stock to be determined by dividing (i) the balance in the
Participant's withholding account on the last day of the Option Period, by (ii)
the purchase price per share of the Stock determined under Section 7. For
purposes of the preceding sentence, the share maximum with respect to any Option
for any Option Period shall be the largest number of shares which, when
multiplied by the fair market value of a share of Stock at the beginning of the
Option Period, produces a dollar amount of $12,500 or less. The number of shares
of Stock receivable by each Participant upon exercise of his or her Option for
an Option Period will be reduced, on a substantially proportionate basis, in the
event that the number of shares then available under the Plan is otherwise
insufficient.
SECTION 7. PURCHASE PRICE
The purchase price of Stock issued pursuant to the exercise of an Option will be
85% of the fair market value of the Stock at (a) the time of grant of the Option
or (b) the time at which the Option is deemed exercised, whichever is less. Fair
market value on any given day will mean the Closing Price of the Stock on such
day or, if there was no Closing Price on such day, the latest day prior thereto
on which there was a Closing Price, provided that in the case of Options granted
during the first Option Period, fair market value at the time of grant of the
Option shall mean the initial public offering price of the Stock. The "Closing
Price" of the Stock on any business day will be the last sale price as reported
on the principal market on which the Stock is traded or, if no last sale is
reported, then the fair market value as determined by the Board of Directors. A
good faith determination by the Board of Directors as to fair market value shall
be final and binding.
SECTION 8. EXERCISE OF OPTIONS
Each Employee who is a Participant in the Plan on the last day of an Option
Period will be deemed to have exercised on the last day of the Option Period the
Option granted to him or her for that Option Period. Upon such exercise, the
balance of the Participant's withholding account will be applied to the purchase
of the number of whole shares of Stock determined under Section
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6 and as soon as practicable thereafter certificates for said shares will be
issued and delivered to the Participant. In the event that the balance of the
Participant's withholding account following an Option Period is in excess of the
total purchase price of the shares so issued, the balance of the account shall
be returned to the Participant; provided, however, that if the balance left in
the account consists solely of an amount equal to the value of a fractional
share, it will be retained in the withholding account and carried over to the
next Option Period. The entire balance of the Participant's withholding account
following the final Option Period shall be returned to the Participant. No
fractional shares will be issued hereunder.
Notwithstanding anything herein to the contrary, Forrester's obligation to issue
and deliver shares of Stock under the Plan is subject to the approval required
of any governmental authority in connection with the authorization, issuance,
sale or transfer of said shares, to any requirements of any national securities
exchange applicable thereto, and to compliance by the Company with other
applicable legal requirements in effect from time to time, including without
limitation any applicable tax withholding requirements.
SECTION 9. INTEREST
No interest will be payable on withholding accounts.
SECTION 10. CANCELLATION AND WITHDRAWAL
A Participant who holds an Option under the Plan may at any time prior to
exercise thereof under Section 8 cancel such Option as to all (but not less than
all) the Shares subject or to be subject to such Option by written notice
delivered to the Company. Upon such cancellation, the Participant's withholding
account balance will be returned to him or her.
A Participant may terminate a payroll deduction authorization as of any date by
written notice delivered to the Company and will thereby cease to be a
Participant as of such date. Any Participant who voluntarily terminates a
payroll deduction authorization prior to the last business day of an Option
Period will be deemed to have cancelled the related Option.
Any Participant who cancels an Option or terminates a payroll deduction
authorization may at any time thereafter again become a Participant in
accordance with Section 4.
SECTION 11. TERMINATION OF EMPLOYMENT
Subject to Section 12, any person will cease to be a Participant upon
termination of employment with the Company for any reason, and any Option held
by such Participant under the Plan will be deemed cancelled. The Company will
return the balance of the withholding account to the Participant, who will have
no further rights under the Plan.
SECTION 12. DEATH OF PARTICIPANT
A Participant may file a written designation of beneficiary specifying who is to
receive any Stock and/or cash credited to the Participant under the Plan in the
event of the Participant's death,
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which designation will also provide for the Participant's election to either (i)
cancel the Participant's Option upon his or her death, as provided in Section 10
or (ii) apply as of the last day of the Option Period the balance of the
deceased Participant's withholding account at the time of death to the exercise
of the related Option, pursuant to Section 8 of the Plan. In the absence of a
valid election otherwise, a Participant's death will be deemed to effect a
cancellation of the Option. A designation of beneficiary and election may be
changed by the Participant at any time, by written notice. In the event of the
death of a Participant and receipt by the Company of proof of the identity and
existence at the Participant's death of a beneficiary validly designated by him
or her under the Plan, the Company will deliver to such beneficiary such Stock
and/or cash to which the beneficiary is entitled under the Plan. In the event of
the death of a Participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such Participant's death,
the Company will deliver such Stock and/or cash to the executor or administrator
of the estate of the Participant, if the Company is able to identify such
executor or administrator. If the Company is unable to identify such
administrator or executor, the Company, in its discretion, may deliver such
stock and/or cash to the spouse or to any one or more dependents of a
Participant as the Company may determine. No beneficiary will, prior to the
death of the Participant by whom he has been designated, acquire any interest in
any Stock or cash credited to the Participant under the Plan.
SECTION 13. PARTICIPANT'S RIGHTS NOT TRANSFERABLE
All Participants will have the same rights and privileges under the Plan. All
rights and privileges under any Option may be exercisable during a Participant's
lifetime only by the Participant, and may not be sold, pledged, assigned, or
transferred in any manner. In the event any Participant violates the terms of
this Section, any Option held by him or her may be terminated by the Company and
upon return to the Participant of the balance of his or her withholding account,
all his or her rights under the Plan will terminate.
SECTION 14. EMPLOYMENT RIGHTS
Nothing contained in the provisions of the Plan will be construed to give to any
Employee the right to be retained in the employ of the Company or to interfere
with the right of the Company to discharge any Employee at any time.
SECTION 15. CHANGE IN CAPITALIZATION
In the event of any change in the outstanding Stock of Forrester by reason of a
stock dividend, split-up, recapitalization, merger, consolidation,
reorganization, or other capital change after the effective date of this Plan,
the aggregate number of shares available under the Plan, the number of shares
under Options granted but not exercised, and the Option price will be
appropriately adjusted.
SECTION 16. ADMINISTRATION OF PLAN
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The Plan will be administered by the Board of Directors, which will have the
right to determine any questions which may arise regarding the interpretation
and application of the provisions of the Plan and to make, administer, and
interpret such rules and regulations as it will deem necessary or advisable. The
Board of Director's determinations hereunder shall be final and binding.
SECTION 17. AMENDMENT AND TERMINATION OF PLAN
Forrester reserves the right at any time or times to amend the Plan to any
extent and in any manner it may deem advisable by vote of the Board of
Directors; provided, however, that any amendment relating to the aggregate
number of shares which may be issued under the Plan (other than an adjustment
provided for in Section 15) or to the Employees (or class of Employees) eligible
to receive Options under the Plan will have no force or effect unless it is
approved by the shareholders within twelve months before or after its adoption.
The Plan shall terminate automatically following the end of the first Option
Period beginning in 2006; provided, however, that the Board of Directors in its
discretion may extend the Plan for one or more Option Periods. The Plan may be
earlier suspended or terminated by the Board of Directors, but no such
suspension or termination will adversely affect the rights and privileges of
holders of outstanding Options. The Plan will terminate in any case when all or
substantially all the Stock reserved for the purposes of the Plan has been
purchased.
SECTION 18. APPROVAL OF SHAREHOLDERS
The Plan is subject to the approval of the shareholders of Forrester, which
approval must be secured within twelve months before or after the date the Plan
is adopted by the Board of Directors, and any Option granted hereunder prior to
such approval is conditioned on such approval being obtained prior to the
exercise thereof.
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