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Exhibit 4.3
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ASPEN TECHNOLOGY, INC.
1995 EMPLOYEES' STOCK PURCHASE PLAN
1. DEFINITIONS. As used in this 1995 Employees' Stock Purchase Plan of
Aspen Technology, Inc., the following terms shall have the meanings respectively
assigned to them below:
(a) 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.
(b) CODE means the Internal Revenue Code of 1986, as amended.
(c) COMMITTEE means a committee of the board of directors of the
Company composed exclusively of disinterested directors.
(d) COMPANY means Aspen Technology, Inc., a Massachusetts
corporation.
(e) COMPENSATION means annual compensation, including commissions,
overtime and bonuses for the most recently completed calendar
year.
(f) ELIGIBLE EMPLOYEE means a person who is eligible under the
provisions of Section 7 to receive an Option as of a particular
Grant Date.
(g) 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.
(h) GRANT DATE means a date specified by the Committee on which
Options are to be granted to Eligible Employees.
(j) MARKET VALUE means, as of a particular date, the value as
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 reported by NASDAQ in The Wall Street Journal on such
date.
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(k) MEMBERSHIP AGREEMENT means an agreement whereby an Optionee
authorizes the Company to withhold payroll deductions from his or
her Compensation.
(l) OPTION means an option to purchase shares of Stock granted under
the Plan.
(m) OPTIONEE means an Eligible Employee to whom an Option is granted.
(n) PLAN means this 1995 Employees' Stock Purchase Plan of the
Company.
(o) 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.
(p) 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 December 18,
1995. No option shall be granted under the Plan after November 30, 2005.
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 fair market value of the Stock, and shall fix the
maximum percentage of each Optionee's Compensation which may be withheld for the
purpose of purchasing shares of Stock; PROVIDED, that, the maximum percentage
shall not exceed five 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.
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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
250,000 shares of Stock may be issued or delivered pursuant to the exercise of
Options granted under the Plan, subject to adjustments made in accordance with
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 items 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 there with. 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 the Company
or a specified Related Corporation shall be granted an Option on each Grant Date
on which such employee meets all of the following requirements:
(a) The employee has been employed by the Company and the Related
Corporation for at least one month and is customarily so employed
by the Company for at least twenty hours per week and for more
than five months per calendar year.
(b) 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
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may purchase under outstanding options shall be treated as stock
owned by the employee.
(c) 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 five 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 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 and the
Stock Purchase Agreement that will be signed pursuant to Section
9.10.
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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 Company. 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 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
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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 there is to
occur a recapitalization involving an increase in the par value
exceeding the exercise price under an outstanding Option, the
Company shall notify the Optionee of such proposed
recapitalization immediately upon its being recommended to the
Company's shareholders, after which the Optionee shall have the
right to exercise his or her Option prior to such
recapitalization; if the Optionee fails to exercise the Option
prior to recapitalization, the exercise price under the Option
shall be appropriately adjusted. 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 toe 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 five 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 withdrawal will be effective.
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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.
The Optionee may elect to purchase shares of Stock from his or
her Base Amount by completing and returning to the Company a
Stock Purchase Agreement no later than two weeks prior to the
Exercise Date. If the Company does not receive a Stock Purchase
Agreement from the Optionee by such date, accumulated payroll
deductions will be returned on 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. Such
representation shall lapse when in the view of the Company it is
no longer necessary under the law or regulations in existence at
the time. 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
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shares being purchased under the Option, delivery of the
certificate or certificates for such shares shall be 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 in
the event that accumulated payroll deductions exceed the price of
share purchased, 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.