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EXHIBIT 10.18b
ARDENT SOFTWARE, INC.
EMPLOYEE STOCK PURCHASE PLAN
Amended and Restated effective October 7, 1997
l. PURPOSE. The purpose of this Employee Stock Purchase Plan (the "Plan") is
to provide employees of Ardent Software, Inc. (the "Company"), and its
subsidiaries, who wish to become stockholders of the Company an
opportunity to purchase Common Stock of the Company (the "Shares"). The
Plan is intended to qualify as an "employee stock purchase plan" within
the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. ELIGIBLE EMPLOYEES. Subject to provisions of Sections 7, 8 and 9 below,
any individual who is in the full-time employment (as defined below) of
the Company, or any of its subsidiaries (as defined in Section 424(f) of
the Code) the employees of which are designated by the Board of Directors
as eligible to participate in the Plan, is eligible to participate in any
Offering of Shares (as defined in Section 3 below) made by the Company
hereunder. Full-time employment shall include all employees whose
customary employment is:
(a) in excess of 20 hours per week; and
(b) more than five months in the relevant calendar year.
3. OFFERING DATES. From time to time the Company, by action of the Board of
Directors, will grant rights to purchase Shares to employees eligible to
participate in the Plan pursuant to one or more offerings (each of which
is an "Offering") on a date or series of dates (each of which is an
"Offering Date") designated for this purpose by the Board of Directors.
4. PRICES. The Price per share for each grant of rights hereunder shall be
the lesser of:
(a) eighty-five percent (85%) of the fair market value of a Share on
the Offering Date on which such right was granted; or
(b) eighty-five percent (85%) of the fair market value of a Share on
the date such right is exercised.
At its discretion, the Board of Directors may determine a higher price
for a grant of rights.
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5. EXERCISE OF RIGHTS AND METHOD OF PAYMENT.
(a) Rights granted under the Plan will be exercisable periodically on
specified dates as determined by the Board of Directors.
(b) The method of payment for Shares purchased upon exercise or rights
granted hereunder shall be through regular payroll deductions or
by lump sum cash payment, or both, as determined by the Board of
Directors; provided, however, that payment through regular payroll
deductions may in no event commence before the date on which a
prospectus with respect to the Offering of the Shares covered by
the Plan is provided to each participating employee. No interest
shall be paid upon payroll deductions unless specifically provided
for by the Board of Directors.
(c) Any payments received by the Company from a participating employee
and not utilized for the purchase of Shares upon exercise of a
right granted hereunder shall be promptly returned to such
employee by the Company after termination of the right to which
the payment relates.
6. TERM OF RIGHTS. Rights granted on any Offering Date shall be exercisable
upon the expiration of such period ("Offering Period") as shall be
determined by the Board of Directors when it authorizes the Offering,
provided that such Offering Period shall in no event be longer than
twenty-seven (27) months.
7. SHARES SUBJECT TO THE PLAN. No more than 700,000 Shares may be sold
pursuant to rights granted under the Plan. Appropriate adjustments in the
above figure, in the number of Shares covered by outstanding rights
granted hereunder, in the exercise price of the rights and in the maximum
number of Shares which an employee may purchase (pursuant to Section 9
below) shall be made to give effect to any mergers, consolidations,
reorganizations, recapitalizations, stock splits, stock dividends or
other relevant changes in the capitalization of the Company occurring
after the effective date of the Plan, provided that no fractional Shares
shall be subject to a right and each right shall be adjusted downward to
the nearest full Share. Any agreement of merger or consolidation will
include provisions for protection of the then existing rights of
participating employees under the Plan. Either authorized and unissued
Shares or issued Shares heretofore or hereafter reacquired by the Company
may be made subject to rights under the Plan. If for any reason any right
under the Plan terminates in whole or in part, Shares subject to such
terminated right may again be subjected to a right under the Plan.
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8. LIMITATIONS ON GRANTS.
(a) No employee shall be granted a right hereunder if such employee,
immediately after the right is granted, would own stock or rights
to purchase stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of
the Company, or of any subsidiary, computed in accordance with
Sections 423(b)(3) and 424(d) of the Code.
(b) No employee shall be granted a right which permits his right to
purchase shares under all employee stock purchase plans of the
Company and its subsidiaries to accrue at a rate which exceeds
twenty-five thousand dollars ($25,000) (or such other maximum as
may be prescribed from time to time by the Code) of the fair
market value of such Shares (determined at the time such right is
granted) for each calendar year in which such right is outstanding
at any time in accordance with the provisions of Section 423(b)(8)
of the Code.
(c) No right granted to any participating employee under a single
Offering shall cover more shares than may be purchased at an
exercise price equal to that percentage of the employee's annual
rate of compensation on the date the employee elects to
participate in the Offering as determined by the Board of
Directors from time to time.
9. LIMIT ON PARTICIPATION. Participation in an Offering shall be limited to
eligible employees who elect to participate in such Offering in the
manner, and within the time limitation, established by the Board of
Directors when it authorizes the offering.
10. CANCELLATION OF ELECTION TO PARTICIPATE. An employee who has elected to
participate in an Offering may, unless the employee has waived this
cancellation right at the time of such election in a manner established
by the Board of Directors, cancel such election as to all (but not part)
of the rights granted under such Offering by giving written notice of
such cancellation to the Company before the expiration of the Offering
Period. Any amounts paid by the employee for the Shares or withheld for
the purchase of Shares from the employee's compensation through payroll
deductions shall be paid to the employee, without interest, upon such
cancellation.
11. TERMINATION OF EMPLOYMENT. Upon termination of employment for any reason,
including the death of the employee, before the date on which any rights
granted under the Plan are exercisable, all such rights shall immediately
terminate and amounts paid by the employee for the Shares or withheld for
the purchase of Shares from the employee's compensation through payroll
deductions shall be paid to the employee or to the employee's estate,
without interest.
12. EMPLOYEE'S RIGHTS AS STOCKHOLDER. No participating employee shall have
any rights as a stockholder in the Shares covered by a right granted
hereunder until
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such rights has been exercised, full payment has been made for the
corresponding Shares and the Share certificate is actually issued.
13. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not assignable or
transferable by a participating employee and are exercisable only by the
employee. 14. AMENDMENTS TO OR DISCONTINUANCE OF THE PLAN. The Board of
Directors may at any time terminate or amend this Plan without notice and
without further action on the part of stockholders of the Company,
provided:
(a) that no such termination or amendment shall adversely affect the then
existing rights of any participating employee;
(b) that any such amendment which:
(i) increases the number of Shares subject to the Plan (subject to the
provisions of Section 7);
(ii) changes the class of persons eligible to participate under the
Plan; or
(iii) materially increases the benefits accruing to participants under
the Plan shall be subject to approval of the stockholders of the
Company.
15. EFFECTIVE DATE AND APPROVALS. The Plan was adopted by the Board of
Directors on March 25, 1992 to become effective as of said date and
approved by the stockholders of the Company on April 17, 1992. The
Company's obligation to offer, sell and deliver its Shares under the Plan
is subject to the approval of any governmental authority required in
connection with the authorized issuance or sale of such Shares and is
further subject to the Company receiving the opinion of its counsel that
all applicable securities laws have been complied with.
16. TERM OF PLAN. No rights shall be granted under the Plan after March 25,
2007.
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17. ADMINISTRATION OF THE PLAN. The Board of Directors or any committee or
persons to whom it delegates its authority (the "Administrator") shall
administer, interpret and apply all provisions of the Plan. The
Administrator may waive such provisions of the Plan as it deems necessary
to meet special circumstances not anticipated or covered expressly by the
Plan. Nothing contained in this Section shall be deemed to authorize the
Administrator to alter or administer the provisions of the Plan in a
manner inconsistent with the provisions of Section 423 of the Code.
AMENDMENT BOARD ACTION STOCKHOLDER APPROVAL
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INCREASE TO 200,00 SHARES FEBRUARY 5, 1993 APRIL 21, 1993
INCREASE TO 300,000 SHARES FEBRUARY 1, 1995 JUNE 14, 1995
INCREASE TO 500,000 SHARES MARCH 21, 1996 JUNE 6, 1996
EXTEND FOR 10 YEARS JUNE 28, 1997 MAY 6, 1997
INCREASE TO 700,000 SHARES OCTOBER 7, 1997 FEBRUARY 10, 1998
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