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Exhibit 10.1
CHANGE OF CONTROL AGREEMENT
This
Change of Control Agreement (this "Agreement"), dated as of ____,
2007
(the "Effective Date"), is by and between SPSS Inc., a Delaware
corporation
having its principal offices at 233 South Wacker Drive, Chicago,
Illinois 60606
("SPSS" or the "Company"), and _________________, a senior
management employee
of SPSS (the "Employee").
WHEREAS, the Employee is presently serving as the ______________of
SPSS;
and
WHEREAS, SPSS desires to provide the Employee with the benefits set
forth
herein in consideration of the Employee's continued employment with
the Company,
and the Employee is willing to continue his employment with SPSS
and enter into
this Agreement on the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants
and
conditions contained herein and other good and valuable
consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto
mutually agree as follows:
1.
Certain Defined Terms.
(a)
The term "Change of Control," as used herein, shall mean any one
or
more of the following:
(i) the accumulation,
by any individual, entity or group (within the
meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) of
thirty
three percent (33%) or more of the then outstanding common
stock
of SPSS;
(ii) a merger or consolidation of SPSS in which SPSS does not
survive
as an independent public company;
(iii) a sale of all or substantially all of the assets of SPSS;
(iv) a triggering event under that certain Amended and Restated
Rights
Agreement, dated as of August 31, 2004, by and between SPSS and
Computershare Investor Services, LLC or any amendment,
restatement or replacement thereof;
(v) a liquidation or
dissolution of SPSS; or
(vi) a change in the composition of the Board of Directors of
SPSS
(the "Board") not previously endorsed by the Board existing as
of
the Effective Date or the directors' endorsed successors, as a
result of which fewer than a majority of the directors are
Incumbent Directors ("Incumbent Directors" are directors who
either (A) are directors of SPSS as of the Effective Date, or
(B)
are nominated for election to the Board by
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the Nominating and Corporate Governance Committee and endorsed
by
the Board existing as of the Effective Date or the directors'
endorsed successors).
Notwithstanding the foregoing, the following acquisitions shall
not
constitute a Change of Control for the purposes of this Agreement:
(I) any
acquisitions of common stock or securities convertible into common
stock
directly from SPSS, or (II) any acquisition of common stock or
securities
convertible into common stock by any employee benefit plan (or
related trust)
sponsored or maintained by SPSS.
(b)
"Constructive Termination," as used herein, shall mean any of
the
following conditions:
(i) a material reduction in the Employee's base compensation or
annual
incentive cash target, which reduction occurs during any twelve
month
period beginning on or after the Change of Control Effective Date
and
ending on or prior to the second anniversary date of the Change of
Control
Effective Date; or
(ii) any action taken by the Company or the Surviving Entity
(as
defined herein) following a Change of Control, for a reason other
than Good
Cause, which results in a material diminution of the Employee's
job
assignment, duties, responsibilities, or reporting relationships
which is
inconsistent with his position with SPSS as it existed immediately
prior to
the
Change of Control Effective Date; or
(iii) a change in the Employee's principal assigned location of
employment by more than fifty (50) miles from the Employee's
principal
assigned location of employment on the Effective Date (as the same
may be
changed prior to the Change in Control Effective Date with the
Employee's
consent), which change in assigned location the Company has
determined
would constitute a material change in the geographic location at
which the
Employee is required to provide his duties.
The
Employee's termination of employment shall not be treated as a
Constructive Termination unless (A) within 90 days after the
initial existence
of the applicable condition that is purported to give rise to a
basis for a
termination on account of Constructive Termination, the Employee
provides
written notice of the existence of such condition to the Company
(or the
Surviving Entity), (B) such condition is not cured within 30 days
after the date
of the written notice from the Employee to the Company (or the
Surviving
Entity), and (C) the Employee terminates employment no later than
60 days after
the expiration of the applicable cure period.
(c)
"Change of Control Effective Date," as used herein, shall mean the
date
on which a Change of Control becomes effective.
(d)
"Good Cause," as used herein, shall mean:
(i) the Employee's willful and continued failure to
substantially
perform his duties for the Company (other than any such failure
resulting
from
the Employee's disability) which is not cured within a
reasonable
period (not exceeding thirty (30) days) following the date on which
the
Company provides to the Employee written notice which
2
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specifies the condition or behavior that forms the Company's basis
for a
Good
Cause termination;
(ii) the Employee's willful engagement in conduct which is
demonstrably and materially injurious to the Company or its
reputation,
monetarily or otherwise;
(iii) the Employee's engagement in fraud, theft or
embezzlement;
(iv) the Employee's conviction of, or the Employee's entry of a
plea
of
nolo contendre to, a felony (determined under applicable state
law); or
(v) the Employee's illegal use of a controlled substance.
For
purposes of clauses (i) and (ii) above under this definition of
Good
Cause, no act, or failure to act, on the part of the Employee shall
be deemed
"willful" unless done, or omitted to be done, by the Employee not
in good faith
and without reasonable belief that his action or omission was in
the best
interest of the Company.
(e)
"Surviving Entity," as used herein, shall mean the entity surviving
a
transaction between SPSS and another company (with the term
"company" to include
but not be limited to any individual, group of individuals,
partnership,
corporation, or other similar entities).
2.
Treatment of Stock Options, Restricted Stock Units, Restricted
Stock and
Stock Appreciation Rights upon Change of Control. In the event of a
Change of
Control (regardless of whether the Employee's employment is
terminated in
connection with such Change of Control), the Employee shall be
entitled to the
following benefits (which benefit
