PARAMETRIC TECHNOLOGY
CORPORATION
2000 EQUITY INCENTIVE PLAN
1. Purpose
.
The purpose of the Parametric Technology
Corporation 2000 Equity Incentive Plan (the “Plan”) is
to attract and retain directors and key employees and consultants
of the Company and its Affiliates, to provide an incentive for them
to achieve performance goals, and to enable them to participate in
the growth of the Company by granting Awards with respect to the
Company’s Common Stock. Certain capitalized terms used herein
are defined in Section 9 below.
2. Administration .
The Plan shall be administered by the Committee;
provided, that the Board may in any instance perform any of the
functions of the Committee hereunder. The Committee shall select
the Participants to receive Awards and shall determine the terms
and conditions of the Awards. The Committee shall have authority to
adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time
to time consider advisable, and to interpret the provisions of the
Plan. The Committee’s decisions shall be final and binding.
To the extent permitted by applicable law, the Committee may
delegate to one or more executive officers of the Company the power
to make Awards to Participants who are not Reporting Persons or
Covered Employees and all determinations under the Plan with
respect thereto, provided that the Committee shall fix the maximum
amount of such Awards for all such Participants and a maximum for
any one Participant.
3. Eligibility .
All directors and all employees and consultants
of the Company or any Affiliate capable of contributing to the
successful performance of the Company are eligible to be
Participants in the Plan. Incentive Stock Options may be granted
only to persons eligible to receive such Options under the
Code.
4. Stock Available for Awards
.
(a) Amount. Up to an aggregate of 22,300,000 shares of
Common Stock, subject to adjustment under subsection (b) may
be issued pursuant to Awards, including Incentive Stock Options,
under the Plan. If any Award expires or is terminated unexercised
or is forfeited, the shares subject to such Award, to the extent of
such expiration, termination, or forfeiture, shall again be
available for award under the Plan. Common Stock issued through the
assumption or substitution of outstanding grants from an acquired
company shall not reduce the shares available for Awards under the
Plan. Shares issued under the Plan may consist of authorized but
unissued shares or treasury shares.
(b) Adjustment . In
the event of any equity restructuring, whether a stock dividend,
recapitalization, split-up or combination of shares, or otherwise,
affects the Common Stock such that an adjustment is required in
order to preserve the benefits intended to be provided by the Plan,
the Committee (subject in the case of Incentive Stock Options to
any limitation required under the Code) shall equitably adjust any
or all of (i) the number and kind of shares in respect of which
Awards may be made under the Plan, (ii) the number and kind of
shares subject to outstanding Awards and (iii) the exercise price
with respect to any of the foregoing, provided that the number of
shares subject to any Award shall always be a whole
number.
(c) Limit on Individual Grants
. Subject to adjustment under subsection (b)
above, the maximum number of shares of Common Stock that are either
subject to Options and Stock Appreciation Rights or are granted as
Restricted Stock Units, Restricted Stock or unrestricted stock
Awards with respect to which Performance Goals apply under
Section 7 below that may be granted to any Participant in the
aggregate in any fiscal year shall not exceed 800,000.
5. Stock Options .
(a) Grant of Options
. Subject to the provisions of the Plan, the
Committee may grant options (“Options”) to purchase
shares of Common Stock (i) complying with the requirements of
Section 422 of the Code or any successor
provision and any regulations thereunder
(“Incentive Stock Options”) and (ii) not intended to
comply with such requirements (“Nonstatutory Stock
Options”). The Committee shall determine the number of shares
subject to each Option and the exercise price therefor, which shall
not be less than 100% of the Fair Market Value of the Common Stock
on the date of grant. No Incentive Stock Option may be granted
hereunder more than ten years after the effective date of the
Plan.
(b) Terms and Conditions
. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Committee may
specify in the applicable grant or thereafter. The Committee may
impose such conditions with respect to the exercise of Options,
including conditions relating to applicable federal or state laws,
as it considers necessary or advisable.
(c) Payment . No
shares shall be delivered pursuant to any exercise of an Option
until payment in full of the exercise price therefor is received by
the Company. Such payment may be made in whole or in part in cash
or, to the extent permitted by the Committee at or after the grant
of the Option, by delivery of shares of Common Stock owned by the
optionee valued at their Fair Market Value on the date of delivery,
or such other lawful consideration, including a payment commitment
of a financial or brokerage institution, as the Committee may
determine.
6. Stock Appreciation Rights
.
(a) Grant of SARs . Subject to the provisions of the Plan, the
Committee may grant rights to receive any excess in value of shares
of Common Stock over the exercise price (“Stock Appreciation
Rights” or “SARs”). The Committee shall determine
at the time of grant or thereafter whether SARs are settled in
cash, Common Stock or other securities of the Company, Awards or
other property, and may define the manner of determining the excess
in value of the shares of Common Stock.
(b) Exercise Price
. The Committee shall fix the exercise price of
each SAR or specify the manner in which the price shall be
determined. An SAR may not have an exercise price less than 100% of
the Fair Market Value of the Common Stock on the date of the grant,
provided that an SAR granted to a new employee or consultant in
connection with the hiring of such person may have a lower exercise
price so long as it is not less than 100% of Fair Market Value on
the date the person accepts the Company’s offer of employment
or the date employment commences, whichever is lower.
7. Stock and Stock Unit Awards
.
(a) Grant of Restricted or Unrestricted Stock
Awards . The
Committee may grant shares of Common Stock subject to forfeiture
(“Restricted Stock”) and determine the duration of the
period (the “Restricted Period”) during which, and the
conditions under which, the shares may be forfeited to the Company
and the other terms and conditions of such Awards. Shares of
Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered, except as permitted by the Committee, during
the Restricted Period. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may determine. Any
certificates issued in respect of shares of Restricted Stock shall
be registered in the name of the Participant and unless otherwise
determined by the Committee, deposited by the Participant, together
with a stock power endorsed in blank, with the Company. At the
expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant or if the Participant has died, to
the Participant’s Designated Beneficiary. The Committee also
may make Awards of shares of Common Stock that are not subject to
restrictions or forfeiture, on such terms and conditions as the
Committee may determine from time to time.
(b) Grant of Restricted Stock
Units. The Committee
may grant the right to receive in the future shares of Common Stock
subject to forfeiture (“Restricted Stock Units”) and
determine the duration of the Restricted Period during which, and
the conditions under which, the Award may be forfeited to the
Company and the other terms and conditions of such
