Exhibit 4.1
CIBER, INC.
EMPLOYEE STOCK PURCHASE PLAN
(as amended and restated May 4, 2009)
I. Purpose
The
CIBER, Inc. Employee Stock Purchase Plan (the
“Plan”) is intended to provide eligible employees of
CIBER, Inc. and its Affiliated Corporations (collectively, the
“Company”), with an opportunity to acquire a
proprietary interest in the Company through their participation in
a plan designed to qualify as an employee stock purchase plan under
Section 423 of the Internal Revenue Code of 1986 (the
“Code”). “Affiliated Corporation” means any
“subsidiary corporation” (as such term is defined in
Section 424(f) of the Code) of
CIBER, Inc.
II. Administration
(a)
Plan Administrator. The Plan shall
be administered by the board of directors of the Company (the
“Board”), which may from time to time delegate all or
part of its authority to a committee (the “Committee”)
composed of at least two members of the Board, all of whom shall be
Non-Employee Directors. A Non-Employee Director is a director who
meets the definition of Non-Employee Director under Rule 16b-3
of the Securities Exchange Act of 1934 (the “1934”).
References herein to the Plan Administrator refer to the Board or,
to the extent the Board delegates its authority to the Committee,
to the Committee. The Plan Administrator shall have full authority
to administer the Plan, and to adopt such rules and
regulations for administering the Plan as it may deem necessary in
order to comply with the requirements of Section 423 of the
Code. The Plan Administrator may delegate to an agent or agents any
of its responsibilities under the Plan except its responsibilities
to establish the number of shares available for purchase by
employees during any purchase period, the maximum and minimum
percentage of base compensation to be paid by any single employee
for the purchase of stock during any of the periods and its
authority to construe and interpret the provisions of the
Plan.
(b)
Actions of Plan Administrator. All
actions taken and all interpretations and determinations made by
the Plan Administrator in good faith (including determinations of
fair market value) shall be final and binding upon all
Participants, the Company and all other interested persons. No
member of the Plan Administrator shall be personally liable for any
action, determination or interpretation made in good faith with
respect to the Plan, and all members of the Plan Administrator
shall, in addition to their rights as directors, be fully protected
by the Company with respect to any such action, determination or
interpretation.
III. Purchase Periods
The
first purchase period under the Plan shall commence on
January 1, 1995, and shall terminate on March 31, 1995.
Unless otherwise determined by the Plan Administrator, a purchase
period shall commence on the first day of each succeeding calendar
quarter and shall terminate on the last day of each such quarter.
The Plan Administrator may, from time to time, establish purchase
periods with differing commencement dates and durations. In no
event, however, shall a purchase period extend beyond
27 months. No two purchase periods shall run
concurrently.
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IV. Eligibility and
Participation
(a) Except
as otherwise expressly provided herein, every employee of the
Company who, on the commencement date of the purchase period, is
employed on a basis which customarily requires not less than
20 hours of service per calendar week is eligible to
participate in the Plan during a purchase period.
(b) An
eligible employee may become a participant in the Plan (a
“Participant”) for a particular purchase period by
completing the enrollment forms prescribed by the Plan
Administrator (including a purchase agreement and a payroll
deduction authorization) and filing such forms prior to the
commencement date of the purchase period with the person designated
by the Plan Administrator. No enrollment forms will be accepted
from an individual who is not on the active payroll of the Company
on the filing date, unless such individual is temporarily off the
payroll by reason of illness, vacation, jury duty or other
employer-approved absence.
V. Stock Subject to
Plan
(a)
Common Stock. The stock which is
purchasable by Participants shall be the authorized but unissued or
reacquired common stock, par value $.01 per share, of
CIBER, Inc. (the “Common Stock”). In order to have
shares available for sale under the Plan, the Company may
repurchase shares of Common Stock on the open market, issue
authorized but unissued stock or otherwise. The maximum number of
shares which may be sold to employees during any single purchase
period shall be established by the Plan Administrator prior to the
beginning of the purchase period; provided however, that the total
number of shares which may be sold to employees throughout the
entire duration of the Plan shall not exceed 11,250,000 shares
(which amount reflects the 1996 and 1998 stock splits in the nature
of a dividend, and is subject to further adjustment under
subparagraph (b) below).
(b)
Changes in Capital Structure. In the
event any change is made to the Common Stock purchasable under the
Plan (whether by reason of merger, consolidation, reorganization,
recapitalization, stock dividend in excess of 10% at any single
time, stock split, combination of shares, exchange of shares,
changes in corporate structure or otherwise), then appropriate
adjustments shall be made to the maximum number of shares
purchasable under the Plan, the maximum number of shares
purchasable under any right to purchase stock outstanding under the
Plan, and the number of shares and price per share of stock subject
to rights to purchase stock outstanding under the Plan.
VI. Purchase of Common
Stock
(a)
Right to Purchase. An eligible
employee who becomes a Participant for a particular purchase period
shall have the right, as of the beginning of the purchase period,
to purchase Common Stock upon the terms and conditions set forth
below and shall execute a purchase agreement embodying such terms
and conditions and such other provisions, not inconsistent with the
Plan, as the Plan Administrator may deem advisable.
(b)
Purchase Price Per Share. Except as
provided in Section VI(j), the purchase price per share shall
be eighty-five percent (85%) of the fair market value of a share of
Common Stock on the commencement date of the purchase period. If
the Common Stock is listed on a national stock exchange or national
market system, the fair market value of a share of Common Stock on
any date shall be the officially-quoted closing sales price (or the
closing bid, if no sales were reported) on such exchange or system
on the date in question. If the Common Stock is not traded
publicly, the fair market value of a share of Common Stock on any
date shall be determined, in good faith, by the Plan Administrator
after consultation with outside legal, accounting or other experts
as the Plan
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Administrator may deem advisable, and the Plan
Administrator shall maintain a written record of its method of
determining such value.
(c)
Total Purchase Price. Each
Participant shall, for any purchase period, have the right to
purchase Common Stock with a total purchase price equal to a
designated percentage of the Participant’s Compensation. A
Participant’s “Compensation” for a particular
purchase period shall be the amount of the Participant’s base
salary or wages, overtime pay and, at the election of the
Participant,
