PTC INC.
2000 EQUITY INCENTIVE PLAN
1. Purpose.
The
purpose of the PTC Inc. 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 44,300,000 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. A 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.
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 Awards. Restricted Stock
Unit Awards shall constitute an unfunded and unsecured obligation
of the Company, and shall be settled in shares of Common Stock or
cash, as determined by the Committee at the time of grant or
thereafter. Such Awards shall be made in the form of
“units” with each unit representing the equivalent of
one share of Common Stock.
(c) Performance Goals; Consideration.
The Committee may
establish Performance Goals for the granting of Restricted Stock,
unrestricted stock Awards, Restricted Stock Units or the lapse of
risk of forfeiture of Restricted Stock or Restricted Stock Units.
Shares of Restricted Stock or unrestricted stock or Restricted
Stock Units may be issued for no cash consideration, such minimum
consideration as may be required by applicable law or such other
consideration as the Committee may determine.
8. General Provisions Applicable to Awards.
(a) Documentation.
Each Award under the Plan shall be
evidenced by a writing delivered to the Participant or agreement
executed by the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not
inconsistent with the provisions of the Plan as the Committee
considers necessary or advisable to achieve the purposes of the
Plan or to comply with applicable tax and regulatory laws and
accounting principles. No Award to any Participant subject to
United States income taxation shall provide for the deferral of
compensation that does not comply with Section 409A of the
Code.
(b) Committee Discretion.
Each type of Award may be made
alone, in addition to or in relation to any other Award. The terms
of each type of Award need not be identical, and the Committee need
not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Award, any determination with respect to
an Award may be made by the Committee at the time of grant or at
any time thereafter.
(c) Dividends.
In no event shall dividends or dividend
equivalents accumulate or be paid with respect to any unvested
portion of an Award or with respect to any Option, whether vested
or unvested. Notwithstanding any other provision of this Plan, this
Section 8(c) may be amended only with the approval of the
stockholders of the Company.
(d) Termination of Service.
The Committee shall determine
the effect on an Award of the disability, death, retirement or
other termination of service of a Participant and the extent to
which, and the period during which, the Participant’s legal
representative, guardian or Designated Beneficiary may receive
payment of an Award or exercise rights thereunder.
(e) Change in Control.
In order to preserve a
Participant’s rights under an Award in the event of a change
in control of the Company (as defined by the Committee), the
Committee in its discretion may, at the time an Award is made or at
any time thereafter, take such actions, including without
limitation one or more of the following: (i) providing for the
acceleration of any time period relating to the exercise or payment
of the Award, (ii) providing for payment to the Participant of
cash or other property with a Fair Market Value equal to the amount
that would have been received upon the exercise or payment of the
Award had the Award been exercised or paid upon the change in
control, whereupon the Award shall terminate, (iii) adjusting
the terms of the Award in a manner determined by the Committee to
reflect the change in control, or (iv) causing the Award to be
assumed, or new rights substituted therefor, by another entity, as
the Committee may consider equitable to Participants and in the
best interests of the Company.
(f) Transferability.
The Committee shall not make or allow
any Award to be transferable by the Participant, provided that
nothing herein shall be deemed to limit the right of a Participant
to transfer shares of stock upon which the restrictions have lapsed
or shares issued upon the vesting or exercise, as applicable, of an
Award.
(g) Withholding Taxes.
The Participant shall pay to the
Company, or make provision satisfactory to the Committee for
payment of, any taxes required by law to be withheld in respect of
Awards under the Plan no later than the date of the event creating
the tax liability. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any
payment of any kind due to the Participant hereunder or otherwise.
In the Committee’s discretion, the minimum tax obligations
required by law to be withheld in respect of Awards may be paid in
whole or in part in shares of Common Stock, including shares
retained from the Award creating the tax obligation, valued at
their Fair Market Value on the date of retention or
delivery.
(h) Foreign Nationals.
Awards may be made to Participants
who are foreign nationals or employed outside the United States on
such terms and conditions different from those specified in the
Plan as the Committee considers necessary or advisable to achieve
the purposes of the Plan or to comply with applicable
laws.
(i) Amendment of Award.
The Committee may amend, modify or
terminate any outstanding Award, including without limitation
changing the date of exercise or realization, causing the Award to
be assumed by another entity, and converting an Incentive Stock
Option to a Nonstatutory Stock Option, provided that the
Participant’s consent to such action shall be required (a) if
such action would terminate, or reduce the number of shares
issuable under, an Option, unless any time period relating to the
exercise of such Option or the eliminated portion, as the case may
be, is accelerated before such termination or reduction, in which
case the Committee may provide for the Participant to receive cash
or other property equal to the net value that would be received
upon exercise of the terminated Option or the eliminated portion,
as the case may be, and (b) in any other case, unless the Committee
determines that the action, taking into account any related action,
would not materially and adversely affect the Participant. The
Committee shall not, without further approval of the stockholders
of the Company, authorize the amendment of any outstanding Option
to reduce the exercise price. Furthermore, no Option shall be
canceled in exchange for cash or replaced with Options having a
lower exercise price without approval of the stockholders of the
Company.
9. Certain Definitions.
“
Affiliate
”
means any business entity in which the Company owns directly or
indirectly 50% or more of the total voting power or has a
significant financial interest as determined by the
Committee.
“
Award
”
means any Option, Stock Appreciation Right, Restricted Stock or
Restricted Stock Unit granted under the Plan.
“
Board
”
means the Board of Directors of the Company.
“
Code
”
means the Internal Revenue Code of 1986, as amended from time to
time, or any successor law.
“
Committee
”
means one or more committees each comprised of not less than two
members of the Board appointed by the Board to administer the Plan
or a specified portion thereof. Unless otherwise determined by the
Board, if a Committee is authorized to grant Awards to a Reporting
Person or a Covered Employee, each member shall be a
“non-employee director” within the meaning of Rule
16b-3 under the Exchange Act or an “outside director”
within the meaning of Section 162(m) of the Code,
respectively.
“
Common
Stock
” or “
Stock
” means the Common
Stock, $.01 par value, of the Company.
“
Company
”
means PTC Inc., a Massachusetts corporation.
“
Covered
Employee
” means a “covered employee”
within the meaning of Section 162(m) of the Code.
“
Designated
Beneficiary
” means the beneficiary designated by a
Participant, in a manner determined by the Committee, to receive
amounts due or exercise rights of the Participant in the event of
the Participant’s death. In the absence of an effective
designation by a Participant, “Designated Beneficiary”
means the Participant’s estate.
“
Exchange
Act
” means the Securities Exchange Act of 1934, as
amended from time to time, or any successor law.
“
Fair
Market Value
” means, with respect to Common Stock or
any other property, the fair market value of such property as
determined by the Committee in good faith or in the manner
established by the Committee from time to time.
“
Participant
”
means a person selected by the Committee to receive an Award under
the Plan.
“
Performance
Goals
” means one or more objective performance goals
based on one or more of the following criteria established by the
Committee: revenue; revenue growth; sales; expenses; margins; net
income; earnings or earnings per share; cash flow; shareholder
return; return on investment; return on invested capital, assets,
or equity; profit before or after tax; operating profit; return on
research and development investment; market capitalization; new
product releases; quality improvements; brand or product
recognition or acceptance (including market share); cycle time
reductions; customer satisfaction measures; strategic positioning
or marketing programs or campaigns; strategic accounts or alliances
or partnerships; business or information systems or organizational
improvements; expense management; infrastructure support programs;
human resource programs; customer programs; technology development
programs; merger or acquisition integration;or any combination of
any of the foregoing, and may be particular to a Participant or may
be based, in whole or in part, on the performance of the division,
department, line of business, subsidiary, or other business unit,
whether or not legally constituted, in which the Participant works
or on the performance of the Company generally.
“
Reporting
Person
” means a person subject to Section 16 of the
Exchange Act.
10. Miscellaneous.
(a) No Right to Employment.
No person shall have any claim
or right to be granted an Award. Each employee of the Company or
any of its Affiliates is an employee-at-will (that is to say that
either the Participant or the Company or any Affiliate may
terminate the employment relationship at any time for any reason or
no reason at all) unless and only to the extent provided in a
written employment agreement for a specified term executed by the
chief executive officer of the Company or his duly authorized
designee or the authorized signatory of any Affiliate. Neither the
adoption, maintenance, nor operation of the Plan nor any Award
hereunder shall confer upon any employee or consultant of the
Company or of any Affiliate any right withrespect to the
continuance of his/her employment by or other service with the
Company or any such Affiliate nor shall they interfere with the
rights of the Company (or Affiliate) to terminate any employee at
any time or otherwise change the terms of employment, including,
without limitation, the right to promote, demote or otherwise
re-assign any employee from one position to another within the
Company or any Affiliate.
(b) No Rights as Stockholder.
Subject to the provisions of
the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a stockholder with respect to any shares
of Common Stock to be issued under the Plan until he or she becomes
the holder thereof. A Participant to whom Common Stock is awarded
shall be considered the holder of the Stock at the time of the
Award except as otherwise provided in the applicable
Award.
(c) Effective Date.
The “effective date” of the
Plan, from time to time, shall be the most recent date that the
Plan was adopted or that it was approved by the stockholders, if
earlier (as such terms are used in the regulations under Section
422 of the Code).
(d) Amendment of Plan.
The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, subject to
such stockholder approval as the Board determines to be necessary
or advisable to comply with any tax or regulatory
requirement.
(e) Governing Law.
The provisions of the Plan shall be
governed by and interpreted in accordance with the laws of the
Commonwealth of Massachusetts.
As
amended through March 6, 2019