Exhibit 10.11


 


 


ABIOMED,
INC.


 


1988 EMPLOYEE STOCK PURCHASE PLAN


 


Dated as
of March 16, 1988


 


As Amended
and Restated June 22, 1988


 


As Amended
November 21, 1996


 


As Amended
and Restated May 22, 2003


 


As Amended
and Restated September 27, 2004


 


B-1





















 


TABLE OF
CONTENTS


 


	
  1.
  PURPOSE

  	
   

  
	
   

  	
   

  
	
  2. ELIGIBLE EMPLOYEES

  	
   

  
	
   

  	
   

  
	
  3. STOCK SUBJECT TO THE PLAN

  	
   

  
	
   

  	
   

  
	
  4. PAYMENT PERIODS AND STOCK OPTIONS

  	
   

  
	
   

  	
   

  
	
  5. EXERCISE OF OPTION

  	
   

  
	
   

  	
   

  
	
  6. AUTHORIZATION FOR ENTERING PLAN

  	
   

  
	
   

  	
   

  
	
  7. MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS

  	
   

  
	
   

  	
   

  
	
  8. UNUSED PAYROLL DEDUCTIONS

  	
   

  
	
   

  	
   

  
	
  9. CHANGE IN PAYROLL DEDUCTIONS

  	
   

  
	
   

  	
   

  
	
  10. WITHDRAWAL FROM THE PLAN

  	
   

  
	
   

  	
   

  
	
  11. ISSUANCE OF STOCK

  	
   

  
	
   

  	
   

  
	
  12. NO TRANSFER OR ASSIGNMENT OF EMPLOYEE’S
  RIGHTS

  	
   

  
	
   

  	
   

  
	
  13. TERMINATION OF EMPLOYEE’S RIGHTS

  	
   

  
	
   

  	
   

  
	
  14. DESIGNATION OF BENEFICIARY

  	
   

  
	
   

  	
   

  
	
  15. TERMINATION AND AMENDMENTS TO PLAN

  	
   

  
	
   

  	
   

  
	
  16. LIMITATIONS OF SALE OF STOCK PURCHASED
  UNDER THE PLAN

  	
   

  
	
   

  	
   

  
	
  17. COMPANY’S PAYMENT OF EXPENSES RELATED
  TO PLAN

  	
   

  
	
   

  	
   

  
	
  18. PARTICIPATING SUBSIDIARIES

  	
   

  
	
   

  	
   

  
	
  19. ADMINISTRATION OF THE PLAN

  	
   

  
	
   

  	
   

  
	
  20. OPTIONEES NOT STOCKHOLDERS

  	
   

  
	
   

  	
   

  
	
  21. APPLICATION OF FUNDS

  	
   

  
	
   

  	
   

  
	
  22. GOVERNMENTAL REGULATION

  	
   

  
	
   

  	
   

  
	
  23. TRANSFERABILITY

  	
   

  
	
   

  	
   

  
	
  24. EFFECT OF CHANGES OF COMMON STOCK

  	
   

  
	
   

  	
   

  
	
  25. MERGER OR CONSOLIDATION

  	
   

  
	
   

  	
   

  
	
  26. WITHHOLDING OF ADDITIONAL FEDERAL
  INCOME TAX

  	
   

  
	
   

  	
   

  
	
  27. EFFECTIVE DATE: APPROVAL OF STOCKHOLDERS

  	
   

  



 


B-2





















 


ABIOMED,
INC.


 


1988 EMPLOYEE STOCK PURCHASE PLAN


 


Dated as
of March 16, 1988


 


As Amended
and Restated June 22, 1988 and May 22, 2003


 


1.  Purpose. The ABIOMED, INC. 1988 Employee Stock Purchase
Plan (hereinafter the “Plan”) is intended to provide a method whereby
employees of ABIOMED, INC. (the “Company”) and participating subsidiaries will have an
opportunity to acquire a proprietary interest in the Company through the
purchase of shares of the Company’s
Common Stock. It is the intention of the Company to have the Plan qualify as an
“employee stock purchase plan” under Section 423 of the Internal Revenue Code of
1986, as amended (the “Code”). The provisions of the Plan shall, accordingly,
be construed so as to extend and limit participation in a manner consistent
with the requirements of that Section of the Code.


 


2. Eligible Employees.


 


(a)
All employees of the Company or any of its participating subsidiaries who have
completed three months of employment with the Company or any of its
subsidiaries on or before the first day of the applicable Payment Period (as
defined below) shall be eligible to receive options under this Plan to purchase
the company’s Common Stock (except employees in countries whose laws make
participation impractical). In no event may an employee be granted an option if
such employee, immediately after the option is granted, owns stock possessing
five (5%) percent or more of the total combined voting power or value of all classes
of stock of the Company or of its parent corporation or a subsidiary
corporation as the terms “parent corporation” and “subsidiary corporation” are
defined in Section 424(e) and (f) of the Code. For purposes of determining
stock ownership under this paragraph, the rules of Section 424(d) of the Code
shall apply and stock which the employee may purchase under outstanding options
shall be treated as stock owned by the employee.


 


(b)
For the purpose of this Plan, the term employee shall not include an employee
whose customary employment is twenty (20) hours or less per week or is for not
more than five (5) months in any calendar year.


 


3. Stock
Subject to the Plan.  The
stock subject to the options granted hereunder shall be Common Stock, $.01 par
value (the “Common
Stock”), of the Company, which may
consist of shares of authorized but unissued Common Stock, or shares of Common
Stock purchased by an independent trustee in the open market. The aggregate
number of shares which may either be so issued or purchased on the open market
and purchased by eligible employees pursuant to the Plan is 500,000 shares. The
aforesaid limitation is subject to increase or decrease by reason of stock
split-ups, reclassifications, stock dividends, changes in par value and the
like.


 


4. Payment
Periods and Stock Options.


 


(a)
The six-month periods April 1 to September 30 and October 1 to March 31 are
Payment Periods during which payroll deductions will be accumulated under the
Plan, unless otherwise determined by the Committee (as defined herein), in its
discretion.  Each Payment Period includes
only regular pay days falling within it.


 


(b)
Twice each year, on the first business day of each Payment Period, the Company
will grant to each eligible employee who is then a participant in the Plan an
option to purchase on the last day of such Payment Period at the Exercise
Price, as hereinafter provided, that number of full shares of the Common Stock
of the Company reserved for the purpose under the Plan as is provided in the
next sentence; provided and on the condition that such employee remains
eligible to participate in the Plan throughout such Payment Period. The number
of full shares on which the employee shall receive an option for each Payment
Period shall be that number of shares as his accumulated payroll deductions on
the last day of such Payment Period will pay for at the Exercise Price, but not
more than twice the number of shares of Common Stock calculated by dividing the
employee’s estimated payroll deductions for the Payment Period based upon his
deduction amount on the first day of the Payment Period by the fair market
value of the Company’s Common Stock on the first day of the Payment Period. The
Exercise Price for


 


B-3





















 


each Payment Period shall be
the lesser of (i) eighty-five percent (85%) of the fair market value of the
Company’s Common Stock on the first business day of the Payment Period, or (ii)
eighty-five percent (85%) of the fair market value of the Company’s Common
Stock on the last business day of the Payment Period, in either case rounded up
to avoid fractions other than multiples of 1/8.


 


(c)
In the event of an increase or decrease in the number of outstanding shares of
Common Stock of the Company through stock split-up, reclassification, stock
dividend, change in par value or the like, an appropriate adjustment shall be
made in the number of shares and Exercise Price per share provided for under
the Plan, either by a proportionate increase in the number of shares and proportionate
decrease in the Exercise Price per share, or by a proportionate decrease in the
number of shares, and a proportionate increase in the Exercise Price per share,
as may be required to enable an eligible employee who is then a participant in
the Plan as to whom an option is exercised on the last day of any then current
Payment Period to acquire such number of full shares as his accumulated payroll
deductions on such date will pay for at the adjusted Exercise Price.


 


(d)
For purposes of this Plan the term “fair market value” means the closing price
of the Common Stock of the Company on the American Stock Exchange.


 


(e)
For purposes of this Plan, the term “business day” as used herein means a day
on which there is trading on the American Stock Exchange or such other national
securities exchange as shall be designated by the Board of Directors pursuant
to the preceding paragraph.


 


(f)
No employee shall be granted an option which permits his rights to purchase
Common Stock under the Plan and any similar plans of the Company or any parent
or subsidiary corporations to accrue at a rate which exceeds $25,000 of fair
market value of such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time. The purpose
of the limitation in the preceding sentence is to comply with and shall be
construed in accordance with Section 423(b)(8) of the Code.


 


5. Exercise of Option.


 


Each eligible employee who continues to be a
participant in the Plan on the last business day of a Payment Period shall be
deemed to have exercised his option on such date and shall be deemed to have
purchased from the Company such number of full shares of Common Stock reserved
for the purpose as his accumulated payroll deductions on such date will pay for
at such Exercise Price. If a participant is not an employee on the last
business day of and throughout a Payment Period, he shall not-be entitled to
exercise his option. All options issued under the Plan shall, unless exercised
as set forth herein, expire at the end of the last business day of the Payment
Period during which such options were issued.


 


6. Authorization
for Entering Plan.


 


(a)
An eligible employee may enter the Plan by filling out, signing and delivering
to the Committee (as hereinafter defined) an Authorization:


 


(1) stating the amount to be deducted
regularly from his pay:


 


(2) authorizing the purchase of stock for him
in each Payment Period in accordance with the terms of the Plan; and


 


(3) specifying the exact name in which Common
Stock purchased for him is to be issued in accordance with Section 11
hereof.


 


Such
Authorization may only be effective as of the Payment Period next succeeding
the date on which it is filed, and must be received by the Committee at least
ten (10) days before the beginning date of such Payment Period.


 


B-4





















 


(b)
The Company will accumulate and hold for the employee’s account the amounts
deducted from his pay. No interest will be paid thereon. Participating
employees may not make any separate cash payments into their account.


 


(c)
Unless an employee files a new Authorization or withdraws from the Plan, his
deductions and purchases under the Authorization he has on file under the Plan
will continue as long as the Plan remains in effect. An employee may increase
or decrease the amount of his payroll deductions as provided by Section 9
hereof, by filling out, signing and delivering to the Committee a new
Authorization. Such new Authorization must be received by the Committee at
least ten (10) days before the beginning date of the next succeeding Payment
Period.


 


7. Maximum Amount of Payroll Deductions.  An employee may authorize payroll deductions
in any even dollar amount up to but not more than 10% of his regular base pay;
provided, however, that the minimum deduction in respect of any payroll period
shall be $10.00 (or such lesser amount as the Committee shall establish); and
provided further that the maximum percentage shall be reduced to meet the
requirements of Section 4(f) hereof.


 


8. Unused
Payroll Deductions.  Only
full shares of Common Stock may be purchased. Any balance remaining in an
employee’s account
after a purchase will be reported to the employee and will be carried forward
to the next Payment Period. However, in no event will the amount of the unused
payroll deductions carried forward from a Payroll Period exceed the Exercise
Price per share for that Payment Period. If for any Payment Period the amount
of unused payroll deductions should exceed the Exercise Price per share, the
amount of the excess for any participant shall be refunded to such participant,
without interest.


 


9. Change in Payroll Deductions.  Deductions may be decreased, but not
increased, once in a Payment Period. A new Authorization will be required, and
must be received by the Committee at least four (4) days prior to the payroll
period in which such change in deductions will take effect.  New authorizations received by the Committee
after such date will take effect in the next succeeding payroll period.


 


10. Withdrawal from the Plan.


 


(a)
An employee may withdraw from the Plan and withdraw all but not less than all
of the payroll deductions credited to his account under the Plan at any time
prior to the last business day of each Payment Period by delivering a
Withdrawal Notice to the Committee, in which event the Company will promptly
refund without interest the entire balance of such employee’s deductions not
theretofore used to purchase stock under the Plan.


 


(b)
An employee who withdraws from the Plan is like an employee who has never
entered the Plan; the employee’s rights under the Plan will be terminated and
no further payroll deductions will be made. To reenter, such an employee must
file a new Authorization at least ten (10) days before the beginning date of
the next Payment Period which cannot, however, become effective before the
beginning of the next Payment Period following his withdrawal.


 


11. Issuance of
Stock.  Common Stock
purchased under the Plan will be issued, or purchased on behalf of the
employee, only in the name of the employee or, if his Authorization so
specifies, in the name of the employee and another person of legal age as joint
tenants with rights of survivorship. 
Certificates for Common Stock issued to participants will be delivered
as soon as practicable after each Payment Period.


 


12. No Transfer or Assignment of Employee’s Rights.  An employee’s rights under the Plan are his alone and may not
be transferred or assigned to, or availed of by, any other person. Any option
granted to an employee may be exercised only by him.


 


13. Termination
of Employee’s Rights.


 


(a)
Except as set forth in the last paragraph of this Section 13, an employee’s
rights under the Plan will terminate when he ceases to be an employee because
of retirement, resignation, lay-off, discharge, death, change of status,
failure to remain in the customary employ of the Company for greater than
twenty (20) hours per week, or for


 


B-5





















 


any other reason. A Withdrawal
Notice will be considered as having been received from the employee on the day
his employment ceases, and all payroll deductions not used to purchase stock
will be refunded.


 


(b)
If an employee’s payroll deductions are interrupted by any legal process, a
Withdrawal Notice will be considered as having been received from him on the
day the interruption occurs.


 


(c)
Upon termination of the participating employee’s employment because of his
death, his beneficiary (as defined in Section 14) shall have the right to
elect, by written notice given to the Committee prior to the expiration of the
thirty (30) day period commencing with the date of the death of the employee,
but not later than the last date of the Payment Period, either (i) to
withdraw, without interest, all of the payroll deductions credited to the
employee’s account under the Plan, or (ii) to exercise the employee’s
option for the purchase of shares of Common Stock on the last day of the
Payment Period next following the date of the employee’s death for the purchase
of that number of full shares of Common stock reserved for the purpose of the
Plan which the accumulated payroll deductions in the employee’s account at the
date of the employee’s death will purchase at the applicable Exercise Price,
and any excess in such account (in lieu of fractional shares) will be returned
to said beneficiary. In the event that no such written notice of election shall
be duly received by the Committee, the beneficiary shall automatically be
deemed to have elected to withdraw the payroll deductions credited to the
employee’s account at the date of the employee’s death and the same will be
paid promptly to said beneficiary, without interest.


 


14. Designation
of Beneficiary.  A participating
employee may file a written designation of a beneficiary who is to receive any
Common Stock and/or cash in case of his death. Such designation of beneficiary
may be changed by the employee at any time by written notice. Upon the death of
a participating employee and upon receipt by the Company of proof of the
identity and existence at the employee’s death of a beneficiary validly designated by him
under the Plan, the Company shall deliver such Common Stock and/or cash to such
beneficiary.  In the event of the death
of a participating employee and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such employee’s death, the Company shall deliver such Common
Stock and/or cash to the executor or administrator of the estate of the
employee, or if, to the knowledge of the Company, no such executor or
administrator has been appointed, the Company, in its discretion, may deliver
such Common Stock and/or cash to the spouse or to any one or more dependents of
the employee as the Company may designate. No beneficiary shall, prior to the
death of the employee by whom he has been designated, acquire any interest in
the Common Stock or cash credited to the employee under the Plan.


 


15. Termination
and Amendments to Plan.


 


(a)
The Plan may be terminated at any time by the Company’s Board of Directors. It
will terminate in any case when all of the shares of Common Stock reserved for
the purposes of the Plan have been purchased. If at any time shares of Common
Stock reserved for the purposes of the Plan remain available for purchase but
not in sufficient number to satisfy all then unfilled purchase requirements,
the available shares shall be apportioned among participating employees in
proportion to their options, and the Plan shall terminate. Upon such
termination or any other termination of the Plan, all payroll deductions not
used to purchase Common Stock will be refunded.


 


(b)
The Board of Directors also reserves the right to amend the Plan from time to
time in any respect; provided, however, that if necessary to maintain the
qualification of the Plan under Section 423 of the Code, such amendment shall
be subject to the approval of the stockholders in the manner provided in
Section 27(b). The Board of Directors may submit any amendment to
stockholders if it determines appropriate in order to qualify the Plan under
Rule 16b-3 under the Securities Exchange Act of 1934.


 


16. Limitations of Sale of Stock Purchased Under The Plan.


 


(a)
The Plan is intended to provide eligible employees an opportunity to acquire
the Company’s Common Stock for investment. The Company does not intend to
restrict or influence any employee with respect to the resale of the Common
Stock purchased under the Plan, and an employee may sell Common Stock purchased
under the Plan at any time, subject to such restrictions as may be required by
applicable securities laws.


 


B-6





















 


(b)
Notwithstanding paragraph (a), because of 
certain Federal tax requirements, 
each employee, by entering the Plan, will agree promptly to give the
Company notice of any Common Stock disposed of within two years after the date
of the last day of the Payment Period during which the Common Stock was
purchased, showing the number of such shares disposed of.  The employee assumes the risk of any market
fluctuations in the price of such Common Stock.


 


17. Company’s Payment of Expenses Related to Plan.  The Company will bear all costs of
administering and carrying out the Plan.


 


18. Participating
Subsidiaries.  The term “participating subsidiaries” shall mean any subsidiary of the Company which is
designated by the Board of Directors to participate in the Plan. The Board of
Directors shall have the power to make such designation before or after the
Plan is approved by the stockholders.


 


19. Administration of the Plan.


 


(a)
The Plan shall be administered by the Compensation Committee appointed by the
Board of Directors of the Company (the “Committee”).  The Board of Directors may from time to time
remove members from, or add members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board of Directors. The
Committee shall select one of its members as Chairman, and shall hold meetings
at such times and places as it may determine. Acts by a majority of the
Committee, or acts reduced to or approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.


 


(b)
The interpretation and construction by the Committee of any provisions of the
Plan or of any option granted under it shall be final unless otherwise
determined by the Board of Directors. The Committee may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem best. No
member of the Board of Directors or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted under it. No member of the Committee shall be eligible to
participate in the Plan while serving as a member of the Committee.


 


(c)
The Committee may delegate to an appropriate department of the Company or to
any third party responsibility for any ministerial actions, including the day
to day administration of the Plan.


 


20. Optionees
Not Stockholders.  Neither
the granting of an option to an employee nor the deductions from his pay shall
constitute such employee a stockholder of the shares covered by an option until
such shares have been purchased by and issued to him.


 


21. Application
of Funds.  The proceeds
received by the Company from the sale of Common Stock pursuant to options
granted under the Plan may be used for any corporate purposes, and the Company
shall not be obligated to segregate participating employees’ payroll deductions.


 


22. Governmental
Regulation.  The Company’s obligation to sell and deliver shares of the
Company’s Common Stock under this
Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such stock. In this
regard, the Board of Directors may, in its discretion, require as a condition
to the exercise of any option that a Registration Statement under the
Securities Act of 1933, as amended, with respect to the shares of Common Stock
reserved for issuance upon exercise of the option shall be effective.


 


23. Transferability.  Neither payroll deductions credited to an
employee’s account nor
any rights with regard to the exercise of an option or to receive stock under
the Plan may be assigned, transferred, pledged, or otherwise disposed of in any
way by the employee. Any such attempted assignment, transfer, pledge, or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 10.


 


B-7





















 


24. Effect
of Changes of Common Stock. 
If the Company should subdivide or reclassify the Common Stock which has
been or may be optioned under the Plan, or should declare thereon any dividend
payable in shares of such Common Stock, or should take any other action of a
similar nature affecting such Common Stock, then the number and class of shares
of Common Stock which may thereafter be optioned (in the aggregate and to any
individual participating employee) shall be adjusted accordingly.


 


25. Merger or
Consolidation.  If the
Company should at any time merge into or consolidate with another corporation,
the Board of Directors may, at its election, either (a) terminate the Plan and
refund without interest the entire balance of each participating employee’s payroll deductions, or (b) entitle each
participating employee to receive on the last day of the Payment Period upon
the exercise of such option for each share of Common Stock as to which such
option shall be exercised the securities or property to which a holder of one
share of the Common Stock was entitled upon and at the time of such merger or
consolidation, and the Board of Directors shall take such steps in connection
with such merger or consolidation as the Board of Directors shall deem
necessary to assure that the provisions of this Section 25 shall
thereafter be applicable, as nearly as reasonably possible. A sale of all or
substantially all of the assets of the Company shall be deemed a merger or
consolidation for the foregoing purposes.


 


26. Withholding of Additional Federal Income Tax.  The Company, in accordance with Section
3402(a) of the Code, and the Regulations and Rulings promulgated thereunder,
will withhold from the wages of participating employees, in all payroll periods
following and in the same calendar year as the date on which compensation is
deemed received by the employee, additional income taxes in respect of the
amount that is considered compensation includable in the employee’s gross income.


 


27. Effective Date: Approval of Stockholders.


 


(a)
The Plan shall be effective as of the date that it is adopted by the Board of
Directors. The Plan shall be submitted to the stockholders for their approval,
which approval is intended to occur within twelve months after the date the
Plan is adopted by the Board of Directors.


 


(b)
In approving this Plan or any amendment hereto, the holders of the class A
Common Stock and the Common Stock shall vote as a single class in accordance
with the Company’s Certificate of Incorporation. Except to the extent that the
affirmative vote of a majority of all votes entitled to be cast may be required
by the Code, the affirmative vote of a majority of the votes actually cast
shall be sufficient for approval.


 


Date of Adoption:  March 16, 1988


 


Amended and Restated on:  June 22, 1988


 


Amended on: 
November 21, 1996


 


Amended and Restated on:  May 22, 2003


 


Amended and Restated on:  September 27, 2004


 


B-8