Exhibit
10.55


 


PHARSIGHT CORPORATION


 


AMENDED AND RESTATED 2000 EMPLOYEE
STOCK PURCHASE PLAN


 


Adopted April 7, 2000


Approved by the Stockholders on May
19, 2000


Effective Date: Date of Initial
Public Offering


 


1.             Purpose.


 


(a)           The
purpose of this Amended and Restated 2000 Employee Stock Purchase Plan (the
“Plan”) is to provide a means by which employees of Pharsight Corporation, a
Delaware corporation (the “Company”), and its Affiliates, as defined in
subparagraph 1(b), which are designated as provided in subparagraph 2(b), may
be given an opportunity to purchase stock of the Company.


 


(b)           The
word “Affiliate” as used in the Plan means any parent corporation or subsidiary
corporation of the Company, as those terms are defined in Sections 424(e) and
(f), respectively, of the Internal Revenue Code of 1986, as amended (the
“Code”).


 


(c)           The
Company, by means of the Plan, seeks to retain the services of its employees,
to secure and retain the services of new employees, and to provide incentives
for such persons to exert maximum efforts for the success of the Company.


 


(d)           The
Company intends that the rights to purchase stock of the Company granted under
the Plan be considered options issued under an “employee stock purchase plan”
as that term is defined in Section 423(b) of the Code.


 


2.             Administration.


 


(a)           The
Plan shall be administered by the Board of Directors (the “Board”) of the
Company unless and until the Board delegates administration to a committee as
provided in subparagraph 2(c).  Whether
or not the Board has delegated administration the Board shall have the final
power to determine all questions of policy and expediency that may arise in the
administration of the Plan.


 


(b)           The
Board shall have the power, subject to, and within the limitations of, the express
provisions of the Plan:


 


(i)            To
determine when and how rights to purchase stock of the Company shall be granted
and the provisions of each offering of such rights (which need not be
identical).


 


(ii)           To
designate from time to time which Affiliates of the Company shall be eligible
to participate in the Plan.


 


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(iii)         To
construe and interpret the Plan and rights granted under it, and to establish,
amend and revoke rules and regulations for its administration.  The Board, in the exercise of this power,
may correct any defect, omission or inconsistency in the Plan, in a manner and
to the extent it shall deem necessary or expedient to make the Plan fully
effective.


 


(iv)          To
amend the Plan as provided in paragraph 13.


 


(v)            Generally,
to exercise such powers and to perform such acts as the Board or the Committee
deems necessary or expedient to promote the best interests of the Company and
its Affiliates and to carry out the intent that the Plan be treated as an
“employee stock purchase plan” within the meaning of Section 423 of the Code.


 


(c)           The
Board may delegate administration of the Plan to a committee composed of not
fewer than two (2) members of the Board (the “Committee”).  If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, subject, however, to
such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. 
The Board may abolish the Committee at any time and revest in the Board
the administration of the Plan.


 


3.             Shares Subject to the Plan.


 


(a)           Subject
to the provisions of paragraph 12 relating to adjustments upon changes in stock
and Section 3(c) below, the shares of the Company’s common stock (the “Common
Stock”) that may be sold pursuant to rights granted under the Plan shall not
exceed in the aggregate Six Hundred Thousand (600,000) shares Common Stock (the
“Reserved Shares”).  As of each January
1, beginning with January 1, 2001 and continuing through and including January
1, 2010 (the “Anniversary Date”), the number of Reserved Shares will be
increased automatically by the least of (i) 1.5% of the total number of share
of Common Stock outstanding on such Anniversary Date, (ii) Six Hundred Thousand
(600,000) shares, (iii) such fewer number of shares as determined by the Board
prior to such Anniversary Date or (iv) such fewer number of shares as permitted
pursuant to Section 3(c) below.  If any
right granted under the Plan shall for any reason terminate without having been
exercised, the shares of Common Stock not purchased under such right shall
again become available for the Plan.


 


(b)           The
stock subject to the Plan may be unissued shares or reacquired shares, bought
on the market or otherwise.


 


(c)           Notwithstanding
Section 3(a), if at the time of each offering under the Plan, the Company is
subject to Section 260.140.45 of Title 10 of the California Code of Regulations
(“Section 260.140.45”), the total number of securities issuable upon exercise
of all outstanding options of the Company and the total number of shares
provided for under this Plan or any other equity incentive, stock bonus or
similar plan or agreement of the Company or outside any such plan shall not
exceed 30% of the then outstanding capital stock of the Company (as measured as
set forth in Section 260.140.45), unless stockholder approval to exceed 30% has
been obtained in


 


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compliance with Section 260.140.45, in which case the
limit shall be such higher percentage as approved by the stockholders.


 


4.             Grant of Rights; Offering.


 


(a)           The
Board or the Committee may from time to time grant or provide for the grant of
rights to purchase Common Stock under the Plan to eligible employees (an
“Offering”) on a date or dates (the “Offering Date(s)”) selected by the Board
or the Committee.  Each Offering shall
be in such form and shall contain such terms and conditions as the Board or the
Committee shall deem appropriate, which shall comply with the requirements of
Section 423(b)(5) of the Code that all employees granted rights to purchase
stock under the Plan shall have the same rights and privileges.  The terms and conditions of an Offering
shall be incorporated by reference into the Plan and treated as part of the
Plan.  The provisions of separate
Offerings need not be identical, but each Offering shall include (through
incorporation of the provisions of this Plan by reference in the document
comprising the Offering or otherwise) the period during which the Offering
shall be effective, which period shall not exceed twenty-seven (27) months
beginning with the Offering Date, and the substance of the provisions contained
in paragraphs 5 through 8, inclusive.


 


(b)           If
an employee has more than one right outstanding under the Plan, unless he or
she otherwise indicates in agreements or notices delivered hereunder:  (1) each agreement or notice delivered
by that employee will be deemed to apply to all of his or her rights under the
Plan, and (2) a right with a lower exercise price (or an earlier-granted
right, if two rights have identical exercise prices), will be exercised to the
fullest possible extent before a right with a higher exercise price (or a
later-granted right, if two rights have identical exercise prices) will be
exercised.


 


5.             Eligibility.


 


(a)           Rights
may be granted only to employees of the Company or, as the Board or the
Committee may designate as provided in subparagraph 2(b), to employees of any
Affiliate of the Company.  Except as
provided in subparagraph 5(b), an employee of the Company or any Affiliate
shall not be eligible to be granted rights under the Plan unless, on the
Offering Date, such employee has been in the employ of the Company or any
Affiliate for such continuous period preceding such grant as the Board or the
Committee may require, but in no event shall the required period of continuous
employment be greater than two (2) years. 
In addition, unless otherwise determined by the Board or the Committee
and set forth in the terms of the applicable Offering, no employee of the
Company or any Affiliate shall be eligible to be granted rights under the Plan
unless, on the Offering Date, such employee’s customary employment with the
Company or such Affiliate is for more than twenty (20) hours per week and more
than five (5) months per calendar year.


 


(b)           The
Board or the Committee may provide that each person who, during the course of
an Offering, first becomes an eligible employee of the Company or designated
Affiliate will, on a date or dates specified in the Offering which coincides
with the day on which such person becomes an eligible employee or occurs
thereafter, receive a right under that Offering, which


 


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right shall thereafter be deemed to be a part of that
Offering.  Such right shall have the
same characteristics as any rights originally granted under that Offering, as
described herein, except that:


 


(i)            the
date on which such right is granted shall be the “Offering Date” of such right
for all purposes, including determination of the exercise price of such right;


 


(ii)           the
period of the Offering with respect to such right shall begin on its Offering
Date and end coincident with the end of such Offering; and


 


(iii)         the
Board or the Committee may provide that if such person first becomes an
eligible employee within a specified period of time before the end of the
Offering, he or she will not receive any right under that Offering.


 


(c)           No
employee shall be eligible for the grant of any rights under the Plan if,
immediately after any such rights are granted, such employee would own stock
possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company or of any Affiliate.  For purposes of this subparagraph 5(c), the
rules of Section 424(d) of the Code shall apply in determining the stock
ownership of any employee, and stock which such employee may purchase under all
outstanding rights and options shall be treated as stock owned by such
employee.


 


(d)           An
eligible employee may be granted rights under the Plan only if such rights,
together with any other rights granted under “employee stock purchase plans” of
the Company and any Affiliates, as specified by Section 423(b)(8) of the Code,
do not permit such employee’s rights to purchase stock of the Company or any
Affiliate to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) of fair market value of such stock (determined at the time such
rights are granted) for each calendar year in which such rights are outstanding
at any time.


 


(e)           Officers
of the Company and any designated Affiliate shall be eligible to participate in
Offerings under the Plan, provided, however, that the Board or the Committee
may provide in an Offering that certain employees who are highly compensated
employees within the meaning of Section 423(b)(4)(D) of the Code shall not be
eligible to participate.


 


6.             Rights; Purchase Price.


 


(a)           On
each Offering Date, each eligible employee, pursuant to an Offering made under
the Plan, shall be granted the right to purchase up to the number of shares of
Common Stock purchasable with a percentage designated by the Board or the
Committee not exceeding twenty percent (20%) of such employee’s Earnings (as
defined by the Board for each Offering) during the period which begins on the
Offering Date (or such later date as the Board or the Committee determines for
a particular Offering) and ends on the date stated in the Offering, which date
shall be no later than the end of the Offering.  The Board or the Committee shall establish one or more dates
during an Offering (each of which is hereinafter referred to as a “Purchase
Date”) on which rights granted under the Plan shall be exercised and purchases
of Common Stock carried out in accordance with such Offering.


 


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(b)           In
connection with each Offering made under the Plan, the Board or the Committee
may specify a maximum number of shares that may be purchased by any employee as
well as a maximum aggregate number of shares that may be purchased by all
eligible employees pursuant to such Offering. 
In addition, in connection with each Offering that contains more than
one Purchase Date, the Board or the Committee may specify a maximum aggregate
number of shares which may be purchased by all eligible employees on any given
Purchase Date under the Offering.  If
the aggregate purchase of shares upon exercise of rights granted under the
Offering would exceed any such maximum aggregate number, the Board or the
Committee shall make a pro rata allocation of the shares available in as nearly
a uniform manner as shall be practicable and as it shall deem to be equitable.


 


(c)           The
purchase price of stock acquired pursuant to rights granted under the Plan
shall be not less than the lesser of:


 


(i)            an
amount equal to eighty-five percent (85%) of the fair market value of the stock
on the Offering Date; or


 


(ii)           an
amount equal to eighty-five percent (85%) of the fair market value of the stock
on the Purchase Date.


 


7.             Participation; Withdrawal; Termination.


 


(a)           An eligible
employee may become a participant in the Plan pursuant to an Offering by
delivering a participation agreement to the Company within the time specified
in the Offering, in such form as the Company provides.  Each such agreement shall authorize payroll
deductions of up to the maximum percentage specified by the Board or the Committee
of such employee’s Earnings (as defined by the Board for each Offering) during
the Offering.  The payroll deductions
made for each participant shall be credited to an account for such participant
under the Plan and shall be deposited with the general funds of the
Company.  A participant may reduce
(including to zero) or increase such payroll deductions, and an eligible
employee may begin such payroll deductions, after the beginning of any Offering
only as provided for in the Offering.  A
participant may make additional payments into his or her account only if
specifically provided for in the Offering and only if the participant has not
had the maximum amount withheld during the Offering.


 


(b)           At
any time during an Offering, a participant may terminate his or her payroll
deductions under the Plan and withdraw from the Offering by delivering to the
Company a notice of withdrawal in such form as the Company provides.  Such withdrawal may be elected at any time
prior to the end of the Offering except as provided by the Board or the
Committee in the Offering.  Upon such
withdrawal from the Offering by a participant, the Company shall distribute to
such participant all of his or her accumulated payroll deductions (reduced to
the extent, if any, such deductions have been used to acquire stock for the
participant) under the Offering, without interest, and such participant’s right
to acquire Common Stock under that Offering shall be automatically
terminated.  A participant’s withdrawal
from an Offering will have no effect upon such participant’s eligibility to
participate in any other Offerings under the


 


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Plan but such participant will be required to deliver
a new participation agreement in order to participate in subsequent Offerings
under the Plan.


 


(c)           Rights
granted pursuant to any Offering under the Plan shall terminate immediately
upon cessation of a participant’s employment with the Company and any
designated Affiliate, for any reason, and the Company shall distribute to such
terminated employee all of his or her accumulated payroll deductions (reduced
to the extent, if any, such deductions have been used to acquire stock for the
terminated employee), under the Offering, without interest.


 


(d)           Except
as provided in Section 14, rights granted under the Plan shall not be
transferable by a participant other than by will or the laws of descent and
distribution and shall be exercisable only by the person to whom such rights
are granted.


 


 


8.             Exercise.


 


(a)           On
each Purchase Date specified in the relevant Offering, each participant’s
accumulated payroll deductions and any other additional payments specifically
provided for in the Offering (without any increase for interest) will be
applied to the purchase of whole shares of stock of the Company, up to the
maximum number of shares permitted pursuant to the terms of the Plan and the
applicable Offering, at the purchase price specified in the Offering.  Unless otherwise provided for in the
applicable Offering, no fractional shares shall be issued upon the exercise of
rights granted under the Plan.  The
amount, if any, of accumulated payroll deductions remaining in each
participant’s account after the purchase of shares which is less than the
amount required to purchase one share of stock on the final Purchase Date of an
Offering shall be held in each such participant’s account for the purchase of
shares under the next Offering under the Plan, unless such participant
withdraws from such next Offering, as provided in subparagraph 7(b), or is no
longer eligible to be granted rights under the Plan, as provided in
paragraph 5, in which case such amount shall be distributed to the
participant after such final Purchase Date, without interest.  The amount, if any, of accumulated payroll
deductions remaining in any participant’s account after the purchase of shares
which is equal to the amount required to purchase whole shares of Common Stock
on the final Purchase Date of an Offering shall be distributed in full to the
participant after such Purchase Date, without interest.


 


(b)           No
rights granted under the Plan may be exercised to any extent unless the shares
to be issued upon such exercise under the Plan (including rights granted
thereunder) are covered by an effective registration statement pursuant to the
Securities Act of 1933, as amended (the “Securities Act”) and the Plan is in
material compliance with all applicable state, foreign and other securities and
other laws applicable to the Plan.  If
on a Purchase Date in any Offering hereunder the Plan is not so registered or
in such compliance, no rights granted under the Plan or any Offering shall be
exercised on such Purchase Date, and the Purchase Date shall be delayed until
the Plan is subject to such an effective registration statement and such
compliance, except that the Purchase Date shall not be delayed more than twelve
(12) months and the Purchase Date


 


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shall in no event be more than twenty-seven (27)
months from the Offering Date.  If on
the Purchase Date of any Offering hereunder, as delayed to the maximum extent
permissible, the Plan is not registered and in such compliance, no rights
granted under the Plan or any Offering shall be exercised then all payroll
deductions accumulated during the Offering (reduced to the extent, if any, such
deductions have been used to acquire stock) shall be distributed to the
participants, without interest.


 


9.             Covenants of the Company.


 


(a)           During
the terms of the rights granted under the Plan, the Company shall at all times
make reasonable efforts to keep available the number of shares of stock
required to satisfy such rights, provided that this section shall not require
the Company to take any action that would result in adverse tax, accounting or
financial consequences to the Company.


 


(b)           The
Company shall seek to obtain from each federal, state, foreign or other
regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of stock upon exercise of
the rights granted under the Plan.  If,
after reasonable efforts, the Company is unable to obtain from any such
regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell
stock upon exercise of such rights unless and until such authority is obtained.


 


10.          Use of Proceeds from Stock.


 


Proceeds
from the sale of stock to participants pursuant to rights granted under the
Plan shall constitute general funds of the Company.


 


11.          Rights as a Stockholder.


 


A participant shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares subject to rights granted
under the Plan unless and until the participant’s shares acquired upon exercise
of rights hereunder are recorded in the books of the Company (or its transfer
agent).


 


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12.          Adjustments upon Changes in Stock.


 


(a)           If
any change is made in the stock subject to the Plan, or subject to any rights
granted under the Plan (through merger, consolidation, reclassification,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan and outstanding rights will
be appropriately adjusted in the class(es) and maximum number of shares subject
to the Plan and the class(es) and number of shares and price per share of stock
subject to outstanding rights.  Such
adjustments shall be made by the Board or the Committee, the determination of
which shall be final, binding and conclusive. 
(The conversion of any convertible securities of the Company shall not
be treated as a “transaction not involving the receipt of consideration by the
Company.”)


 


(b)           In
the event of:  (1) a dissolution or
liquidation of the Company; (2) a merger or consolidation in which the
Company is not the surviving corporation; or (3) a reverse merger in which
the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or
otherwise, then, as determined by the Board in its sole discretion,
(i) any surviving or acquiring corporation may assume outstanding rights
or substitute similar rights for those under the Plan, (ii) such rights
may continue in full force and effect, or (iii) participants’ accumulated
payroll deductions may be used to purchase Common Stock immediately prior to
the transaction described above and the participants’ rights under the ongoing
Offering terminated.


 


13.          Amendment of the Plan.


 


(a)           The
Board or the Committee at any time, and from time to time, may amend the
Plan.  However, except as provided in
paragraph 12 relating to adjustments upon changes in stock, no amendment
shall be effective unless approved by the stockholders of the Company within
twelve (12) months before or after the adoption of the amendment if such
amendment requires stockholder approval in order for the Plan to obtain
employee stock purchase plan treatment under Section 423 of the Code or to
comply with the requirements of Rule 16b-3 promulgated under the Exchange
Act.


 


(b)           The
Board or the Committee may amend the Plan in any respect the Board or the
Committee deems necessary or advisable to provide eligible employees with the
maximum benefits provided or to be provided under the provisions of the Code
and the regulations promulgated thereunder relating to employee stock purchase
plans and/or to bring the Plan and/or rights granted under it into compliance
therewith.


 


(c)           Rights
and obligations under any rights granted before amendment of the Plan shall not
be impaired by any amendment of the Plan, except with the consent of the person
to whom such rights were granted, or except as necessary to comply with any laws
or governmental regulations, or except as necessary to ensure that the Plan
and/or rights granted under the Plan comply with the requirements of Section
423 of the Code.


 


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14.          Designation of Beneficiary.


 


(a)           A
participant may file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the participant’s account under the Plan in
the event of such participant’s death subsequent to the end of an Offering but
prior to delivery to the participant of such shares and cash.  In addition, a participant may file a
written designation of a beneficiary who is to receive any cash from the
participant’s account under the Plan in the event of such participant’s death
during an Offering.


 


(b)           Such
designation of beneficiary may be changed by the participant at any time by
written notice in the form prescribed by the Company.  In the event of the death of a participant and in the absence of
a beneficiary validly designated under the Plan who is living at the time of
such participant’s death, the Company shall deliver such shares and/or cash to
the executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its sole discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.


 


15.          Termination or Suspension of the Plan.


 


(a)           The
Board or the Committee in its discretion, may suspend or terminate the Plan at
any time.  To the extent that the
Company is subject to Section 260.141.42 of Title 10 of the California
Code of Regulations, the Plan, unless sooner terminated, shall terminate on the
day before the tenth (10th) anniversary of the date the Plan is
adopted by the Board or at the time that all of the shares of the Common Stock
of the Company subject to the Plan’s reserve, as increased and/or adjusted from
time to time, have been issued under the terms of the Plan, whichever is
earlier.  No rights may be granted under
the Plan while the Plan is suspended or after it is terminated.


 


(b)           Rights
and obligations under any rights granted while the Plan is in effect shall not
be impaired by suspension or termination of the Plan, except as expressly
provided in the Plan or with the consent of the person to whom such rights were
granted, or except as necessary to comply with any laws or governmental
regulation, or except as necessary to ensure that the Plan and/or rights
granted under the Plan comply with the requirements of Section 423 of the Code.


 


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16.          Effective Date of Plan.


 


The Plan shall
become effective upon the effective date of the initial public offering of
Common Stock (the “Effective Date”), but no rights granted under the Plan shall
be exercised unless and until the Plan has been approved by the stockholders of
the Company within twelve (12) months before or after the date the Plan is
adopted by the Board, which date may be prior to the Effective Date.


 


17.          Information Obligation.


 


To the extent
required by Section 260.140.46 of Title 10 of the California Code of
Regulations, the Company shall deliver financial statements to employees
participating in an Offering under this Plan at least annually.  This Section 17 shall not apply to key
employees of the Company whose duties in connection with the Company assure
them access to equivalent information.


 


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