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, bonuses and other
incentive payments, that are payable to the Participant at any time or from
time to time during the purchase period. Each Participant shall designate in
his or her purchase agreement the whole percentage of his or her Compensation
the Participant wishes to pay for the purchase of stock for the particular
purchase period, subject to the provisions set forth below which shall be
uniformly applied to all Participants in a particular purchase period:


 


(i)


The maximum percentage of
a Participant’s Compensation which may be paid for the purchase of stock in a
particular purchase period shall be ten percent (10%); provided, however, that
the Plan Administrator shall establish prior to the beginning of the purchase
period a maximum number of shares (subject to adjustment under Section V(b))
that may be purchased during the purchase period by each Participant.


 


(ii)


The minimum percentage of
a Participant’s Compensation which may be paid for the purchase of stock in a
particular purchase period shall be one percent (1%).


 


(iii)


No right to purchase
shares under the Plan shall be granted to an employee if such employee would,
immediately after the grant, own stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of CIBER, Inc.
or any Affiliated Corporation. An employee’s stock ownership shall be
determined under Section 424(d) of the Code and stock which an
employee may purchase under any outstanding options shall be treated as stock
owned by the employee.


 


Notwithstanding
the provisions of paragraphs (i) and (ii), above, the Plan Administrator
may, in its discretion, establish any other maximum and minimum percentages of
Compensation to be paid for stock under the Plan.


 


        (d)    Allocation of Available
Shares.    Should the total number of shares of
Common Stock which may be purchased under the purchase agreements of all
Participants for a particular purchase period exceed the number of shares available
for sale under the Plan, then the Plan Administrator shall make a pro rata
allocation of the available shares and shall notify each Participant of such
allocation.


 


        (e)    Payment.    Payment of
the purchase price for stock under the Plan shall be effected by means of
payroll deductions, which shall begin with the first pay period, the payment
date for which occurs coincident with or immediately following the commencement
date of the relevant purchase period and shall terminate with the last pay
period the payment date for which occurs on or prior to the last day of the
purchase period. Each payroll deduction shall be an amount equal to the
percentage of the Compensation included in that payroll payment that was
designated by the Participant in the Participant’s purchase agreement (subject
to termination as provided in Section VI(f)).


 


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(f)    Termination of Right to
Purchase.    A Participant may, at any time on
or before 15 days prior to the last day of the purchase period, terminate
his or her right to purchase stock under the Plan by filing the prescribed
notification form with the Plan Administrator or its delegate. Any amounts
deducted from the Participant’s pay or otherwise collected from the Participant
by reason of his or her participation in the Plan for such purchase period
shall be refunded following the end of the purchase period, and no further
amounts will be collected from the Participant (by payroll deduction or
otherwise) during the remainder of the purchase period. A Participant’s
termination of his or her right to purchase shall be irrevocable with respect
to the purchase period to which it pertains.


 


        (g)    Change of Compensation
Percentage.    Except as set forth in Section VI(f),
a Participant may not reduce or increase the percentage of the Participant’s
Compensation to be paid for shares of Common Stock under the Participant’s
purchase agreement during a purchase period.


 


        (h)    Termination of Employment.    If
a Participant ceases to be an employee of the Company for any reason (including
death or retirement) during a purchase period, the Participant or the
Participant’s personal representative shall receive a cash refund of all sums
previously collected from the Participant during the purchase period, as well
as any sums carried over from a prior purchase period.


 


        (i)    Exercise.    Each
right to purchase stock under the Plan other than a right to purchase stock
which has been accelerated under the Plan or which has been previously
terminated under the Plan shall be exercised automatically on the last day of
the purchase period for the number of whole shares obtained by dividing the sum
on deposit from the Participant (and not refunded) by the purchase price per
share determined under Section VI(j), but in no event shall any right to
purchase stock under the Plan be exercised for more than the specified number
of shares, if any, (subject to adjustment under Section V(b)) established
by the Plan Administrator pursuant to Section VI(c)(i) prior to the
beginning of the purchase period, and the balance shall be at the sole option
of the Company promptly refunded or left on deposit for the ensuing quarterly
period, and in any case refunded after termination. For example, if a
Participant has $100.00 on account and the Company’s stock price pursuant to
this paragraph is determined to be $9.00 then eleven (11) shares will be
issued (11 × $9.00) and $1.00 will be left on deposit or refunded as
herein stated. Promptly after the date of exercise of any right to purchase
stock under the Plan, the Participant, or his or her nominee, shall receive, at
the Company’s sole option, a physical certificate, an electronic deposit, or
such other evidence of ownership of the purchased shares as the Plan
Administrator determines is reasonable. No more than one certificate or deposit
shall be issued or made pursuant to the exercise of any right to purchase stock
under the Plan.


 


        (j)    Reduction of Purchase Price.    If
the fair market value of a share of Common Stock on the last day of the
purchase period is less than the fair market value of such share on the
commencement date of the purchase period, then the purchase price per share
under the Plan on the last day of the purchase period shall be reduced to
85 percent (85%) of the fair market value of such share on the last day of
the purchase period.


 


        (k)    Rights as Stockholder.    A
Participant shall have no rights as a stockholder with respect to shares subject
to a right to purchase stock granted under the Plan until such right to
purchase is exercised. No adjustments shall be made for dividends,
distributions or other rights for which the record date is prior to the date of
exercise.


 


        (l)    Assignability.    No
right to purchase stock granted under the Plan shall be assignable or
transferable by a Participant other than by will or by the laws of the descent
and distribution, and during the lifetime of the Participant such rights to
purchase stock shall be exercisable only by the Participant.


 


        (m)    Accrual Limitations.    No
Participant shall be entitled to accrue rights to purchase stock under this
Plan which, when aggregated with purchase rights accruable by him under other
qualified employee stock purchase plans (within the meaning of Section 423
of the Code) of the Company, would permit such Participant to purchase more
than $25,000 worth of Common Stock (determined on the basis of the fair market
value of such Common Stock on the date the Participant accrues purchase rights
under the Plan) for each calendar year such purchase rights are at any time
outstanding.


 


        (n)    Merger or Liquidation of
Company.    In the event the Company or its
shareholders enter into an agreement to dispose of all or substantially all of
the assets or outstanding capital stock of the


 


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Company
by means of sale, merger, reorganization or liquidation, each Participant may,
at the election of the Plan Administrator, either:


 


(i)   receive a stock certificate for the
number of shares of Common Stock paid for pursuant to payroll deductions made
on behalf of the Participant during the purchase period up to the day prior to
the date of such transaction; or


 


(ii) receive a cash
refund of all sums previously collected from the Participant during the
purchase period.


 


        (o)    No Interest.    No
interest shall be paid on any monies refunded to Participants pursuant to the
provisions of this Plan.


 


        (p)    Withholding.    The
Company may withhold, or require a Participant to make other satisfactory
arrangements for the payment of, any taxes required by any law or regulation of
any governmental authority, whether federal, state or local, in connection with
the purchase of stock under the Plan or the sale of such stock that is not held
for at least two years after the beginning of the purchase period during which
the stock was purchased. Such withholding may include all or any portion of any
payment or other compensation payable to the Participant, unless the
Participant reimburses the Company for such amount.


 


        (q)    Notice of Disposition.    Each
Participant shall notify the Company in writing if the Participant disposes of
any of the shares purchased pursuant to this Plan if such disposition occurs
within two years from the first day of the purchase period in which such shares
were purchased or within one year from the date on which the shares were
purchased (the “Notice Period”). The Company may, at any time during the Notice
Period, place a legend or legends on any certificate representing shares
acquired pursuant to this Plan requesting the Company’s transfer agent to
notify the Company of any transfer of the shares. The obligation of the Participant
to provide such notice shall continue notwithstanding the placement of any
legend on the certificates.


 


VII. Amendment


 


        The
Board may from time to time alter, amend, suspend or discontinue the Plan;
provided, however, that no such action shall adversely affect rights and
obligations with respect to rights to purchase stock at the time outstanding
under the Plan; and provided, further, that no such action of the Board may,
without the approval of the stockholders of the Company, increase the number of
shares subject to the Plan or the maximum number of shares for which a right to
purchase stock under the Plan may be exercised (unless necessary to effect the
adjustments required by Section V(b)), extend the term of the Plan, alter
the per share purchase price formula so as to reduce the purchase price per
share specified in the Plan, otherwise materially increase the benefits
accruing to Participants under the Plan or materially modify the requirements
for eligibility to participate in the Plan. Furthermore, the Plan may not,
without the approval of the stockholders of the Company, be amended in any
manner which will cause the Plan to fail to meet the requirements of an “employee
stock purchase plan” under Section 423 of the Code.


 


VIII. Effective Date


 


        This
Plan was originally approved by the Board and became effective on January 1,
1995, after the approval by the stockholders of CIBER, Inc. on October 31,
1994. The Plan was subsequently amended with shareholder approval October 29,
1996, May 10, 2001, May 2, 2002 and April 27, 2004.  The Plan is hereby amended effective May 4,
2009.


 


	
   

  	
  CIBER, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  MAC
  J. SLINGERLEND  

  
	
   

  	
   

  	
  Mac J.
  Slingerlend

  President/Chief Executive Officer

  



 


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