exv10w2



 






Exhibit 10.2




2005 EMPLOYEE STOCK PURCHASE PLAN

OF

HYPERION SOLUTIONS CORPORATION




1. Purpose of the Plan




     This Employee Stock Purchase Plan is intended to promote the interests of the Corporation by
providing eligible employees with the opportunity to acquire a proprietary interest in the
Corporation through participation in a payroll-deduction based employee stock purchase plan
designed to qualify under Section 423 of the Code.



     Capitalized terms herein shall have the meanings assigned to such terms in the attached
Exhibit A.



2. Administration of the Plan




     The Plan Administrator shall have full authority to interpret and construe any provision of
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 Code Section 423. Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in the Plan.



3. Stock Subject to Plan




     3.1 The stock purchasable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock, including shares of Common Stock purchased on the open market. The
maximum number of shares of Common Stock that may be issued over the term of the Plan shall be four
million seven hundred thousand (4,700,000) shares less the total number of shares issued under the
Prior Plan.



     3.2 Should any change be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities issuable under the
Plan, (ii) the maximum number and class of securities purchasable per Participant on any one
Purchase Date and (iii) the number and class of securities and the price per share in effect under
each outstanding purchase right in order to prevent the dilution or enlargement of benefits
thereunder.



4. Offering Periods




     4.1 Shares of Common Stock shall be offered for purchase under the Plan through a series of
successive offering periods until such time as (i) the maximum number of shares of Common Stock
available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been
sooner terminated.



     4.2 Each offering period shall be of such duration (not to exceed twenty-four (24) months) as
determined by the Plan Administrator prior to the start date. The initial offering period shall
commence



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on the first business day in May 2006 and terminate on the last business day in October 2006,
and subsequent offering periods shall commence and terminate as designated by the Plan
Administrator.




     4.3 Each offering period shall be comprised of a series of one or more successive Purchase
Periods. Purchase Periods shall begin on the first business day in May and November each year and
terminate on the last business day in the following April and October, respectively, each year.



5. Eligibility




     5.1 Each Eligible Employee shall be eligible to enter an offering period under the Plan on the
start date of any Purchase Period within that offering period, provided he or she remains an
Eligible Employee on such start date. The date such individual enters the offering period shall be
designated his or her Entry Date for purposes of that offering period.



     5.2 To participate in the Plan for a particular offering period, the Eligible Employee must
complete the enrollment forms prescribed by the Plan Administrator and file such forms with the
Plan Administrator (or its designate) on or before his or her scheduled Entry Date.



6. Payroll Deductions




     6.1 The payroll deduction authorized by the Participant for purposes of acquiring shares of
Common Stock under the Plan may be any multiple of one percent (1%) of the Cash Compensation paid
to the Participant during each Purchase Period within that offering period, up to a maximum of ten
percent (10%). The deduction rate so authorized shall continue in effect for the remainder of the
offering period, except to the extent such rate is changed in accordance with the following
guidelines:



     (a) The Participant may at any time during the offering period, reduce his or her rate of
payroll deduction to become effective as soon as possible after filing the appropriate form with
the Plan Administrator. The Participant may not, however, effect more than one (1) such reduction
per Purchase Period.



     (b) The Participant may, prior to the commencement of any new Purchase Period within the
offering period, increase the rate of his or her payroll deduction by filing the appropriate form
with the Plan Administrator. The new rate (which may not exceed the ten percent (10%) maximum)
shall become effective as of the start date of the Purchase Period following the filing of such
form.



     6.2 Payroll deductions shall begin on the first pay day following the Participant’s Entry Date
into the offering period and shall (unless sooner terminated by the Participant) continue through
the pay day ending with or immediately prior to the last day of that offering period. The amounts
so collected shall be credited to the Participant’s book account under the Plan, but no interest
shall be paid on the balance from time to time outstanding in such account. The amounts collected
from the Participant shall not be held in any segregated account or trust fund and may be
commingled with the general assets of the Corporation and used for general corporate purposes.



     6.3 Payroll deductions shall automatically cease upon the termination of the Participant’s
purchase right in accordance with the provisions of the Plan.



     6.4 The Participant’s acquisition of Common Stock under the Plan on any Purchase Date shall
neither limit nor require the Participant’s acquisition of Common Stock on any subsequent Purchase
Date, whether within the same or a different offering period.



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7. Purchase Rights




     7.1 Grant of Purchase Right. A Participant shall be granted a separate purchase right
for each offering period in which he or she participates. The purchase right shall be granted on
the Participant’s Entry Date into the offering period and shall provide the Participant with the
right to purchase shares of Common Stock, in a series of successive installments over the remainder
of such offering period, upon the terms set forth below. The Participant shall execute such forms
and/or agreements as the Plan Administrator may deem advisable.



     Under no circumstances shall purchase rights be granted under the Plan to any Eligible
Employee if such individual would, immediately after the grant, own (within the meaning of Code
Section 424(d)) or hold outstanding options or other rights to purchase, stock possessing five
percent (5%) or more of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.



     7.2 Exercise of the Purchase Right. Each purchase right shall be automatically
exercised in installments on each successive Purchase Date within the offering period, and shares
of Common Stock shall accordingly be purchased on behalf of each Participant (other than any
Participant whose payroll deductions have previously been refunded in accordance with the
Termination of Purchase Right provisions below) on each such Purchase Date. The purchase shall be
effected by applying the Participant’s payroll deductions for the Purchase Period ending on such
Purchase Date (together with any carryover deductions from the preceding Purchase Period) to the
purchase of whole shares of Common Stock (subject to the limitation on the maximum number of shares
purchasable per Participant on any one Purchase Date) at the purchase price in effect for the
Participant for that Purchase Date.



     7.3 Purchase Price. The purchase price per share at which Common Stock will be
purchased on the Participant’s behalf on each Purchase Date within the offering period shall be
equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of Common
Stock on the Participant’s Entry Date into that offering period or (ii) the Fair Market Value per
share of Common Stock on that Purchase Date. However, for each Participant whose Entry Date is
other than the start date of the offering period, the clause (i) amount shall in no event be less
than the Fair Market Value per share of Common Stock on the start date of that offering period.



     7.4 Number of Purchasable Shares. The number of shares of Common Stock purchasable by
a Participant on each Purchase Date during the offering period shall be the number of whole shares
obtained by dividing the amount collected from the Participant through payroll deductions during
the Purchase Period ending with that Purchase Date (together with any carryover deductions from the
preceding Purchase Period) by the purchase price in effect for the Participant for that Purchase
Date. However, the maximum number of shares of Common Stock purchasable per Participant on any one
Purchase Date shall be one thousand (1,000) shares, subject to periodic adjustments in the event of
certain changes in the Corporation’s capitalization.



     7.5 Excess Payroll Deductions. Any payroll deductions not applied to the purchase of
shares of Common Stock on any Purchase Date because they are not sufficient to purchase a whole
share of Common Stock shall be held for the purchase of Common Stock on the next Purchase Date.
However, any payroll deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable by the Participant on the Purchase Date
shall be promptly refunded.



     7.6 Termination of Purchase Right. The following provisions shall govern the
termination of outstanding purchase rights:



     (a) A Participant may, at any time prior to the next Purchase Date in the offering period,
terminate his or her outstanding purchase right by filing the appropriate form with the Plan
Administrator (or its designate), and no further payroll deductions shall be collected from the
Participant with respect to



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the terminated purchase right. Any payroll deductions collected during the Purchase Period in
which such termination occurs shall, at the Participant’s election, be immediately refunded or held
for the purchase of shares on the next Purchase Date. If no such election is made at the time such
purchase right is terminated, then the payroll deductions collected with respect to the terminated
right shall be refunded as soon as possible.




     (b) The termination of such purchase right shall be irrevocable, and the Participant may not
subsequently rejoin the offering period for which the terminated purchase right was granted. In
order to resume participation in any subsequent offering period, such individual must re-enroll in
the Plan (by making a timely filing of the prescribed enrollment forms) on or before his or her
scheduled Entry Date into that offering period.



     (c) Should the Participant cease to remain an Eligible Employee for any reason (including
death, disability or change in status) while his or her purchase right remains outstanding, then
that purchase right shall immediately terminate, and all of the Participant’s payroll deductions
for the Purchase Period in which the purchase right so terminates shall be immediately refunded.
However, should the Participant cease to remain in active service by reason of an approved unpaid
leave of absence, then the Participant shall have the election, exercisable up until the last
business day of the Purchase Period in which such leave commences, to (a) withdraw all the funds in
the Participant’s payroll account at the time of the commencement of such leave or (b) have such
funds held for the purchase of shares at the end of such Purchase Period. In no event, however,
shall any further payroll deductions be added to the Participant’s account during such leave. Upon
the Participant’s return to active service, his or her payroll deductions under the Plan shall
automatically resume at the rate in effect at the time the leave began, provided the Participant
returns to service prior to the expiration date of the offering period in which such leave began.



     7.7 Corporate Transaction. Unless the Plan is continued or assumed by the surviving
corporation after a Corporate Transaction, each outstanding purchase right shall automatically be
exercised, immediately prior to the effective date of such Corporate Transaction, by applying the
payroll deductions of each Participant for the Purchase Period in which such Corporate Transaction
occurs to the purchase of whole shares of Common Stock at a purchase price per share equal to
eighty-five percent (85%) of the lower of (i) the Fair Market Value per share of Common Stock on
the Participant’s Entry Date into the offering period in which such Corporate Transaction occurs or
(ii) the Fair Market Value per share of Common Stock immediately prior to the effective date of
such Corporate Transaction. However, the applicable limitation on the number of shares of Common
Stock purchasable per Participant shall continue to apply to any such purchase, and the clause (i)
amount above shall not, for any Participant whose Entry Date for the offering period is other than
the start date of that offering period, be less than the Fair Market Value per share of Common
Stock on such start date.



     Unless the Plan is continued or assumed by the surviving corporation after a Corporate
Transaction, the Corporation shall use its best efforts to provide at least ten (10) days’ prior
written notice of the occurrence of such Corporate Transaction and Participants shall, following
the receipt of such notice, have the right to terminate their outstanding purchase rights prior to
the effective date of such Corporate Transaction.



     7.8 Proration of Purchase Rights. Should the total number of shares of Common Stock
which are to be purchased pursuant to outstanding purchase rights on any particular date exceed the
number of shares then available for issuance under the Plan, the Plan Administrator shall make a
pro rata allocation of the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant, to the extent in excess of the aggregate purchase price
payable for the Common Stock prorated to such individual, shall be refunded.



     7.9 Assignability. During the Participant’s lifetime, the purchase right shall be
exercisable only by the Participant and shall not be assignable or transferable by the Participant.



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     7.10 Stockholder Rights. A Participant shall have no stockholder rights with respect
to the shares subject to his or her outstanding purchase right until the shares are purchased on
the Participant’s behalf in accordance with the provisions of the Plan and the Participant has
become a holder of record of the purchased shares.



8. Accrual Limitations




     8.1 No Participant shall be entitled to accrue rights to acquire Common Stock pursuant to any
purchase right outstanding under this Plan if and to the extent such accrual, when aggregated with
(i) rights to purchase Common Stock accrued under any other purchase right granted under this Plan
and (ii) similar rights accrued under other employee stock purchase plans (within the meaning of
Code Section 423) of the Corporation or any Corporate Affiliate, would otherwise permit such
Participant to purchase more than twenty-five thousand dollars ($25,000) worth of stock of the
Corporation or any Corporate Affiliate (determined on the basis of the Fair Market Value of such
stock on the date or dates such rights are granted) for each calendar year such rights are at any
time outstanding.



     8.2 For purposes of applying such accrual limitations, the following provisions shall be in
effect:



     (a) The right to acquire Common Stock under each outstanding purchase right shall accrue in a
series of installments on each successive Purchase Date during the offering period on which such
right remains outstanding.



     (b) No right to acquire Common Stock under any outstanding purchase right shall accrue to the
extent the Participant has already accrued in the same calendar year the right to acquire Common
Stock under one (1) or more other purchase rights at a rate equal to twenty-five thousand dollars
($25,000) worth of Common Stock (determined on the basis of the Fair Market Value of such stock on
the date or dates of grant) for each calendar year such rights were at any time outstanding.



     8.3 If by reason of such accrual limitations, any purchase right of a Participant does not
accrue for a particular Purchase Period, then the payroll deductions which the Participant made
during that Purchase Period with respect to such purchase right shall be promptly refunded.



     8.4 In the event there is any conflict between the provisions of this Article and one or more
provisions of the Plan or any instrument issued thereunder, the provisions of this Article shall be
controlling.



9. Effective Date and Term of the Plan




     9.1 The Plan shall become effective May 1, 2006, subject to the approval of the stockholders
and the Board, provided no purchase rights granted under the Plan shall be exercised, and no shares
of Common Stock shall be issued hereunder, until the Corporation shall have complied with all
applicable requirements of the 1933 Act (including the registration of the shares of Common Stock
issuable under the Plan on a Form S-8 registration statement filed with the Securities and Exchange
Commission), all applicable listing requirements of any stock exchange (or the Nasdaq National
Market, if applicable) on which the Common Stock is listed for trading and all other applicable
requirements established by law or regulation.



     9.2 Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i)
the last business day in April 2016, (ii) the date on which all shares available for issuance under
the Plan shall have been sold pursuant to purchase rights exercised under the Plan or (iii) the
date on which all purchase rights are exercised in connection with a Corporate Transaction (unless
the Plan is continued or assumed by the surviving corporation after such Corporate Transaction).
No further purchase rights shall
be granted or exercised, and no further payroll deductions shall be collected, under the Plan
following its termination.



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10. Amendment of the Plan




     The Board may alter, amend, suspend or discontinue the Plan at any time. However, the Board
may not, without the approval of the Corporation’s stockholders, (i) increase the number of shares
of Common Stock issuable under the Plan or the maximum number of shares purchasable per
Participant, except for permissible adjustments in the event of certain changes in the
Corporation’s capitalization, (ii) materially increase the benefits accruing to Participants or
materially modify the requirements for eligibility to participate in the Plan, or (iii) alter the
purchase price formula so as to reduce the purchase price payable for shares under the Plan.



11. General Provisions




     11.1 All costs and expenses incurred in the administration of the Plan shall be paid by the
Corporation, subject to the discretion of the Plan Administrator.



     11.2 Nothing in the Plan shall confer upon the Participant any right to continue in the employ
of the Corporation or any Corporate Affiliate for any period of specific duration or interfere with
or otherwise restrict in any way the rights of the Corporation (or any Corporate Affiliate
employing such person) or of the Participant, which rights are hereby expressly reserved by each,
to terminate such person’s employment at any time for any reason, with or without cause.



     11.3 The provisions of the Plan shall be governed by the laws of the State of California
without resort to that State’s conflict-of-laws rules.



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EXHIBIT A




The following definitions shall be in effect under the Plan:




     A. “Board” shall mean the Corporation’s Board of Directors.



     B. “Cash Compensation” shall mean the (i) regular base salary paid to a Participant by one or
more Participating Companies during such individual’s period of participation in the Plan, plus
(ii) any pre-tax contributions made by the Participant to any Code Section 401(k) salary deferral
plan or any Code Section 125 cafeteria benefit program now or hereafter established by the
Corporation or any Corporate Affiliate, plus (iii) all of the following amounts to the extent paid
in cash: overtime payments, bonuses, commissions, profit-sharing distributions and other
incentive-type payments. However, Cash Compensation shall not include any contributions (other than
Code Section 401(k) or Code Section 125 contributions) made on the Participant’s behalf by the
Corporation or any Corporate Affiliate to any deferred compensation plan or welfare benefit program
now or hereafter established.



     C. “Code” shall mean the Internal Revenue Code of 1986, as amended.



     D. “Common Stock” shall mean the Corporation’s common stock.



     E. “Corporate Affiliate” shall mean any parent or subsidiary corporation of the Corporation
(as determined in accordance with Code Section 424), whether now existing or subsequently
established.



     F. “Corporate Transaction” shall mean either of the following stockholder-approved
transactions to which the Corporation is a party:



     (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of
the total combined voting power of the Corporation’s outstanding securities are transferred to a
person or persons different from the persons holding those securities immediately prior to such
transaction, or



     (ii) the sale, transfer or other disposition of all or substantially all of the assets of the
Corporation in complete liquidation or dissolution of the Corporation.



     G. “Corporation” shall mean Hyperion Solutions Corporation, a Delaware corporation, and any
corporate successor to all or substantially all of the assets or voting stock of Hyperion Solutions
Corporation which shall by appropriate action adopt the Plan.



     H. “Eligible Employee” shall mean any person who is engaged, on a regularly scheduled basis of
more than twenty (20) hours per week for more than five (5) months per calendar year, in the
rendition of personal services to any Participating Corporation as an employee for earnings
considered wages under Code Section 3401(a).



     I. “Entry Date” shall mean the date an Eligible Employee first commences participation in the
offering period in effect under the Plan.



     J. “Fair Market Value “ of a share of Common Stock shall be determined in accordance with the
following provisions:



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     (i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair
Market Value shall be the closing price per share of Common Stock on the date in question, as such
price is reported by the National Association of Securities Dealers on the Nasdaq National Market
or any successor system. If there is no closing price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing price on the last preceding date for which such
quotation exists.



     (ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market
Value shall be the closing selling price per share of Common Stock on the date in question on the
Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock,
as such price is officially quoted in the composite tape of transactions on such exchange. If
there is no closing selling price for the Common Stock on the date in question, then the Fair
Market Value shall be the closing selling price on the last preceding date for which such quotation
exists.



     K. “1933 Act” shall mean the Securities Act of 1933, as amended.



     L. “Participant” shall mean any Eligible Employee of a Participating Corporation who is
actively participating in the Plan.



     M. “Participating Corporation” shall mean the Corporation and such Corporate Affiliate or
Affiliates as may be authorized from time to time by the Board to extend the benefits of the Plan
to their Eligible Employees. The Participating Corporations in the Plan are listed in attached
Schedule A.



     N. “Plan” shall mean the Corporation’s 2005 Employee Stock Purchase Plan, as set forth in this
document.



     O. “Plan Administrator” shall mean the committee of two (2) or more Board members appointed by
the Board to administer the Plan.



     P. “Prior Plan” shall mean the Hyperion Solutions Corporation 1995 Employee Stock Purchase
Plan.



     Q. “Purchase Date” shall mean the last business day of each Purchase Period.



     R. “Purchase Period” shall mean each successive period within the offering period at the end
of which there shall be purchased shares of Common Stock on behalf of each Participant.



     S. “Stock Exchange” shall mean either the American Stock Exchange or the New York Stock
Exchange.




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