FORRESTER RESEARCH, INC.
THIRD AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE OF PLAN
The purpose of this Forrester Research, Inc. Third Amended and Restated Employee Stock Purchase Plan (the Plan) is to provide employees of Forrester Research, Inc. (Forrester) and its participating subsidiaries (as defined in Section 19) (such subsidiaries, together with Forrester, are hereinafter referred to as the Company) who wish to become shareholders of Forrester an opportunity to purchase shares of the Common Stock of Forrester (the Stock). The Plan is an amendment and restatement of the Forrester Research, Inc. Second Amended and Restated Employee Stock Purchase Plan, effective March 23, 2018, which was an amendment and restatement of the Amended and Restated Employee Stock Purchase Plan, effective March 27, 2009, as subsequently amended effective October 25, 2011, which was an amendment and restatement of the Forrester Research, Inc. 1996 Employee Stock Purchase Plan, as subsequently amended effective January 29, 2002. The Plan, subject to shareholder approval as described in Section 22, shall be effective on March 22, 2022, the date it was adopted by the Board of Directors of Forrester.
The Plan is intended to constitute an employee stock purchase plan within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the Code).
SECTION 2. STOCK SUBJECT TO THE PLAN
The maximum aggregate number of shares of Stock available under the Plan (subject to adjustment as provided in Section 10) for issuance pursuant to the exercise of options (Options) granted under the Plan to employees of the Company (Employees) who meet the eligibility requirements set forth in Section 3 hereof (Eligible Employees) shall be (a) 600,000 shares, plus (b) 176,950 shares, which was the aggregate number of shares remaining issuable under the Plan as of March 22, 2022. The Stock to be delivered upon exercise of Options under the Plan may be either shares of authorized but unissued Stock or previously issued shares reacquired by Forrester and held in treasury, as Forresters Board of Directors (the Board of Directors) may determine.
SECTION 3. ELIGIBLE EMPLOYEES
Except as otherwise provided below, each Employee who is employed by the Company on a regular basis (and not a temporary basis) for the Company for at least 20 hours per week shall be eligible to participate in the Plan (each, an Eligible Employee).
(a) Any Employee who immediately after the grant of an Option to him or her would (in accordance with the provisions of Sections 423 and 424(d) of the Code) own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the employer corporation or of its parent or subsidiary corporations, as the terms parent corporation and subsidiary corporation are defined in Section 424(e) and (f) of the Code, shall not be eligible to receive an Option to purchase Stock pursuant to the Plan. 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.