THIRD AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
1. PURPOSE. The purpose of this Third Amended and Restated 1995 Equity Incentive Plan (the "Plan") is to
further the success of SPSS Inc., a Delaware corporation (hereinafter called the "Company") by attracting and
retaining directors, officers, and other key executives, employees and independent contractors of the Company
and its subsidiaries and to provide to such persons incentives and rewards relating to the Company's business
2. DEFINITIONS. As used in this Plan, in addition to the terms defined elsewhere herein, the following terms
have the following meanings when used herein with initial capital letters:
(a) "Board" means the Board of Directors of the Company or, pursuant to any delegation by the Board to the
Compensation Committee pursuant to Section 10, the Compensation Committee.
(b) "Change in Control" shall have the meaning set forth by the Board.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time to time.
(d) "Common Shares" means shares of Common Stock of the Company or any security into which such
Common Shares may be changed by reason of any transaction or event of the type referred to in Section 7.
(e) "Compensation Committee" means a committee appointed by the Board consisting of at least three Non-
Employee Directors, each of whom will be a disinterested person within the meaning of Rule 16b-3.
(f) "Date of Grant" means the date determined in accordance with the Board's authorization on which a grant of
Option Rights or a grant of Restricted Shares, becomes effective.
(g) "Form of Option Right Grant" means the form adopted by the Board for the granting of Option Rights
pursuant to Section 4 hereof, which form may be amended by the Board from time to time.
(h) "Form of Restricted Share Grant" means the form adopted by the Board for the transfer or issuance of
Restricted Shares pursuant to
Section 5 hereof, which form may be amended by the Board from time to time.