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[Letterhead of Progress Software
Corporation]
Richard D.
Reidy
3 Blueberry Circle
Andover, MA 01810
The purpose of
this letter is to set forth your compensation terms as President
and Chief Executive Officer of Progress Software Corporation
(“PSC” or the “Company”). The effective
date of your promotion to President and Chief Executive Officer was
March 30, 2009.
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1.
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Base Salary . In accordance with the general
cash compensation freeze in place at the Company, your base salary
for FY09 will continue to be $330,000, payable on regular pay dates
of the Company and subject to applicable employment and income tax
withholding. Upon lifting such general cash compensation freeze,
the Compensation Committee of the Board of Directors of the Company
will review and, to the extent necessary, increase your base salary
to reflect then market base salary rates for chief executive
officers of comparable software companies. Although market
conditions could change, you and the Company acknowledge that the
current market base salary rate for a CEO of a comparable software
company is $450,000.
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2.
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Bonus. You will be entitled to participate
in the Company’s Executive and Key Contributor Bonus program
for FY09 at your current target bonus of $270,000. Upon lifting the
general cash compensation freeze described above, the Compensation
Committee will review and, to the extent necessary, increase your
ta
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