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PROGRESS SOFTWARE CORPORATION
2008 FISCAL YEAR DIRECTOR COMPENSATION PROGRAM
(Reflecting amendments thru
December 16, 2008)
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A.
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Amounts of 2008 Fiscal Year
Compensation
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$275,000
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$25,000 for
Chair
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$20,000 for
Members
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• Nomination and Governance Committee:
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$10,000 for
Chair
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$7,500 for
Members
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• Compensation Committee:
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$15,000 for
Chair
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$12,500 for
Members
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• Special Litigation Committee:
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$50,000 for
Chair
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$45,000 for
Members
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• Strategic Planning Committee
1 :
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$25,000 for
Chair
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$20,000 for
Members
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$25,000
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25% in cash
75% in equity (35% in fully vested deferred stock units and
40% in fully vested options), except that the option portion of the
last payment to a director whose directorship terminates for any
reason at the end of, or during, a term shall be paid entirely in
deferred stock units.
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The number of
option shares is determined by dividing the compensation amount by
the grant date Black Scholes value. The number of deferred stock
units is determined by dividing the compensation amount by the
grant date closing price of the Corporation’s common
stock.
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Annual fiscal
year compensation will be paid in two installments, coincident with
the April and October dates of the broad
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