50 of the Top 250 law firms use our Products every day
[Letterhead of Progress Software
Corporation]
Barry N.
Bycoff
The Ritz Carlton Tower
Boston Common
3 Avery Street, Unit 609
Boston, MA 02111-1005
This letter
agreement sets forth the terms and conditions of your employment
with Progress Software Corporation (the “Company”) as
Executive Chairman of the Board. The effective date of your
employment as Executive Chairman was March 29, 2009 and you
will serve as Executive Chairman for a one-year term (the
“Term”) expiring at the annual meeting of shareholders
of the Company in fiscal 2010. As Executive Chairman, you will
perform the following duties:
|
|
•
|
|
Provide advice to the Chief
Executive Officer with a principal focus on strategic
matters;
|
|
|
|
|
|
|
|
•
|
|
Consult in the annual performance
evaluation of the CEO;
|
|
|
|
|
|
|
|
•
|
|
Work with the Lead Independent
Director and the CEO to prepare Board of Directors meeting
agendas;
|
|
|
|
|
|
|
|
•
|
|
Chair meetings of the Board of
Directors; and
|
|
|
|
|
|
|
|
•
|
|
Report on the overall progress of
the Company.
|
You will spend
twenty (20) hours per week performing the foregoing duties,
with at least two working days per week spent at the
Company’s headquarters in Bedford, Massachusetts
.
As Executive
Chairman, you will be entitled to the following compensation for
your services:
|
1.
|
|
Base Salary . Your base salary will be $250,000,
payable on regular pay dates of the Company and subject to
applicable employment and income tax withholding.
|
|
|
|
|
|
2.
|
|
Restricted Stock Units
. At the next regularly
scheduled quarterly meeting of the
|
|
