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PROGRESS SOFTWARE CORPORATION
2009 FISCAL YEAR COMPENSATION PROGRAM FOR NON-EMPLOYEE
DIRECTORS
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A.
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Amounts of 2009 Fiscal Year
Compensation
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Annual Board
Retainer (cash):
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$75,000
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Committee fees
(cash):
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$25,000 for
Chair
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$20,000 for
Members
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$12,500 for
Chair
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$10,000 for
Members
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$15,000 for
Chair
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$12,500 for
Members
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Strategic Planning Committee:
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$25,000 for
Chair
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$20,000 for
Members
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•
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$150,000 to be delivered in two
installments, coincident with when grants are provided to employees
per the Company’s Stock Option Grant Policy. The Equity
Component will be divided equally between Options and Director
Shares. Each installment will consist of $37,500 of Options and
$37,500 of Director Shares. The Black-Scholes value on the grant
date will be used to determine the value of options, and the number
of Director Shares will be determined by dividing $37,500 by the
fair market value of Company common stock on the date of
issuance.
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The
Director Shares will be full value shares of Company common stock
and will not be subject to any vesting requirement or transfer or
other restrictions. Options will be fully vested upon
issuance.
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Annual fiscal year cash compensation
will be paid in two installments, coincident with the April (or
such later time as the Company&rsquo
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