BY AND AMONGMerger Agreement • January 23rd, 2006 • Progress Software Corp /Ma • Services-prepackaged software • Delaware
EXHIBIT 99.1 EXECUTION COPY ASSET PURCHASE AGREEMENT BY AND BETWEEN PROGRESS DEVELOPMENT CORPORATION, EASYASK, INC., AND SIGMA PARTNERS LLP, AS INDEMNIFICATION REPRESENTATIVE DATED AS OF APRIL 29, 2005 TABLE OF CONTENTSAsset Purchase Agreement • May 5th, 2005 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
CREDIT AGREEMENT dated as of April 30, 2019 amongCredit Agreement • May 1st, 2019 • Progress Software Corp /Ma • Services-prepackaged software • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 30, 2019, among PROGRESS SOFTWARE CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ANNUAL GRANT NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PROGRESS SOFTWARE CORPORATION 1997 STOCK INCENTIVE PLAN Name of Optionee: __________ No. of Option Shares: __________ Option Exercise Price per Share: $__________...Non-Qualified Stock Option Agreement • July 10th, 2007 • Progress Software Corp /Ma • Services-prepackaged software
BY AND AMONGPurchase Agreement • January 7th, 2004 • Progress Software Corp /Ma • Services-prepackaged software • New York
RECITALSStock Restriction Agreement • December 3rd, 1997 • Progress Software Corp /Ma • Services-prepackaged software • California
PROGRESS SOFTWARE CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 1, 2024 3.50% Convertible Senior Notes due 2030Indenture • March 1st, 2024 • Progress Software Corp /Ma • Services-prepackaged software • New York
INDENTURE, dated as of March 1, 2024, between Progress Software Corporation, a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
CREDIT AGREEMENT dated as of August 15, 2011 among PROGRESS SOFTWARE CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION and RBS CITIZENS, NATIONAL...Credit Agreement • August 18th, 2011 • Progress Software Corp /Ma • Services-prepackaged software • New York
CREDIT AGREEMENT (this “Agreement”) dated as of August 15, 2011, among PROGRESS SOFTWARE CORPORATION, a Massachusetts corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EXECUTION VERSION PROGRESS SOFTWARE CORPORATION and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 13, 2021 1.00% Convertible Senior Notes due 2026Indenture • April 13th, 2021 • Progress Software Corp /Ma • Services-prepackaged software • New York
RECITALSVoting and Tender Agreement • December 22nd, 2005 • Progress Software Corp /Ma • Services-prepackaged software • Delaware
Page 1 ------------------------------------------------------------------------------- PROGRESS SOFTWARE CORPORATION 1991 EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated as of March 10, 1998) 1. PURPOSE The Progress Software Corporation Employee...Employee Stock Purchase Plan • July 10th, 1998 • Progress Software Corp /Ma • Services-prepackaged software
Dealer name and address]Call Option Transaction • March 1st, 2024 • Progress Software Corp /Ma • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Progress Software Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
EMPLOYEE RETENTION AND MOTIVATION AGREEMENTEmployee Retention and Motivation Agreement • January 27th, 2020 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
This agreement (the “Agreement”) is effective as of __________ (the “Agreement Date”) by and between ___________ (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROGRESS SOFTWARE CORPORATION, PSI ACQUISITION SUB, INC. AND PERSISTENCE SOFTWARE, INC.Merger Agreement • September 27th, 2004 • Progress Software Corp /Ma • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 26, 2004, by and among Progress Software Corporation, a Massachusetts corporation (“Parent”), PSI Acquisition Sub, Inc., a Delaware corporation and a wholly owned first-tier subsidiary of Parent (“Merger Sub”), and Persistence Software, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 17th, 2020 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 16th day of January 2020, between Progress Software Corporation, a Delaware corporation with a principal place of business at 14 Oak Park, Bedford, Massachusetts 01730 (the “Company"), and Anthony Folger, an individual residing at 4 Settlers Lane, Wenham, Massachusetts 01984 ("Executive").
Execution Version [ ] April 8, 2021 To: Progress Software Corporation 14 Oak Park Bedford, Massachusetts 01730 Attention: Anthony Folger, CFO Telephone No.: (781) 280-4000 Email: anthony.folger@progress.com Re: Base Call Option Transaction The purpose...Base Call Option Transaction • April 13th, 2021 • Progress Software Corp /Ma • Services-prepackaged software
RECITALSEmployee Retention and Motivation Agreement • July 10th, 2007 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
EXPENSES REIMBURSEMENT & NON-SOLICITATION AGREEMENT by and among SPK ACQUISITIONS LIMITED and IONA TECHNOLOGIES PLC Dated as of June 25, 2008Expenses Reimbursement & Non-Solicitation Agreement • June 26th, 2008 • Progress Software Corp /Ma • Services-prepackaged software
SPK Acquisitions Limited having its registered office at Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland (hereinafter referred to as “Buyer”)
INITIAL GRANT NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PROGRESS SOFTWARE CORPORATION 1997 STOCK INCENTIVE PLAN Name of Optionee: __________ No. of Option Shares: __________ Option Exercise Price per Share: $__________...Non-Qualified Stock Option Agreement • July 10th, 2007 • Progress Software Corp /Ma • Services-prepackaged software
Option Amendment AgreementOption Amendment Agreement • December 22nd, 2006 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
This Option Amendment Agreement (this “Agreement”) is entered into by and between Progress Software Corporation, a Massachusetts corporation (“Progress”), and _________(“Employee”), an employee of Progress, and is effective on the date of the last signature below.
EMPLOYEE RETENTION AND MOTIVATION AGREEMENTEmployee Retention and Motivation Agreement • January 26th, 2024 • Progress Software Corp /Ma • Services-prepackaged software
This agreement (the “Agreement”) is effective as of __________ (the “Agreement Date”) by and between ___________ (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”).
PROGRESS SOFTWARE CORPORATION Performance-Based Stock Unit Agreement Under The Amended and Restated Progress Software CorporationPerformance-Based Stock Unit Agreement • January 26th, 2024 • Progress Software Corp /Ma • Services-prepackaged software
This Notice of Award of Performance-Based Stock Units (“Notice”) evidences the award of performance-based stock units (each, a “PSU,” and collectively, the “PSUs”) of Progress Software Corporation, a Delaware corporation (the “Company”), that have been granted to you pursuant to the Amended and Restated Progress Software Corporation 2008 Stock Option and Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms and conditions of the attached Performance-Based Stock Unit Agreement (the “Agreement”). This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. Each PSU is equivalent in value to one share of the Company’s Stock and represents the Company’s commitment to issue one share of the Company’s Stock at a future date, subject to the terms of the Agreement and the Plan. The PSUs are credited to a separate account maintained for you on the books and records of the Company (the
DEED OF LIMITED GUARANTY AND INDEMNITYDeed of Limited Guaranty and Indemnity • June 26th, 2008 • Progress Software Corp /Ma • Services-prepackaged software
Deed of Limited Guaranty and Indemnity (the “Guaranty”), dated as of June 25, 2008, by Progress Software Corporation, a Massachusetts corporation (the “Guarantor”), in favor of IONA Technologies PLC, a public limited company incorporated under Irish Company law (“IONA”).
EMPLOYEE RETENTION AND MOTIVATION AGREEMENTEmployee Retention and Motivation Agreement • November 28th, 2011 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
This agreement (the “Agreement”) is effective as of December 5, 2011 (the “Agreement Date”) by and between (the “Covered Person”) and Progress Software Corporation, a Massachusetts corporation (the “Company”).
ContractStock Purchase Agreement • January 3rd, 2023 • Progress Software Corp /Ma • Services-prepackaged software • Delaware
SEPARATION AGREEMENT AND RELEASESeparation Agreement • April 9th, 2010 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made as of the 31st day of March, 2010, between Progress Software Corporation, a Massachusetts corporation (the “Company”), and Jeffrey Stamen (the “Executive”).
FIRST AMENDMENT TO EMPLOYEE RETENTION AND MOTIVATION AGREEMENTEmployee Retention and Motivation Agreement • October 13th, 1999 • Progress Software Corp /Ma • Services-prepackaged software
Agreement and Plan of Merger by and among Progress Software Corporation, PSC Merger Corp., Apama Inc. and Certain Stockholders of Apama Inc. Dated as of April 6, 2005Merger Agreement • April 12th, 2005 • Progress Software Corp /Ma • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 6, 2005, by and among Progress Software Corporation, a Massachusetts corporation (“Parent”), PSC Merger Corp., a Delaware corporation and a wholly owned first-tier Subsidiary of Parent (“Merger Sub”), Apama Inc., a Delaware corporation (the “Company”), and the persons named on Schedule I hereto (the “Company Stockholders”).
Option Amendment AgreementOption Amendment Agreement • December 22nd, 2006 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
This Option Amendment Agreement (this “Agreement”) is entered into and effective as of the date of the last signature below by and between Progress Software Corporation, a Massachusetts corporation (“Progress”), and _________(“Employee”), an employee of Progress.
DEFERRED STOCK UNIT AGREEMENT UNDER THE PROGRESS SOFTWARE CORPORATION 2008 STOCK OPTION AND INCENTIVE PLANDeferred Stock Unit Agreement • April 28th, 2008 • Progress Software Corp /Ma • Services-prepackaged software
Pursuant to the Progress Software Corporation 2008 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Progress Software Corporation (the “Company”) hereby grants a deferred stock award consisting of the number of Deferred Stock Units listed above (an “Award”) to the Grantee named above. Each “Deferred Stock Unit” shall relate to one share of common stock, par value $.01 per share, of the Company (the “Stock”), subject to the conditions set forth herein and in the Plan.
SEPARATION AGREEMENTSeparation Agreement • October 13th, 2009 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
This SEPARATION AGREEMENT (the “Agreement”) is entered into by and between Progress Software Corporation (the “Company”) and Joseph W. Alsop, an individual (the “Executive”). This Agreement shall be effective on the Effective Date, as defined in Section 6.2.
EXHIBIT 10.6 DEFERRED STOCK UNIT AGREEMENT UNDER THE PROGRESS SOFTWARE CORPORATION 1997 STOCK INCENTIVE PLAN Name of Grantee: ________________ No. of Deferred Stock Units Granted: __________ Grant Date: ____________ Pursuant to the Progress Software...Deferred Stock Unit Agreement • July 10th, 2007 • Progress Software Corp /Ma • Services-prepackaged software
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PROGRESS SOFTWARE CORPORATION 2008 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • April 28th, 2008 • Progress Software Corp /Ma • Services-prepackaged software
Pursuant to the Progress Software Corporation 2008 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Progress Software Corporation (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.01 per share, of the Company (the “Stock”) at the Option Exercise Price per share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
EXHIBIT 10.10 Note: This agreement was individually executed by each executive officer of the Company during fiscal 1998. EMPLOYEE RETENTION AND MOTIVATION AGREEMENT This Agreement (the "Agreement") is effective as of _________________, (the...Employee Retention and Motivation Agreement • February 24th, 1999 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
Letterhead of Progress Software Corporation] May 12, 2009Employment Agreement • July 10th, 2009 • Progress Software Corp /Ma • Services-prepackaged software
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:
