SCHEDULE 13D
CUSIP No. 743 39P 101 Page 11 of 20 Pages
Exhibit 4
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 12 of 20 Pages
XXXXXX X. XXXXXXX
00 Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
December 8, 1997
Xxxx X. Xxxxxxxx, Esq.
Xxxxx, Xxxx & X'Xxxxxxxx
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Dear Xxxx:
This letter will confirm our agreement regarding the stock appreciation
right ("SAR") I have granted to you with respect to 14,000 shares of the Common
Stock of Project Software & Development, Inc. ("PSDI") owned by me. The SAR,
which replaces the option I granted to you on October 2, 1996, shall be
exercisable in whole or in part until the earlier of December 7, 2002 and the
date on which I sell all of my PSDI shares.
You may exercise your SAR with respect to any of the shares subject to this
agreement by delivering to me a signed notice (the "Notice") specifying the
number of shares as to which exercise is sought. I shall pay to you an amount
equal to the number of shares set forth in the Notice multiplied by the
difference between the Closing Price and $20 (the "Strike Price"). The Closing
Price shall be the reported closing price for the shares of PSDI common stock on
the day the notice is received. If there is no closing price for that day, then
the closing price on the next day on which a closing price is reported shall be
used. In the event that I sell all of my stock of PSDI, I shall notify you of
the price per share of the sale and, at your request, I shall pay you the
difference between the Closing Price on the day of the sale of my last PSDI
shares and the Strike Price, multiplied by the number of shares then subject to
the SAR.
In the event of any stock splits or recapitalization, appropriate equitable
adjustments shall be made to the number of shares and strike price subject to
this SAR.
Sincerely yours,
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
ACCEPTED AND AGREED:
/s/ Xxxx X. Xxxxxxxx
--------------------------
Xxxx X. Xxxxxxxx
