October 2, 1996
Xxxx X. Xxxxxxxx, Xxxxxxx
Xxxxx, Xxxx & X'Xxxxxxxx
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Deal Xxxx:
This letter will confirm our agreement regarding the option I have granted
to you to acquire 4,000 shares of the Common Stock of Project Software &
Development, Inc. ("PSDI") owned by me at price of $31 per share, the closing
price on August 14, 1996. The option shall be for a period of five (5) years and
shall expire on August 12, 2001.
During the first two (2) years of the option term, the option will take the
form of a shared appreciation right ("SAR") and in the event I sell an aggregate
of 400,000 or more shares of my stock of PSDI, I shall notify you of the price
per share of the sale and, at your request, I shall pay to you an amount equal
to the value of the SAR (4,000 times the difference between the price per share
of the sale and $31).
In the event the SAR is not realized within two (2) years, then you shall
have the option to acquire the shares from me at $31 per share.
This letter shall take effect as a sealed instrument.
Sincerely yours,
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
ACCEPTED AND AGREED
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
