SCHEDULE 13D
CUSIP No. 743 39P 101 Page 13 of 20 Pages
Exhibit 5
SCHEDULE 13D
CUSIP No. 743 39P 101 Page 14 of 20 Pages
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INDEMNIFICATION AGREEMENT
December 8, 1997
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Dear ▇▇▇▇:
This letter shall set forth my agreement to indemnify you in
connection with your consent to be nominated by me for election to the board of
directors of Project Software & Development, Inc. (the "Issuer"). I hereby
agree to indemnify and hold you harmless from and against any losses, claims,
damages, liabilities, judgments or expenses ("Losses") as and when incurred by
you in the defense of any action, claim, proceeding or investigation, which
arises out of, or relates to your agreement to be a nominee and the contemplated
proxy contest seeking your election, other than any such Losses that have been
finally adjudicated by a court of competent jurisdiction to have been the result
of your willful misconduct or gross negligence.
If any claims are asserted against you with respect to which indemnity
may be sought from me pursuant to this Agreement, you shall, within a reasonable
time after receipt of notice of such claim, notify me in writing at my address
set forth above, with a simultaneous copy to my counsel, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, of the
assertion of such claims. Upon receipt of such notice from you I shall assume
the defense of such claim, including the employment of counsel selected by me.
If you shall elect, you shall have the right to employ separate counsel with
respect to any such claim and participate in the defense thereof and the fees
and expenses of such separate counsel shall be paid for by me. No settlement of
any such claim shall be entered into without your consent.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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SCHEDULE 13D
CUSIP No. 743 39P 101 Page 15 of 20 Pages
December 8, 1997
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Dear ▇▇▇▇:
This letter shall set forth my agreement with respect to your expenses in
connection with your consent to be nominated by me for election to the board of
directors for Project Software & Development, Inc. (the "Issuer"). I hereby
agree to reimburse you promptly for any and all of your expenses incurred as a
result of your consent and the contemplated proxy contest, including travel and
transportation, secretarial and stenographical expenses, lodging, phone, fax and
delivery services.
I hereby transmit to you a check for $5,000 to be applied to these expenses
with the understanding that you will provide me with an accounting monthly and
reimburse me for any remaining sums not utilized.
Sincerely yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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