0000876167-14-000013 Sample Contracts

EMPLOYEE RETENTION AND MOTIVATION AGREEMENT
Employee Retention and Motivation Agreement • January 29th, 2014 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts

This agreement (the “Agreement”) is effective as of July __ , 2013 (the “Agreement Date”) by and between [__________](the “Covered Person”) and Progress Software Corporation, a Massachusetts corporation (the “Company”).

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DEFERRED STOCK UNIT AWARD AGREEMENT UNDER THE PROGRESS SOFTWARE CORPORATION 2008 STOCK OPTION AND INCENTIVE PLAN
Deferred Stock Unit Award Agreement • January 29th, 2014 • Progress Software Corp /Ma • Services-prepackaged software
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Non-Qualified Stock Option Agreement • January 29th, 2014 • 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.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Non-Qualified Stock Option Agreement • January 29th, 2014 • 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.

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