STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 830 Third Avenue, 3rd Floor New York, New York 10022Starboard Value LP • January 30th, 2012 • Services-prepackaged software • New York
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Progress Software Corporation (the “Company”) at the Company’s 2012 annual meeting of stockholders including or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • January 30th, 2012 • Starboard Value LP • Services-prepackaged software
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Progress Software Corporation, a Massachusetts corporation (the “Company”);
