ContractRetention and Motivation Agreement • May 5th, 2020 • Massachusetts
Contract Type FiledMay 5th, 2020 JurisdictionEX-10.2 3 ceoermafinal.htm EXHIBIT 10.2 EMPLOYEE RETENTION AND MOTIVATION AGREEMENT This AGREEMENT (the “Agreement”) is effective as of October 10, 2016 (the “Agreement Date”) by and between Yogesh K. Gupta (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”). R E C I T A L S A. The Covered Person presently serves as an employee or officer of the Company in a role that is important to the continued conduct of the Company’s business and operations. B. The Board of Directors of the Company (the “Board”) has determined that it is in the best interest of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of the Covered Person, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. C. The Board believes that it is imperative to provide the Covered Person with certain benefits following a Change of Control and certain severance benef