exv10w1



 





Exhibit 10.1




April 29, 2005




Mr. Larry Harris

94 Annursnac Hill Road

Concord, MA 01742


Dear Larry:



I am pleased to extend a written offer of employment to you to join Progress Software Corporation
(“Progress Software” or “Company”) following the purchase of EasyAsk, Inc.’s assets.



As this letter is being provided to you prior to the close of the purchase, please note that this
offer is subject to the execution (no later than April 29, 2005) of an Asset Purchase Agreement by
and among Progress Development Corporation (a wholly owned subsidiary of Progress Software),
EasyAsk Inc. (“EasyAsk”), and Sigma Partners LLP            as Indemnification Representative      , and
the close of the purchase in accordance with the terms of said agreement (hereinafter referred to
as the “Acquisition”).



The offer of employment to you is as follows:





	 	1.  	Title, Manager and Service Date. Your title will be Vice President and General Manager,
EaskAsk Division and you will report to myself. Your employment with Progress Software will
commence upon the close date of the Acquisition; however, the Company will retain your
service date as recorded with EasyAsk.
	 
	 	2.  	Target Compensation. At the commencement of your employment with Progress Software,
your compensation will consist of a semi-monthly salary of $7,291.67, ($175,000 on an
annualized basis). You will participate in a fiscal year 2005 bonus program with an
annualized target incentive of $75,000, which yields a total target compensation of
$250,000 at 100% of plan. You will receive additional information regarding the bonus
program after you join. This bonus will be prorated from the close date of the Acquisition.
	 
	 	3.  	Stock Options. At the next meeting of the Board of Directors of Progress Software
Corporation, it will be recommended to the Compensation Committee of said Board that you
receive a grant of options to purchase 40,000 shares of common stock of the Company, at the
fair market value on the date of the grant. Further details on this grant will be provided
shortly after the date of the grant.
	 
	 	4.  	Benefits. Please note that none of the existing benefit plans of EasyAsk have been
assumed or carried forward as part of the Acquisition. As an employee of Progress Software,
you will be eligible to participate in our employee benefits plan, which includes Medical,
Dental, Vision, and Life Insurance, Long and Short Term Disability, a 401(k) plan, Employee
Stock Purchase Plan, paid vacations and holidays. Enclosed you will find a CD which will
provide you with an overview of the employee benefits provided by Progress Software.
Additionally, you will learn more about your employee benefits when you attend the Benefits
Orientation which will be scheduled shortly after the close of the Acquisition.





 









 






	 	5.  	EasyAsk Accrued Vacation Balance Carryover. Your entire accrued vacation balance at
EasyAsk as of the date of the close will be carried over to your employment with Progress
Software. Your ability to earn additional vacation time will be subject to the terms and
conditions of Progress Software’s vacation policy which is described on the CD referenced
above.
	 
	 	6.  	Retention Bonus. Subject to the terms and conditions of this letter, you will be
entitled to receive a retention bonus in the amount of $200,000 (less required deductions
and withholdings). Such retention bonus will be paid to you in one lump-sum payment as soon
as is practical following the one year anniversary of the close of the Acquisition, and as
part of the Company’s standard payroll, provided that the following conditions are
satisified:






	 	•  	You continue to be employed with the Company from the completion of the
Acquisition through the one year anniversary date of the Acquisition.
	 
	 	•  	You have not, at any time from the completion of the Acquisition through the
above-mentioned one year anniversary date, committed any material violation of the
Company’s employment policies or the enclosed Employee Proprietary Information,
Non-Compete and Confidentiality Agreement (“Employee Agreement”), or otherwise
engaged in any activities described in the definition of “Cause” set forth below.






	 	   	Notwithstanding the foregoing, the retention bonus payment will be paid to you in accordance
with the schedule described above even if you are no longer employed by the Company if your
employment is terminated as a result of your involuntary dismissal without Cause, provided
that you have not breached the terms and conditions of any severance agreement or any
surviving provisions of the enclosed Employee Agreement. The term “Cause” as used herein
shall mean conduct involving any of the following: (i) substantial and continuing violations
by you of your obligations as an employee of the Company after there has been delivered to
you a written demand for performance from the Company which describes the basis for the
Company’s belief that you have not substantially performed your duties, (ii) your material
violation of the Company’s employment policies or the Employee Agreement, or (iii) your
disloyalty, gross negligence, willful misconduct, dishonesty, fraud or breach of fiduciary
duty to the Company.
	 
	 	   	In consideration for your employment by the Company and the retention bonus payment
described herein, you agree to execute and perform under the Employee Agreement and the
enclosed letter agreement from EasyAsk (whereby you release EasyAsk and Progress Software,
and certain other parties as defined therein, of claims associated with your prior
employment with EasyAsk) (hereinafter the “Release”).




Please note that the enclosed Employee Agreement replaces the Employee Proprietary Information and
Confidentiality Agreement located on the enclosed CD and therefore you should disregard that
document on the CD. Please print and review the Code of Conduct Compliance Statement located on the
CD. As a condition of this offer, you are required to sign and return the Employee Agreement, the
Release, the Code of Conduct Compliance Statement, and a copy of this offer letter, by the deadline
specified below.



The Immigration and Reform and Control Act requires that all employers verify the employment
eligibility and identity of all new employees. Please complete the top section of the Employment
Eligibility Form, (located on the enclosed CD), and bring it with you, together with the
appropriate forms of identification, (found on page two of the Employment Eligibility Form), when
you report to work. You will not be able to begin employment with Progress Software if you fail to
comply with this requirement.




 









 







While we look forward to a mutually beneficial relationship, please note that your employment by
Progress Software will be at will, meaning that neither you nor we have entered into any contract
of continued employment. Please note that except as otherwise expressly provided in this letter or
the enclosed materials, no benefits or other employment obligations arising out of your prior
employment with EasyAsk will survive the termination of your employment with EasyAsk.



Please confirm your acceptance of this offer by:





	 	•  	Signing and faxing a copy of this offer letter, the Employee Agreement, the Release and
the Code of Conduct Compliance Statement to Cindy Swech at 781/280-4350 no later than the
end of business day today.
	 
	 	•  	Promptly return the original signed offer letter, the Employee Agreement, the Release
and the Code of Conduct Compliance Statement to Cindy Swech, in the pre-paid, self
addressed envelope included within the offer packet.




I am looking forward to having you join us and am confident that you will find this position to be
a challenging and rewarding one for you.



Sincerely,



Richard Reidy

President, DataDirect



Acceptance: 




	 	 	 
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	Date: