<PAGE>

March 29, 2007

Progress Software Corporation
14 Oak Park
Bedford, MA 01730

     Re: Cancellation of Stock Options

Gentlemen:

     I hereby acknowledge that the options previously granted to me and listed
in the following table have not been validly issued under the terms of the
Company's 1997 Stock Incentive Plan.

<TABLE>
<CAPTION>
Grant Date   Shares Granted   Grant Price
----------   --------------   -----------
<S>          <C>              <C>
 11/11/03         9,000          $21.86
  5/24/04        11,500          $18.15
  9/27/04        11,500          $19.25
 11/15/05        12,000          $30.81
  5/22/06        11,750          $23.07
  9/20/06        11,750          $25.01
</TABLE>

In order to correct this issue, I and the Company agree as follows:

     -    With respect to the 5/24/04 and 9/27/04 options listed above, it is
          understood that this letter agreement amends the Option Amendment
          Agreement dated December 15, 2006 ("Option Amendment Agreement") I
          entered into with the Company in the following respects. First, the
          5/24/04 and 9/27/04 options should not have been included in the
          Option Amendment Agreement. Second, the total Payment Amount and Value
          Lost plus Payment Amount listed on Exhibit A thereto should be reduced
          from $135,270 to $103,070. Since the Option Amendment Agreement
          required me to compensate the Company on an after-tax basis, the
          amount that I was required to compensate the Company should have been
          $59,018 instead of $77,458. Accordingly, I overcompensated the Company
          by $18,440. Since I transferred 2,706 shares (at FMV $28.62) to the
          Company in March 2007 in order to fulfill the obligations of the
          Option Amendment Agreement, I effectively transferred 644 more shares
          than necessary. For purposes of this agreement, these transferred
          shares are considered a sale of the stock.

     -    As the 11/15/05, 5/22/06 and 9/20/06 options listed above are
          outstanding, vested and have not been exercised, they are hereby
          cancelled.

<PAGE>

     -    With respect to the 11/13/03, 5/24/04 and 9/27/04 options that I
          exercised and sold on 10/13/05, I agree to return to the Company the
          after-tax profit calculated as follows.

<TABLE>
<CAPTION>
 Option    Exercised   Shares   Price    Option Cost   Ex FMV    Profit
 ------    ---------   ------   -----    -----------   ------   --------
<S>        <C>         <C>      <C>      <C>           <C>      <C>
11/11/03    10/12/05    2,062   $21.86     $ 45,075    $30.06   $ 16,908
 5/24/04    10/13/05    4,000   $18.15     $ 72,600    $30.25   $ 48,400
 5/24/04    10/13/05    7,500   $18.15     $136,125    $29.91   $ 88,200
 9/27/04    10/13/05   11,500   $19.25     $221,375    $29.91   $122,590

                                                Total Profit:   $276,098
                                                   After Tax:   $158,099
</TABLE>

     -    With respect to the 9,000 shares that I acquired on 10/12/05 when I
          exercised my 11/11/03 option and still hold (counting for this purpose
          the 644 shares that I already transferred to the Company), I
          understand I need to transfer all those shares to the Company. The
          number of shares to be transferred is thus 9,000 less 2,706 shares
          returned in March 2007 to fulfill the re-pricing obligation or 6,294
          shares. This transfer has been recently initiated with the holding
          broker. However, the effective number of shares transferred is 9,000
          less 2,062 (the corrected number of shares from the Option Amendment
          Agreement) or 6,938 shares. In consideration of this transfer, the
          Company agrees to return to me option exercise price for the effective
          number of shares. This amount is: 6,938 shares X $21.86 or $151,665.

     -    The net sum I owe the Company at this point is $158,099 minus $151,655
          or $6,444. This sum is due and owing but will be netted against the
          keep-whole compensation proposed by the Board - noted below.

     -    The Company will prepare the proper Form 4s and other documentation
          necessary to reflect this transfer of shares and cancellation of
          options.

     -    The Board of Directors has committed to make me whole for my now lost
          2003 thru 2006 compensation as a result of these invalidly granted
          options.

                                        Very truly yours,


                                        /s/ ROGER J. HEINEN, JR.
                                        ----------------------------------------
                                        Roger J. Heinen, Jr.