exv10w1







	 	 	 	 	 



Exhibit 10.1




PROGRESS SOFTWARE CORPORATION

2010 FISCAL YEAR COMPENSATION PROGRAM

FOR NON-EMPLOYEE DIRECTORS





	A.	 	Amounts of 2010 Fiscal Year Compensation





	 	 	 	 	 

	 
	•	       Annual Board Retainer (cash):
	 	$75,000
	 
	 	 	 	 
	 
	• 	      Committee  fees (cash):
	 	 
	 
	 	 	 	 
	 
	 	Audit Committee:
	 	$25,000 for Chair
	 
	 	 	 	$20,000 for Members
	 
	 	 	 	 
	 
	 	Nominating and Corporate
	 	 
	 
	 	Governance Committee:
	 	$12,500 for Chair
	 
	 	 	 	$10,000 for Members
	 
	 	 	 	 
	 
	 	Compensation Committee:
	 	$15,000 for Chair
	 
	 	 	 	$12,500 for Members
	 
	 	 	 	 
	 
	 	Special Committees:
	 	$25,000 for Chair
	 
	 	(while in use)
	 	$20,000 for Members
	 
	 	 	 	 







	 	Equity Component:






	 	•	 	$180,000 to be delivered in two equal installments (as set forth below under
“Timing”), consisting of a combination of Options and Director Shares. The split
between Options and Director Shares will be determined by each Director individually by
written election made at least seven (7) calendar days in advance of the issuance of
the first installment of the Equity Component.
	 
	 	•	 	The annual election will be expressed as a percentage of the total Equity Component
(e.g., 50% in Options and 50% in Director Shares) and may consist of all Options, all
Director Shares or any combination thereof. Such election will be irrevocable and will
apply to both installments of the Equity Component. If a Director fails to make a
timely election, the Corporation will apply a 50/50 split between Options and Director
Shares with respect to that Director.
	 
	 	•	 	The number of Options to be issued in an installment will be determined by dividing
one-half of the Options elected by the Director by the Black-Scholes value on the grant
date, and the number of Director Shares to be issued in an installment will be
determined by dividing one half of the Director Shares elected by the Director by the
fair market value of Company common stock on the date of issuance.




 









 






	 	•	 	The Director Shares will be full value shares of Company common stock and will not
be subject to any vesting requirement or transfer or other restrictions. Options will
be fully vested upon issuance.






	 	Timing






	 	•	 	Annual fiscal year cash compensation will be paid in two installments, at the
Compensation Committee meetings in April (or such later time as the Company’s Annual
Meeting of Shareholders occurs) and October. The April payment is for service from
December 1 through May 31, and the October payment is for service from June 1 through
November 30. Amounts paid will be pro-rated for partial year service, with a
fractional month of service rounded to a whole month. Accordingly, if a Director
resigns from the Board, is removed from the Board by a vote, is removed from the Board
due to a change in control, or dies in office, he or she is paid a pro-rated amount for
service through date of termination of service. Similarly a Director who joins the
Board other than on the first day of the fiscal year will be paid a pro-rated amount of
the annual fiscal year compensation. The same proration rule will also apply to any
partial year service on any committee.






	B.	 	Initial Director Appointment Grant
	 
	 	 	Each newly elected Director shall receive an Initial Director Appointment Grant of 25,000
Option equivalent shares at the first April or October grant date following his or her
election to the Board. The split between Options and DSUs will be determined by each Director
individually by written election made prior to the newly elected
Director's appointment to the Board of Directors. Such election will be expressed as a
percentage of the Initial Director Appointment Grant (e.g., 50% in Options and 50% in DSUs)
and may consist of all Options (25,000), all Deferred Stock Units (“DSUs”) (10,000) or any
combination thereof, with each DSU having a value equivalent to 2.5 Options; provided,
however, that if the Corporation modifies the value equivalent ratio between
restricted equity issued to employees and Options, such modified value equivalent ratio shall
thereafter apply to any subsequent Initial Director Appointment Gran
	 
	 	 	Options and DSUs will vest over a 60-month period, beginning on the first day of the month
following the month the Director joins the Board, with full acceleration upon a change in
control. Initial Director Appointment Options shall contain such other similar terms as
applicable to employee options. DSUs will be settled upon a Director’s separation from
service from the Board of Directors or change in control, if earlier, and not upon vesting.






	C.	 	Stock Retention Guidelines
	 
	 	 	All non-employee Directors must hold 7,500 shares of the Corporation’s common stock, which for
purposes of this requirement shall include Director Shares and




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	 	 	vested DSUs. Directors have
five years to attain this guideline from the date of election to the Board.






	D.	 	Miscellaneous
	 
	 	 	Employee Directors shall not be entitled to participate in the 2010 Director Compensation Plan. No
additional compensation shall be paid to the Lead Independent Director.






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