Progress Software Corp /Ma Sample Contracts

BY AND AMONG
Agreement and Plan of Merger • January 23rd, 2006 • Progress Software Corp /Ma • Services-prepackaged software • Delaware
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BY AND AMONG
Purchase Agreement • January 7th, 2004 • Progress Software Corp /Ma • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of April 30, 2019 among
Credit Agreement • May 1st, 2019 • Progress Software Corp /Ma • Services-prepackaged software • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of April 30, 2019, among PROGRESS SOFTWARE CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

RECITALS
Stock Restriction Agreement • December 3rd, 1997 • Progress Software Corp /Ma • Services-prepackaged software • California
PROGRESS SOFTWARE CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 1, 2024 3.50% Convertible Senior Notes due 2030
Indenture • March 1st, 2024 • Progress Software Corp /Ma • Services-prepackaged software • New York

INDENTURE, dated as of March 1, 2024, between Progress Software Corporation, a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

CREDIT AGREEMENT dated as of August 15, 2011 among PROGRESS SOFTWARE CORPORATION, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION and RBS CITIZENS, NATIONAL...
Credit Agreement • August 18th, 2011 • Progress Software Corp /Ma • Services-prepackaged software • New York

CREDIT AGREEMENT (this “Agreement”) dated as of August 15, 2011, among PROGRESS SOFTWARE CORPORATION, a Massachusetts corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

RECITALS
Voting and Tender Agreement • December 22nd, 2005 • Progress Software Corp /Ma • Services-prepackaged software • Delaware
Dealer name and address]
Progress Software Corp /Ma • March 1st, 2024 • Services-prepackaged software

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Progress Software Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

AGREEMENT AND PLAN OF MERGER BY AND AMONG PROGRESS SOFTWARE CORPORATION, PSI ACQUISITION SUB, INC. AND PERSISTENCE SOFTWARE, INC.
Agreement and Plan of Merger • September 27th, 2004 • Progress Software Corp /Ma • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 26, 2004, by and among Progress Software Corporation, a Massachusetts corporation (“Parent”), PSI Acquisition Sub, Inc., a Delaware corporation and a wholly owned first-tier subsidiary of Parent (“Merger Sub”), and Persistence Software, Inc., a Delaware corporation (the “Company”).

EMPLOYEE RETENTION AND MOTIVATION AGREEMENT
Employee Retention and Motivation Agreement • January 27th, 2020 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts

This agreement (the “Agreement”) is effective as of __________ (the “Agreement Date”) by and between ___________ (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 17th, 2020 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made as of the 16th day of January 2020, between Progress Software Corporation, a Delaware corporation with a principal place of business at 14 Oak Park, Bedford, Massachusetts 01730 (the “Company"), and Anthony Folger, an individual residing at 4 Settlers Lane, Wenham, Massachusetts 01984 ("Executive").

RECITALS
Employee Retention and Motivation Agreement • July 10th, 2007 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts
EXPENSES REIMBURSEMENT & NON-SOLICITATION AGREEMENT by and among SPK ACQUISITIONS LIMITED and IONA TECHNOLOGIES PLC Dated as of June 25, 2008
Non-Solicitation Agreement • June 26th, 2008 • Progress Software Corp /Ma • Services-prepackaged software

SPK Acquisitions Limited having its registered office at Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland (hereinafter referred to as “Buyer”)

Option Amendment Agreement
Option Amendment Agreement • December 22nd, 2006 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts

This Option Amendment Agreement (this “Agreement”) is entered into by and between Progress Software Corporation, a Massachusetts corporation (“Progress”), and _________(“Employee”), an employee of Progress, and is effective on the date of the last signature below.

EMPLOYEE RETENTION AND MOTIVATION AGREEMENT
Employee Retention and Motivation Agreement • January 26th, 2024 • Progress Software Corp /Ma • Services-prepackaged software

This agreement (the “Agreement”) is effective as of __________ (the “Agreement Date”) by and between ___________ (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”).

PROGRESS SOFTWARE CORPORATION Performance-Based Stock Unit Agreement Under The Amended and Restated Progress Software Corporation
Progress Software • January 26th, 2024 • Progress Software Corp /Ma • Services-prepackaged software

This Notice of Award of Performance-Based Stock Units (“Notice”) evidences the award of performance-based stock units (each, a “PSU,” and collectively, the “PSUs”) of Progress Software Corporation, a Delaware corporation (the “Company”), that have been granted to you pursuant to the Amended and Restated Progress Software Corporation 2008 Stock Option and Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms and conditions of the attached Performance-Based Stock Unit Agreement (the “Agreement”). This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. Each PSU is equivalent in value to one share of the Company’s Stock and represents the Company’s commitment to issue one share of the Company’s Stock at a future date, subject to the terms of the Agreement and the Plan. The PSUs are credited to a separate account maintained for you on the books and records of the Company (the

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EMPLOYEE RETENTION AND MOTIVATION AGREEMENT
Employee Retention and Motivation Agreement • November 28th, 2011 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts

This agreement (the “Agreement”) is effective as of December 5, 2011 (the “Agreement Date”) by and between (the “Covered Person”) and Progress Software Corporation, a Massachusetts corporation (the “Company”).

Contract
Execution Version Stock Purchase Agreement • January 3rd, 2023 • Progress Software Corp /Ma • Services-prepackaged software • Delaware
SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • April 9th, 2010 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts

THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made as of the 31st day of March, 2010, between Progress Software Corporation, a Massachusetts corporation (the “Company”), and Jeffrey Stamen (the “Executive”).

FIRST AMENDMENT TO EMPLOYEE RETENTION AND MOTIVATION AGREEMENT
Employee Retention and Motivation Agreement • October 13th, 1999 • Progress Software Corp /Ma • Services-prepackaged software
Agreement and Plan of Merger by and among Progress Software Corporation, PSC Merger Corp., Apama Inc. and Certain Stockholders of Apama Inc. Dated as of April 6, 2005
Agreement and Plan of Merger • April 12th, 2005 • Progress Software Corp /Ma • Services-prepackaged software • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 6, 2005, by and among Progress Software Corporation, a Massachusetts corporation (“Parent”), PSC Merger Corp., a Delaware corporation and a wholly owned first-tier Subsidiary of Parent (“Merger Sub”), Apama Inc., a Delaware corporation (the “Company”), and the persons named on Schedule I hereto (the “Company Stockholders”).

Option Amendment Agreement
Option Amendment Agreement • December 22nd, 2006 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts

This Option Amendment Agreement (this “Agreement”) is entered into and effective as of the date of the last signature below by and between Progress Software Corporation, a Massachusetts corporation (“Progress”), and _________(“Employee”), an employee of Progress.

DEFERRED STOCK UNIT AGREEMENT UNDER THE PROGRESS SOFTWARE CORPORATION 2008 STOCK OPTION AND INCENTIVE PLAN
Deferred Stock Unit Agreement • April 28th, 2008 • Progress Software Corp /Ma • Services-prepackaged software

Pursuant to the Progress Software Corporation 2008 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Progress Software Corporation (the “Company”) hereby grants a deferred stock award consisting of the number of Deferred Stock Units listed above (an “Award”) to the Grantee named above. Each “Deferred Stock Unit” shall relate to one share of common stock, par value $.01 per share, of the Company (the “Stock”), subject to the conditions set forth herein and in the Plan.

SEPARATION AGREEMENT
Separation Agreement • October 13th, 2009 • Progress Software Corp /Ma • Services-prepackaged software • Massachusetts

This SEPARATION AGREEMENT (the “Agreement”) is entered into by and between Progress Software Corporation (the “Company”) and Joseph W. Alsop, an individual (the “Executive”). This Agreement shall be effective on the Effective Date, as defined in Section 6.2.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE PROGRESS SOFTWARE CORPORATION 2008 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement • April 28th, 2008 • Progress Software Corp /Ma • Services-prepackaged software

Pursuant to the Progress Software Corporation 2008 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Progress Software Corporation (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $.01 per share, of the Company (the “Stock”) at the Option Exercise Price per share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

Letterhead of Progress Software Corporation] May 12, 2009
Progress Software Corp /Ma • July 10th, 2009 • Services-prepackaged software

This letter agreement sets forth the terms and conditions of your employment with Progress Software Corporation (the “Company”) as Executive Chairman of the Board. The effective date of your employment as Executive Chairman was March 29, 2009 and you will serve as Executive Chairman for a one-year term (the “Term”) expiring at the annual meeting of shareholders of the Company in fiscal 2010. As Executive Chairman, you will perform the following duties:

IMPLEMENTATION AGREEMENT by and among SPK ACQUISITIONS LIMITED, IONA TECHNOLOGIES PLC and With respect to Section 7.4 and Section 7.7 only, PROGRESS SOFTWARE CORPORATION Dated as of June 25, 2008
Implementation Agreement • June 26th, 2008 • Progress Software Corp /Ma • Services-prepackaged software

IMPLEMENTATION AGREEMENT (the “Agreement”), dated as of June 25, 2008, by and among SPK Acquisitions Limited, a private limited company incorporated under Irish company law (the “Buyer”), IONA Technologies PLC, a public limited company incorporated under Irish company law (“IONA”), and, with respect to Section 7.4 and Section 7.7 only, Progress Software Corporation, a Massachusetts corporation (the “Guarantor”).

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