0000950135-08-002971 Sample Contracts

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.

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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.

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.

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