Attached files
Exhibit 10.16.2
January 15, 2010
Barry N. Bycoff
The Ritz Carlton Tower
Boston Common
3 Avery Street, Unit 609
Boston, MA 02111-1005
The Ritz Carlton Tower
Boston Common
3 Avery Street, Unit 609
Boston, MA 02111-1005
Re: | Extension of Term as Executive Chairman |
Dear Barry:
Reference is made to your employment letter (the Employment Letter), dated as of May 12, 2009,
which sets forth the terms and conditions of your employment with Progress Software Corporation
(the Company) as Executive Chairman of the Board. As provided in the Employment Letter, you
currently serve as Executive Chairman for a one-year term (the Term) expiring at the annual
meeting of shareholders of the Company in fiscal 2010. The Board of Directors of the Company has
requested, and you have agreed, to extend the Term for an additional one-year.
The parties are entering into this letter agreement to memorialize their understanding that the
Term is hereby extended for an additional one year such that the Term shall expire at the annual
meeting of shareholders of the Company in fiscal 2011 (the Extended Term). During the Extended
Term, all terms and conditions of your Employment Letter shall continue to apply, except as
modified by the following paragraph.
In lieu of Paragraph 2 of the Employment Letter, on January 12, 2010, the Company issued you 25,789
restricted stock units, which will vest in two equal installments, with the first installment
vesting on the six month anniversary of the date of the annual meeting of shareholders of the
Company in fiscal 2010 and the second installment vesting six months thereafter, subject to your
continued service with the Company. The number of restricted stock units issued to you was
determined by dividing $760,000 by $29.47, which was the closing price of the Companys stock price
on January 12, 2010.
Please confirm your agreement with the foregoing by signing this letter agreement in the space
indicated.
Sincerely,
By: | /s/ Michael L. Mark | |||
Michael L. Mark | ||||
Lead Independent Director, Board of Directors Progress Software Corporation |
I agree to the terms of this letter agreement.
/s/ Barry N. Bycoff
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1/25/10
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