PEGASYSTEMS INC. DIRECTOR COMPENSATION PROGRAM (as amended July 16, 2014)

EX-10.1 3 d756743dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

PEGASYSTEMS INC.

DIRECTOR COMPENSATION PROGRAM

(as amended July 16, 2014)

In consideration for their service on the Company’s board of directors (the “Board”), non-employee Directors are paid an annual cash retainer of $55,000 and receive an annual equity grant (the “Annual Equity Grant”). The Annual Equity Grant is in the form of shares of unrestricted common stock of the Company, typically issued on the date of the Company’s annual stockholders meeting. On July 16, 2014, the Company increased the value of the Annual Equity Grant from $70,000 to $95,000 (and issued to each non-employee Director on such date $25,000 of unrestricted common stock to supplement the $70,000 issuance made to each of them on the date of the Company’s most recent annual stockholders meeting). Accordingly, it is expected that in the future that on the date of each annual stockholders meeting the Company will issue to each non-employee Director a number of shares of unrestricted common stock equal to $95,000 divided by the fair market value of a share of the Company’s common stock on such date.

Additionally, non-employee Directors receive an initial award of restricted stock units (“RSUs”) when they are first elected to the Board, which are valued at approximately $75,000, based on the fair market value of the Company’s common stock on the grant date. The RSUs vest in three equal annual installments.

For Board committee service, the Company pays an annual cash retainer (paid in quarterly installments) to non-employee Directors serving on the Audit and Compensation Committees: $10,000 to each Audit Committee member and $20,000 to the Audit Committee Chair; and $6,000 to each Compensation Committee member and $8,000 to the Compensation Committee Chair.

In addition to the above, the Company also offers to reimburse non-employee Directors for expenses incurred in attending Board, committee or other Company meetings.