Stock Option Cancellation Agreement between Progress Software Corporation and Scott A. McGregor

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Summary

Scott A. McGregor agrees to the cancellation of certain stock options previously granted to him by Progress Software Corporation, as these options were not validly issued under the company's 1997 Stock Incentive Plan. The agreement lists the affected options by grant date, number of shares, and grant price. The company has committed to provide McGregor with equivalent compensation through new equity awards or cash payments, pending shareholder approval of an amendment to the stock plan.

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EX-10.10 9 b65995psexv10w10.txt EX-10.10 CANCELLATION OF STOCK OPTION, SCOTT A. MCGREGOR Exhibit 10.10 March 23, 2007 Progress Software Corporation 14 Oak Park Bedford, MA 01730 Re: Cancellation of Stock Options Gentlemen: I hereby acknowledge the cancellation of the following options to purchase shares of common stock of Progress Software Corporation as it is my understanding that these options have not been validly issued under the terms of the Company's 1997 Stock Incentive Plan.
Original Grant Date Shares Granted Revised Grant Price - ------------------- -------------- ------------------- 6/17/99 10,000 $14.7475 8/2/02 8,547 $ 13.50 2/24/03 8,000 $ 16.99 11/11/03 8,000 $ 21.86 5/24/04 8,500 $ 18.75 9/27/04 8,500 $ 21.45 11/15/05 9,000 $ 30.81 5/22/06 10,500 $ 23.07 9/20/06 10,500 $ 25.01
It is my understanding that the Board of Directors of the Company has committed to grant make-whole equity awards and/or cash payments to me, subject to shareholder approval of the amendment of the Company's 1997 Stock Incentive Plan with respect to any equity awards. Very truly yours, /s/ SCOTT A. MCGREGOR ---------------------------------------- Scott A. McGregor