Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On January 16, 2020, Progress Software Corporation (the "Company") announced
that Paul Jalbert will retire as Chief Financial Officer of the Company on
January 31, 2020. The Company also announced the appointment of Anthony Folger
to succeed Mr. Jalbert as Chief Financial Officer, beginning January 31, 2020.
Prior to joining the Company, Mr. Folger, age 48, was Chief Financial Officer
and Treasurer of Carbonite, Inc., a publicly-held provider of backup, disaster
recovery, high availability and workload migration solutions, from January 2013
until Carbonite was acquired by OpenText Corporation in late December 2019. As
Chief Financial Officer, Mr. Folger was responsible for overseeing Carbonite's
customer facing and business operations including customer support, data center
operations, finance, investor relations, corporate development, information
technology, business analytics and human resources. Prior to that time, from
June 2006 to December 2012, Mr. Folger held senior leadership positions at
Acronis AG, a provider of backup, disaster recovery and secure access solutions,
including Chief Financial Officer from October 2008 to December 2012.
Mr. Folger's Employment Agreement and ERMA
In connection with his appointment as Chief Financial Officer, on January 16,
2020, the Company and Mr. Folger entered into an employment agreement, effective
January 31, 2020, setting forth Mr. Folger's compensation and certain other
employment terms. Pursuant to this employment agreement, Mr. Folger will be paid
a base salary of $400,000 per year and he will be eligible to participate in the
Company's Corporate Bonus Plan at an aggregate annual target rate equal to 65%
of his base salary, or $260,000.
Under the employment agreement, at the next quarterly meeting of the
Compensation Committee of the Board of Directors following his start date, Mr.
Folger will be issued an annual equity award with a value of $1,600,000, with
(i) 50% of this equity award consisting of performance share units ("PSUs")
under the Company's Long Term Incentive Plan ("LTIP") applicable to executive
officers, with half of the PSUs to be earned based on the Company's relative
total shareholder return and the other half based on the Company's cumulative
operating income, in each case over a three-year performance period ending on
November 30, 2022, (ii) 30% of this equity award consisting of restricted stock
units ("RSUs"), and (iii) 20% of this equity award consisting of stock options.
Subject to continued employment, the RSUs will vest in equal installments
semi-annually over three years, with the first such vest to occur on October 1,
2020 and the remaining installments vesting every six months thereafter. Subject
to continued employment, the stock options will vest in equal installments
semi-annually over four years, with the first such vest to occur on October 1,
2020 and the remaining installments vesting every six months thereafter.
Mr. Folger's employment agreement also provides that in the event that his
employment is terminated as a result of an "Involuntary Termination" (as defined
below), he will be eligible to receive the following severance and other
benefits: (a) the payment of cash severance equal to 12 months of total target
cash compensation as of the date of termination, which will be paid over 12
months, (b) the continuation, for a period of 12 months, of benefits that are
substantially equivalent to the benefits (medical, dental, vision and life
insurance) that were in effect immediately prior to termination, and (c) 12
months of acceleration of unvested stock options and RSUs. No PSUs (including
PSUs under the LTIP), and no other RSUs (except those described above), will
vest or be accelerated.
Receipt of the severance and benefits is subject to the execution of a standard
separation and release agreement, which will also include non-competition and
related covenants. The non-competition covenant will be in effect for the
duration of the period in which severance and other benefits are paid. The
non-competition covenant relates to certain businesses with similar product
areas and activities as the Company.
The Company and Mr. Folger also entered into an Employee Retention and
Motivation Agreement (the "ERMA"), effective as of January 31, 2020, which
provides that, immediately following a change in control (as defined in the
ERMA), Mr. Folger will be entitled to (a) 12 months of acceleration of unvested
stock options and RSUs, subject to certain exceptions and (b) the payment of his
annual target cash bonus on a pro-rata basis with respect to the elapsed part of
the relevant fiscal year. The ERMA also provides that, if Mr. Folger's
employment is terminated as a result of an Involuntarily Termination within 12
months following a change in control, he will be entitled to receive the
following compensation and benefits: (a) a lump sum payment equal to 15 months
of his total target cash compensation, (b) the continuation, for a period of 15
months, of benefits that are substantially equivalent to the benefits (medical,
dental, vision and life insurance) that were in effect immediately prior to
termination, and (c) 12 months of acceleration of unvested stock options and
RSUs.
An "Involuntary Termination" is defined in both the employment agreement and the
ERMA as a termination of employment by the Company other than for "Cause" (as
defined in the agreements), disability or death or a termination by Mr. Folger
as a result of certain events occurring without his consent such as an
assignment to him of duties, a significant reduction of his duties, either of
which is materially inconsistent with his position prior to the assignment or
reduction, or the removal of Mr.


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Folger from such position, a material reduction in Mr. Folger's base salary or
target bonus, a relocation of Mr. Folger to a facility or location more than
fifty miles from his then present location or a material breach of the
employment agreement by the Company.
The foregoing descriptions of Mr. Folger's employment agreement and Mr. Folger's
ERMA are qualified in their entirety by reference to the full text of such
agreements, which are filed as Exhibits 10.1 and 10.2 to this Form 8-K,
respectively, and are incorporated by reference herein.
Except as described above, there are no arrangements or understandings between
Mr. Folger and any other person pursuant to which he was appointed to his new
position. There are no family relationships between Mr. Folger and any of the
Company's directors or executive officers, nor is the Company aware, after
inquiry of Mr. Folger, of any related-person transaction or series of
transactions required to be disclosed under the rules of the Securities and
Exchange Commission.
Mr. Jalbert's Retirement
Following Mr. Jalbert's retirement as Chief Financial Officer, Mr. Jalbert will
remain with the Company until April 2, 2020 in order to assist Mr. Folger in the
transition. Pursuant to a Transition Letter, dated January 16, 2020, between Mr.
Jalbert and the Company, during the period beginning February 1, 2020 and ending
April 2, 2020, the Company will pay Mr. Jalbert a base salary of $10,000 per
month for his services, Mr. Jalbert will continue to participate in the benefit
arrangements of the Company and Mr. Jalbert's unvested equity awards will
continue to vest in accordance with the terms and conditions of such awards.
Additionally, all unvested stock options and unvested restricted stock units
held by Mr. Jalbert that would otherwise vest on October 1, 2020 will accelerate
and become fully exercisable as of April 2, 2020. No other PSUs (including PSUs
under the LTIP), RSUs or stock options (except those described above) will vest
or be accelerated.

Item 7.01 Regulation FD Disclosure.

On January 16, 2020, the Company issued a press release announcing the retirement of Mr. Jalbert and the appointment of Mr. Folger, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.      Description
10.1*              Employment Agreement, dated January 16, 2020, by and between
                 Progress Software Corporation and Anthony Folger
                   Employee Retention and Motivation Agreement, effective
10.2             January 31, 2020, by and between Progress Software Corporation
                 and Anthony Folger
99.1               Press Release issued by Progress Software Corporation dated
                 January 16, 2020
104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document)

* Pursuant to Item 601(a)(5) of Regulation S-K, exhibits and schedules to this Exhibit have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

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