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1.	To elect seven directors to serve until the annual meeting of stockholders held in 2016 and until their respective successors are elected and qualified;

2.	To hold an advisory vote on the compensation of our named executive officers;

3.	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2015;

4.	To approve the reincorporation of the company from Massachusetts to Delaware; and

5.	To transact any other business as may properly come before the annual meeting and any adjournment or postponement of that meeting.

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1.	To elect seven directors to serve until the annual meeting of stockholders held in 2016 and until their respective successors are elected and qualified;

2.	To hold an advisory vote on the compensation of our named executive officers;

3.	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2015;

4.	To approve the reincorporation of the company from Massachusetts to Delaware; and

5.	To transact any other business as may properly come before the annual meeting and any adjournment or postponement of that meeting.

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•	elect the seven directors nominated by our Board of Directors;

•	approve the advisory vote on the compensation of our named executive officers;

•	approve the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2015; and

•	approve the reincorporation of the company from Massachusetts to Delaware.

•	FOR proposal one — elect the seven nominees to the Board of Directors.

•	FOR proposal two — approve the advisory vote on the compensation of our named executive officers.

•	FOR proposal three — approve the ratification of the selection of Deloitte &Touche LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2015.

•	FOR proposal four — approve the reincorporation of the company from Massachusetts to Delaware.

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(1)	Member of Audit Committee

(2)	Member of Nominating and Corporate Governance Committee

(3)	Member of Compensation Committee

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•	appointed the independent registered public accounting firm;

•	reviewed with our independent registered public accounting firm the scope of the audit for the year and the results of the audit when completed;

•	reviewed the independent registered public accounting firm’s fees for services performed;

•	reviewed with management and the independent registered public accounting firm the annual audited financial statements and the quarterly financial statements, prior to the filing of reports containing those financial statements with the SEC;

•	reviewed with management our major financial risks and the steps management has taken to monitor and control those risks; and

•	reviewed with management various matters related to our internal controls.

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•	oversees our overall executive compensation structure, policies and programs;

•	administers our equity-based plans;

•	reviews, and recommends to our Board of Directors for its approval, the compensation of our Chief Executive Officer;

•	reviews and determines the compensation of all direct reports of the Chief Executive Officer;

•	reviews and makes recommendations to our Board of Directors regarding the compensation of our directors; and

•	is responsible for producing the annual report included in this proxy statement.

•	is responsible for identifying qualified candidates for election to our Board of Directors and recommending nominees for election as directors at the annual meeting;

•	assists in determining the composition of our Board of Directors and its committees;

•	assists in developing and monitoring a process to assess the effectiveness of our Board of Directors;

•	assists in developing and reviewing succession plans for our senior management, including the Chief Executive Officer; and

•	assists in developing and implementing our Corporate Governance Guidelines.

•	at least five years of business experience;

•	no identified conflicts of interest as a prospective director of our company;

•	no convictions in a criminal proceeding (aside from traffic violations) during the five years prior to the date of selection; and

•	willingness to comply with our Code of Conduct and Finance Code of Professional Ethics.

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•	Whether the nominee has direct experience in the software industry or in the markets in which we operate.

•	Whether the nominee, if elected, assists in achieving a mix of members on our Board of Directors that represents a diversity of background, experience, skills, ages, race and gender.

•	the name and address of record of the stockholder;

•	a representation that the stockholder is a record holder of our common stock, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act;

•	the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;

•	a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications described above;

•	a description of all arrangements or understandings between the stockholder and the proposed director candidate; and

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•	any other information regarding the proposed director candidate that is required to be included in a proxy statement filed under SEC rules.

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•	The Audit Committee is primarily responsible for overseeing risk management as it relates to our financial condition, financial statements, financial reporting process, internal controls and accounting matters. The Audit Committee also assists our Board of Directors in fulfilling its oversight responsibilities with respect to conflict of interest issues that may arise.

•	The Compensation Committee is responsible for overseeing our overall compensation practices, policies and programs and assessing the risks arising from those policies and programs.

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•	The Nominating and Corporate Governance Committee considers risks related to corporate governance, including evaluating and considering evolving corporate governance best practices and director and management succession planning.

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•	Audit Committee - $25,000 for the Chairman and $20,000 for the other members;

•	Compensation Committee - $20,000 for the Chairman and $15,000 for the other members; and

•	Nominating and Corporate Governance Committee - $12,500 for the Chairman and $10,000 for the other members.

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(1)	Represents RSUs issued to the named directors electing to receive RSUs in the following amounts:

(2)	Represents the grant date fair value of RSUs granted on March 31, 2014. The grant date fair value is equal to the number of RSUs granted multiplied by $21.80, the closing price on the date of grant. In the case of Mr. Egan, also includes the fair value of deferred stock units that vested during 2014.

(3)	Mr. Egan elected to receive 25% of the equity compensation portion of his annual retainer in the form of stock options. As a result, Mr. Egan was granted an option to purchase 8,403 shares of our common stock with an exercise price of $21.80 on March 31, 2014, which became fully exercisable on December 1, 2014. The aggregate grant date fair value of these options was approximately $50,000.

(4)

Represents the grant date fair value of options granted on March 31, 2014. The grant date fair value of our options is equal to the number of shares subject to the option by the fair value of our options on the date of grant determined by using the Black-Scholes option valuation model. The Black-Scholes value of our options on March 31, 2014 was $5.95. The methodology and assumptions used to calculate the Black-Scholes value of our options are described in Note 12 of the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended November 30, 2014.

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(1)

Represents fees billed for each of the last two fiscal years for professional services rendered for the audit of our annual financial statements included in Form 10-K and reviews of financial statements included in our interim filings on Form 10-Q, as well as statutory audit fees related to our wholly-owned foreign subsidiaries. In accordance with the policy on Audit Committee pre-approval, 100% of audit services provided by the independent registered public accounting firm are pre-approved.

(2)	Includes fees primarily for tax services. In accordance with the policy on Audit Committee pre-approval, 100% of tax services provided by the independent registered public accounting firm are pre-approved.

(3)	Represents fees billed for due diligence services in connection with the acquisition of Telerik AD.

(4)	Represents fees billed for the subscription to an online accounting research tool.

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•	Request for approval of services at a meeting of the Audit Committee; or

•	Request for approval of services by the Chairman of the Audit Committee and then the approval by the full committee at the next meeting of the Audit Committee.

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•	the development in Delaware over the last century of a well-established body of case law construing the DGCL, which provides businesses with a greater measure of predictability than exists in any other jurisdiction;

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•	the certainty afforded by the well-established principles of corporate governance under Delaware law are of benefit to us and our stockholders and should assist us in continuing to attract and retain outstanding directors and officers;

•	Delaware law itself, which is generally acknowledged to be the most advanced and flexible corporate statute in the country;

•	the Delaware Court of Chancery, which brings to its handling of complex corporate issues a level of experience, a speed of decision and a degree of sophistication and understanding unmatched by any other court in the country; and

•	the Delaware General Assembly, which each year considers and adopts statutory amendments that are designed to meet changing business needs.

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•	Philip M. Pead, our Chief Executive Officer;

•	Chris E. Perkins, our Chief Financial Officer;

•	John P. Goodson, our Senior Vice President, Chief Product and Technology Officer;

•	Andrew E. Zupsic, who served as our Senior Vice President, Global Field Operations until September 1, 2014;

•	Karen Tegan Padir, our President, Application Development and Deployment Business Unit; and

•	Antonio J. Aquilina, our Senior Vice President, Strategy and Corporate Development.

•

Introducing the Progress Pacific PaaS, that seamlessly brings together intelligent workflows, business logic, deployment options and data sources and is composed of existing and new product assets. In May 2014, we released a new version of our Pacific PaaS that dramatically simplifies and accelerates the way web and mobile applications are built and deployed and makes cloud-based data integration easier and more self-service than ever.  This new release incorporated Easyl, a data analysis tool that simplifies the process of accessing, blending, and reporting on organizational data, and Rollbase Mobile, our rapid application development solution with unique features for creating and deploying enterprise-class mobile and web applications significantly faster than traditional development methods.

•	Making key acquisitions designed to add to our foundation for future growth. In May 2014, we acquired Modulus, a PaaS provider offering a platform for easily hosting, deploying, scaling and monitoring data-intensive, real-time applications using powerful, rapidly growing Node.js and MongoDB technologies. In December 2014, we acquired Telerik, a leading provider of application

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•

Renewing our commitment to our core product, OpenEdge. In 2014, we continued to provide our large base of OpenEdge partners and customers with the products they need to thrive. In late 2014, we released the Pacific Application Server for OpenEdge product which provides an enterprise-class web/application server that simplifies the task of creating, deploying and operating business applications. This is the latest release for our core product, to which we have added more new features during the past two years than in the previous five years. In October 2014, we acquired BravePoint, a leading provider of OpenEdge consulting, training and application development services designed to increase customers' profitability and competitiveness through the use of technology. The acquisition of BravePoint significantly extends our services capabilities and enhances our ability to quickly enable our partners and customers to modernize their applications, enabling them to remain competitive in their markets.

•

Restructuring our organization and the way we go to market, how we implement product roadmaps and how we operate and report our financial results. In September 2014, we began operating as three distinct business units: OpenEdge, Data Connectivity and Integration, and Application Development and Deployment, each with dedicated sales, product management and product marketing functions. These changes enable us to better deliver against the fast paced requirements in the on-premise and cloud application development and data connectivity and integration markets.

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•	Significant Percentage of Target Pay is Performance-Based. Over 60% of our named executive officers’ target compensation was performance-based for 2014.

•	Rigorous Performance Goals. Our 2014 annual cash and share incentive programs required achievement of financial objectives that were designed to ensure that no payout would occur unless we achieved growth in the financial objectives over the prior fiscal year and at a level in excess of 90% of our annual operating plan and budget.

•

No Payout for Performance Below Target. Based on our achievement of $327 million of revenue against a target of $349 million, and $122 million of adjusted non-GAAP operating income against the target of $128 million, our named executive officers did not receive any portion of their annual cash bonus and none of the performance-based equity they were awarded relating to 2014 performance was earned.

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(1)

Total Target Compensation is defined as the sum of (a) base salary, (b) target bonus, (c) the value of restricted stock units awarded equal to the number of RSUs granted multiplied by the closing price of our stock on the grant date, (d) the value of the performance share units awarded relating to 2014 performance equal to the number of PSUs granted multiplied by the closing price of our stock on the grant date, and (e) the value of the PSUs awarded under the Long Term Incentive Plan equal to the number of PSUs granted multiplied by the closing price of our stock on the grant date.

(2)

Total Earned/Still Earnable Compensation is defined as the sum of (a) base salary, (b) the value of restricted stock units awarded equal to the number of RSUs granted multiplied by the closing price of our stock on the grant date, and (c) the value of the PSUs awarded under the Long Term Incentive Plan equal to the number of PSUs granted multiplied by the closing price of our stock on the grant date. No bonuses were paid in 2014 and none of the PSUs relating to 2014 performance were earned. We included the value of the PSUs under the Long Term Incentive Plan in the Total Earned/Still Earnable Compensation even though the Long Term Incentive Plan is based on a three-year performance period and, as a result, none of the PSUs can be earned until the performance period closes at the end of our 2016 fiscal year.

•	the use of one-year performance periods for our performance-based equity that were identical to the goals used in our annual cash bonus program;

•	the size and terms of the new hire awards issued to executives who joined our company in 2012 and 2013; and

•	the fact that certain former executives who abruptly departed in 2012 and 2013 realized partial gains from time-based new hire awards before departing.

•	Maintaining the same approach for long-term performance-based equity awards granted in January 2015. These awards are eligible to vest based on our total stockholder return over a three-year performance period.

•	Decreasing the proportion of performance-based equity subject to annual performance criteria for all named executive officers, with Mr. Pead’s annual award being reduced by two-thirds.

•	Increasing the proportion of total target compensation that is performance-based.

•	Adopting different performance metrics for the annual performance-based equity awards from those used under our annual cash bonus plan.

•	Designing our 2015 annual bonus plan so that no payout would occur unless we achieve financial objectives that are over 95% of our aggressive 2015 operating plan and budget and capping the maximum payout that can occur under the bonus plan at 150% of target.

•	Adopting a “clawback” policy.

•	Committing that any new hire equity awards issued to executives will be at least 60% performance-based and within market guidelines.

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•	Pay for performance (page 43)

•	Grant performance-based equity awards with performance measures that span up to three years (page 45)

•	Use a balanced mix of fixed and variable cash incentives and long-term equity (page 45)

•	Maintain stock ownership guidelines (page 47)

•	Maintain a compensation recovery (or “clawback”) policy (page 48)

•	Limit payments and benefits following a change in control of our company to situations involving an involuntary termination of employment (a so-called “double trigger” arrangement) (page 48)

•	Design our annual incentive plans so that payout of awards does not occur if we fail to achieve growth in the applicable financial metrics over the prior year and if we do not achieve at least 90% of our annual operating plan and budget (page 44)

•	Cap the amounts our executives can earn under our annual incentive plans (page 50)

•	Aim to mitigate the potential dilutive effect of equity awards and to return capital to stockholders through a share repurchase program

•	We don’t provide perquisites or other personal benefits that are not available to all of our employees (page 48)

•	We don’t allow unvested and unexercised equity awards to be transferred

•	We don’t guarantee salary increases or non-performance-based bonuses (page 43)

•	We don’t provide excise tax gross-ups upon a change in control of our company (page 49)

•	We don’t allow hedging transactions or pledging of company stock by directors and executive officers (page 47)

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(1)

Represents the grant date fair value of performance share units, which is equal to the number of PSUs granted at target performance multiplied by the closing price of our stock on the grant date. Upon issuance, these PSUs were subject to one-year performance metrics followed by additional time-based vesting. See the “Executive Compensation--Grants of Plan-Based Awards Table” for further detail regarding these awards.

(2)	Represents the number of PSUs granted at target performance multiplied by the closing price of our stock on the date awarded. These PSUs were issued under our Long Term Incentive Plan and are subject to three-year performance metrics. See the “Executive Compensation--Grants of Plan-Based Awards Table” for further detail regarding these awards.

(3)	Represents the grant date fair value of RSUs. The grant date fair value of RSUs is equal to the number of RSUs granted multiplied by the closing price of our stock on the grant date. See the “Executive Compensation--Grants of Plan-Based Awards Table” for further detail regarding these awards.

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•	In light of the addition of the Long Term Incentive Plan, the size of the annual equity awards was reduced so that the value of the awards approximated the 50th percentile among our peer companies.

•	The proportion of equity compensation awarded in the form of PSUs was increased from 40% to 50%.

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•	A detailed planning process with executive or Compensation Committee oversight exists for all compensation programs.

•	The proportion of an employee’s performance-based pay increases as the responsibility and potential impact of the employee’s position increases, which structure is in line with market practices.

•	Compensation consists of both fixed and variable components. The fixed portion (i.e., base salary) and variable portion (i.e., performance-based bonus and equity awards) provide a mix of compensation intended to produce corporate performance without encouraging excessive risks.

•	We set performance goals that we believe are aggressive and consistent with building long-term shareholder value.

•	We use consistent corporate performance metrics from year-to-year rather than changing the metric to take advantage of changing market conditions.

•	Our short-term incentive plans are capped as to the maximum potential payout, which we believe mitigates excessive risk taking by limiting bonus payments even if we dramatically exceed the performance targets.

•	We use a combination of PSUs and RSUs for equity awards because RSUs retain value even in a depressed market, which makes our executives less likely to take unreasonable risks to earn PSU awards or get, or keep, stock options “in-the-money.”

•	The time-based vesting for RSUs (including a portion of PSU awards earned) ensures that our executives' interests align with those of our stockholders for the long-term performance of our company.

•	Assuming achievement of at least a minimum level of performance, payouts under our performance-based plans result in some compensation at levels below full target achievement, rather than an “all-or-nothing” approach.

•	In accordance with our written stock option grant policy, all equity grants must occur at a meeting of the Compensation Committee and management has no authority to issue equity.

•	The Compensation Committee retains and does not delegate any of its power to determine matters of executive compensation.

•	We maintain a system of controls and procedures designed to ensure that amounts are earned and paid in accordance with our plans and programs.

•	We do not allow our executives and directors to hedge their exposure to ownership of, or interest in, our stock. We also do not allow them to engage in speculative transactions with respect to our stock.

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(a)	Mr. Pead, who served as Chief Executive Officer during 2014.

(b)	Mr. Perkins, who served as our Chief Financial Officer during 2014.

(c)	Mr. Goodson, Mr. Aquilina and Ms. Padir, who were our three other most highly compensated executive officers.

(d)	Mr. Zupsic, who would have been one of our three other most highly compensated executive officers had his employment not terminated on September 1, 2014.

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(1)

These amounts do not reflect the actual economic value realized by the named executive officer. In accordance with FASB ASC Topic 718, we estimate the fair value of each stock-based award on the measurement date using either the current market price of the stock or the Monte Carlo Simulation valuation model, assuming the probable outcome of related performance conditions at target levels. For 2014, these amounts do not include the performance share units relating to 2014 performance because those amounts were not ultimately earned. See the description of our 2014 Annual Equity Program described in “Compensation Discussion and Analysis” in this proxy statement.

(2)

Represents the grant date fair value of options on the date of grant. The grant date fair value of our options is equal to the number of shares subject to the option multiplied by the fair value of our options on the date of grant determined using the Black-Scholes option valuation model. The methodology and assumptions used to calculate the Black-Scholes value of our options are described in Note 12 of the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended November 30, 2014.

(3)	The amounts listed reflect the amounts earned under our corporate bonus plan as described in “Compensation Discussion and Analysis” in this proxy statement. For all individuals, bonus payments were accrued and earned in the year indicated and paid in the succeeding fiscal year. As described in “Compensation Discussion and Analysis,” no bonus payments were earned relative to 2014 performance.

(4)	Amounts listed in this column for 2014 include:

(5)

Mr. Pead became our Executive Chairman on October 8, 2012 and our Interim Chief Executive Officer on November 2, 2012. On December 7, 2012, Mr. Pead became our President and Chief Executive Officer. From and after the date of his appointment as Executive Chairman, Mr. Pead was no longer eligible to receive compensation paid to our non-employee directors. The amount shown in the Stock Awards column for 2013 with respect to Mr. Pead includes the grant date fair value of 1,480 RSUs Mr. Pead was awarded in January 2013 in connection with his service as Executive Chairman.

(6)	Mr. Perkins became our Chief Financial Officer on February 1, 2013. The amounts shown for Mr. Perkins in 2013 are base salary and non-equity incentive plan compensation for the period from February 1, 2013 until November 30, 2013.

(7)

On April 2, 2012, Mr. Zupsic became our Senior Vice President, Global Field Operations. The amounts shown for Mr. Zupsic in 2012 are base salary and non-equity incentive plan compensation for the period of April 2, 2012 until November 30, 2012. On September 1, 2014, Mr. Zupsic’s employment with our company terminated. The amounts shown for Mr. Zupsic in 2014 are base salary and non-equity incentive plan compensation for the period from December 1, 2013 until August 31, 2014. The amount shown in the Summary Compensation Table under “All Other Compensation” applicable to Mr. Zupsic is severance paid to him between September 1, 2014 and November 30, 2014 pursuant to the terms of the severance agreement we entered into with Mr. Zupsic in connection with his termination of employment. See “Severance and Change in Control Agreements.”

(8)	Ms. Padir was not a named executive officer in fiscal 2013 or 2012.

(9)

Mr. Aquilina became Senior Vice President, Strategy and Corporate Development on January 9, 2012. The amounts shown for Mr. Aquilina in 2012 are base salary and non-equity incentive plan compensation for the period of January 9, 2012 until November 30, 2012. The amount shown for Mr. Aquilina under the “Bonus” column includes a new hire signing bonus of $75,000 in connection with his commencement of employment and a special one-time cash bonus of $35,000 paid to Mr. Aquilina in November 2012 in connection with the completion of substantially all of the divestitures of the non-core product lines.

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(1)	These columns indicate the range of payouts targeted for 2014 performance under our corporate bonus plan as described in “Compensation Discussion and Analysis” in this proxy statement. The actual payout with respect to 2014 for each named executive officer is shown in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”

(2)	The second row of these columns with respect to each named executive officer indicates the range of payouts with respect to performance share units subject to 2014 performance criteria and subsequent time-based restrictions. These performance shares units could be earned only to the extent the established criteria were met.

(3)	The third row of these columns with respect to each named executive officer represents performance share units awarded under our Long Term Incentive Plan. These columns show the performance share units that could be earned at threshold, target and maximum levels of performance. If we do not achieve the threshold performance metric, zero

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(4)	Represents RSUs that vest, so long as the executive continues to be employed with us, in six equal installments over three years beginning approximately six months after date of issuance. Dividends are not payable on unvested RSUs.

(5)	Represents the grant date fair value of the award, which is equal to the number of RSUs granted multiplied by the closing price of our stock on the grant date. In the case of PSUs, represents the number of PSUs granted at target performance multiplied by the closing price of our stock on the date awarded. The closing price of our stock on January 13, 2014 was $23.83.

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(1)	The unvested shares shown in this column are RSU awards that are subject to time-based vesting and PSU awards that are subject to performance-based and time-based vesting. Excluded from the unvested shares column are the performance share units relating to 2014 performance because those amounts were not ultimately earned.

(2)	The market value of unvested RSUs and PSUs was calculated as of November 28, 2014 based on closing price of our common stock on NASDAQ of $25.79.

(3)	This option vests 8/60ths on the date of grant, with the remainder vesting in 52 monthly increments commencing on November 1, 2008.

(4)	This option vests 3/60ths on the date of grant, with the remainder vesting in 57 monthly increments commencing on June 1, 2009.

(5)	This option vests 8/60ths on the date of grant, with the remainder vesting in 52 monthly increments commencing on November 1, 2009.

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(6)	This option vests 2/60ths on the date of grant, with the remainder vesting in 58 monthly increments commencing on May 1, 2010.

(7)	This option vests 2/48ths on the date of grant, with the remainder vesting in 46 monthly increments commencing on May 1, 2011.

(8)	This option vests in 42 equal semiannual installments commencing on August 1, 2012.

•	the payment of cash severance equal to 18 months of total target cash compensation as of the date of termination, which will be paid over 18 months;

•	the continuation, for a period of 18 months, of benefits that are substantially equivalent to the benefits (medical, dental and vision) that were in effect immediately prior to termination; and

•	18 months of acceleration of unvested stock options and RSUs.

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•	the payment of his annual target cash bonus on a pro-rata basis with respect to the elapsed part of the relevant fiscal year; and

•	accelerated vesting of all unvested stock options and RSUs, unless the acquirer assumes all such options and restricted equity. If such outstanding stock options and shares of restricted equity held by Mr. Pead are continued by us or assumed by our successor entity, then vesting will continue in its usual course.

•	the payment of cash severance equal to 18 months of total target cash compensation as of the date of termination, which will be paid over 18 months;

•	the continuation, for a period of 18 months, of benefits that are substantially equivalent to the benefits (medical, dental and vision) that were in effect immediately prior to termination; and

•	accelerated vesting of all unvested stock options and RSUs.

•	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;

•	the continuation, for a period of 12 months, of benefits that are substantially equivalent to the benefits (medical, dental and vision) that were in effect immediately prior to termination; and

•	12 months of acceleration of unvested stock options and RSUs.

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•	the payment of cash severance equal to 12 months of his total target cash compensation as of the date of termination, which will be paid over 12 months;

•	the continuation, for a period of 12 months, of benefits that are substantially equivalent to the benefits (medical, dental and vision) that were in effect immediately prior to termination; and

•	12 months of acceleration of unvested and RSUs.

•	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;

•	the continuation, for a period of 12 months, of benefits that are substantially equivalent to the benefits (medical, dental and vision) that were in effect immediately prior to termination; and

•	12 months of acceleration of unvested stock options and RSUs.

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(1)	The amounts shown in the first column, with respect to stock options and RSUs, represent the value of certain unvested options and RSUs becoming fully vested and are calculated using the exercise price for each unvested stock option and the closing price of our common stock on November 28, 2014, which was $25.79.

(2)

In the event of a change of control, there is no accelerated vesting of options or RSUs provided that the acquirer assumes all existing, outstanding stock options and RSUs of the individual. These tables have been prepared under that assumption. However, if the acquirer does not assume all existing, outstanding stock options and RSUs of the individual, all unvested stock options and RSUs become fully vested and the value indicated in the third column would apply upon a change of control. The amounts shown in the third column are calculated using the exercise price for each unvested stock option and the closing price of our common stock on November 28, 2014, which was $25.79.

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(3)	Represents the estimated value (based on the cost as of November 30, 2014) of continuing benefits (medical, dental and vision) for:

•	18 months in the case of an involuntary termination of Mr. Pead's employment;

•	12 months in the case of an involuntary termination of employment of Messrs. Perkins, Aquilina, Goodson and Ms. Padir, other than in connection with a change in control; and

•	15 months, in the case of the third column, with respect to Messrs. Perkins, Aquilina, Goodson and Ms. Padir.

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•	by each person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock;

•	by each director of our company;

•	by each of the named executive officers and

•	by all directors and executive officers of our company as a group.

(1)

All persons named in the table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws where applicable and subject to the other information contained in the footnotes to this table. Unless otherwise noted the address of such person is c/o Progress Software Corporation, 14 Oak Park, Bedford, Massachusetts 01730.

(2)	Derived from Schedule 13G/A filed on January 9, 2015. The Schedule 13G/A reported that BlackRock, Inc. had sole voting power over 5,414,207 shares and sole dispositive power with respect to all shares reported.

(3)

Derived from Schedule 13D filed on February 4, 2014. The Schedule 13D reported that Praesidium, in its capacity as investment manager to certain managed accounts and investment fund vehicles on behalf of investment advisory clients, has sole power to vote 4,442,071 shares and sole power to dispose of 4,684,295 shares. Kevin Oram and Peter Uddo, as managing members of Praesidium, may be deemed to control Praesidium.

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(4)

Derived from Schedule 13G/A filed on February 13, 2015. The Schedule 13G/A reported that T. Rowe Price held sole voting power over 795,950 shares and sole dispositive power over 3,403,890 shares. According to the Schedule 13G/A, these shares are owned by various individual and institutional investors which T. Rowe Price serves as investment adviser with power to direct investments and/or sole power to vote the shares.

(5)	Derived from Schedule 13G/A filed on February 10, 2015. The Schedule 13G/A reported that The Vanguard Group held sole voting power over 75,889 shares, sole dispositive power over 3,291,636 shares and shared dispositive power over 71,339 shares.

(6)	Includes 32,381 shares issuable upon the exercise of outstanding options that are exercisable within 60 days of March 5, 2015 and 15,040 shares issuable upon vesting of RSUs that will vest within 60 days of March 5, 2015.

(7)	Includes 23,460 shares issuable upon the exercise of outstanding options that are exercisable within 60 days of March 5, 2015 and 16,420 fully vested deferred stock units.

(8)	Includes 65,048 shares issuable upon the exercise of outstanding options that are exercisable within 60 days of March 5, 2015 and 5,970 fully vested deferred stock units.

(9)	Includes 92,430 shares issuable upon the exercise of outstanding options that are exercisable within 60 days of March 5, 2015 and 18,518 shares issuable upon vesting of RSUs that will vest within 60 days of March 5, 2015.

(10)	Includes 4,630 fully vested deferred stock units.

(11)	Includes 7,705 shares issuable upon the exercise of outstanding options that are exercisable within 60 days of March 5, 2015 and 19,483 fully vested deferred stock units.

(12)	Includes 7,705 shares issuable upon the exercise of outstanding options that are exercisable within 60 days of March 5, 2015 and 5,547 fully vested deferred stock units.

(13)	Includes 162,919 shares issuable upon the exercise of outstanding options that are exercisable within 60 days of March 5, 2015 and 7,110 fully vested deferred stock units.

(14)	Includes 11,140 shares issuable upon vesting of RSUs that will vest within 60 days of March 5, 2015.

(15)	Includes 15,069 shares issuable upon the exercise of outstanding options that are exercisable within 60 days of March 5, 2015,101,573 shares issuable upon vesting of RSUs that will vest within 60 days of March 5, 2015 and 13,264 fully vested deferred stock units.

(16)	Includes 31,035 shares issuable upon vesting of RSUs that will vest within 60 days of March 5, 2015.

(17)	Includes 406,717 shares issuable upon the exercise of outstanding options that are exercisable within 60 days of March 5, 2015, 177,306 shares issuable upon vesting of RSUs that will vest within 60 days of March 5, 2015 and 72,784 fully vested deferred stock units.

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(1)	Consists of the 1992 Incentive and Nonqualified Stock Option Plan, 1994 Stock Incentive Plan, 1997 Stock Incentive Plan, 2008 Stock Option and Incentive Plan and 1991 Employee Stock Purchase Plan (ESPP).

(2)	Includes 1,489,000 restricted stock units under our 2008 Plan. Does not include purchase rights accruing under the ESPP because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.

(3)	Includes 727,000 shares available for future issuance under the ESPP.

(4)	Consists of the 2002 Nonqualified Stock Plan and the 2004 Inducement Plan described below.

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