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                                                                    Exhibit 10.3

                   EMPLOYEE RETENTION AND MOTIVATION AGREEMENT
                   (AMENDED AND RESTATED AS OF MARCH 22, 2007)

     This agreement (the "Agreement") is effective as of April 27, 2007 (the
"Agreement Date") by and between Gordon Van Huizen (the "Covered Person") and
Progress Software Corporation, a Massachusetts corporation (the "Company").

                                    RECITALS

     A. The Covered Person presently serves as an employee or officer of the
Company in a role that is important to the continued conduct of the Company's
business and operations.

     B. The Board of Directors of the Company (the "Board") has determined that
it is in the best interest of the Company and its stockholders to assure that
the Company will have the continued dedication and objectivity of the Covered
Person, notwithstanding the possibility, threat or occurrence of a Change of
Control (as defined below) of the Company.

     C. The Board believes that it is imperative to provide the Covered Person
with certain benefits following a Change of Control and certain severance
benefits upon the Covered Person's termination of employment following a Change
in Control.

     D. In order to accomplish the foregoing objectives, the Board has directed
the Company, upon execution of the Agreement by the Covered Person, to commit to
the terms provided herein.

     E. The Covered Party accepts the terms of the Agreement.

     F. Certain capitalized terms used in this Agreement are defined in Section
4 below.

     In consideration of the mutual covenants herein contained and in
consideration of the continuing employment of the Covered Person by the Company,
the parties agree as follows:

     1. Term of Employment The Company and the Covered Person acknowledge that
the Covered Person's employment is at will, as defined under applicable law,
except as may otherwise be provided under the terms of any written employment
agreement between the Company and the Covered Person, that is signed on behalf
of the Company now or hereafter in effect. If the Covered Person's employment
terminates for any reason, the Covered Person shall not be entitled to any
payments, benefits, damages, awards or compensation (collectively, "recompense")
other than the maximum recompense as provided by one of the following: (i) this
Agreement, or (ii) any written employment agreement then in effect between the
Covered Person and the Company, or (iii) the Company's existing severance
guidelines and benefit plans which are in effect at the time of termination, or
(iv) applicable statutory provisions. The provisions of this Agreement shall
terminate upon the earlier of (i) the date that all obligations of the parties
hereunder have been satisfied, or (ii) five years after the Agreement Date;
provided, however, that the term of the provisions of this Agreement may be
extended by written resolutions adopted by the Board. A termination of the
provisions of this Agreement pursuant to the preceding sentence shall be
effective for all purposes, except that such termination shall not



affect the payment or provision of compensation or benefits on account of
termination of employment occurring prior to the termination of the provisions
of this Agreement.

     2. Benefits Immediately Following Change of Control

          (a) Treatment of Outstanding Options and Restricted Equity Effective
immediately upon a Change of Control, unless the outstanding stock options and
shares of restricted equity held by the Covered Person under the Company's stock
option plans on the date of the Change of Control are continued by the Company
or assumed by its successor entity, all outstanding stock options held by the
Covered Person shall accelerate and become fully exercisable, and all shares of
restricted equity held by the Covered Person shall become nonforfeitable and all
restrictions shall lapse. If such outstanding options and shares of restricted
equity held by the Covered Person are continued by the Company or assumed by its
successor entity, then vesting shall continue in its usual course.

          (b) Payment of Management Bonus Effective immediately upon a Change of
Control, the Covered Person's annual management bonus shall be fixed at the
Covered Person's target bonus level as in effect immediately prior to the Change
of Control and the Covered Person shall be paid a pro-rated portion of such
bonus, as of the date of the Change of Control. Any payment to which the Covered
Person is entitled pursuant to this section shall be paid in a lump sum within
thirty (30) days of the event requiring such payment.

     3. Severance Benefits

          (a) Termination Following a Change of Control If the Covered Person's
employment terminates after a Change of Control, then, subject to Section 5
below, the Covered Person shall be entitled to receive severance benefits as
follows:

               (i) Involuntary Termination If the Covered Person's employment is
terminated within twelve (12) months following a Change of Control as a result
of Involuntary Termination, then the Covered Person shall be entitled to receive
a lump sum severance payment in an amount equal to fifteen (15) months of the
Covered Person's annual Target Compensation; and in addition, for a period of
fifteen (15) months after such termination, the Company shall be obligated to
provide the Covered Person with benefits that are substantially equivalent to
the Covered Person's benefits (medical, dental, vision and life insurance) that
were in effect immediately prior to the Change of Control. In addition, each
outstanding stock option held by the Covered Person which had been granted prior
to the date of the Change of Control under the Company's stock option plans
shall accelerate and become fully exercisable and all shares of restricted
equity held by the Covered Person which had been granted prior to the date of
the Change of Control under the Company's stock option plans shall become
nonforfeitable and all restrictions shall lapse. Any severance payments to which
the Covered Person is entitled pursuant to this section shall be paid in a lump
sum within thirty (30) days of the effective date of the Covered Person's
termination. For purposes of this Paragraph 3(a)(i), the term "Target
Compensation" shall mean the highest level of Target Compensation applicable to
the Covered Person from the period of time immediately prior to the Change of
Control through the effective date of the Covered Person's termination. With
respect to any taxable income that the Covered Person is deemed to have received
for federal income tax purposes by virtue of the Company


                                       2



providing continued employee benefits to the Covered Person, the Company shall
make a cash payment to the Covered Person such that the net economic result to
the Covered Person will be as if such benefits were provided on a tax-free basis
to the same extent as would have been applicable had the Covered Person's
employment not been terminated.

               Anything in this Agreement to the contrary notwithstanding, if at
the time of the Covered Person's separation from service (within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), the
Covered Person is considered a "specified employee" within the meaning of
Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Covered Person
becomes entitled to under this Agreement is considered deferred compensation
subject to interest and additional tax imposed pursuant to Section 409A(a) of
the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code,
then no such payment shall be payable prior to the date that is the earliest of
(A) six months after the Covered Person's date of termination, (B) the Covered
Person's death, or (C) such other date as will cause such payment not to be
subject to such interest and additional tax. The parties agree that this
Agreement may be amended, as reasonably requested by either party and as may be
necessary to comply fully with Section 409A of the Code and all related rules
and regulations in order to preserve the payments and benefits provided
hereunder without additional cost to either party.

               (ii) Voluntary Resignation If the Covered Person's employment
terminates by reason of the Covered Person's voluntary resignation (and is not
an Involuntary Termination), then the Covered Person shall not be entitled to
receive any severance payments or other benefits except for such benefits (if
any) as may then be established under the Company's then existing severance
guidelines and benefit plans at the time of such termination.

               (iii) Disability; Death If the Company terminates the Covered
Person's employment as a result of the Covered Person's Disability, or such
Covered Person's employment is terminated due to the death of the Covered
Person, then the Covered Person shall not be entitled to receive any severance
payments or other benefits except for those (if any) as may then be established
under the Company's then existing severance guidelines and benefit plans at the
time of such Disability or death.

               (iv) Termination for Cause If the Company terminates the Covered
Person' employment for Cause, then the Covered Person shall not be entitled to
receive any severance payments or other benefits following the date of such
termination, and the Company shall have no obligation to provide for the
continuation of any health and medical benefit or life insurance plans existing
on the date of such termination, other than as required by law.

          (b) Termination Other than in Connection with Change of Control If the
Covered Person's employment is terminated for any reason either prior to the
occurrence of a Change of Control or after the twelve (12) month period
following a Change of Control, then the Covered Person shall be entitled to
receive severance and any other benefits only as may then be established under
the Company's existing severance guidelines and benefit plans at the time of
such termination.


                                       3



     4. Definition of Terms The following terms referred to in this Agreement
shall have the following meanings:

          (a) Change of Control "Change of Control" shall mean the occurrence of
any of the following events:

               (i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company's then outstanding
voting securities, whether by tender offer, or otherwise; or

               (ii) A change in the composition of the Board, as a result of
which fewer than a majority of the directors are Incumbent Directors. "Incumbent
Directors" shall mean directors who either (A) are directors of the Company as
of the Agreement Date, or (B) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the directors of the
Company as of the Agreement Date, at the time of such election or nomination
(but shall not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election
of directors to the Company); or

               (iii) The consummation of a merger or consolidation of the
Company with any other entity, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty percent
(50%) of the total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately prior thereto
representing less than fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; but the Company is clearly the
acquirer considering the totality of the circumstances, including such factors
as whether the president of the Company will continue as president of the
Company or the surviving entity, the majority of the directors of the Company or
the surviving entity will be Incumbent Directors, substantially all of the
executive officers of the Company will be retained, etc., all as determined
immediately prior to the consummation of the merger or consolidation by the
Incumbent Directors.

               (iv) The liquidation of the Company; or the sale or disposition
by the Company of all or substantially all of the Company's assets.

          (b) Involuntary Termination "Involuntary Termination" shall mean (i)
without the Covered Person's express written consent, the assignment to the
Covered Person of any duties or the significant reduction of the Covered
Person's duties, either of which is materially inconsistent with the Covered
Person's position with the Company and responsibilities in effect immediately
prior to such assignment, or the removal of the Covered Person from such
position and responsibilities, which is not effected for Disability or for
Cause; (ii) a material reduction by the Company in the base salary and/or bonus
of the Covered Person as in effect immediately prior to such reduction; (iii) a
material reduction by the Company in the


                                       4



kind or level of employee benefits to which the Covered Person is entitled
immediately prior to such reduction with the result that the Covered Person's
overall benefit package is significantly reduced; (iv) the relocation of the
Covered Person to a facility or a location more than fifty (50) miles from the
Covered Person's then present location, without the Covered Person's express
written consent; (v) any purported termination of the Covered Person by the
Company which is not effected for death or Disability or for Cause, or any
purported termination for Cause for which the grounds relied upon are not valid;
or (vi) the failure of the Company to obtain, on or before the Change of
Control, the assumption of the terms of this Agreement by any successors
contemplated in Section 7 below. An Involuntary Termination shall be effective
upon written notice by the Covered Person.

          (c) Cause "Cause" shall mean (i) any act of personal dishonesty taken
by the Covered Person in connection with his or her responsibilities as an
employee and intended to result in substantial personal enrichment of the
Covered Person, (ii) the conviction of a felony, (iii) a willful act by the
Covered Person which constitutes gross misconduct and which is injurious to the
Company, and (iv) continued violations by the Covered Person of the Covered
Person's obligations as an employee of the Company which are demonstrably
willful and deliberate on the Covered Person's part after there has been
delivered to the Covered Person a written demand for performance from the
Company which describes the basis for the Company's belief that the Covered
Person has not substantially performed his or her duties.

          (d) Disability "Disability" shall mean that the Covered Person has
been unable to perform his or her duties as an employee of the Company as the
result of incapacity due to physical or mental illness, and such inability, at
least twenty-six (26) weeks after its commencement, is determined to be total
and permanent by a physician selected by the Company or its insurers and
acceptable to the Covered Person or the Covered Person's legal representative
(such agreement as to acceptability not to be unreasonably withheld).
Termination resulting from Disability may only be effected after at least thirty
(30) days' written notice by the Company of its intention to terminate the
Covered Person's employment. In the event that the Covered Person resumes the
performance of substantially all of his or her duties as an employee of the
Company before termination of his or her employment becomes effective, the
notice of intent to terminate shall automatically be deemed to have been
revoked.

          (e) Target Compensation "Target Compensation" shall mean the total of
all fixed and variable cash compensation due a Covered Person based upon one
hundred percent (100%) attainment of performance levels.

     5. Limitation on Payments In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Covered
Person (i) constitute "parachute payments" within the meaning of Section 280G of
the Code and (ii) but for this Section 5, would be subject to the excise tax
imposed by Section 4999 of the Code (the "Excise Tax"), then the Covered
Person's severance benefits under Section 3(a)(i) shall be either

               (i) delivered in full, or

               (ii) delivered as to such lesser extent which would result in no
portion of such severance benefits subject to the Excise Tax,


                                       5



whichever of the foregoing amounts, taking into account the applicable federal,
state and local income taxes and the Excise Tax, results in the receipt by the
Covered Person on an after tax basis, of the greatest amount of severance
payments and benefits, notwithstanding that all or some portion of such
severance payments and benefits may be taxable under Section 4999 of the Code.
Unless the Company and the Covered Person otherwise agree in writing, any
determination required under this Section 5 shall be made in writing in good
faith by the accounting firm serving the Company's independent public
accountants immediately prior to the Change of Control (the "Accountants") in
good faith consultation with the Covered Person. In the event of a reduction in
benefits hereunder, the Covered Person shall be given the choice of which
benefits to reduce. For purposes of making the calculations required by this
Section 5, the Accountants may make reasonable assumptions and approximations
concerning the application taxes and may rely on reasonable good faith
interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and the Covered Person shall furnish to the Accountants such
information and documents as the Accountants may reasonable request in order to
make a determination under this Section. The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section 5.

     6. Remedy If Covered Person's benefits are reduced to avoid the Excise Tax
pursuant to Section 5 hereof and notwithstanding such reduction, the IRS
determines that the Covered Person is liable for the Excise Tax as a result of
the receipt of severance benefits from the Company, then Covered Person shall be
obligated to pay to the Company (the "Repayment Obligation") an amount of money
equal to the "Repayment Amount." The Repayment Amount shall be the smallest such
amount, if any, as shall be required to be paid to the Company so that the
Covered Person's net proceeds with respect to his or her severance benefits
hereunder (after taking into account the payment of the Excise Tax imposed on
such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment
Amount shall be zero if a Repayment Amount of more than zero would not eliminate
the Excise Tax. If the Excise Tax is not eliminated through the performance of
the Repayment Obligation, the Covered Person shall pay the Excise Tax. The
Repayment Obligation shall be discharged within thirty (30) days of either (i)
the Covered Person entering into a binding agreement with the IRS as to the
amount of Excise Tax liability, or (ii) a final determination by the IRS or a
court decision requiring the Covered Person to pay the Excise Tax from which no
appeal is available or is timely taken.

     7. Successors

          (a) Company's Successors Any successor to the Company (whether direct
or indirect and whether by purchase, lease, merger, consolidation, liquidation
or otherwise) or to all or substantially all of the Company's business and/or
assets shall assume the obligations under this Agreement and agree expressly to
perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the
absence of a succession. For all purposes under this Agreement, the term
"Company" shall include any successor to the Company's business and/or assets
which executes and delivers the assumption agreement described in this
subsection (a) which becomes bound by the terms of this Agreement by operation
of law.


                                       6



          (b) Covered Person's Successors The terms of this Agreement and all
rights of the Covered Person's hereunder shall inure to the benefit of, and be
enforceable by, the Covered Person's personal or legal representatives,
executors, administrators, successors, heirs, distributes, devisees and
legatees.

     8. Notice

          (a) General Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. registered or certified mail, return
receipt requested and postage prepaid. In the case of the Covered Person, mailed
notices shall be addressed to him or her at the home address which he or she
most recently communicated to the Company in writing. In the case of the
Company, mailed notices shall be addressed to its corporate headquarters, and
all notices shall be directed to the attention of its General Counsel.

          (b) Notice of Termination by the Company Any termination by the
Company of the Covered Person's employment with the Company at any time
following a Change of Control shall be communicated by notice of termination to
the Covered Person at least five (5) days prior to the date of such termination,
given in accordance with Section 8(a) of this Agreement. Such notice shall
specify the termination date and whether the termination is considered by the
Company to be for Cause as defined in Section 4(c) in which case the Company
shall identify the specific subsection(s) of Section 4(c) asserted by the
Company as the basis for the termination and shall set forth in reasonable
detail the facts and circumstances relied upon by the Company in categorizing
the termination as for Cause.

          (c) Notice by Covered Person of Involuntary Termination by the Company
In the event the Covered Person determines that an Involuntary Termination has
occurred at any time following a Change of Control, the Covered Person shall
give written notice that such Involuntary Termination has occurred as set forth
in this Section 8(c). Such notice shall be delivered by the Covered Person to
the Company in accordance with Section 8(a) of this Agreement within ninety (90)
days following the date on which such Involuntary Termination has occurred (or,
if such Involuntary Termination occurred as a result of more than one event set
forth in Section 4(b), within ninety (90) days following the earliest of such
events), shall indicate the specific provision or provisions in this Agreement
upon which the Covered Person relied to make such determination and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for such determination. The failure by the Covered Person to include in
the notice any fact or circumstance which contributes to a showing of
Involuntary Termination shall not waive any right of the Covered Person
hereunder or preclude the Covered Person from asserting such fact or
circumstance in enforcing his or her rights hereunder.

     9. Miscellaneous Provisions

          (a) No Duty to Mitigate The Covered Person shall not be required to
mitigate the amount of any payment contemplated by this Agreement (whether by
seeking new employment or in any other manner), nor shall any such payment be
reduced by any earnings that the Covered Person may receive from any other
source.


                                       7



          (b) Waiver No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed in writing and
signed by the Covered Person and by an authorized officer of the Company (other
than the Covered Person). No waiver by either party of any breach of, or
compliance with, any condition or provision of this Agreement by the other party
shall be considered a waiver of any other condition or provision of the same
condition or provision at another time.

          (c) Entire Agreement Except with respect to the terms of any written
employment agreement, if any, by and between the Company and the Covered Person
that is signed on behalf of the Company, no agreements, representations or
understandings (whether oral or written and whether express or implied) which
are not expressly set forth in this Agreement have been made or entered into by
either party with respect to the subject matter hereof.

          (d) Choice of Law The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the Commonwealth
of Massachusetts.

          (e) Severability The invalidity or enforceability of any provisions or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision hereof, which shall remain in full force and effect.

          (f) Arbitration Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by final and binding
arbitration in Massachusetts, in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. In the event the Covered
Person prevails in an action or proceeding brought to enforce the terms of this
Agreement or to enforce and collect on any non-de minimis judgment entered
pursuant to this Agreement, the Covered Person shall be entitled to recover all
costs and reasonable attorney's fees.

          (g) No Assignment of Benefits The rights of any person to payments or
benefits under this Agreement shall not be made subject to option or assignment,
either by voluntary or involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or other creditor's
process, and any action in violation of this subsection (g) shall be void.

          (h) Employment Taxes Subject to Section 5, all payments made pursuant
to this Agreement will be subject to withholding of applicable income and
employment taxes.

          (i) Assignment by Company The Company may assign its rights under this
Agreement to an affiliate and an affiliate may assign its rights under this
Agreement to another affiliate of the Company or to the Company; provided,
however, that no assignment shall be made if the net worth of the assignee is
less than the net worth of the Company at the time of the assignment. In the
case of any such assignment, the term "Company" when used in a section of the
Agreement shall mean the corporation that actually employs the Covered Person.


                                       8



          (j) Counterparts This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together will constitute
one and the same instrument.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the date first above
written.

Progress Software Corporation


By: /S/ NORMAN R. ROBERTSON             By: /S/ GORDON VAN HUIZEN
    ---------------------------------       ------------------------------------
    Authorized Officer                      Covered Person
    Norman R. Robertson, Sr. V.P.
    F&A, CFO


                                       9

                                                                    Exhibit 10.4

                          PROGRESS SOFTWARE CORPORATION
                         CORPORATE EXECUTIVE BONUS PLAN

1.   Purpose

     This Corporate Executive Bonus Plan (the "Bonus Plan") is intended to
provide an incentive for superior work and to motivate eligible executives of
Progress Software Corporation (the "Company") and its subsidiaries toward even
higher achievement and business results, to tie their goals and interests to
those of the Company and its stockholders and to enable the Company to attract
and retain highly qualified executives. The Bonus Plan is for the benefit of
Covered Executives (as defined below).

2.   Covered Executives

     From time to time, the Compensation Committee of the Board of Directors of
the Company (the "Compensation Committee") may select certain key executives
(the "Covered Executives") to be eligible to receive bonuses hereunder.

3.   Administration

     The Compensation Committee shall have the sole discretion and authority to
administer and interpret the Bonus Plan.

4.   Bonus Determinations

     (a) A Covered Executive may receive a bonus payment under the Bonus Plan
based upon the attainment of performance targets which are established by the
Compensation Committee and relate to financial and operational metrics with
respect to the Company or any of its subsidiaries (the "Performance Goals"),
including the following: revenues, operating income, operating loss containment,
or other measurable performance metrics.

     (b) Except as otherwise set forth in this Section 4(b): (i) any bonuses
paid to Covered Executives under the Bonus Plan shall be based upon objectively
determinable bonus formulas that tie such bonuses to one or more performance
targets relating to the Performance Goals, (ii) bonus formulas for Covered
Executives shall be adopted in each performance period by the Compensation
Committee and communicated to each Covered Executive at the beginning of each
bonus period and (iii) no bonuses shall be paid to Covered Executives unless and
until the Compensation Committee makes a determination with respect to the
attainment of the performance objectives. Notwithstanding the foregoing, the
Compensation Committee may adjust bonuses payable under the Bonus Plan based on
achievement of individual performance goals or pay bonuses (including, without
limitation, discretionary bonuses) to Covered Executives under the Bonus Plan
based upon such other terms and conditions as the Compensation Committee may in
its discretion determine.

     (c) Each Covered Executive shall have a targeted bonus opportunity for each
performance period in an amount determined by the Compensation Committee.



     (d) The payment of a bonus to a Covered Executive with respect to a
performance period shall be conditioned upon the Covered Executive's employment
by the Company on the day the bonus payments are made; provided, however, that
the Compensation Committee may make exceptions to this requirement, in its sole
discretion, including, without limitation, in the case of a Covered Executive's
termination of employment, retirement, death or disability.

5.   Timing of Payment

     The Performance Goals will be measured at the end of each fiscal year after
the Company's financial reports have been published. If the Performance Goals
are met, bonus payments will be made with the Company's January 20th payroll,
but in no event later than February 15th, of the following year.

6.   Amendment and Termination

     The Company reserves the right to amend or terminate the Bonus Plan at any
time in its sole discretion.


                                        2

                                                                    EXHIBIT 10.5

                          PROGRESS SOFTWARE CORPORATION
                 2007 FISCAL YEAR DIRECTOR COMPENSATION PROGRAM

A.   Amounts of 2007 Fiscal Year Compensation

     -    Annual Board Retainer:                 $275,000

     -    Audit Committee:                       $ 25,000 for Chair
                                                 $ 20,000 for Members

     -    Nomination and Governance Committee:   $ 10,000 for Chair
                                                 $  7,500 for Members

     -    Compensation Committee:                $ 15,000 for Chair
                                                 $ 12,500 for Members

     -    Special Committee(s):                  $ 30,000 for Chair
          (while in use)                         $ 25,000 for Members

     -    Board Chairman:                        $ 25,000

     Form of Payment: 25% in cash
                      75% in equity

     Equity:   May be in the form of fully vested deferred stock units or fully
               vested stock options. The number of option shares is determined
               by dividing the compensation amount by the grant date Black
               Scholes value. The number of deferred stock units is determined
               by dividing the compensation amount by the grant date closing
               price of the Corporation's common stock.

     Election: The election to be paid either in options or deferred stock units
               must be made prior to the start of the Corporation's fiscal year,
               within ten days of the director's initial election to the Board,
               or prior to the approval of this program.

     Timing:   Annual fiscal year compensation will be paid in two installments
               in arrears, coincident with the April and October dates of the
               broad-based employee equity grants. Amounts paid will be
               pro-rated for partial year service. Accordingly, if a director
               resigns from the Board, is removed from the Board by a vote, is
               removed from the Board due to a change in control, or dies in
               office, he or she is paid a pro-rated amount for service through
               date of termination of service. Similarly a director who joins
               the Board other than on the first day of the fiscal year will be
               paid a pro-rated amount of the annual fiscal year compensation.



B.   Initial Director Option Grant

     Each newly elected Director shall receive an option to acquire 25,000
     shares of the Corporation's common stock at the first April or October
     grant date following his or her election to the Board. The vesting is over
     a 60-month period and begins on the first day of the month following the
     month the Director joins the Board, with full acceleration upon a change in
     control. The term of the option shall be identical to employee options.

C.   Stock Retention Guidelines

     All non-affiliate Directors must hold 10,000 shares of the Corporation's
     common stock or deferred stock units. Directors have three years to attain
     this guideline.

                                                                    EXHIBIT 10.6

                          DEFERRED STOCK UNIT AGREEMENT
                     UNDER THE PROGRESS SOFTWARE CORPORATION
                            1997 STOCK INCENTIVE PLAN

Name of Grantee: ________________
No. of Deferred Stock Units Granted: __________
Grant Date: ____________

     Pursuant to the Progress Software Corporation 1997 Stock Incentive Plan
(the "Plan") as amended through the date hereof, Progress Software Corporation
(the "Company") hereby grants a deferred stock award consisting of the number of
Deferred Stock Units listed above (an "Award") to the Grantee named above. Each
"Deferred Stock Unit" shall relate to one share of common stock, par value $.01
per share, of the Company (the "Stock"), subject to the conditions set forth
herein and in the Plan.

     1. Vesting of Deferred Stock Units. The Deferred Stock Units shall be fully
vested and non-forfeitable on the Grant Date.

     2. Dividend Equivalents.

          (a) If on any date the Company shall pay any cash dividend on shares
of Stock, the number of Deferred Stock Units credited to the Grantee shall, as
of such date, be increased by an amount determined by the following formula:

          W = (X multiplied by Y) divided by Z, where:

          W = the number of additional Deferred Stock Units to be credited to
          the Grantee on such dividend payment date;

          X = the aggregate number of Deferred Stock Units credited to the
          Grantee as of the record date of the dividend;

          Y = the cash dividend per share amount; and

          Z = the Fair Market Value per share of Stock (as determined under the
          Plan) on the dividend payment date.

          (b) In the case of a dividend paid on Stock in the form of shares of
Stock, including without limitation a distribution of shares of Stock by reason
of a stock dividend, stock split or otherwise, the number of Deferred Stock
Units credited to the Grantee shall be increased by a number equal to the
product of (i) the aggregate number of Deferred Stock Units that have been
awarded to the Grantee through the related dividend record date, and (ii) the
number of shares of Stock (including any fraction thereof) payable as dividend
on one share of Stock. In the case of a dividend payable in property other than
shares of Stock or cash, the per share of Stock value of such dividend shall be
determined in good faith by the Board of Directors of the



Company and shall be converted to additional Deferred Stock Units based on the
formula in (a) above.

     3. Issuance of Shares of Stock.

          (a) As soon as practicable after the date the Grantee ceases to
provide services to the Company as a director, the Company shall issue to the
Grantee the number of full shares of Stock equal to the aggregate number of
Deferred Stock Units credited to the Grantee in full satisfaction of such
Deferred Stock Units. Any fractional Deferred Stock Unit shall be paid out in
cash.

          (b) Upon a Change of Control that constitutes a "Change in Control
Event" as defined in guidance issued by the Internal Revenue Service pursuant to
Section 409A of the Internal Revenue Code of 1986, as amended, the Company shall
issue to the Grantee the number of shares of Stock equal to the aggregate number
of Deferred Stock Units credited to the Grantee on such date (determined after
giving effect to Section 3 above) in full satisfaction of such Deferred Stock
Units; provided, however, that in the event the Company is involved in a
transaction in which shares of Stock will be exchanged for cash or other
consideration, the Grantee shall receive cash or other consideration equal in
value to the aggregate number of Deferred Stock Units credited to the Grantee on
the date of Change of Control (determined after giving effect to Section 2
above).

          (c) Immediately after the issuance of shares of Stock or cash pursuant
to this Section 3, this Agreement shall terminate and be of no further force or
effect.

     4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Agreement shall be subject to and governed by all the terms and conditions
of the Plan, including the powers of the Administrator set forth in Section 2(b)
of the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified herein.



     5. Transferability of this Agreement. This Agreement is personal to the
Grantee, is non-assignable and is not transferable in any manner, by operation
of law or otherwise, other than by will or the laws of descent and distribution.

                                        PROGRESS SOFTWARE CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

     The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.


Dated:
       -------------------              ----------------------------------------
                                        Grantee's Signature

                                                                    EXHIBIT 10.7

                                                                   INITIAL GRANT

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                           FOR NON-EMPLOYEE DIRECTORS
                     UNDER THE PROGRESS SOFTWARE CORPORATION
                            1997 STOCK INCENTIVE PLAN

Name of Optionee: __________

No. of Option Shares: __________

Option Exercise Price per Share: $__________

Grant Date: __________

Expiration Date: __________

     Pursuant to the Progress Software Corporation 1997 Stock Incentive Plan as
amended through the date hereof (the "Plan"), Progress Software Corporation (the
"Company") hereby grants to the Optionee named above, who is a Director of the
Company, an option (the "Stock Option") to purchase on or prior to the
Expiration Date specified above all or part of the number of shares of Common
Stock, par value $.01 per share, of the Company (the "Stock") at the Option
Exercise Price per share specified above subject to the terms and conditions set
forth herein and in the Plan. This Stock Option is not intended to be an
"incentive stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended.

     1. Exercisability Schedule. This Stock Option shall be vested and
exercisable on the Grant Date with respect to ____ of the Stock Option and the
balance of the Stock Option shall be exercisable in ___ equal monthly increments
commencing on the first day of the month immediately following the Grant Date.

     Notwithstanding the foregoing, in the event of a Change of Control, this
Stock Option shall become immediately exercisable in full, whether or not
exercisable at such time.

     2. Manner of Exercise.

          (a) From time to time on or prior to the Expiration Date, the Optionee
may give written notice to the Administrator of his or her election to purchase
some or all of the Option Shares purchasable at the time of such notice. This
notice shall specify the number of Option Shares to be purchased.

     Payment of the purchase price for the Option Shares may be made by check or
any other form of payment that is permitted by Section 5(a)(iv) of the Plan.



          (b) The shares of Stock purchased upon exercise of this Stock Option
shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
transfer and with the requirements hereof and of the Plan. The determination of
the Administrator as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Stock subject to this
Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee's name shall have been
entered as the stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Stock.

          (c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.

     3. Termination as Director. If the Optionee ceases to be a Director of the
Company, the portion of the Stock Option that is not exercisable at such time
shall immediately terminate, and the period within which to exercise the portion
of the Stock Option that is exercisable at such time may be subject to earlier
termination as set forth below:

          (a) Termination by Reason of Death. If the Optionee ceases to be a
Director by reason of the Optionee's death, any portion of this Stock Option
outstanding on such date, to the extent exercisable, may be exercised by his or
her legal representative or legatee for a period of 24 months from the date of
cessation of service as a Director or until the Expiration Date, if earlier.

          (b) Termination by Reason of Cause If the Optionee ceases to be a
Director by reason of the Optionee's termination of service for Cause (as
defined in the Plan), no portion of this Stock Option may be exercised after the
last day of service as a Director.

          (c) Termination by Reason of Disability If the Optionee ceases to be a
Director by reason of the Optionee's Disability (as defined in the Plan), any
portion of this Stock Option outstanding on such date, to the extent
exercisable, may be exercised by the Optionee for a period of 12 months from the
date of cessessation as a Dirertor or until the Expiration Date, if earlier.

          (d) Other Termination If the Optionee ceases to be a Director for any
reason other than the Optionee's death or termination for Cause or Disability,
any portion of this Stock Option outstanding on such date, to the extent
exercisable, may be exercised for a period of 90 days from the date of cessation
of services as a Director or 30 days after the end of the blackout period, if
later; provided, however, that this Stock Option shall nevertheless expire on
the Expiration Date, if earlier.

     4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in
Section 2(b) of the Plan. Capitalized terms



in this Agreement shall have the meaning specified in the Plan, unless a
different meaning is specified herein.

     5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution; provided,
however, that with the consent of the Administrator, this Stock Option may be
transferred, without payment of consideration, to a member of the Optionee's
immediate family or to a trust or partnership whose beneficiaries are members of
the Optionee's immediate family.

     6. No Obligation to Continue as a Director. Neither the Plan nor this Stock
Option confers upon the Optionee any rights with respect to continuance as a
Director.

     7. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

                                        PROGRESS SOFTWARE CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

     The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.


Dated:
       ------------------------------   ----------------------------------------
                                        Optionee's Signature

                                                                    EXHIBIT 10.8

                                                                    ANNUAL GRANT

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                           FOR NON-EMPLOYEE DIRECTORS
                     UNDER THE PROGRESS SOFTWARE CORPORATION
                            1997 STOCK INCENTIVE PLAN

Name of Optionee: __________

No. of Option Shares: __________

Option Exercise Price per Share: $__________

Grant Date: __________

Expiration Date: __________

     Pursuant to the Progress Software Corporation 1997 Stock Incentive Plan as
amended through the date hereof (the "Plan"), Progress Software Corporation (the
"Company") hereby grants to the Optionee named above, who is a Director of the
Company, an option (the "Stock Option") to purchase on or prior to the
Expiration Date specified above all or part of the number of shares of Common
Stock, par value $.01 per share, of the Company (the "Stock") at the Option
Exercise Price per share specified above subject to the terms and conditions set
forth herein and in the Plan. This Stock Option is not intended to be an
"incentive stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended.

     1. Exercisability. This Stock Option shall be immediately exercisable in
full on the Grant Date.

     2. Manner of Exercise.

          (a) From time to time on or prior to the Expiration Date, the Optionee
may give written notice to the Administrator of his or her election to purchase
some or all of the Option Shares purchasable at the time of such notice. This
notice shall specify the number of Option Shares to be purchased.

     Payment of the purchase price for the Option Shares may be made by check or
any other form of payment that is permitted by Section 5(a)(iv) of the Plan.

          (b) The shares of Stock purchased upon exercise of this Stock Option
shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
transfer and with the requirements hereof and of the Plan. The determination of
the Administrator as to such compliance shall be final and binding on the



Optionee. The Optionee shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Stock subject to this
Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee's name shall have been
entered as the stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Stock.

          (c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.

     3. Termination as Director. If the Optionee ceases to be a Director of the
Company, the period within which to exercise the Stock Option may be subject to
earlier termination as set forth below:

          (a) Termination by Reason of Death. If the Optionee ceases to be a
Director by reason of the Optionee's death, any portion of this Stock Option
outstanding on such date may be exercised by his or her legal representative or
legatee for a period of 24 months from the date of cessation of service as a
Director or until the Expiration Date, if earlier.

          (b) Termination by Reason of Cause If the Optionee ceases to be a
Director by reason of the Optionee's termination of service for Cause (as
defined in the Plan), no portion of this Stock Option may be exercised after the
last day of service as a Director.

          (c) Termination by Reason of Disability If the Optionee ceases to be a
Director by reason of the Optionee's Disability (as defined in the Plan), any
portion of this Stock Option outstanding on such date, may be exercised by the
Optionee for a period of 12 months from the date of cessessation as a Dirertor
or until the Expiration Date, if earlier.

          (d) Other Termination. If the Optionee ceases to be a Director for any
reason other than the Optionee's death or termination for Cause or Disability,
any portion of this Stock Option outstanding on such date may be exercised for a
period of 90 days from the date of cessation of services as a Director or 30
days after the end of the blackout period, if later; provided, however, that
this Stock Option shall nevertheless expire on the Expiration Date, if earlier.

     4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in
Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.

     5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution; provided,
however, that with the consent of the Administrator, this Stock Option may be
transferred, without payment of consideration, to a member of the Optionee's
immediate family or to a trust or partnership whose beneficiaries are members of
the Optionee's immediate family.



     6. No Obligation to Continue as a Director. Neither the Plan nor this Stock
Option confers upon the Optionee any rights with respect to continuance as a
Director.

     7. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

                                        PROGRESS SOFTWARE CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

     The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.


Dated:
       -------------------              ----------------------------------------
                                        Optionee's Signature

March 29, 2007

Progress Software Corporation
14 Oak Park
Bedford, MA 01730

     Re: Cancellation of Stock Options

Gentlemen:

     I hereby acknowledge that the options previously granted to me and listed
in the following table have not been validly issued under the terms of the
Company's 1997 Stock Incentive Plan.



Grant Date   Shares Granted   Grant Price
- ----------   --------------   -----------
                        
 11/11/03         9,000          $21.86
  5/24/04        11,500          $18.15
  9/27/04        11,500          $19.25
 11/15/05        12,000          $30.81
  5/22/06        11,750          $23.07
  9/20/06        11,750          $25.01


In order to correct this issue, I and the Company agree as follows:

     -    With respect to the 5/24/04 and 9/27/04 options listed above, it is
          understood that this letter agreement amends the Option Amendment
          Agreement dated December 15, 2006 ("Option Amendment Agreement") I
          entered into with the Company in the following respects. First, the
          5/24/04 and 9/27/04 options should not have been included in the
          Option Amendment Agreement. Second, the total Payment Amount and Value
          Lost plus Payment Amount listed on Exhibit A thereto should be reduced
          from $135,270 to $103,070. Since the Option Amendment Agreement
          required me to compensate the Company on an after-tax basis, the
          amount that I was required to compensate the Company should have been
          $59,018 instead of $77,458. Accordingly, I overcompensated the Company
          by $18,440. Since I transferred 2,706 shares (at FMV $28.62) to the
          Company in March 2007 in order to fulfill the obligations of the
          Option Amendment Agreement, I effectively transferred 644 more shares
          than necessary. For purposes of this agreement, these transferred
          shares are considered a sale of the stock.

     -    As the 11/15/05, 5/22/06 and 9/20/06 options listed above are
          outstanding, vested and have not been exercised, they are hereby
          cancelled.



     -    With respect to the 11/13/03, 5/24/04 and 9/27/04 options that I
          exercised and sold on 10/13/05, I agree to return to the Company the
          after-tax profit calculated as follows.



 Option    Exercised   Shares   Price    Option Cost   Ex FMV    Profit
 ------    ---------   ------   -----    -----------   ------   --------
                                              
11/11/03    10/12/05    2,062   $21.86     $ 45,075    $30.06   $ 16,908
 5/24/04    10/13/05    4,000   $18.15     $ 72,600    $30.25   $ 48,400
 5/24/04    10/13/05    7,500   $18.15     $136,125    $29.91   $ 88,200
 9/27/04    10/13/05   11,500   $19.25     $221,375    $29.91   $122,590

                                                Total Profit:   $276,098
                                                   After Tax:   $158,099


     -    With respect to the 9,000 shares that I acquired on 10/12/05 when I
          exercised my 11/11/03 option and still hold (counting for this purpose
          the 644 shares that I already transferred to the Company), I
          understand I need to transfer all those shares to the Company. The
          number of shares to be transferred is thus 9,000 less 2,706 shares
          returned in March 2007 to fulfill the re-pricing obligation or 6,294
          shares. This transfer has been recently initiated with the holding
          broker. However, the effective number of shares transferred is 9,000
          less 2,062 (the corrected number of shares from the Option Amendment
          Agreement) or 6,938 shares. In consideration of this transfer, the
          Company agrees to return to me option exercise price for the effective
          number of shares. This amount is: 6,938 shares X $21.86 or $151,665.

     -    The net sum I owe the Company at this point is $158,099 minus $151,655
          or $6,444. This sum is due and owing but will be netted against the
          keep-whole compensation proposed by the Board - noted below.

     -    The Company will prepare the proper Form 4s and other documentation
          necessary to reflect this transfer of shares and cancellation of
          options.

     -    The Board of Directors has committed to make me whole for my now lost
          2003 thru 2006 compensation as a result of these invalidly granted
          options.

                                        Very truly yours,


                                        /s/ ROGER J. HEINEN, JR.
                                        ----------------------------------------
                                        Roger J. Heinen, Jr.

                                                                   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