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These deferred stock units were issued in accordance with the Company's FY18 Director Compensation Plan pursuant to the Company's 2008 Stock Option and Incentive Plan and are payable on a one-for-one basis exclusively in common stock on the earlier of a change in control of the Company or the date the Reporting Person terminates service on the board of directors of the Company (the \"Board of Directors\").  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The deferred stock units are fully earned on December 1, 2017, subject to the Reporting Person's continued service on the Progress Software Corporation Board of Directors on such date. 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