Massachusetts
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04-2787865
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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First, the Company will begin granting restricted stock units ("RSUs") in addition to stock options for periodic equity compensation grants. The vesting schedule for these grants will be a five year vesting schedule, with 20% vesting after one year and the remaining 80% vesting in equal quarterly installments over the remaining four years.
Second, for 2008, the Company will permit employees to elect to receive a portion of their target incentive compensation under the Company's Corporate Incentive Compensation Plan (the "Plan") in the form of RSUs.
If elected by an employee, the equity amount will be equal in value on the date of grant to 50% of his or her target incentive opportunity, calculated from the employee's January 2008 base salary. The number of RSUs granted will be determined by dividing 50% of the employee's target incentive opportunity by the fair value of a RSU on the grant date (rounded down to the nearest whole share). If elected, the equity grant will occur during the open trading period following the release of the prior year's financial results and will vest 100% on the Plan payout date of the following year for all participants. Vesting is conditioned upon threshold funding of the Plan; if threshold funding does not occur, the equity grant cannot be exercised and will expire.
Each grant will be made pursuant to a Notice of Grant of Award and Award Agreement in the form filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Pegasystems Inc.
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Date: December 19, 2007
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By:
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/s/ Shawn Hoyt
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Shawn Hoyt
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General Counsel and Secretary
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Exhibit No.
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Description
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EX-99.1
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Notice of Grant of Award and Award Agreement
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