PRGS 10-K Annual Report Nov. 30, 2021 | Alphaminr
PROGRESS SOFTWARE CORP /MA

PRGS 10-K Fiscal year ended Nov. 30, 2021

PROGRESS SOFTWARE CORP /MA
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CIK: 876167
Filing Type: 10-K/A
Report Date: 2021-11-30
Download URL: https://www.sec.gov/Archives/edgar/data/876167/000087616722000063/prgs-20211130.htm
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Nature Of Business and Summary Of Significant Accounting PoliciesNote 2: Cash, Cash Equivalents and InvestmentsNote 3: Derivative InstrumentsNote 4: Fair Value MeasurementsNote 5: InventoriesNote 6: Property and EquipmentNote 7: Intangible Assets and GoodwillNote 8: Business CombinationsNote 9: DebtNote 10: LeasesNote 11: Commitments and ContingenciesNote 12: Stockholders EquityNote 13: Stock-based CompensationNote 14: Retirement PlanNote 15: Revenue RecognitionNote 16: RestructuringNote 17: Income TaxesNote 18: Earnings Per ShareNote 19: Business Segments and International OperationsNote 20: Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1* Stock Purchase Agreement, dated March 28, 2019, by and among Progress Software Corporation, Ipswitch, Inc. and Roger Greene (1) 2.2* Agreement and Plan of Merger, dated September 4, 2020, by and among Progress Software Corporation, Go Big Transitory Subsidiary, Inc., Chef Software Inc. and Shareholder Representative Services LLC (2) 2.3 Stock Purchase Agreement, dated September 23, 2021, by and among Progress Software Corporation, MPC Kappa Holdings, Inc., the Sellers named therein and the Seller Representative (3) 2.4 Plan of Domestication (4) 3.1 Certificate of Conversion from Non-Delaware Corporation to Delaware Corporation (5) 3.2 Certificate of Incorporation (6) 3.2.1 Certificate of Correction to Certification of Incorporation (7) 3.3 Amended and Restated By-Laws, as amended March 19, 2019 (8) 4.1 Specimen certificate for the Common Stock (9) 4.2 Description of Registered Securities (10) 4.3 Indenture, dated as of April 13, 2021, between Progress Software Corporation and U.S. Bank, National Association, as trustee (11) 4.4 Form of 1.00% Convertible Senior Note due 2026 (included as Exhibit A in Exhibit 4.3) (11) 10.1** 1992 Incentive and Nonqualified Stock Option Plan (12) 10.2** 1994 Stock Incentive Plan (13) 10.3** 1997 Stock Incentive Plan, as amended and restated (14) 10.4** Form of Employee Retention and Motivation Agreement (effective prior to September 2014) (15) 10.5** 2002 Nonqualified Stock Plan, as amended and restated (16) 10.6** 2004 Inducement Stock Plan, as amended and restated (17) 10.7** Progress Software Corporation 1991 Employee Stock Purchase Plan, as amended and restated (18) 10.8** Progress Software Corporation 2008 Stock Option and Incentive Plan, as amended and restated (19) 10.9** Form of Notice of Grant of Stock Options and Grant Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (20) 10.10** Progress Software Corporation Corporate Executive Bonus Plan (21) 10.11** Progress Software Corporation 2020 Fiscal Year Compensation Program for Non-Employee Directors (22) 10.12** Form of Deferred Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (23) 10.13** Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Progress Software Corporation 2008 Stock Option and Incentive Plan (Initial Grant) (24) 10.14** Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Progress Software Corporation 2008 Stock Option and Incentive Plan (Annual Grant) (25) 10.15** Form of Restricted Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (26) 10.16* Third Amended and Restated Credit Agreement, dated as of January 25, 2022, by and among Progress Software Corporation, eachof the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and Citizens Bank,N.A., as Syndication Agents, and Bank of America, N.A., Citibank, N.A., PNC Bank, National Association, Silicon Valley Bank and TDBank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger(27) 10.17** Employment Agreement, dated October 10, 2016, by and between Progress Software Corporation and Yogesh Gupta (28) 10.18** Employee Retention and Motivation Agreement, dated as of October 10, 2016, by and between Progress Software Corporation and Yogesh Gupta (29) 10.19** Employment Agreement, dated January 16, 2020, by and between Progress Software Corporation and Anthony Folger (30) 10.20 Form of Employee Retention and Motivation Agreement (effective after September 2014) (31) 10.21 Form of Termination Letter (Executive Officers) (32) 10.22 Form of Separation Form of Separation Agreement and Release (Executive Officers) (33) 10.23 Form of Capped Call Confirmation (34) 21.1 List of Subsidiaries of the Registrant 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Yogesh Gupta 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Anthony Folger 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002