SCHEDULE 14(A)
(Rule 14a-101)
Information Required in Proxy Statement
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )
 
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Filed by a Party other than the Registrant o
 
Check the appropriate box:
 
   
o  Preliminary Proxy Statement
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þ  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant to § 240.14a-12
 
FORRESTER RESEARCH, INC.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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o  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
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Forrester Research, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
 
George F. Colony
Chairman of the Board
and Chief Executive Officer
 
April 2,March 24, 2009
 
To Our Stockholders:
 
You are cordially invited to attend the 20092010 Annual Meeting of Stockholders of Forrester Research, Inc., which will be held on Tuesday, May 12, 2009,11, 2010, at the offices of the Company, 400 Technology Square, Cambridge, Massachusetts at 10:00 a.m. (local time).
 
On the following pages, you will find the formal notice of the Annual Meeting and our proxy statement. WhenAt the Annual Meeting you have finished readingare being asked to elect two Class II Directors and to ratify the selection of BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010. Your Board of Directors recommends that you vote FOR the election of each of the Class II directors named in the proxy statement please promptly mark, sign, date and returnFOR the enclosed proxy card to ensure that your shares will be represented.ratification of BDO Seidman, LLP.
 
We hope that many of you will be able to attend in person. I look forward to seeing you there.
 
Sincerely yours,
 
 -s- George F. Colony
 
George F. Colony
Chairman of the Board

and Chief Executive Officer

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS May 12, 2009
Annual Meeting of Stockholders May 12, 2009 PROXY STATEMENT
PROPOSAL ONE: ELECTION OF DIRECTORS
NOMINEES FOR CLASS III DIRECTORS -- TERM EXPIRING 2012
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE.
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 2011
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL 2010
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE COMPENSATION Compensation Discussion and Analysis
SUMMARY COMPENSATION TABLE
GRANTS OF PLAN-BASED AWARDS FOR 2008
OUTSTANDING EQUITY AWARDS AT 2008 YEAR-END TABLE
OPTION EXERCISES AND STOCK VESTED TABLE FOR 2008
DIRECTOR COMPENSATION TABLE FOR 2008
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OTHER INFORMATION
APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009
STOCKHOLDER PROPOSALS
OTHER BUSINESS
FORM 10-K
FORRESTER RESEARCH, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

Forrester Research, Inc.
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 12, 200911, 2010
 
Notice is hereby given that the 20092010 Annual Meeting of Stockholders of Forrester Research, Inc. will be held at the offices of the Company, 400 Technology Square, Cambridge, Massachusetts at 10:00 a.m. (local time) on Tuesday, May 12, 200911, 2010 for the following purposes:
 
1. To elect two Class IIIII directors to serve until the 20122013 Annual Meeting of Stockholders; and
 
2.  To approve an amendment and restatement of the Forrester Research, Inc. Employee Stock Purchase Plan, including an increase in the number of shares available for purchase under the plan;
3.  To ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm; and
4.  To transact such other business as may properly come before the meeting and any adjournments thereof.
2. To ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm.
 
The foregoing items of business are more fully described in the proxy statement accompanying this notice.
 
Stockholders of record at the close of business on April 1, 2009March 23, 2010 are entitled to notice of and to vote at the meeting. A list of stockholders entitled to vote at the meeting will be open to examination by stockholders at the meeting and during normal business hours from May 2, 20091, 2010 to the date of the meeting at our offices, located at 400 Technology Square, Cambridge, Massachusetts 02139.
 
If you are unable to be present personally, please sign and date the enclosed proxy and return it promptly in the enclosed envelope.
 
By Order of the Board of Directors
 
Gail S. Mann, Esq.
Secretary
 
Cambridge, Massachusetts
April 2, 2009March 24, 2010
 
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE
VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE PROXY CARD, OR COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.

FORRESTER RESEARCH, INC.
 
 
Annual Meeting of Stockholders
May 12, 200911, 2010
PROXY STATEMENT
 
The Board of Directors of Forrester Research, Inc., a Delaware corporation, is soliciting the enclosed proxy cardproxies from our stockholders. The proxy will be used at our 20092010 Annual Meeting of Stockholders and at any adjournments thereof. You are invited to attend the meeting to be held at 10:00 a.m. (local time) on Tuesday, May 12, 200911, 2010 at the offices of the Company, 400 Technology Square, Cambridge, Massachusetts. This proxy statement was first mailedmade available to stockholders on or about April 7, 2009.March 25, 2010.
 
This proxy statement contains important information regarding our annual meeting. Specifically, it identifies the proposals upon which you are being asked to vote, provides information that you may find useful in determining how to vote and describes voting procedures.
 
We use several abbreviations in this proxy statement. We call our Board of Directors the “Board” and refer to our fiscal year which began on January 1, 20082009 and ended on December 31, 20082009 as “fiscal 2008.2009.” We also refer to ourselves as “Forrester” or the “Company.”
 
Who May Attend and Vote?
 
Stockholders who owned our common stock at the close of business on April 1, 2009March 23, 2010 are entitled to notice of and to vote at the annual meeting. We refer to this date in this proxy statement as the “record date.” As of the record date, we had 23,053,71122,493,332 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter to come before the meeting.
 
How Do I Vote?
 
If you are a stockholder of record of our common stock, you may vote:stock:
 
 •1. InYou may vote over the internet.  If you have internet access, you may vote your shares from any location in the world by following the Vote by Internet instructions on the enclosed proxy card.
2. You may vote by telephone.  You may vote your shares by following the “Vote by Telephone” instructions on the enclosed proxy card.
3. You may vote by mail.  If you choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided.
4. You may vote in person.If you attend the meeting, you may deliver your completed proxy card in person or fill out and return a ballot that will be supplied to you at the meeting.
• By Mail.  If you choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope provided.
 
By voting over the internet or by telephone, or by signing and returning the proxy card according to the enclosed instructions, you are enabling the individuals named on the proxy card (known as “proxies”) to vote your shares at the meeting in the manner you indicate. We encourage you to sign and return the proxy cardvote in advance even if you plan to attend the meeting. In this way, your shares will be voted even if you are unable to attend the meeting. Your shares will be voted as you direct on the proxy card.in accordance with your instructions. If a proxy card is signed and received by our Secretary, but no instructions are indicated, then the proxy will be voted “FOR” the election of the nominees for directors “FOR” the approval of the Forrester Research, Inc. Amended and Restated Employee Stock Purchase Plan, and “FOR” ratifying the appointment of BDO Seidman, LLP as our independent registered public accounting firm.
 
How Do I Vote if My Shares are Held in Street Name?
 
If you hold shares in “street name” (that is, through a bank, broker, or other nominee), the bank, broker, or other nominee, hasas the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokers also offer the option of voting over the internet or by telephone, instructions for which would be provided you with aby your

brokerage firm on your voting instruction form along with this proxy statement.form. Please follow the instructions on that form to make sure your shares are properly voted. If you hold shares in “street name” and would like to attend the annual meeting and vote in person, you will need to bring an account statement or other acceptable evidence of ownership of our common stock. However,In addition, if you wish to vote your shares in person, you must contact the person in whose name your shares are registered and obtain a proxy card from that person and bring it to the annual meeting.

What Does the Board of Directors Recommend?
 
The Board recommends that you vote FOR the election of nominees for Class IIIII directors identified in Proposal One FOR approval of the Amended and Restated Employee Stock Purchase Plan described in Proposal Two, and FOR ratifying the appointment of BDO Seidman, LLP as our independent registered public accounting firm as described in Proposal Three.Two.
 
If you are a record holder and submit the proxy card but do not indicate your voting instructions, the persons named as proxies on your proxy card will vote in accordance with the recommendations of the Board of Directors. Starting this year, the election of directors (Proposal One) is a “non-discretionary” item. If you hold your shares in “street” name,“street name”, and you do not indicate how you wish to have your shares voted, your nominee has discretion to instruct the proxies to vote on the election of directorsProposal Two but does not have the authority, without your specific instructions, to vote on Proposal Twothe election of directors and Proposal Three.those votes will be counted as “broker non-votes”.
 
What Vote is Required for Each Proposal?
 
A majority of the shares entitled to be cast on a particular matter, present in person or represented by proxy, constitutes a quorum as to any proposal. The nominees for election of the Class IIIII directors at the meeting (Proposal One) who receive the greatest number of votes properly cast for the election of directors will be elected. As a result, shares that withhold authority as to the nominees recommended by the Board will have no effect on the outcome. The affirmative vote of the holders of a majority of the shares of common stock present in person or represented by proxy and voting is required to approve the Forrester Research, Inc. Amended and Restated Employee Stock Purchase Plan (Proposal Two) and to ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm (Proposal Three)Two).
 
Shares represented by proxies that indicate an abstention or a “broker non-vote” (that is, shares represented at the annual meeting held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be counted as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. An abstention therefore has no effect onThis year for the outcome of Proposal Two or Proposal Three. A broker or nominee holding shares in street name hasfirst time, brokers do not have discretionary authority to vote on Proposal One, but does not have discretionary voting authority with respect to Proposal Two or Proposal Three. Thein the election of directors. However, because directors are elected by a plurality vote, abstentions and broker or nominee therefore may not vote shares on Proposal Two or Proposal Three unless the nominee receives voting instructions from the beneficial owner. Accordingly, a broker non-votenon-votes will have no effect on the outcome ofoutcome. On Proposal Two, oran abstention is not a vote cast and therefore will have no effect on the outcome. Brokers have discretionary authority on Proposal Three.Two but if nonetheless there were any broker non-votes, they would have no effect on the outcome.
 
May I Change or Revoke My Vote After I Return My Proxy Card?Card or After I Have Voted My Shares over the Internet or by Telephone?
 
Yes. If you are a stockholder of record, you may change or revoke a proxy any time before it is voted by:
 
 • returning to us a newly signed proxy card bearing a later date;
 
 • delivering a written instrument to our Secretary revoking the proxy card;proxy; or
 
 • attending the annual meeting and voting in person.
 
If you hold shares in “street name”, you should follow the procedure in the instructions that your nominee has provided to you.
 
Who Will Bear the Cost of Proxy Solicitation?
 
We will bear the expense of soliciting proxies. Our officers and regular employees (who will receive no compensation in addition to their regular salaries) may solicit proxies. In addition to soliciting proxies through the mail, our officers and regular employees may solicit proxies personally, as well as by mail, telephone, and telegram


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from brokerage houses and other stockholders. We will reimburse brokers and other persons for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.


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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 11, 2010
This proxy statement and our Annual Report to Stockholders are available on-line atwww.edocumentview.com/forr. These materials will be mailed to stockholders who request them.
How Can I Obtain an Annual Report onForm 10-K?
 
Our annual report has been mailed to all stockholders from whom proxies are being solicited in connection withAnnual Report onForm 10-K for the fiscal year ended December 31, 2009 is available on our 2009 Annual Meeting of Stockholders.website atwww.forrester.com. If you would like a copy of our Annual Report onForm 10-K for the fiscal year ended December 31, 2008,2009, we will send you one without charge. Please contact Investor Relations, Forrester Research, Inc., 400 Technology Square, Cambridge, MA 02139, Tel:(617) 613-6000.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 12, 2009
This proxy statement and our Annual Report to Stockholders are also available online atwww.edocumentview.com.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table and notes provide information about the beneficial ownership of our outstanding common stock as of February 17, 2010 (except as otherwise noted) by:
(i) each person who we know beneficially owns more than 5% of our common stock;
(ii) each of the executive officers named below in the Summary Compensation Table;
(iii) each member of our Board of Directors; and
(iv) our directors and executive officers as a group.
Except as otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to the shares of our common stock beneficially owned. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the shares. Shares subject to exercisable options include options that are currently exercisable or exercisable within 60 days of February 17, 2010.
             
  Common Stock Beneficially Owned
    Shares Subject
  
  Shares Beneficially
 to Exercisable
 Percentage of
Name of Beneficial Owner
 Owned Options Outstanding Shares
 
George F. Colony  7,934,208   —   35.3%
Forrester Research, Inc.
400 Technology Square,
Cambridge, MA 02139(1)		            
Morgan Stanley  1,995,573   —   8.9%
1585 Broadway
New York, N.Y. 10036(2)		            
BlackRock, Inc.            
40 East 52nd Street
New York, N.Y. 10022(3)
  1,169,781   —   5.21%
Henk Broeders  —   93,750   *
Robert Galford(4)  2,400   93,750   *
George Hornig  —   46,875   *
Gretchen Teichgraeber  —   24,750   *
Michael Welles  2,016   93,750   *
Michael Doyle  1,532   25,000   *
Julie Meringer  —   75,309   *
Charles Rutstein  760   135,500   *
Dennis Van Lingen  —   75,250   *
Directors and executive officers as a group (16 persons)(1)(4)  7,944,800   883,684   37.8%
(1)Includes 1,580 shares held by Mr. Colony’s wife as to which Mr. Colony disclaims beneficial ownership.
(2)Beneficial ownership as of December 31, 2009, as reported in a Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2010. The shares being reported upon by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Investment Management Inc., an investment adviser and a wholly-owned subsidiary of Morgan Stanley. Morgan Stanley has sole voting power with respect to 1,894,237 shares and sole dispositive power with respect to 1,995,573 shares.
(3)Beneficial ownership as of December 31, 2009, as reported in a Schedule 13G filed with the Securities and Exchange Commission on January 29, 2010. The reporting person has sole voting and dispositive power with respect to all of the reported shares.
(4)The 2,400 shares are held in trust for Mr. Galford’s children, and Mr. Galford disclaims beneficial ownership of these shares.
* Less than 1%


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PROPOSAL ONE:
 
ELECTION OF DIRECTORS
 
Our Board of Directors is divided into three classes of equal size. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. Robert M. GalfordHenk W. Broeders and Gretchen TeichgraeberGeorge R. Hornig are the Class IIIII directors whose terms expire at this annual meeting. The Board of Directors has nominated them to serve as Class IIIII directors until the 20122013 annual meeting.
The proxies intend to vote each share for which a proper proxy card has been returned or voting instructions received and not revoked in favor of the Class IIIII directors named above. If you wish to withhold the authority to vote for the election of either of the nominees, your voting instructions must so indicate or your returned proxy card must be marked to that effect.
 
It is expected that Mr. GalfordMessrs. Broeders and Ms. TeichgraeberHornig will be able to serve, but if either of them is unable to serve, the proxies reserve discretion to vote, or refrain from voting, for a substitute nominee or nominees.
The following section provides information about each nominee, including information provided by each nominee and sitting director about his or her principal occupation and business experience for the past five years and the names of other publicly-traded companies, if any, for which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented with respect to each nominee’s and each sitting director’s experience, qualifications and skills that led our Board to conclude that he or she should serve as a director, we also believe that all of our directors, including the two nominees for election at the 2010 annual meeting of stockholders, has demonstrated business acumen and a significant commitment to our company, and has a reputation for integrity and adherence to high ethical standards.
 
NOMINEES FOR CLASS IIIII DIRECTORS — TERM EXPIRING 2012
Robert M. Galford, age 56, a Class III director, became a director of Forrester in November 1996. Since November 2007, Mr. Galford has been the managing partner of the Center for Leading Organizations, an organizational development firm he founded in Concord, Massachusetts. From 2001 to 2007, Mr. Galford was a managing partner of the Center for Executive Development, an executive education provider in Boston, Massachusetts.
Gretchen G. Teichgraeber, age 55, a Class III director, became a director of Forrester in December 2005. Ms. Teichgraeber is an independent consultant to digital media companies and various non-profit organizations. From 2000 to 2007, Ms. Teichgraeber was the chief executive officer of Scientific American, Inc., publisher of the science and technology magazine, Scientific American. Prior to joining Scientific American, Ms. Teichgraeber served as general manager, publishing, and vice president, marketing and information services at CMP Media, Inc., a leading provider of technology news and information.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF
THE NOMINEES NAMED ABOVE.2013
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 2011
George F. Colony, age 55, a Class I director, is the founder of Forrester and since 1983, he has served as Chairman of the Board and Chief Executive Officer. He also has served as Forrester’s President since September 2001, and he previously was Forrester’s President from 1983 to 2000.
Michael H. Welles, age 54, a Class I director, became a director of Forrester in November 1996. Mr. Welles is chief operating officer, a founder, and director of S2 Security Corporation, anIP-based security systemsstart-up. Previously, he served as vice president and general manager of the platforms business with NMS Communications, an OEM infrastructure supplier to the telecom industry from 2000 to 2003.
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL 2010
 
Henk W. Broeders, age 56,57, a Class II director, became a director of Forrester in May 1998. Since October 2003, Mr. Broeders has been a member of the Executive Committee of Cap Gemini S.A., a global management consulting firm headquartered in Paris, France operating under the name CapGemini. From 1998 to 2003, Mr. Broeders served as Chairman of the Executive Board of Cap Gemini N.V., a subsidiary of Cap Gemini S.A. located in the Netherlands. We believe Mr. Broeders is also a directorBroeders’ qualifications to sit on our Board of Jaarbeurs (Holding) B.V.,Directors include his many years of operational and management experience in the management consulting business, along with his experience with and perspective on European business as a Dutch companynational working for a firm headquartered in the business of managing a large exhibition and trade fair center.France.
 
George R. Hornig, age 54,55, a Class II director, became a director of Forrester in November 1996. Mr. Hornig is the Managing Director and Co-Chief Operating Officer of Asset Management and the head of Asset Management Americas at Credit Suisse, a global financial services firm, and from1999-2006, he was the Managing Director and


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Chief Operating Officer of alternative investmentsAlternative Investments at Credit Suisse. We believe Mr. Hornig’s qualifications to sit on our Board of Directors include his three decades of finance and management experience in the investment banking and private equity business.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF
THE NOMINEES NAMED ABOVE.
CLASS I DIRECTORS CONTINUING IN OFFICE UNTIL 2011
George F. Colony, age 56, a Class I director, is the founder of Forrester and since 1983, he has served as Chairman of the Board and Chief Executive Officer. He is also has served as Forrester’s President since September 2001, and he previously was Forrester’s President from 1983 to 2000. We believe Mr. Colony’s qualifications to serve on our Board of Directors and as its Chairman include his almost thirty years of experience in the research industry, including 26 years as our chief executive officer, and his significant ownership stake in the Company.
Michael H. Welles, age 55, a Class I director, became a director of Unity Mutual Life Insurance Company.Forrester in November 1996. Mr. Welles is chief operating officer, a founder, and director of S2 Security Corporation, anIP-based facility security systemsstart-up. Previously, he served as vice president and general manager of the platforms business with NMS Communications, an OEM infrastructure supplier to the telecom industry from 2000 to 2002. We believe


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Mr. Welles’ qualifications to serve on our Board of Directors include his considerable knowledge of the information technology industry, his experience as the chief operating officer of a company he co-founded, and his many years of general management experience in global technology companies.
CLASS II DIRECTORS CONTINUING IN OFFICE UNTIL 2012
Robert M. Galford, age 57, a Class III director, became a director of Forrester in November 1996. Since November 2007, Mr. Galford has been the managing partner of the Center for Leading Organizations, an organizational development firm he founded in Concord, Massachusetts. From 2001 to 2007, Mr. Galford was a managing partner of the Center for Executive Development, an executive education provider in Boston, Massachusetts. We believe Mr. Galford’s qualifications to serve on our Board of Directors include his many years of organizational development and executive education experience, along with his more recent corporate governance experience as an instructor for the National Association of Corporate Directors.
Gretchen G. Teichgraeber, age 56, a Class III director, became a director of Forrester in December 2005. Ms. Teichgraeber is the chief executive officer of Leadership Directories, Inc., a premier information services company that publishes biographical and contact data on leaders in the private and public sectors. Previously, Ms. Teichgraeber was an independent consultant to digital media companies and various non-profit organizations from 2007 to 2009. From 2000 to 2007, Ms. Teichgraeber was the chief executive officer of Scientific American, Inc., publisher of the science and technology magazine, Scientific American. Prior to joining Scientific American, Ms. Teichgraeber served as general manager, publishing, and vice president, marketing and information services at CMP Media, Inc., a leading provider of technology news and information. We believe Ms. Teichgraeber’s qualifications to serve on our Board of Directors include her significant general management and marketing experience in the publishing and information services business, including on-line and print media, as well as the gender diversity she brings to our Board of Directors.
 
Corporate Governance
 
We believe that good corporate governance is important to ensure that Forrester is managed for the long-term benefit of its stockholders. Based on our continuing review of the provisions of the Sarbanes-Oxley Act of 2002, rules of the Securities and Exchange Commission and the listing standards of The NASDAQ Stock Market, our Board of Directors has adopted Corporate Governance Guidelines, an amended and restated charter for the Audit Committee of the Board of Directors, and a charter for the Compensation and Nominating Committee of the Board. We also have a written code of business conduct and ethics that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. You can access our Code of Business Conduct and Ethics, Corporate Governance Guidelines and our current committee charters on our website, atwww.forrester.com.www.forrester.com/Investor/CorpGov.
 
Information With Respect to Board of Directors
 
Board Meetings and Committees
 
Our Board of Directors has determined that each of the directors, with the exception of Mr. Colony, our Chairman and Chief Executive Officer, is independent under applicable NASDAQ standards as currently in effect. In reaching this conclusion, the Board considered that Mr. Hornig is a managing director of Credit Suisse, which provides cash management services to Forrester that were procured on an arm’s length, competitive basis.
 
Our Board of Directors held fiveseven meetings during fiscal 2008.2009. Each director other than Henk Broeders attended at least 75 percent of the aggregate of the meetings of the Board of Directors and of each committee of which he or she is a member. Forrester does not require directors to attend the annual meeting of stockholders. Although all directors are encouraged to attend, onlyOnly Mr. Colony, who presided at the meeting, and Mr. Welles attended the 20082009 annual meeting of stockholders. Historically, very few stockholders have attended our annual meeting and we have not found it to be a particularly useful forum for communicating with our stockholders. The Board of Directors currently has two standing committees, the Audit Committee and the Compensation and Nominating Committee, whose members consist solely of independent directors.


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Our Audit Committee consists of three members: George R. Hornig, Chairman, Henk W. Broeders, and Michael H. Welles, each of whom, in addition to satisfying the NASDAQ independence standards, also satisfies the Sarbanes-Oxley independence requirements for audit committee membership. In addition, the Board has determined that Mr. Hornig is an “audit committee financial expert” under applicable rules of the Securities and Exchange Commission, and all of the members of the Audit Committee satisfy the financial literacy standards of NASDAQ. The Audit Committee held sixseven meetings during fiscal 2008.2009. The responsibilities of our Audit Committee and its activities during fiscal 20082009 are described in the committee’s amended and restated charter, which is available at the “about Forrester”/investor information/corporate governance section ofon our website atwww.forrester.com.www.forrester.com/Investor/CorpGov. The charter will also be made available without charge to any stockholder who requests it by writing to Forrester Research, Inc., Attn: Chief Legal Officer, 400 Technology Square, Cambridge, MA 02139.
 
Our Compensation and Nominating Committee consists of three members: Robert M. Galford, Chairman, Gretchen G. Teichgraeber, and Michael H. Welles. The Compensation and Nominating Committee held eight meetings during fiscal 2008.2009. The Compensation and Nominating Committee has authority, as specified in the committee’s charter, to, among other things, evaluate and approve the compensation of our Chief Executive Officer, review and approve the compensation of our other executive officers, administer our stock plans, and oversee the development of executive succession plans for the CEO and other executive officers. The committee also has the authority to identify and recommend to the Board qualified candidates for director. The Compensation and Nominating Committee charter is available at the “about Forrester”/investor information/corporate governance section ofon our website atwww.forrester.com.www.forrester.com/Investor/CorpGov. The charter will also be made available without charge to any stockholder who requests it by writing to Forrester Research, Inc., Attn: Chief Legal Officer, 400 Technology Square, Cambridge, MA 02139.
Board Leadership Structure
At the present time, Mr. Colony serves as both Chairman of the Board and Chief Executive Officer. Mr. Colony is a significant stockholder in Forrester, beneficially owning approximately 35.3% of our outstanding common stock. As such, we believe it is appropriate that he set the agenda for the Board of Directors in addition to serving as the Chief Executive Officer. We also do not believe that the size of the Company warrants the division of these responsibilities. We do not have a single lead director because our Board is small enough that the independent directors work effectively together as a group and the presiding director at meetings of the independent directors rotates among the chairmen of the committees.
The Board’s Role in Risk Oversight; Risk Considerations in our Compensation Programs
The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of management on areas of material risk to the Company, including financial, strategic, operational, legal and regulatory risks. The full Board (or the appropriate Committee in the case of risks that are under the purview of a particular Committee) receives these reports from the appropriate manager within the Company. When a committee receives such a report, the Chairman of the relevant Committee reports on the discussion to the full Board during the Committee reports portion of the next Board meeting, enabling the full Board to coordinate the risk oversight role, particularly with respect to risk interrelationships.
Our Compensation and Nominating Committee does not believe that our compensation programs encourage excessive or inappropriate risk taking. We structure our pay programs to consist of both fixed and variable compensation, with the fixed base salary portion providing steady income regardless of our stock price performance. The variable components, consisting of cash bonus and stock-based awards, are designed to reward both short and long-term performance. Targets under our bonus plans are a function of bookings and profit (described in greater detail in the Compensation, Discussion and Analysis below), important financial metrics for our business. For long-term performance, we award a combination of tenure-based and performance-based stock options and restricted stock units generally vesting over three to four years. We believe that the variable elements of compensation are a sufficient percentage of overall compensation to motivate executives to produce excellent short and long-term results for the Company, while fixed base salary is also sufficiently high such that the executives are not encouraged to take unnecessary or excessive risks. In addition, our bonus plan funding metrics apply company-wide, regardless of function or client group, which we believe encourages relatively consistent behavior across the organization. We cap our bonus at 2.4 times target company performance (up to 1.6 times for actual


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company performance and up to 1.5 times the result to account for extraordinary individualand/or team performance). Therefore, even if Company performance dramatically exceeds target performance, bonus payouts are limited. Conversely, we have a floor on Company performance under our bonus plan approved by the Compensation and Nominating Committee so that the bonus plan is not funded at performance below a certain level.
Director Candidates
 
As noted above, the Compensation and Nominating Committee has responsibility for recommending nominees for election as directors of Forrester. Our stockholders may recommend individuals for this committee to consider as potential director candidates by submitting their names and background to the “Forrester Research Compensation and Nominating Committee”,c/o Chief Legal Officer and Secretary, 400 Technology Square, Cambridge, MA 02139. The Compensation and Nominating Committee will consider a recommended candidate for the next annual meeting of stockholders only if biographical information and background material isare provided no later than the date specified below under “Stockholder Proposals” for receipt of director nominations.
 
The process that the Compensation and Nominating Committee will follow to identify and evaluate candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Compensation and Nominating Committee. Assuming that biographical and background material is provided for candidates recommended by the stockholders, the Compensation and Nominating Committee will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members.
 
In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by stockholders, the Compensation and Nominating Committee will apply the criteria set forth in the committee’s charter and in the Corporate Governance Guidelines. These criteria include, among others, the candidate’s integrity, age, experience, commitment, diligence, conflicts of interest and the ability to act in the interests of all stockholders. Although the Compensation and Nominating Committee considers as one of many factors in the director identification and nomination process diversity of race, gender and ethnicity, as well as geography and business experience, it has no specific diversity policy. The Compensation and Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.
 
In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders, other than as part of the Board’s slate. To nominate a director, in addition to providing certain information about the nominee and the nominating stockholder, the stockholder must give timely notice to Forrester, which, in general, requires that the notice be received by us no less than 60 nor more than 90 days prior to the applicable annual meeting of stockholders. In accordance with our by-laws, the 20102011 Annual Meeting will be held on May 11, 2010.10, 2011.
 
Communications from Stockholders
 
The Board will give appropriate attention to communications on issues that are submitted by stockholders, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters, the Compensation and Nominating Committee, with the assistance of the Chief Legal Officer, will be primarily responsible for monitoring communications from stockholders and will provide copies of summaries of such communications to the other directors as he or she considersdeemed appropriate.
 
Stockholders who wish to send communications on any topic to the Board should address such communications to the Forrester Research Compensation and Nominating Committee,c/o Chief Legal Officer and Secretary, Forrester Research, Inc., 400 Technology Square, Cambridge, MA 02139.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes provide information about the beneficial ownership of our outstanding common stock as of February 17, 2009 (except as otherwise noted) by:
(i) each person who we know beneficially owns more than 5% of our common stock;
(ii) each of the executive officers named below in the Summary Compensation Table;
(iii) each member of our Board of Directors; and
(iv) our directors and executive officers as a group.
Except as otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to the shares of our common stock beneficially owned. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the shares. Shares subject to exercisable options include options that are currently exercisable or exercisable within 60 days of February 17, 2009.
             
  Common Stock Beneficially Owned 
     Shares Subject
    
  Shares Beneficially
  to Exercisable
  Percentage of
 
Name of Beneficial Owner
 Owned  Options  Outstanding Shares 
 
George F. Colony, c/o  7,934,208   —   34.4%
Forrester Research, Inc.
400 Technology Square,
Cambridge, MA 02139(1)		            
Bank of America Corporation  1,340,358   —   5.99%
100 North Tryon Street, Floor 25
Bank of America Corporate Center
Charlotte, NC 28255(2)		            
Morgan Stanley  2,047,468   —   8.8%
1585 Broadway
New York, N.Y. 10036(3)		            
BlackRock, Inc.            
40 East 52nd Street
New York, N.Y. 10022(4)
  2,211,159   —   9.55%
Henk Broeders  —   86,584   *
Robert Galford(5)  2,400   81,250   *
George Hornig  —   34,375   *
Gretchen Teichgraeber  —   15,375   *
Michael Welles  2,016   89,250   *
Michael Doyle  1,000   12,500   *
Julie Meringer  —   60,309   *
Charles Rutstein  760   105,146   *
Dennis Van Lingen  —   52,750   *
Directors and executive officers as a group (15 persons)(1)(5)  7,942,949   681,621   36.3%
(1)Includes 1,580 shares held by Mr. Colony’s wife as to which Mr. Colony disclaims beneficial ownership.
(2)Beneficial ownership as of December 31, 2008, as reported in a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2009. The reporting person has shared voting power with respect to 1,340,358 shares, and shared dispositive power with respect to 1,331,159 shares. The Schedule 13G was filed on behalf of Bank of America Corporation, a parent holding company, and various affiliated entities.


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(3)Beneficial ownership as of December 31, 2008, as reported in a Schedule 13G/A filed with the Securities and Exchange Commission on February 17, 2009. The shares being reported upon by Morgan Stanley, a parent holding company, are owned, or may be deemed to be beneficially owned, by Morgan Stanley Investment Management Inc., an investment adviser and a wholly-owned subsidiary of Morgan Stanley. Morgan Stanley has sole voting power with respect to 1,871,227 shares and sole dispositive power with respect to 2,047,468 shares.
(4)Beneficial ownership as of December 31, 2008, as reported in a Schedule 13G filed with the Securities and Exchange Commission on February 10, 2009. The shares are being reported by BlackRock, Inc. on behalf of its investment advisory subsidiaries, who may own, or may be deemed to beneficially own, the shares. The reporting person has shared voting and dispositive power with respect to all of the reported shares.
(5)The 2,400 shares are held in trust for Mr. Galford’s children, and Mr. Galford disclaims beneficial ownership of these shares.
* Less than 1%
EXECUTIVE COMPENSATION
 
Compensation Discussion and Analysis
 
Compensation Objectives and Strategy
 
The primary purpose of our executive compensation program is to attract, retain and motivate the key individuals who are most capable of contributing to the success of our Company and building long-term value for our stockholders. Our principal objectives and strategy concerning our executive compensation program are as follows:
 
 • encourage achievement of certain key Company values — including client service, quality, and creativity — that we believe are critical to our continued growth;
• emphasize individual excellence and encourage employees at all levels, as well as executive officers, to take initiative and lead individual projects that enhance our effectiveness;
 
 • base cash compensation on individual achievement, teamwork, and our short-term financial performance;
 
 • align employees’ incentives with our objective of enhancing stockholder value over the longer term through long-term incentives, which historically have been principally in the form of stock options vesting over timeand/or subject to performance conditions, and in 2009 included restricted stock units subject to performance conditions; and
 
 • design compensation packages that will attract, retain, and motivate key employees who are critical to the long-term success of our Company.Company; and
• emphasize individual excellence and encourage employees at all levels, as well as executive officers, to take initiative and lead individual projects that enhance our performance.
 
These objectives and strategy are reviewed each year by the Compensation and Nominating Committee of our Board of Directors, which we refer to as the “Committee”, which oversees our executive compensation program. In furtherance of these objectives, the Committee takes the following actions each year:
 
 • reviews the performance of Mr.George F. Colony, our chairman and chief executive officer, including his demonstration of leadership and his overall contribution to the financial performance of the Company;
 
 • reviews Mr. Colony’s assessment of the performance of all other executive officers against their individual and, if applicable, team goals;
 
 • holds executive sessions (withoutreviews the company-wide financial goals that are used in the calculation of the incentive cash compensation for our management present); andexecutives;
 
 • reviews all components of compensation for each executive officer: base salary, short-term cash incentive compensation, and long-term equity incentive compensation.compensation; and
• holds executive sessions (without our management present) as appropriate to accomplish the above actions.
 
Mr. Colony and Charles Rutstein, our chief operating officer, also playsplay a substantial role in the compensation process for the other executive officers, primarily by setting quarterly goals for the executives reporting directly to each of them, evaluating their performance against those goals, and providing recommendations on their compensation to the Committee.


8

The Committee has not historically used formal benchmarking data to establish compensation levels, but has relied instead on generalrelevant market data and surveys to design compensation packages that it believes are competitive with other similarly situated companies or those with whom we compete for talent. In July 2007, to assist the Committee with its strategic, in-depth review of executive compensation, the Committee retained Pearl Meyer & Partners to prepare a peer group analysis of executive compensation and help the Committee evaluate and design executive compensation packages consistent with our compensation objectives and strategy.packages. In December 2007, Pearl Meyer & Partners presented an executive compensation assessment to the Committee comparing the compensation of the Company’s executives against those of peer group companies in order to inform and assist the Committee in its decision-making with respect to the compensation of executive officers for 2008 and beyond. This assessment was updated by Pearl Meyer & Partners


9

in late 2008, and further updated by the Company in 2009 from publicly available information with respect to the peer group companies.
Pearl Meyer & Partners’ competitive assessment analysis included 13 publicly-traded firms that were chosen, after consultation with the Committee, based on three principal selection criteria: market segment similarity; annual revenue; and market capitalization. The firms include The Advisory Board Company, Arbitron Inc., The Corporate Executive Board Company, CoStar Group, Inc., CRA International, Inc., Diamond Management & Technology Consultants, Inc., Gartner, Inc., Greenfield Online, Inc., The Hackett Group, Inc. (formerly Answerthink, Inc.), Harris Interactive Inc., Sapient Corporation, TechTarget, Inc. and Visual Sciences, Inc. The Pearl Meyer analysis included the competitive position of Forrester executive officers relative to market percentiles of the peer group with respect to the various elements of executive compensation and for total compensation. While the Committee considered this assessmentdata, along with its other available market datafactors, such as the experience and surveysperformance of the executive and the difficult economic environment in connection with2009, in setting 2008 compensation. Pearl Meyer & Partners continued to work withcompensation levels and equity awards in 2009, the Committee throughout 2008 in assessing our long-term incentivedid not specifically target any elements of compensation programs and discussing potential alternatives.against the peer companies.
 
Elements of Compensation
 
Compensation for our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensatednamed executive officers to whom we refer collectively as the “named executive officers,” consists of the following principal components:
 
 • base salary;
 
 • short-term cash incentive compensation;
 
 • long-term equity incentive compensation, in the form of stock options;options and restricted stock units; and
 
 • other benefits available generally to all full-time employees.
 
We do not have an express policy for weighting different elements of compensation or for allocating between long-term and short-term compensation, but we do attempt to maintain compensation packages that are consistent withwill advance our overall compensation objectives. As partIn reviewing and setting the compensation of its regulareach executive, compensation reviews in December 2007we consider the individual’s position with the Company and June 2008, the Committee reviewed surveyhis or her ability to contribute to achievement of strategic and market data, including data from Radford and Culpepper compensation surveys and the Pearl Meyer & Partners peer group analysis, for positions similar to those of our named executive officers, taking into account size, location and type of company, as well as years of experience. Based on this data, the Committee determined that our executive compensation continued to be, on average, weighted too heavily towards base salary as compared to the market data, and the Committee approved compensation increases that were in the aggregate more heavily allocated to annual cash incentive compensation targets to increase the variable component of our executive compensation.financial objectives
 
In 2008,2009, as illustrated in our Summary Compensation Table below, base salaries for our named executive officers other than Mr. Colony represented an average of approximately 50%47% of total compensation (including base salary, short-term cash incentive compensation and 2008 stock options expense)the value of 2009 stock-based awards) for these individuals, while the base salary for Mr. Colony represented approximately 68%67% of his total compensation. Because of Mr. Colony’s significant ownership of our common stock, the Committee generally does not grant stock options or restricted stock units to him, resulting in a lower variablehigher ratio of base salary to total compensation percentage than that of the other named executive officers.
 
Base Salary.  The Committee determinesapproves the base salaries of our named executive officers annually by evaluating the responsibilities of their position, the experience and performance of the individual, the referenced peer group analysis, and survey and market data. The base salary of a named executive officer is also evaluatedconsidered together with the other components of his or her compensation to ensure that both the executive’s total compensation is in line with our overall compensation philosophy, including total targeted cash compensation opportunity (or “on-target earnings”), as well as and the allocation between base salary and variable compensation. Additionally,compensation for the Committee may adjust base salary more frequently than annually to address retention issues or to reflect promotions or other changesexecutive are in the scope or breadth of an executive’s role or responsibilities. The annualline with our overall compensation evaluation for each of our executive officers has traditionally taken place in December or June, depending on when that officer was hired or promoted. Effective in 2009, the Committee has decided that all executive compensation evaluations will take place in April of each year.philosophy.


9

Our goal is to pay base salaries to our named executive officers that are competitive with the base salaries of companies that are similarly situated or with which we compete to attract and retain executives, including the referenced peer group, while taking into account total target cash compensationon-target earnings, and remaining consistent with our overall compensation objectives with respect to variable compensation. In 2008,2009, in light of the global economic environment, the Committee increasedfroze base salaries and target cash incentive amounts at 2008 levels for all of the base salary for Mr. Colony by approximately 7% from the salary paid to him in 2007, taking into account market rates, the increasing compensation levels of our other highly compensatednamed executive officers, and the fact thatincluding Mr. Colony’s compensation had not been increased since 2005. The base salaries of Messrs. Doyle, Rutstein and van Lingen and Ms. Meringer were increased by an average of approximately 5.5% over 2007, reflecting the Committee’s consideration of market data and the respective tenures, experience and 2007 performance of these executives.Colony.
 
Short-Term Cash Incentive Compensation.  As noted above, aA significant portion of each of our named executive officers’ total annual cash compensation is dependent on our achievement of financial objectives set forth in our 20082009 Matrix Bonus Plan. All of our employees, other than temporary employees and employees who were covered by a sales


10

compensation or commission-based plan, were eligible to participate in the 20082009 Matrix Bonus Plan, including all of the named executive officers. Payouts under the plan are payablemade quarterly in arrears. We believe that setting and evaluatingarrears, except with respect to Mr. Colony, who was paid annually in arrears for 2009 based on annual performance goals derived from the quarterly goals described below. Historically, performance goals under the matrix bonus plan for all participants other than Mr. Colony, including executive officers, have been set quarterly, rather than annually, allowsto allow us to more effectively align our employees’ performance with the changing business needs and financial performance of the Company over the year, thus improving our ability to meet both our quarterly and annual financial goals. Beginning with 2010, the Committee has adopted an annual cash incentive plan for all executive officers, described below, to better focus the senior leadership of the Company on strategic issues and the growth of the Company’s business, while retaining the quarterly bonus plan for other employees.
 
An individual named executive officer’s quarterly bonus payout, or annual bonus payout in the case of Mr. Colony, under the 20082009 Matrix Bonus Plan is based on the following three factors, which are discussed in more detail below:
 
 • the named executive officer’s target award;
 
 • the Company’s financial performance; and
 
 • the named executive officer’s individual and, if applicable, team performance.
 
Effective July 1, 2008,As noted above, in light of the global economic environment and the resultant challenges in the Company’s business and uncertain outlook, the Committee increasedelected to freeze the annual2009 target cash bonus targetincentive amounts for Mr. Colony by approximately 33%. This increase was significantly higher thanall of the associated increase made to Mr. Colony’s base salary, reflecting the Committee’s view that Mr. Colony’s compensation should be more heavily weighted towards variable compensation in order to align a significant portion of Mr. Colony’s compensation with achievement of our Company’s performance goals. Because of Mr. Colony’s significant ownership of our common stock, the Committee generally does not grant stock options to him. Accordingly, an increase in Mr. Colony’s target annual cash bonus was determined to be the most appropriate means of increasing the variable component of his compensation. Duringnamed executive officers at 2008 as part of its executive compensation reviews, the Committee increased the annual cash bonus targets for Messrs. Doyle, Rutstein and van Lingen and Ms. Meringer by an average of approximately 9%. These increases were proportionately greater than the associated base salary increases, primarily because the Committee wished to increase the variable component of our executive compensation, consistent with the survey and market data reviewed by the Committee. After giving effect to these increases, thelevels. The annual cash bonus targets for our named executive officers ranged from approximately 35% to 63% of each named executive officer’s base salary.
 
For purposes of the 20082009 Matrix Bonus Plan, the financial performance of our Company for 20082009 was measured quarterly based on booked sales accounts (referred to as “bookings”) and operating profit goals,goals. The Committee selected bookings as one of the metrics because we believe that bookings provide an important measure of our current business activity and estimated future revenues. The Committee selected adjusted operating profit (“operating profit”) as the other key metric because we believe operating profit provides a comprehensive measure of our financial performance that takes into account the importance of both revenue growth and expense management. In addition, by linking payouts under the plan to the Company’s profitability, we provide our employees with the opportunity to share in our profits while assuring that payouts are only made if we achieve a satisfactory, pre-approved level of profitability, taking into account the nature of our business and the economic environment. The Committee may adjust the operating profit metric, as it deems appropriate, to include or exclude particular non-recurring items, such as acquisition-related or reorganization expenses, to avoid unanticipated results and to promote, and provide appropriate incentives for, actions and decisions that are in the best interests of the Company and its stockholders.
The 2009 Matrix Bonus Plan was evaluatedstructured as follows:
 
 • A matrix for each quarter containing bookings on the x axis and operating profit on the y axis was establishedapproved by the Committee under the plan.plan based on the Company’s annual financial plan approved by the Board of Directors. Quarterly minimum bookings and operating profit levels for our Company were set.set, taking into account the Company’s historical growth levels for bookings and operating profit, but recognizing the difficult economic environment experienced by the Company in the second half of 2008 that was projected to continue into 2009. Failure of our Company to meet either of these minimum levels would result in each executive officer being ineligible to receive any quarterly bonus payout. The minimum, target and maximum


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 levels of bookings and operating profit under the 2009 Matrix Bonus Plan approved by the Committee were as follows (all dollars in thousands):
                 
  Q1 Q2 Q3 Q4
 
Bookings                
Minimum: $35,269  $38,142  $35,626  $78,903 
Target: $46,406  $50,186  $46,876  $103,820 
Maximum: $53,367  $57,714  $53,908  $119,393 
Operating Profit                
Minimum: $6,745  $11,727  $6,723  $11,092 
Target: $7,665  $13,326  $7,640  $12,604 
Maximum: $9,044  $15,725  $9,016  $14,873 
 • If the Company’s target bookings and operating profit were achieved, the plan allowed for the payment of 100% of a named executive officer’s target award for the applicable quarter, subject in some cases to adjustment upward or downward for individual performance and team performance, as described in more detail below. If the bookings and operating profit were above the minimum thresholds but below the target, the bonus payout would be between 10% and 100% of the target award, subject to any applicable adjustment upward or downward for individual and team performance. The Committee believed that the minimum and


10

 target bookings and operating profit under the plan were reasonable and consistent with overall growth targets for the Company.
 • If the applicable target bookings and operating profit were exceeded, the plan allowed for the payment of up to 160% of a named executive officer’s target award for the applicable quarter, subject to any applicable adjustment upward or downward for individual performance and team performance. The Committee believed that it would be very challenging for the Company to achieve the bookings and operating profit levels necessary to achieve the maximum bonus potential under the plan.
 
The 2008Company’s actual bookings and operating profit results for 2009, and the associated percentage of each named executive officer’s target award payable before adjustment for individual or team performance (referred to as the “Company Modifier”), were as follows:
                 
  Q1 Q2 Q3 Q4
 
Bookings $43,842  $42,907  $45,109  $97,175 
Operating Profit $9,173  $14,202  $10,123  $13,284 
Company Modifier:  110%  60%  120%*  80%
* The Committee elected to cap the Company Modifier at 100% for Mr. Colony and his direct reports, including Messrs. Doyle and Rutstein. This reflects the fact that in light of the deterioration in the economic environment over the first half of 2009, the Committee, on management’s recommendation, decided to lower the bookings targets under the plan for all employees other than the executive officers for the second half of 2009. As part of this reduction, the Committee provided that the non-executive employee payout under the plan could not exceed 100% unless the original, unreduced bookings target was met or exceeded, regardless of how high operating profit was in that quarter. While the Company experienced better than planned operating profit in the third quarter of 2009, bookings for the quarter were below the target level of performance. The Committee therefore determined that it was appropriate to apply the 100% cap to the payouts for Messrs. Colony, Doyle and Rutstein, because of their visibility into and/or responsibility for the company-wide financial plan and bookings performance.
The 2009 quarterly bonus payouts of each named executive officer other than Mr. Colony, as determined under the plan based on the Company’s performance, could be increased by as much as an additional 50% or reduced to as little as zero, depending on Mr. Colony’s or Mr. Rutstein’s, as the case may be, evaluation of the overall performance of such individual against specific individual quarterly goals and, for Messrs. Doyle and Rutstein, the achievement of a team goal relating to an executive team goal.increase in the percentage of the Company’s bookings from research (syndicated) products and services. The Company’s primary reason for targeting this increase is that the Company’s syndicated products and services generally are renewable and more profitable than its non-syndicated advisory services. With respect to Messrs. Doyle and Rutstein, 40% of each payout for the quarters ended March 31, 2008 and2009, June 30, 2008, 20% of each payout was evaluated against an executive team goal of achieving targeted percentages of our bookings from research services2009 and advisory services, and the remaining 80% of each payout was evaluated against individual goals. The applicable team goal percentage increased to 30% in the quarter ended September 30, 20082009, and 40% in25% of the payout for the quarter ended December 31, 2008. 2009, was subject to


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modification based on performance against the syndicated team goal, and the remaining 60% or 75% of each payout, depending on the quarter, was subject to modification based on performance against individual goals. The Committee believed that the team goal was appropriate for Messrs. Doyle and Rutstein because of their visibility into and responsibility for company-wide financial planning and operating results, respectively. The targeted percentage of syndicated bookings, the actual syndicated bookings, and the associated team goal modifier for Messrs. Doyle and Rutstein, were as follows:
                 
  Q1 Q2 Q3 Q4
 
Target Syndicated %:  67.5-68.5%  64.5-65.5%  64.5-65.5%  73.5-74.5%
Actual Syndicated %:  66.8%  60.0%  61.2%  74.1%
Team Modifier:  75%  0.0%  40%  100%
The individual goals for each executive officer were set quarterly by Mr. Colony and Mr. Rutstein for each of their direct reports, and were designed to promote achievement of our Company’s quarterly and annual performance targets approved by the Committee. These individual goals included goals with respect to particular financial or customer satisfaction metrics, which were company-wide in the case of Mr. Rutstein, and focused on the applicable client group for which they served as managing director, in the case of Ms. Meringer and Mr. Van Lingen, as well as more subjective items such as management style and strategic direction. Based upon Mr. Colony’s and Mr. Rutstein’s evaluation of their direct reports’ performance against those goals, the average individual goal modifier for the named executive officers other than Mr. Colony for 2009 was determined to be approximately 98.5%.
The 2009 bonus payout of Mr. Colony, as determined under the plan based on the Company’s performance, which was paid annually in arrears, and could be increased by as much as an additional 50% or reduced to as little as zero, depending on the Committee’s evaluation of the overall performance of Mr. Colony against individual annual goals, as well as the achievement of the “syndicated” team goal described above. The individual goals were set by the Committee at the beginning of the year and included company-wide-financial performance, as well as strategic and organizational goals. Based upon the Committee’s evaluation of Mr. Colony’s performance against those goals, Mr. Colony’s individual goal modifier for 2009 was determined to be 100%.
 
Actual bonus payments for 20082009 are set forth in the Summary Compensation Table under the heading “Non-Equity Incentive Plan Compensation” and reflect that, in the aggregate, actual awards paid to our named executive officers for 20082009 were on average equal to approximately 84%81% of the aggregate cash incentive compensation targets that the Committee established for 2008,2009, based on Company, individual and team performance relative to the applicable goals for each executive or, in the case of Mr. Colony, based solely on the Company’s performance.executive.
 
Long-term Equity Incentive Compensation.  The principal equity component of our executive compensation historically has been in the form of stock options granted under our equity incentive plans. All stock optionstock-based compensation awards granted to our executive officers are granted by the Committee. Stock options generally will behave been granted when an executive joins Forrester or in connection with a promotion, with additional optionsstock-based awards granted from time to time, typically as part of an annual grant of stock options to a larger group of key employees. We believe that stock option participation helpsstock-based awards help to motivate and retain executives and also alignsalign management’s incentives with long-term stock price appreciation. In determining the size and nature of stock-based awards for 2008, the Committee considered the aggregate number of options outstanding relative to the Company’s total shares outstanding and the individuals that they believed were most likely to contribute to or influence an improvement in the Company’s operating margin. In order to better align management’s stock-based compensation with the interests of stockholders, all stock options granted to executive officers in 2008 (other than those issued in connection with promotions) were performance-based, with vesting and the vesting schedule keyed to achievement of pro forma operating profit targets, as further described below. Grants to new executives and grants made in connection with promotions are typically tenure-based, with vesting occurring with the passage of time.time, with more recent follow-on grants to current executives typically being performance-based, with vestingand/or the vesting schedule keyed to achievement of specified financial goals. We believe that the combination of tenure-based and performance-based optionsawards serves to encourage retention while further aligning the interests of executives and stockholders. Neither the Company nor our board of directors, including the Committee, has any plan, program or practice of timing equity incentive awards in coordination with the release or withholding of material non-public information.
 
In determining the size and nature of stock-based awards for 2009, the Committee considered the aggregate number of options outstanding relative to the Company’s total shares outstanding, the average aggregate size of stock awards made to executive officers of companies that are similarly situated or with which we compete to attract and retain executives, including the referenced peer group, and the individuals that they believed were most likely to contribute to or influence the continued implementation of the Company’s role-based strategy, a return to the Company’s historical growth levels and continued improvement in the Company’s operating margin. On March 28, 2008,June 29, 2009, the Committee reviewed and approved the grant of performance-based restricted stock units (RSUs) and


13

tenure-based stock options to each of Mr. Doyle, Ms. Meringer, Mr. Rutstein and Mr. van Lingen, effective July 1, 2009 as part of a grant of equity-based compensation to key employees across the Company. The Committee determined that an award comprised of a combination of tenure-based stock options and performance-based restricted stock units would best align the interests of management with that of the stockholders of the Company by providing incentives for the executives to remain employed by the Company and to focus on initiatives designed to promote long-term growth. In addition, in structuring the awards, the Committee considered that if and when an RSU award vests, it provides immediate compensatory value to the executive. With respect to the stock options, the Committee determined that extending the vesting schedule to provide that none of the grant would vest until 21 months after award date was appropriate to promote a longer-term outlook. So long as the named executive officer holding one of the options remains employed by the Company, 50% of the shares subject to the option will vest on April 1, 2008. These2011, an additional 25% will vest April 1, 2012, and the balance of the shares subject to the option will vest on April 1, 2013. The stock options were granted at an exercise price of $27.11,$25.25, which was equal to the closing market price of the common stock on the grant date.
Each RSU granted to the named executive officers in 2009 entitles the applicable officer to receive on or after April 1, 2012, prior to deducting the applicable number of shares necessary to satisfy withholding tax obligations, one share of the Company’s common stock, if two performance levels are met and the officer remains employed by the Company. The vesting of each of these options was determined based upon achievement of definedapplicable performance objectives relatingmetrics are the percentage growth in the Company’s total consolidated revenues for the year ending December 31, 2011 as compared to the Company’s total consolidated revenues for the year ending December 31, 2010, oryear-over-year revenue growth, and consolidated pro forma operating profit. The options couldmargin for the year ending December 31, 2011. If both target performance levels are met, the RSUs will vest over two, three or four years, depending onat 100%; if both target performance or the option shares could be forfeited if the defined performance objectives werelevels are not met. The threshold performance for vesting of the options over four years was achievement ofachieved, butyear-over-year revenue growth and pro forma operating profitmargin equal or exceed prescribed minimum levels, then the RSUs will vest at 40%. Failure to achieve the minimum performance levels for 2008 of at least $42.9 million, the threshold for vesting of the options over three years was achievement ofeitheryear-over-year revenue growth or pro forma operating profit for 2008 of $44.4 million, and the threshold for vestingmargin will result in forfeiture of the options over two yearsRSUs. The Committee decided that using scaled metrics was achievementappropriate to achieve the objectives of pro


11

forma operating profit for 2008longer-term strategic thinking and retention of $46.1 million. Based on our actual 2008 pro forma operating profit of $46.8 million (excludingkey talent, particularly given the operations of JupiterResearch, acquired in July 2008), one-halfuncertainty of the option shares became exercisable on April 1, 2009,current business environment. The applicable minimum and target levels for each of the remaining balance become exercisable on April 1, 2010.performance metrics are as follows:
         
  Minimum Target
 
Year-Over-Year Revenue Growth:
  12%  15%
Pro Forma Operating Margin:  15%  17%
 
Given Mr. Colony’s significant ownership of our common stock, the Committee did not grant stock options or restricted stock units to Mr. Colony in 2008.2009.
 
Other Benefits
 
As employees of our Company, our executive officers are eligible to participate in all Company-sponsored benefit programs on the same basis as other full-time employees, including health and dental insurance and life and disability insurance. In addition, our executive officers are eligible to receive the same employer match under our 401(k) plan (or applicable foreign plan) as is applicable for all participating employees. We do not offer any supplemental executive health and welfare or retirement programs, or provide any other supplemental benefits or perquisites, to our executives.
 
We have a cash bonus plan adopted in 2000 to pay bonuses measured by a portion of the share of our net profits from two technology related private equity investment funds. Certain of our key employees, including a numbercertain of our executive officers who were employees of the Company at the time of the adoption of this plan, participate in this plan. The principal purpose of this cash bonus plan was to retain key employees by allowing them to participate in a portion of the potential return from our technology-related investments if they remained employed by the Company. The plan was established at a time when technology and internet companies were growing significantly, and providing incentives to retain key employees during that time was important. To date, although we have invested $19.6 million of a $20 million commitment in these funds, we have not paid any bonuses under this plan.


14

2010 Compensation
The Committee adopted an Executive Cash Incentive Plan effective February 10, 2010 for the executive officers. Beginning with 2010, cash incentive payouts for the executive officers of the Company, including all of the named executive officers, will be paid annually, rather than quarterly, in arrears.
In February 2010, the Committee approved increases in the base salary and cash incentive targets for Messrs. Colony, Rutstein, Doyle, and van Lingen, and Ms. Meringer, effective January 1, 2010, as follows:
         
Name
 2010 Base Salary 2010 Cash Incentive Target
 
George Colony $350,000  $210,000 
Charles Rutstein  336,000   144,000 
Michael Doyle  315,000   135,000 
Julie Meringer  252,000   108,000 
Dennis van Lingen  263,326*  112,854*
* Reflects a translation from Euros into U.S. dollars based on an exchange rate of 1.4 dollars per Euro, which is the exchange rate that the Company will use for financial planning purposes for 2010.
 
Impact of Tax and Accounting on Compensation Decisions
 
Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive officers in excess of $1 million unless the compensation is performance based. Because the compensation amounts paid to our executive officers are substantially below this threshold, to date we have not needed to structure compensation arrangements with our executive officers to preserve the deductibility of that compensation in light of Section 162(m).
 
When determining amounts of equity grantsawards to executives and employees under our equity incentive program, the Committee considers the compensation charges associated with the grants.awards. We accountrecognize compensation expense for stock-based compensation in accordance withawards based upon the requirementsfair value of Financial Accounting Standards Board Statement No. 123R. Under SFAS No. 123R, grantsthe award. Grants of stock options result in compensation expense equal to the fair value of the options, which is calculated using a Black-Scholes option pricing model. ThisRestricted stock unit awards result in compensation expense equal to the fair value of the award on the award date, which is calculated using the closing stock price of the underlying shares on the date of the award. Stock-based compensation is recognized as an expense over the option vesting period.period of the award.
 
Compensation Committee Report
 
The Compensation and Nominating Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management and, based on this review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
 
Compensation and Nominating Committee
 
Robert M. Galford, Chair

Michael H. Welles
Gretchen G. Teichgraeber
Michael H. Welles


1215

SUMMARY COMPENSATION TABLE
 
The following table shows the compensation earned during 2007, 2008 and 20082009 by our Chief Executive Officer, our Chief Financial Officer and each of our three most highly compensated executives as of December 31, 2008.2009. We refer to these officers as the “named executive officers.” The table also shows the compensation earned during 2006 by Messrs. Colony and Rutstein, who were named executive officers as of December 31, 2006.
 
                                                          
         Non-Equity
               Non-Equity
    
         Incentive Plan
 All Other
         Stock
 Option
 Incentive Plan
 All Other
  
   Salary
 Bonus
 Option Awards
 Compensation
 Compensation
 Total
   Salary
 Bonus
 Awards
 Awards
 Compensation
 Compensation
 Total
Name and Principal Position
 Year ($) ($)(1) ($)(2) ($) ($)(3) ($) Year ($) ($)(1) ($)(2) ($)(2) ($) ($)(3) ($)
George F. Colony  2008   310,000   —   —   142,500   6,135   458,635   2009   320,000   —   —   —   145,500   10,394   475,894 
Chairman of the Board and  2007   300,000   —   56   116,250   4,668   420,974   2008   310,000   —   —   —   142,500   6,135   458,635 
Chief Executive Officer  2006   300,000   —   301   153,750   4,780   458,831   2007   300,000   —   —   —   116,250   4,668   420,918 
Michael A. Doyle(4)  2008   304,000   37,500   137,579   83,326   8,440   570,844   2009   308,000   —   84,184   86,023   78,759   8,912   565,878 
Chief Financial Officer and Treasurer  2007   80,747   37,500   45,254   17,675   443   181,619   2008   304,000   37,500   —   —   83,326   8,440   433,266 
  2007   80,747   37,500   —   385,865   17,675   443   522,230 
Julie Meringer  2008   230,000   —   98,048   77,188   6,405   411,641   2009   230,000   —   84,184   86,023   87,709   7,862   495,778 
Managing Director, Information Technology Client Group  2007   215,000   —   149,323   70,529   9,996   444,848 
Managing Director, Information  2008   230,000   —   —   154,994   77,188   6,405   468,587 
Technology Client Group  2007   215,000   —   —   172,458   70,529   9,996   467,983 
Charles Rutstein  2008   290,000   —   236,826   111,173   8,420   646,418   2009   290,000   —   126,250   129,034   97,268   11,092   653,644 
Chief Operating Officer  2007   275,000   —   230,757   97,750   11,330   614,837   2008   290,000   —   —   232,490   111,173   8,420   642,083 
  2006   243,939   —   157,694   93,128   7,024   501,785   2007   275,000   —   —   247,861   97,750   11,330   631,941 
Dennis van Lingen(5)  2008   267,620   —   176,682   94,310   28,690   567,302   2009   253,753   —   105,217   107,528   97,311   26,194   590,003 
Managing Director, Marketing & Strategy Client Group; Chief Europe, Middle East, & Africa (EMEA) Officer  2007   234,174   —   158,779   77,033   40,530   510,516 
Managing Director, Marketing &  2008   267,620   —   —   154,994   94,310   28,690   545,614 
Strategy Client Group; Chief Europe,  2007   234,174   —   —   114,829   77,033   40,530   466,566 
Middle East, & Africa Officer                        
 
 
(1)Amounts represent a sign-on bonus paid to Mr. Doyle in two installments.
 
(2)TheThese amounts in this column reflectrepresent the dollar amount recognizedaggregate grant date fair value of restricted stock unit and option awards for financial statement reporting purposes for2009, 2008 in accordance with SFAS 123R and thus include amounts from awards granted in and prior to 2008.2007, respectively. Assumptions used in the calculation of these amountsgrant date fair value of stock options are included in footnote 121 to the Company’s consolidated financial statements included in our 20082009 Annual Report onForm 10-K,10-K. exceptThe grant date fair value of restricted stock units is based upon the closing price of the Company’s common stock on the date of grant. For purposes of calculating the grant date fair value of performance awards, we assume that the amounts set forth in this column exclude the impactperformance criteria will be fully achieved and 100% of estimated forfeitures of equity awards.each award will vest. The amounts set forth may be more or less than the value ultimately realized by the named executive officer based upon, among other things, the value of the Company’s Common Stock at the time of exercise of the options or vesting of the restricted stock units and whether such options or restricted stock units actually vest.
 
(3)20082009 amounts include the following amounts of companyCompany matching contributions under our 401(k) plan or, for Mr. van Lingen, our Netherlands-based defined contribution pension plan: Mr. Colony, $3,194;$7,350; Mr. Doyle, $7,350; Ms. Meringer, $5,917;$7,350; Mr. Rutstein, $4,758;$7,350; and Mr. van Lingen, $18,960.$18,055. Other amounts consist of group term life insurance premiums and miscellaneous other items.
 
(4)Mr. Doyle joined the Company as Chief Financial Officer and Treasurer on September 24, 2007.
 
(5)All elements of Mr. van Lingen’s 2009 compensation, other than option-relatedstock compensation-related expenses, reflect a translation from Euros into U.S. dollars based on an exchange rate of 1.471340.71916 Euros per dollar, which was the average exchange rate during 2008.2009. Elements of Mr. Van Lingen’s compensation for 2008 and 2007 reflect the average exchange rates for each of those years.


1316

 
GRANTS OF PLAN-BASED AWARDS FOR 20082009
 
The following table sets forth information with respect to plan-based awards granted to named executive officers in 2008.2009.
 
                                           
                 All Other
                                              
                 Option
                     All Other
   Grant
                 Awards:
 Exercise
                   Option
 Exercise
 Date
     Estimated Possible Payouts Under
       Number of
 or Base
 Grant Date
                 Awards:
 or Base
 Fair
     Non-Equity Incentive Plan
 Estimated Future Payouts Under
 Securities
 Price of
 Fair
     Estimated Possible Payouts Under
 Estimated Future Payouts Under
 Number of
 Price of
 Value of
   Committee
 Awards(1) Equity Incentive Plan Awards(2) Underlying
 Option
 Value of
     Non-Equity Incentive Plan Awards(1) Equity Incentive Plan Awards(3) Securities
 Option
 Option
 Grant
 Approval
 Threshold
 Target
 Maximum
 Threshold
 Target
 Maximum
 Options
 Awards
 Option
   Committee
 Threshold
 Target
 Maximum
 Threshold
 Target
 Maximum
 Underlying
 Awards
 Awards
Name
 Date Date ($) ($) ($) (#) (#) (#) (#) ($/Sh) Awards ($)(3) Grant Date Approval Date ($)(2) ($) ($)(2) (#) (#) (#) Options (#) ($/Sh) ($)(4)
George F. Colony  —   —   0   175,000   280,000   —   —   —   —   —   —   —   —   0   200,000   480,000   —   —   —   —   —   — 
Michael A. Doyle  —   —   0   104,000   249,600   —   —   —   —   —   —   —   —   0   108,000   259,200   —   —   —   —   —   — 
  07/01/09   06/29/09   —   —   —   —   —   —   10,000   25.25   86,023 
  07/01/09   06/29/09   —   —   —   1,334   3,334   3,334   —   —   84,184 
Julie Meringer  —   —   0   95,000   228,000   —   —   —   —   —   —   —   —   0   95,000   228,000   —   —   —   —   —   — 
  07/01/09   06/29/09   —   —   —   —   —   —   10,000   25.25   86,023 
  04/01/08   03/28/08   —   —   —   —   20,000   20,000   —   27.11   154,994   07/01/09   06/29/09   —   —   —   1,334   3,334   3,334   —   —   84,184 
Charles Rutstein  —   —   0   135,000   324,000   —   —   —   —   —   —   —   —   0   135,000   324,000   —   —   —   —   —   — 
  04/01/08   03/28/08   —   —   —   —   30,000   30,000   —   27.11   232,490   07/01/09   06/29/09   —   —   —   —   —   —   15,000   25.25   129,034 
Dennis van Lingen  —   —   0   96,220   230,928   —   —   —   —   —   — 
  04/01/08   03/28/08   —   —   —   —   20,000   20,000   —   27.11   154,994   07/01/09   06/29/09   —   —   —   2,000   5,000   5,000   —   —   126,250 
Dennis van Lingen(5)  —   —   0   94,740   227,376   —   —   —   —   —   — 
  07/01/09   06/29/09   —   —   —   —   —   —   12,500   25.25   107,528 
  07/01/09   06/29/09   —   —   —   1,667   4,167   4,167   —   —   105,217 
 
 
(1)Consists of awards under our 20082009 Matrix Bonus Plan, an annual non-equity incentive plan, with payouts thereunder made quarterly in arrears.arrears to executives other than Mr. Colony, and annually in arrears for Mr. Colony. Our 20082009 Matrix Bonus Plan is described in detail, including calculation of threshold, target and maximum awards under the plan, in the Compensation Discussion and Analysis above. Actual amounts awarded are set forth in the Summary Compensation Table above.
 
(2)The threshold and maximum amounts reflect the fact that a named executive officer’s payout, as determined by the Company’s matrix performance, can be increased by as much as 50% or reduced to as little as zero, depending on achievement of specific individual goals and, with respect to Mr. Colony and his direct reports, the achievement of a team goal. Without giving effect to any upward or downward adjustment for individual or team performance, the threshold (10% of target), target and maximum (160% of target) possible payouts under the 2009 Matrix Bonus Plan for the named executive officers were as follows:
             
Name
 Threshold ($) Target ($) Maximum ($)
 
George F. Colony $20,000  $200,000  $320,000 
Michael A. Doyle $10,800  $108,000  $172,800 
Julie Meringer $9,500  $95,000  $152,000 
Charles Rutstein $13,500  $135,000  $216,000 
Dennis van Lingen $9,474  $94,740  $151,584 
(3)Consists of performance-based optionsrestricted stock units granted pursuant to our 2006 Equity Incentive Plan (“2006 Plan”). The vesting of such options was determined basedrestricted stock units is conditioned upon achievement of defined performance objectives relating toyear-over-year revenue growth and pro formaform operating profit.margin in 2011. The options couldrestricted stock units can vest over two, threeas to either 40% or four years,100% of the total number of shares subject to the award, depending on performance, or the option shares couldrestricted stock units can be forfeited if the defined performance objectives are not met. Based on actual results for 2008, one-half of the option shares became exercisable on the first anniversary of the option grant date, and the remaining one-half become exercisable on the second anniversary of the option grant date. Pursuant to the terms of the 2006 Plan, the optionsrestricted stock units become exercisablevested in full upon a change of control, unless there is an assumption, substitution or cash-out of such optionsrestricted stock units in connection with the change of control.
 
(3)(4)Assumptions used in the calculation of these amountsoption awards are included in footnote 121 to the Company’s consolidated financial statements included in our 20082009 Annual Report on FormForm 10-K. The grant date fair value of restricted stock units is based upon the closing price of the Company’s common stock on the date of grant. For purposes of calculating the grant date fair value of performance awards, we assume that the performance criteria will be fully achieved and 100% of each award will vest.


1417

(5)Threshold, target and maximum awards under our 2009 Matrix Bonus Plan for Mr. van Lingen reflect a translation from Euros into U.S. dollars based on an exchange rate of 1.28 dollars per Euro, which was the exchange rate that the Company used for all financial planning purposes for 2009. The applicable amounts expressed in Euro would be: threshold, €7,402; target, €74,016; and maximum, €177,638. Applying the average exchange rate during 2009, which was used to calculate the actual amounts paid in the Summary Compensation Table, the same amounts expressed in U.S. dollars would be: threshold, $10,292; target, $102,920; and maximum, $247,008.
 
OUTSTANDING EQUITY AWARDS AT 20082009 YEAR-END TABLE
 
The following table sets forth information for the named executive officers regarding outstanding option awards and stock awards held as of December 31, 2008. None of the named executive officers held any stock awards as of December 31, 2008.2009.
 
                                        
 Option Awards  Option Awards Stock Awards
 Number of
 Number of
      Number of
 Number of
     Equity Incentive Plan
 Equity Incentive Plan
 Securities
 Securities
      Securities
 Securities
     Awards: Number of
 Awards: Market or
 Underlying
 Underlying
      Underlying
 Underlying
     Unearned Shares, Units
 Payout Value of
 Unexercised
 Unexercised
 Option
 Option
  Unexercised
 Unexercised
 Option
 Option
 or Other Rights That
 Unearned Shares, Units
 Options (#)
 Options (#)
 Exercise
 Expiration
  Options (#)
 Options (#)
 Exercise
 Expiration
 Have Not Vested
 or Other Rights That
Name
 Exercisable Unexercisable Price ($) Date  Exercisable Unexercisable Price ($) Date (#)(1) Have Not Vested ($)(2)
George F. Colony  —   —   —   —   —   —   —   —   —   — 
Michael A. Doyle  12,500   37,500(1) $25.20   09/30/2017   —   —   —   —   3,334   86,517 
  25,000   25,000(3) $25.20   09/30/2017   —   — 
  0   10,000(4) $25.25   06/30/2019   —   — 
Julie Meringer  8,000   —  $25.16   03/15/2011   —   —   —   —   3,334   86,517 
  8,000   —  $25.16   03/15/2011   —   — 
  5,000   —  $15.96   10/31/2011   —   — 
  5,000   —  $15.96   10/31/2011   2,397   —  $17.38   10/31/2011   —   — 
  2,397   —  $17.38   10/31/2011   1,000   —  $14.73   03/30/2013   —   — 
  1,000   —  $14.73   03/30/2013   4,500   —  $18.42   03/30/2014   —   — 
  4,500   —  $18.42   03/30/2014   4,412   —  $14.06   03/30/2015   —   — 
  4,412   —  $14.06   03/30/2015   15,000   —  $22.19   04/03/2016   —   — 
  15,000   —  $22.19   04/03/2016   10,000   10,000(5) $27.34   01/01/2017   —   — 
  5,000   15,000(2) $27.34   01/01/2017   10,000   10,000(6) $27.11   03/31/2018   —   — 
  —   20,000(3) $27.11   03/31/2018   —   10,000(7) $25.25   06/30/2019      — 
Charles Rutstein  4,646   —  $28.47   01/16/2010   —   —   —   —   5,000   129,750 
  7,500   —  $61.25   07/31/2010   7,500   —  $61.25   07/31/2010   —   — 
  8,000   —  $25.16   03/15/2011   8,000   —  $25.16   03/15/2011   —   — 
  5,000   —  $14.73   03/30/2013   5,000   —  $14.73   03/30/2013   —   — 
  7,500   —  $18.42   03/30/2014   7,500   —  $18.42   03/30/2014   —   — 
  7,500   —  $14.06   03/30/2015   7,500   —  $14.06   03/30/2015   —   — 
  20,000   20,000(4) $21.87   02/14/2016   30,000   10,000(8) $21.87   02/14/2016   —   — 
  10,000   20,000(5) $28.62   04/01/2017   20,000   10,000(9) $28.62   04/01/2017   —   — 
  —   30,000(6) $27.11   03/31/2018   15,000   15,000(10) $27.11   03/31/2018   —   — 
  —   15,000(11) $25.25   06/30/2019   —   — 
Dennis van Lingen  5,000   —  $61.25   07/31/2010   —   —   —   —   4,167   108,134 
  5,000   —  $25.16   03/15/2011   5,000   —  $61.25   07/31/2010   —   — 
  1,250   —  $14.73   03/30/2013   5,000   —  $25.16   03/15/2011   —   — 
  4,000   —  $18.42   03/30/2014   1,250   —  $14.73   03/30/2013   —   — 
  2,500   —  $14.06   03/30/2015   4,000   —  $18.42   03/30/2014   —   — 
  7,500   7,500(7) $26.08   05/14/2016   2,500   —  $14.06   03/30/2015   —   — 
  7,500   7,500(8) $27.35   09/06/2016   11,250   3,750(12) $26.08   05/14/2016   —   — 
  5,000   10,000(9) $26.93   04/01/2017   11,250   3,750(13) $27.35   09/06/2016   —   — 
  —   20,000(10) $27.11   3/31/2018   10,000   5,000(14) $26.93   04/01/2017   —   — 
  10,000   10,000(15) $27.11   03/31/2018   —   — 
  —   12,500(16) $25.25   06/30/2019   —   — 
 
 
(1)Consists of performance-based restricted stock units granted pursuant to our 2006 Equity Incentive Plan. The vesting of these restricted stock units is conditioned upon achievement of defined performance objectives


18

relating toyear-over-year revenue growth and pro form operating margin in 2011. The restricted stock units can vest on April 1, 2012 as to either 40% or 100% of the total number of shares subject to the award, depending on performance, or the restricted stock units can be forfeited if the defined performance objectives are not met.
(2)The market value was calculated based on $25.95, the closing price per share of our common stock on December 31, 2009.
(3)Stock options become exercisable in equal installments on each of October 1, 2009, October 1, 2010 and October 1, 2011.
 
(2)(4)Stock options become exercisable as to 5,000 shares on April 1, 2011, 2,500 shares on April 1, 2012 and 2,500 shares on April 1, 2013.
(5)Stock options became exercisable as to 5,000 shares on January 2, 2009,2010, and the remainder become exercisable in equal installments on each of January 2, 2010 and January 2, 2011.
 
(3)(6)Stock options became exercisable as to 10,000 shares on April 1, 2009, and the remainder become exercisable on April 1, 2010.
 
(4)Stock options became exercisable as to 10,000 shares on February 15, 2009, and the remainder become exercisable on February 15, 2010.
(5)Stock options became exercisable as to 10,000 shares on April 2, 2009, and the remainder become exercisable on April 2, 2010.
(6)Stock options became exercisable as to 15,000 shares on April 1, 2009, and the remainder become exercisable on April 1, 2010.


15

(7)Stock options become exercisable in equal installmentsas to 5,000 shares on each of May 15, 2009April 1, 2011, 2,500 shares on April 1, 2012 and May 15, 2010.2,500 shares on April 1, 2013.
 
(8)Stock options becomebecame exercisable in equal installments on each of May 15, 2009 and MayFebruary 15, 2010.
 
(9)Stock options became exercisable as to 5,000 shares on April 2, 2009, and the remainder become exercisable on April 2, 2010.
 
(10)Stock options became exercisable as to 10,000 shares on April 1, 2009, and the remainder become exercisable on April 1, 2010.
(11)Stock options become exercisable as to 7,500 shares on April 1, 2011, 3,750 shares on April 1, 2012 and 3,750 shares on April 1, 2013.
(12)Stock options become exercisable on May 15, 2010.
(13)Stock options become exercisable on May 15, 2010.
(14)Stock options become exercisable on April 2, 2010.
(15)Stock options become exercisable on April 1, 2010.
(16)Stock options become exercisable as to 6,250 shares on April 1, 2011, 3,125 shares on April 1, 2012 and 3,125 shares on April 1, 2013.
 
OPTION EXERCISES AND STOCK VESTED TABLE FOR 20082009
 
The following table sets forth information for the named executive officers regarding the value realized during 2008 by such executives pursuant to option exercises. None of the named executive officers exercised stock options or acquired shares upon the vesting of stock awards during 2008.
         
  Option Awards 
  Number of
    
  Shares
    
  Acquired
  Value Realized
 
  on Exercise
  on Exercise
 
Name
 (#)  ($) 
 
George F. Colony  —   — 
Michael A. Doyle  —   — 
Julie Meringer  10,000  $128,147 
Charles Rutstein  5,271  $53,812 
Dennis van Lingen  —   — 
2009.
 
Pension Benefits
 
We have no defined benefit pension plans or long-term incentive plans applicable to the named executive officers.
 
Nonqualified Deferred Compensation
 
We have no nonqualified defined contribution or deferred compensation plans.
 
Severance andChange-of-Control Benefits
 
We entered into an employment offer letter on July 24, 2007 with Mr. Doyle that provides for severance benefits following a termination of his employment by the Company without Cause (as defined in the offer letter). In the event of such a termination, we must continue to pay Mr. Doyle his base salary for the 6 months following his termination, subject to his signing a separation agreement in a form acceptable to us that includes a general release of all claims. We have not entered into agreements providing for severance benefits with any of the other named executive officers. Each of our named executive officers other than Mr. Colony has entered into stock option and restricted stock unit grant agreements that provide for full acceleration of vesting upon a change of control of the Company.Company, unless there is an assumption, substitution or cash-out of such options or restricted stock units in connection with the change of control. The following table shows what the benefit of such acceleration would have


19

been assuming a change of control had occurred on December 31, 2008,2009, and also shows the severance amounts that would have been payable to Mr. Doyle if we had terminated his employment without Cause on December 31, 2008.2009.
 
                    
 Early Vesting of Stock
 Severance Amount Upon
  Early Vesting of Stock
 Early Vesting of Stock
 Severance Amount Upon
 Options Upon a
 Termination
  Options Upon a
 Awards Upon a
 Termination
Name
 Change of Control(1) Without Cause  Change of Control($)(1) Change of Control($)(2) Without Cause ($)
George F. Colony  —   —   —   —   — 
Michael A. Doyle $112,875  $154,000   25,750   86,517   154,000 
Julie Meringer $35,050   —   7,000   86,517   — 
Charles Rutstein $159,800   —   51,300   129,750   — 
Dennis van Lingen $57,225   —   8,750   108,134   — 


16

 
(1)This amount equals the difference between the exercise price of each option and $28.21,$25.95, the closing price of our common stock on NASDAQ on December 31, 2008,2009, multiplied by the number of unvested shares of our common stock underlying stock options on December 31, 2008,2009, the assumed date of the change of control.
(2)This amount equals $25.95, the closing price per share of our common stock on December 31, 2009, multiplied by the number of unvested shares of our common stock underlying restricted stock units on December 31, 2009, the assumed date of the change of control.
 
Director Compensation
 
DIRECTOR COMPENSATION TABLE FOR 20082009
 
The following table shows the compensation that we paid during the year ended December 31, 20082009 to each of our directors, other than Mr. Colony, whose compensation is reflected in “Executive Compensation” above.
 
                        
 Fees Earned or
      Fees Earned or
    
 Paid in Cash
 Option Awards
 Total
  Paid in Cash
 Option Awards
 Total
Name
 ($) ($)(1)(2)(3) ($)  ($) ($)(1)(2)(3) ($)
Henk W. Broeders  14,500   134,218   148,718   13,000   97,512   110,512 
Robert M. Galford  10,000   134,218   144,218   10,000   97,512   107,512 
George R. Hornig  21,000   134,218   155,218   21,000   97,512   118,512 
Gretchen G. Teichgraeber  10,000   119,730   129,730   10,000   97,512   107,512 
Michael H. Welles  16,000   134,218   150,218   16,000   97,512   113,512 
 
 
(1)The amounts in this column reflect the dollar amount recognizedaggregate grant date fair value of option awards for financial statement reporting purposes for 2008 in accordance with SFAS No. 123R and thus include amounts from awards granted in and prior to 2008.2009. Assumptions used in the calculation of these amounts are included in footnote 121 to the Company’s consolidated financial statements included in our 20082009 Annual Report onForm10-K, 10-K. except that the amounts set forth in this column exclude the impact of estimated forfeitures of equity awards. The amounts set forth may be more or less than the value ultimately realized by the named director based upon, among other things, the value of our common stockthe Company’s Common Stock at the time of vesting or exercise of the options and whether such options actually vest.
 
(2)On May 13, 2008,12, 2009, each of the directors other than Mr. Colony received an option to purchase 12,500 shares with a grant date fair valuean exercise price of $110,592.$23.41.
 
(3)At December 31, 2008,2009, the directors held options to purchase the number of shares listed next to their name below:
 
     
Director
 Number of Shares
 
Henk W. Broeders  117,834125,000 
Robert W. Galford  112,500125,000 
George R. Hornig  65,62578,125 
Gretchen G. Teichgraeber  43,50056,000 
Michael H. Welles  120,500125,000 


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Our non-employee directors receive an annual retainer of $10,000, payable quarterly in arrears, and members of the Audit Committee receive $1,500 for each regular meeting they attend, with the Chairman of the Audit Committee receiving an additional $5,000 per year. Members of our Board of Directors are reimbursed for their expenses incurred in connection with attending any meeting.
 
Under the 2006 Stock Option Plan for Directors, following each annual meeting of stockholders, each non-employee director receives an option to purchase 12,500 shares of our common stock at an exercise price equal to the fair market value on that date. These options vest in four equal annual installments. After last year’s annual meeting, our five non-employee directors at that time each received an option to purchase 12,500 shares of our common stock at an exercise price of $30.95$23.41 per share. Any non-employee director that is newly elected between annual meetings will receive an option to purchase 6,000 shares of our common stock at an exercise price equal to the fair market value on the date he or she is first elected as a director. These options also vest in four equal annual installments, with the first installment vested on the date of grant. Options granted under the 2006 Stock Option Plan


17

for Directors become exercisable in full upon a change of control of the Company, unless there is an assumption, substitution or cash-out of such options in connection with the change of control.
 
Options granted to our non-employee directors prior to theour 2006 annual meeting were made pursuant to our Amended and Restated 1996 Stock Option Plan for Non-Employee Directors. All options granted under that plan become exercisable in full upon a change of control of the Company.
 
The Compensation and Nominating Committee of the Board of Directors also has the authority under the plan to grant stock options to non-employee directors in such amounts and on such terms as it shall determine at the time of grant. No such awards have been made.


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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
 
The Board of Directors has appointed an Audit Committee composed of three non-employee directors: Messrs. Hornig (Chairman), Broeders, and Welles. Each of the members of the Audit Committee is “independent” as defined under the NASDAQ Stock Market listing standards. The Board has determined that Mr. Hornig is an “audit committee financial expert” under applicable rules of the Securities and Exchange Commission, and the members of the Audit Committee satisfy the NASDAQ financial literacy standards.
 
The Audit Committee is responsible for providing independent oversight of Forrester’s accounting functions and internal controls. The Audit Committee oversees Forrester’s financial reporting process on behalf of the Board of Directors, reviews financial disclosures, and meets privately, outside of the presence of management, with Forrester’s internal auditor and with representatives of the independent registered public accounting firm. The Audit Committee also selects and appoints the independent registered public accounting firm, reviews the performance of the independent registered public accounting firm, and reviews the independent registered public accounting firm’s fees. The Audit Committee operates under a written charter adopted by the Board of Directors.
 
In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed Forrester’s audited financial statements for the fiscal year ended December 31, 20082009 with Forrester’s management and with BDO Seidman, LLP, Forrester’s independent registered public accounting firm. The Audit Committee also discussed with BDO Seidman, LLP the matters required by Statement of Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (United States) in Rule 3200T. This included a discussion of the independent registered public accounting firm’s judgments as to the quality, not just the acceptability, of Forrester’s accounting principles, and such other matters as are required under the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee also received the written disclosures and letter from BDO Seidman, LLP required by the Public Company Accounting Oversight Board (United States) Rule 3526, and the Audit Committee discussed the independence of BDO Seidman, LLP with that firm.
 
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited financial statements in our Annual Report onForm 10-K for the fiscal year ended December 31, 20082009 for filing with the Securities and Exchange Commission.
 
AUDIT COMMITTEE OF THE BOARD OF

DIRECTORS
 
George R. Hornig, Chairman

Henk W. Broeders

Michael H. Welles


1922

OTHER INFORMATION
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
Section 16(a) of the Securities Exchange Act requires our officers and directors, and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (“SEC”). Officers, directors and greater than 10% beneficial stockholders are required by SEC regulation to furnish to us copies of all Forms 3, 4 and 5 they file. Based solely on our review of copies of such forms which we received, we believe that all of our officers, directors, and greater than 10% beneficial owners complied on a timely basis with all filing requirements with respect to transactions during 2008, except for George Colony, our chief executive officer, who filed a Form 5 and an amended Form 5 to report previously unreported gift transactions from 1999 and 2003.2009.
 
Certain Relationships and Related Transactions
 
Registration Rights and Non-Competition Agreement.  At the time of our initial public offering, we entered into a registration rights and non-competition agreement with Mr. Colony which provides that if Mr. Colony’s employment with us is terminated he will not compete with us for the one year period after the date of such termination. The agreement also provides that in the event we propose to file a registration statement under the Securities Act of 1933, as amended, with respect to an offering by us for our own account or the account of another person, or both, Mr. Colony shall be entitled to include shares held by him in such a registration, subject to the right of the managing underwriter of any such offering to exclude some or all of such shares from such registration if and to the extent the inclusion of the shares would adversely affect the marketing of the shares to be sold by us. The agreement also provides that Mr. Colony may require us to register shares under the Securities Act with a fair market value of at least $5 million, except that we are not required to effect such registration more than twice or at certain times described in the agreement. The agreement also provides that we will pay all expenses incurred in connection with such registration.
 
Related Person Transactions
 
Pursuant to its amended and restated charter, our Audit Committee has responsibility for the review and approval of all transactions between the Company and any related parties or affiliates of the Company, its officers, and directors.
 
Related persons can include any of our directors or executive officers, certain of our stockholders, and any of their immediate family members. In evaluating related person transactions, the committee members apply the same standards they apply to their general responsibilities as members of a committee of the board of directors and as individual directors. The committee will approve a related person transaction when, in its good faith judgment, the transaction is in the best interest of the Company. To identify related person transactions, each year we require our directors and officers to complete a questionnaire identifying any transactions with the Company in which the officer or director or their family members have an interest. In addition, our Code of Business Conduct and Ethics includes our expectation that all directors, officers and employees who may have a potential or apparent conflict of interest will notify our legal department.
 
PROPOSAL TWO:
APPROVAL OF THE AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
In 1996, we adopted an Employee Stock Purchase Plan (the “Purchase Plan”) to provide a method by which our eligible employees may use voluntary, systematic payroll deductions to purchase shares of our common stock and thus acquire an interest in the future of our company. A total of 400,000 shares of common stock were initially available for purchase under the Purchase Plan. In 2002, our stockholders approved adding an additional 500,000 shares available for purchase under the Purchase Plan. As of the record date, approximately 835,676 shares


20

of common stock had been purchased under the Purchase Plan, and approximately 64,324 shares remained available for purchase.
On March 27, 2009, our Board of Directors voted, subject to approval by our stockholders, to further amend and restate the Purchase Plan in order to (a) increase the number of shares of common stock available for purchase under the plan by 600,000 shares, and (b) clarify certain provisions of the plan, such as the courses of action available to the Board of Directors with respect to the Purchase Plan in the case of a sale of all or substantially all of our stock or assets or other similar transaction in which we are not the surviving entity. Our Board of Directors believes that the Purchase Plan, as so amended, will allow us to attract and retain talented professionals and help align our employees’ incentives with the objective of enhancing stockholder value.
The following summarizes the key features of the Purchase Plan.
Administration
The Board of Directors, acting through our authorized officers, administers the Purchase Plan. The Board of Directors has properly delegated its authority to administer the Purchase Plan to the Compensation and Nominating Committee of the Board of Directors.
Eligible Employees
Each employee (a) who has completed six months or more of continuous employment with us, and (b) whose customary employment is more than 20 hours per week, is eligible to participate in the Purchase Plan. The number of employees participating in the Purchase Plan as of the record date was approximately 220.
Maximum Number of Shares
Currently, up to 64,324 shares of our common stock remain available for purchase under the Purchase Plan. Our Board of Directors approved and recommends that the stockholders approve an increase of an additional 600,000 shares of our common stock available for purchase under the Purchase Plan. The number of shares available for purchase under the Purchase Plan is subject to adjustments for stock splits, stock dividends, recapitalizations, mergers, consolidations, or other changes in our common stock.
Method of Participation
An eligible employee may elect to participate in the Purchase Plan by executing and providing to us a payroll deduction authorization form at least 15 days prior to the first day of any six-month period in which eligible employees are granted options (as defined below) under the Purchase Plan. We refer to this six-month period as the “option period.” Such eligible employee then becomes a “participant” on the first day of the option period and remains a participant until his or her participation is terminated as provided in the Purchase Plan.
By completing a payroll deduction authorization form, each participant designates a whole percentage of compensation to be withheld. The maximum amount that may be withheld per option period is $10,000, and the percentage withheld must not be less than 2% or more than 10% of compensation. During an option period and upon written notice, a participant may decrease (but not increase) the percentage — by whole percentage points — of compensation withheld. We maintain a withholding account reflecting each participant’s payroll deductions during an option period.
At the beginning of each option period, a participant is granted the right to purchase shares of our common stock under the Purchase Plan. We refer to this right as an “option.” On the last day of the option period, the option is deemed to be exercised for the number of whole shares equal to the quotient obtained by dividing the balance in the participant’s withholding account by the purchase price of our common stock. The Purchase Plan provides for a purchase price of our common stock equal to the lesser of (a) 85% of the fair market value of our common stock on the date of purchase (which is the last business day of the applicable option period) or (b) 85% of the fair market value on the first day of the applicable option period. The Purchase Plan defines fair market value as the closing price of our common stock on the relevant day. As soon as practicable after the end of an option period, we issue the shares purchased under the stock purchase plan.


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Cancellation, Withdrawal, and Termination
A participant who holds an option may cancel it at any time by written notice. A participant may also terminate a payroll deduction at any time by written notice. Upon any such cancellation or termination, the participant’s withholding account balance will be returned to the participant, without interest. Once a participant cancels or terminates participation, he or she must wait until a subsequent option period to rejoin the Purchase Plan.
An eligible employee will cease to be a participant upon termination of employment for any reason, and any option held by such participant under the Purchase Plan will be deemed cancelled. We will return the balance of the withholding account to the participant, who will have no further rights under the Purchase Plan. The amendments to the Purchase Plan clarify that military leave, sick leave, or other bona fide leave of absence for up to 90 days (or longer if such right to employment is guaranteed by statute or contract) will not be deemed to be a termination of employment for the purpose of the Purchase Plan.
The amendments eliminate the automatic termination date for the Purchase Plan, but instead clarify that the Board of Directors may terminate or suspend the Purchase Plan at any time.
New Plan Benefits Under the Purchase Plan
Because benefits under the Purchase Plan will depend on employees’ elections to participate and the fair market value of our common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the Purchase Plan is approved by the stockholders. Non-employee directors are not eligible to participate in the Purchase Plan. During the fiscal year ended December 31, 2008, the following persons or groups purchased shares of common stock under the 1996 Employee Stock Purchase Plan (as amended) as follows:
         
     Weighted Average
 
Name and Position
 Number of Shares  Purchase Price ($) 
 
George F. Colony
        
Chief Executive Officer  0     
Michael A. Doyle
        
Chief Financial Officer  0     
Charles Rutstein
        
Chief Operating Officer  0     
Julie Meringer
        
Managing Director, Information Technology Client Group  0     
Dennis Van Lingen
        
Managing Director, Marketing & Strategy Client Group, Chief
EMEA Officer		  0     
All current executive officers as a group (10 persons)
  1,482  $23.68 
All current non-employee directors as a group
  0     
All employees, including all current officers who are not executive officers, as a group
  66,472  $23.68 
Federal Income Tax Aspects of the Purchase Plan
The Purchase Plan is intended to qualify as an “employee stock purchase plan” or ESPP under Section 423 of the Internal Revenue Code. The following summary of certain federal income tax consequences assumes that the Purchase Plan so qualifies. The summary does not purport to be complete and, among other things, does not discuss the income tax laws of any municipality, state, or foreign country.
No taxable income results when a Purchase Plan participant is granted or exercises an option. If the participant disposes of the shares acquired upon exercise more than two years after the date of grant of the option and more than one year after exercise, or dies at any time while holding the shares, the disposition will result in ordinary income equal to the lesser of (i) 15% of the fair market value of the stock at the time the option was granted, or (ii) the excess, if any, of the fair market value of the stock at the time of disposition or death over the exercise price. We will


22

not be entitled to a deduction for this ordinary income amount. A participant who disposes of the shares during the one-year or two-year holding periods described above will have ordinary income in the year of the disposition equal to the excess of the fair market value of the stock at the time the option was exercised over the exercise price, and a corresponding deduction will be available to us. Any additional gain, or any loss, recognized by the participant in connection with the disposition will be taxable as a capital gain or loss, long-term or short-term depending on the participant’s holding period in the shares.
Market Value of Our Common Stock
The closing price of our common stock, as reported on the Nasdaq National Market on March 24, 2009, was $20.51 per share.
Recommendation and Vote
Our Board of Directors believes that the increase in the number of shares available under the Purchase Plan, and the other clarifications in the Purchase Plan, will promote the interests of the stockholders and enable us to attract, retain and compensate employees.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL THREE:

RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 20092010
 
BDO Seidman, LLP audited our financial statements for the fiscal year ending December 31, 2008.2009. Our Audit Committee has selected BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009.2010. Although stockholder approval of the selection of BDO Seidman, LLP is not required by law, our Board of Directors believes that it is advisable to give stockholders an opportunity to ratify this selection.
 
If stockholders do not approve this proposal at the 20092010 annual meeting, our Audit Committee will reconsider its selection of BDO Seidman, LLP. If stockholders do ratify this appointment, the Audit Committee, which has direct authority to engage our independent registered public accounting firm, may appoint a different independent


23

registered public accounting firm at any time during the year if it determines that the change would be in the best interests of Forrester and our stockholders.
 
The Audit Committee has approved all services provided to Forrester by BDO Seidman, LLP during 2008.2009. Representatives of BDO Seidman, LLP are expected to be present at the 20092010 annual meeting. They will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.
 
Independent Auditors’ Fees and Other Matters
 
The following table presents the aggregate fees billed in each of the last two fiscal years for services rendered by BDO Seidman, LLP and its affiliates.
 
                
 Fiscal 2008 Fiscal 2007  Fiscal 2009 Fiscal 2008 
Audit Fees(1) $613,123  $1,556,342  $603,760  $642,515 
Audit-Related Fees(2)  12,600   61,430  $25,155  $28,255 
Tax Fees(3)  5,385   7,411  $37,512  $5,385 
All Other Fees(4)  278,655   121,388  $—  $325,900 
          
Total Fees $909,763  $1,746,571  $666,427  $1,002,055 


23

 
(1)Audit fees are fees related to professional services rendered by BDO Seidman, LLP in connection with the audit of our financial statements and our internal controls over financial reporting, the reviews of our interim financial statements included in each of our quarterly reports onForm 10-Q, international statutory audits, and review of other SEC filings. Audit fees for fiscal 2007 include approximately $836,000 for services rendered in connection with the restatement of previously filed financial statements to correct past accounting for stock options.
 
(2)Audit-related fees are for assurance and related services by BDO Seidman, LLP that are reasonably related to the performance of the audit or review of our financial statements, primarily for accounting consultations and audits of our defined contribution plans.
 
(3)Tax fees are fees billed for professional services related to tax compliance and tax consulting services.
 
(4)All other fees include legal fees incurred by BDO Seidman, LLP in connection with our independent investigation into stock option granting practices and the SEC inquiry into such practices, which were reimbursed by us.
 
Audit Committee’s Pre-Approval Policy and Procedures
 
The Audit Committee orapproves the Chairmanengagement of the Audit Committee pursuant to delegated authority, is required to engage our independent registered public accounting firm to render any audit or non-audit services. At eacha regularly scheduled Audit Committee meeting, management or a representative of the Company’s independent registered public accounting firm summarizes the services to be provided by the firm includingand the fees that will be charged for the services. Thereafter, if new services or dollar amounts in excess of those pre-approved at the meeting are proposed, they are either presented for pre-approval at the next meeting of the Audit Committee or approved by the Chairman of the Audit Committee pursuant to delegated authority. At subsequent meetings, the Audit Committee is provided a listing of any newly pre-approved services since the last regularly scheduled meeting, and an updated projection for the current year of the estimated annual fees to be paid to the firm for all pre-approved audit and permissible non-audit services.
 
OURTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU
THE STOCKHOLDERS VOTEFOR RATIFYING RATIFICATION OF THE APPOINTMENT OF
BDO SEIDMAN, LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.2010.


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STOCKHOLDER PROPOSALS
 
Stockholder proposals to be considered at the Annual Meeting of Stockholders in 20102011 must be received by December 3, 2009November 29, 2010 to be considered for inclusion in our proxy materials for that meeting.
 
Stockholders who wish to make a proposal at the 20102011 annual meeting, other than proposals included in our proxy materials, or who wish to nominate individuals for election as directors, must notify us between February 9, 201010, 2011 and March 13, 2010.12, 2011. If the stockholder does not notify us by March 13, 2010,12, 2011, the proxies will have discretionary authority to vote on a stockholder’s proposal brought before the meeting.
 
OTHER BUSINESS
 
The Board of Directors has no knowledge of any other matter that may come before the annual meeting and does not, itself, currently intend to present any other such matter. However, if any such other matters properly come before the meeting or any adjournment of the meeting, the persons named as proxies will have discretionary authority to vote the shares represented by the accompanying proxy in accordance with their own judgment.
 
FORM 10-K
 
A copy of our annual report onForm 10-K for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission has been mailed with this proxy statement and is availablewill be sent to stockholders without charge by writing to Forrester Research, Inc., Investor Relations, 400 Technology Square, Cambridge, Massachusetts 02139.


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EXHIBIT A
FORRESTER RESEARCH, INC. AMENDED AND
RESTATED EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE OF PLAN
The purpose of this Forrester Research, Inc. Amended and Restated Employee Stock Purchase Plan (the “Plan”) is to provide employees of Forrester Research, Inc. (“Forrester”) and its participating subsidiaries (as defined in Section 18) (such subsidiaries, together with Forrester, are hereinafter referred to as the “Company”) who wish to become shareholders of Forrester an opportunity to purchase shares of the Common Stock of Forrester (the “Stock”). The Plan is an amendment and restatement of the Forrester Research, Inc. 1996 Employee Stock Purchase Plan, as subsequently amended effective January 29, 2002, and, subject to shareholder approval as described in Section 21, shall be effective on March 27, 2009, the date it was adopted by the Board of Directors of Forrester.
The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”).
SECTION 2. STOCK SUBJECT TO THE PLAN
The maximum aggregate number of shares of Stock available under the Plan (subject to adjustment as provided in Section 9) for sale pursuant to the exercise of options (“Options”) granted under the Plan to employees of the Company (“Employees”) who meet the eligibility requirements set forth in Section 3 hereof (“Eligible Employees”) shall be (a) 600,000 shares, plus (b) 64,324 shares, which was the aggregate number of shares remaining issuable under the Plan as of March 27, 2009. The Stock to be delivered upon exercise of Options under the Plan may be either shares of authorized but unissued Stock or previously issued shares reacquired by Forrester and held in treasury, as Forrester’s Board of Directors (the “Board of Directors”) may determine.
SECTION 3. ELIGIBLE EMPLOYEES
Except as otherwise provided below, each Employee who both (a) has completed six months or more of continuous service in the employ of the Company, and (b) is employed by the Company on a regular basis (and not a temporary basis) for the Company for at least 20 hours per week shall be eligible to participate in the Plan.
(a) Any Employee who immediately after the grant of an Option to him or her would (in accordance with the provisions of Sections 423 and 424(d) of the Code) own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the employer corporation or of its parent or subsidiary corporations, as the terms “parent corporation” and “subsidiary corporation” are defined in Section 424(e) and (f) of the Code, shall not be eligible to receive an Option to purchase Stock pursuant to the Plan. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and Stock which the Employee may purchase under outstanding Options shall be treated as stock owned by the Employee.
(b) No Employee shall be granted an Option that permits the Employee’s rights to purchase shares of Stock under the Plan and under all other Section 423(b) employee stock purchase plans of Forrester and any parent and subsidiary corporations to accrue at a rate that exceeds $25,000 of fair market value of such stock (determined at the time such Option is granted) for each calendar year in which any such Option granted to such Employee is outstanding at any time, as provided in Sections 423(b)(8) of the Code.
(c) For purposes of determining eligibility hereunder, the Board of Directors, acting by and through the Chief Financial Officer or any other authorized officer, may grant past service credit to Employees of the Company in a uniform and non-discriminatory manner for periods of continuous service provided with respect to any company acquired (whether by asset or stock purchase) of the Company.
SECTION 4. METHOD OF PARTICIPATION
The first stock option period (the “Initial Option Period”) for which Options may be granted hereunder shall commence on the date of the prospectus used in connection with Forrester’s initial public offering and end on


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June 30, 1997. The Initial Option Period and each subsequent six-month period following the end of the Initial Option Period shall be referred to as an “Option Period”. Each person who will be an Eligible Employee on the first day of any Option Period may elect to participate in the Plan by executing and delivering, at least 15 days prior to such day, a payroll deduction authorization in accordance with Section 5 and such procedures as may be prescribed by and in a form acceptable to the Board of Directors, acting by and through the Chief Financial Officer or any other authorized officer. Such Eligible Employee will thereby become a participant (“Participant”) on the first day of such Option Period and will remain a Participant until the Employee’s participation is terminated as provided in the Plan. Unless a Participant files a new authorization or withdraws from the Plan, the deductions and purchases under the authorization the Participant has on file under the Plan will continue from one Option Period to succeeding Option Periods as long as the Plan remains in effect.
SECTION 5. PAYROLL DEDUCTION
An Eligible Employee may request payroll deductions in an amount (expressed as a whole percentage) of not less than two percent (2%) but not more than ten percent (10%) of the Participant’s total Compensation by means of substantially equal payroll deductions over the Option Period. All amounts withheld in accordance with a Participant’s payroll deduction authorization will be credited to a withholding account for such Participant. No interest will be payable on such withholding account. In no event shall more than $10,000 be withheld with respect to any Participant for any Option Period. For purposes of the Plan, “Compensation” shall mean all compensation paid to the Participant by the Company and currently includible in his or her income, including base pay or salary and any overtime, bonuses or commissions, and other amounts includible in the definition of compensation provided in the Treasury Regulations promulgated under Section 415 of the Code, plus any amount that would be so included but for the fact that it was contributed to a qualified plan pursuant to an elective deferral under Section 401(k) of the Code, but not including payments under stock option plans and other employee benefit plans or any other amounts excluded from the definition of compensation provided in the Treasury Regulations under Section 415 of the Code.
A Participant may reduce the withholding rate of his or her payroll deduction authorization by one or more whole percentage points (but not to below 2%) at any time during an Option Period by delivering written notice to the Company, such reduction to take effect prospectively as soon as practicable, as determined by the Board of Directors acting by and through the Chief Financial Officer or any other authorized officer, following receipt of such notice by the Company. A Participant may increase or reduce the withholding rate of his or her payroll deduction authorization for a future Option Period by written notice delivered to the Company at least 15 days prior to the first day of the Option Period as to which the change is to be effective.
If a Participant’s accumulated payroll deductions on the last day of the Option Period would otherwise enable the Participant to purchase shares of Stock in excess of the limitation described in Section 3(b), the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the shares actually purchased shall be promptly refunded to the Participant by the Company, without interest.
SECTION 6. GRANT OF OPTIONS
Each person who is a Participant on the first day of an Option Period will as of such day be granted an Option for such Option Period. Such Option will be for the number of whole shares (not in excess of the share maximum as hereinafter defined) of Stock to be determined by dividing (i) the balance in the Participant’s withholding account on the last day of the Option Period, by (ii) the option price per share of the Stock determined under Section 7. For purposes of the preceding sentence, the share maximum with respect to any Option for any Option Period shall be the largest number of shares which, when multiplied by the fair market value of a share of Stock at the beginning of the Option Period, produces a dollar amount of $12,500 or less. The number of shares of Stock receivable by each Participant upon exercise of his or her Option for an Option Period will be reduced, on a substantially proportionate basis, in the event that the number of shares then available under the Plan is otherwise insufficient.


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SECTION 7. OPTION PRICE
The per share exercise price (the “Option Price”) for each such Option shall be the lesser of (i) 85% of the fair market value of the Stock on the date on which the Option was granted pursuant to Section 4 and (ii) 85% of the fair market value of the Stock on the date on which the Option is deemed exercised pursuant to Section 8. Fair market value on any given day shall mean the Closing Price of the Stock on such day or, if there was no Closing Price on such day, the latest day prior thereto on which there was a Closing Price. The “Closing Price” of the Stock on any business day shall be the last sale price as reported on the principal market on which the Stock is traded or, if no last sale is reported, then the fair market value as determined by the Board of Directors. A good faith determination by the Board of Directors as to fair market value shall be final and binding.
SECTION 8. EXERCISE OF OPTIONS; ISSUANCE OF STOCK
Subject to the limitations in Section 17, each Eligible Employee who is a Participant in the Plan on the last day of an Option Period shall be deemed to have exercised his or her Option on such date and thereby to have purchased from Forrester such number of full shares of Stock reserved for the purpose of the Plan, as the Participant’s accumulated payroll deductions will purchase at the Option Price, subject to the limitation described in Sections 3(b) and 6. Upon such exercise, the balance of the Participant’s withholding account shall be applied to the purchase of the number of whole shares of Stock determined under Section 6 and as soon as practicable thereafter a book entry shall be made in the stock ledger of the Company to evidence the issuance of shares to the Participant. Shares of Stock purchased upon exercise of an Option shall be issued only in the name of the Participant.
In the event that the balance of the Participant’s withholding account following an Option Period is in excess of the total purchase price of the shares so issued, the balance of the withholding account shall be returned to the Participant; provided, however, that if the balance left in the withholding account consists solely of an amount equal to the value of a fractional share, it shall be retained in the withholding account and carried over to the next succeeding Option Period, but no other amounts may be carried forward. The entire balance of the Participant’s withholding account following the final Option Period shall be returned to the Participant. No fractional shares will be issued hereunder.
Notwithstanding anything herein to the contrary, Forrester’s obligation to issue and deliver shares of Stock under the Plan is subject to the approval required of any governmental authority in connection with the authorization, issuance, sale or transfer of said shares, to any requirements of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements in effect from time to time, including without limitation any applicable tax withholding requirements.
SECTION 9. CHANGE IN CAPITALIZATION, MERGER
In the event of any change in the outstanding Stock of Forrester by reason of a stock dividend,split-up, recapitalization, merger, consolidation, reorganization, or other capital change after the effective date of this Plan, the aggregate number of shares available under the Plan, the number of shares under Options granted but not exercised, and the Option Price shall be appropriately adjusted; provided, however, that no such adjustment shall be made unless Forrester shall be satisfied that it will not constitute a modification of the Options granted under the Plan or otherwise disqualify the Plan as an employee stock purchase plan under the provisions of Section 423 of the Code.
In the event of a sale of all or substantially all of the Stock or a sale of all or substantially all of the assets of Forrester, or a merger or similar transaction in which Forrester is not the surviving corporation or which results in the acquisition of Forrester by another person, the Board in its sole discretion will (a) if Forrester is merged with or acquired by another corporation, provide that each Option will be assumed or a substitute Option granted by the acquiror or successor corporation or a parent or subsidiary of the acquiror or successor corporation, (b) cancel each Option and return the balances in Participants’ withholding accounts to the Participants, (c) pursuant to Section 16, accelerate the exercise date of each Option to a date on or before the date of the proposed sale or merger, or (d) permit each Option to continue unchanged.


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SECTION 10. EQUAL RIGHTS AND PRIVILEGES; NO TRANSFER OR ASSIGNMENT OF PARTICIPANT’S RIGHTS
All Participants granted Options under the Plan shall have the same rights and privileges, and each Participant’s rights and privileges under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, and shall not be sold, pledged, assigned, or transferred in any manner. In the event any Participant violates the terms of this Section, any Option held by such Participant may be terminated by the Company and upon return to the Participant of the balance of his or her withholding account, all his or her rights under the Plan shall terminate.
SECTION 11. CANCELLATION AND WITHDRAWAL
A Participant who holds an Option under the Plan may at any time prior to exercise thereof under Section 8 cancel such Option as to all (but not less than all) the shares of Stock subject or to be subject to such Option by written notice delivered to the Company, in which case the Company will promptly refund the entire balance of the Participant’s withholding account not previously used to purchase Stock under the Plan, without interest.
A Participant may terminate a payroll deduction authorization as of any date by written notice delivered to the Company and will thereby cease to be a Participant as of such date. Any Participant who voluntarily terminates a payroll deduction authorization prior to the last day of an Option Period will be deemed to have cancelled the related Option.
Any Participant who cancels an Option or terminates a payroll deduction authorization may at any time thereafter again become a Participant in accordance with Section 4.
SECTION 12. TERMINATION OF EMPLOYMENT
Subject to Section 13, whenever a Participant ceases to be an Eligible Employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason, his or her Option rights under the Plan shall immediately terminate and the Company shall promptly refund, without interest, the entire balance of his or her withholding account under the Plan. Such Participant shall have no further rights under the Plan.
Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a Participant is on a military leave, sick leave or other bona fide leave of absence that lasts for up to 90 days, or for so long as the Participant’s right to re-employment is guaranteed either by statute or by contract, if longer than 90 days.
If a Participant’s payroll deductions are interrupted by any legal process, a withdrawal notice will be considered as having been received from the Participant on the day the interruption occurs.
SECTION 13. DEATH OF PARTICIPANT
A Participant may file a written designation of beneficiary specifying who is to receive any Stockand/or cash credited to the Participant under the Plan in the event of the Participant’s death, which designation will also provide for the Participant’s election to either (i) cancel the Participant’s Option upon his or her death, as provided in Section 11 or (ii) apply as of the last day of the Option Period the balance of the deceased Participant’s withholding account at the time of death to the exercise of the related Option, pursuant to Section 8. In the absence of a valid election otherwise, a Participant’s death will be deemed to effect a cancellation of the Option. A designation of beneficiary and election may be changed by the Participant at any time, by written notice to the Company. In the event of the death of a Participant and receipt by the Company of proof of the identity and existence at the Participant’s death of a beneficiary validly designated by him or her under the Plan, the Company shall deliver to such beneficiary such Stockand/or cash to which the beneficiary is entitled under the Plan. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such Stockand/or cash to the executor or administrator of the estate of the Participant, if the Company is able to identify such executor or administrator. If the Company is unable to identify such administrator or executor, the Company, in its discretion, may deliver such Stockand/or cash to the spouse or to any one or more dependents of such Participant as the Company may determine. No beneficiary shall,


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prior to the death of the Participant by whom he has been designated, acquire any interest in any Stock or cash credited to the Participant under the Plan.
SECTION 14. NO SPECIAL EMPLOYMENT RIGHTS
The Plan does not, directly or indirectly, create in any Employee any right with respect to continuation of employment by the Company, and it shall not be construed to interfere in any way with the Company’s right to terminate, or otherwise modify, an Employee’s employment at any time.
SECTION 15. ADMINISTRATION OF PLAN
The Plan shall be administered by the Board of Directors, which shall have the right to determine any questions which may arise regarding the interpretation and application of the provisions of the Plan and to make, administer, and interpret such rules and regulations as it will deem necessary or advisable. The interpretation and construction by the Board of Directors of any provisions of the Plan or of any Option granted under it shall be final and binding. The Board of Directors may from time to time adopt such rules and regulations for carrying out the Plan as it may deem appropriate.
To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean any Committee or the Board, as applicable.
The Board may specify the manner in which employees are to provide notices and payroll deduction authorizations. Notwithstanding any requirement of “written notice” herein, the Board may permit employees to provide notices and payroll deduction authorizations electronically.
No member of the Board of Directors shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it.
SECTION 16. AMENDMENT AND TERMINATION OF PLAN
Forrester reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable by vote of the Board of Directors; provided, however, that any amendment that may (i) materially increase the aggregate number of shares which may be issued under the Plan (other than an adjustment provided for in Section 9), or (ii) change the Employees (or class of Employees) eligible to receive Options under the Plan, if such action would be treated as the adoption of a new plan for purposes of Section 423(b) of the Code, shall have no force or effect unless it is approved by the shareholders within twelve months before or after its adoption.
The Plan may be terminated or suspended at any time by the Board of Directors. Upon termination of the Plan, the Board of Directors may either (i) provide that then-outstanding Options be administered in accordance with their terms, or (ii) accelerate the exercise date for then-outstanding Options by specifying that the Option Period in which such action occurs will end on a date earlier than its originally scheduled end date.
SECTION 17. RESTRICTIONS ON THE EXERCISE OF OPTIONS
The Board of Directors, in its sole discretion, may require as a condition to the exercise of Options that the underlying shares be registered under the Securities Act of 1933, as amended, and that all other legal requirements necessary, or in the Board of Directors’ opinion, desirable from the Company’s standpoint, to the exercise of the Options be satisfied or waived.
SECTION 18. PARTICIPATING SUBSIDIARIES
The term “participating subsidiary” shall mean any present or future subsidiary of Forrester, as that term is defined in Section 424(f) of the Code, which is designated from time to time by the Board of Directors to participate in the Plan. The Board of Directors shall have the power to make such designation before or after the Plan is approved by the shareholders.


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SECTION 19. OPTIONEES NOT SHAREHOLDERS
An Employee shall not have any of the rights and privileges of a shareholder of Forrester and shall not receive any dividends in respect to any shares of Stock subject to an Option hereunder, unless and until such Option has been exercised, full payment has been made for such Stock, and the Stock has been issued.
SECTION 20. TAXES
Payroll deductions shall be made on an after-tax basis. The Company shall have the right, as a condition of exercise, to make such provision as it deems necessary to satisfy its obligations to withhold federal, state, local income or other taxes incurred by reason of the purchase or disposition of Stock under the Plan. In the Board of Directors’ discretion and subject to applicable law, such tax obligations may be paid in whole or in part by delivery of Stock to the Company, including Stock purchased under the Plan, valued at fair market value (defined as the closing stock price on the date of delivery). The Company may, to the extent permitted by law, deduct any tax obligations from any payment of any kind due to the Participant or withhold Stock purchased hereunder, which shall be valued at fair market value (defined as the closing stock price on the date of withholding).
SECTION 21. APPROVAL OF SHAREHOLDERS
The Plan is subject to the approval of the shareholders of Forrester, which must be secured within twelve months before or after the date the Plan is adopted by the Board of Directors, and any Option granted hereunder prior to such approval is conditioned on such approval being obtained prior to the exercise thereof.
SECTION 22. INFORMATION REGARDING DISQUALIFYING DISPOSITIONS
By electing to participate in the Plan, each Participant agrees to provide any information about any transfer of Stock acquired under the Plan that occurs within two years after the first business day of the Option Period in which such Stock was acquired as may be requested by the Company or any subsidiary corporation in order to assist it in complying with the tax laws.
SECTION 23. GOVERNING LAW
The Plan shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof, and shall be construed accordingly.


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(FORRESTER LOGO)
(BAR CODE)


Electronic Voting Instructions

You can vote by Internet or telephone!
Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 12:00 a.m., Eastern Time, on May 11, 2010.
    
(FORRESTER LOGO)
  (BAR CODE)
(GRAPHICS)
Vote by Internet
• Log on to the Internet and go to
www.envisionreports.com/forr
  • Follow the steps outlined on the secured website.
(BAR CODE)  
 (GRAPHICS)Vote by telephone
• Call toll free 1-800-652-VOTE (8683) within the USA,
     US territories & Canada any time on a touch tone
     telephone. There isNO CHARGE to you for the call.
   • Follow the instructions provided by the recorded message.
Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.
x         x

    Annual Meeting Proxy Card

 (GRAPHICS) 
 
▼PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
 
  
     A Election of DirectorsProposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2, 3 and 4.Proposal 2.
                                
1. Nominees:For Withhold      For Withhold   + 
                   
  01 - Robert M. Galford*o o  02 - Gretchen G. Teichgraeber* o o 
 
 
* To elect two Class III directors to serve until the 2012 Annual Meeting of Stockholders.
 
 
   For Against Abstain     For  Against  Abstain
2. To approve an amendment and restatement of the Forrester Research, Inc. Employee Stock Purchase Plan.  o o o 3.  To ratify the selection of BDO seidman, LLP
as the Company’s independent registered public accounting firm.		ooo
 
4. To transact such other business as may properly come before the meeting and any adjournments thereof. o o o        
1. Election of Directors:ForWithholdForWithhold+
 01 - Henk W. Broedersoo  02 - George R. Horningoo
* To elect two Class II directors to serve until the 2013 Annual Meeting of Stockholders.
ForAgainstAbstain
2. To ratify the selection of BDO Seidman, LLP as the
Company’s independent registered public accounting firm.		ooo
   
 B  Non-Voting Items
  
 
Change of Address — Please print new address below.
Meeting Attendance
 
 
 Mark box to the right if you plan to attend the Annual Meeting.o
 C 
Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
     
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
 
 /       /             
(GRAPHIC)     +(GRAPHIC)
<STOCK#>          01189C015HVB

 

 
 
 
 
 
 
 
 
 
 
 
 
▼PLEASEIF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼
 
(FORRESTER LOGO)(FORRESTER LOGO)
 
Proxy - Forrester Research, Inc.
 
Proxy Solicited on Behalf of the Board of Directors of the Company for an Annual Meeting, May 12, 200911, 2010
The undersigned appoints George F. Colony and Gail S. Mann, Esq., and each of them, as proxies, each with the power of substitution, and authorizes them to represent and vote all shares of common stock of Forrester Research, Inc. held by the undersigned at the Annual Meeting of Stockholders to be held at the offices of Forrester Research, Inc., 400 Technology Square, Cambridge, MA 02139 at 10:00 a.m. on Tuesday, May 12, 2009,11, 2010, or any adjournments thereof, for the following purposes set forth on the reverse side.
This proxy when properly executed will be voted in the manner directed by the undersigned stockholder(s). If no contrary direction is made, the proxy will be voted FOR proposals 1 2, 3 and 4.2.
(Continued and to be voted on reverse side.)