Massachusetts | 04-2787865 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Information to be included in the report
The new Director compensation program adopted by the Board includes the following changes from the previous program:
(1) Effective as of May 30, 2006, the annual cash retainer paid to non-employee Directors has increased from $20,000 to $55,000, such retainer to cover the period from each annual meeting of stockholders to the following year's annual meeting.
(3) Effective as of May 30, 2006, all meeting fees for Directors and members of the committees of the Board have been eliminated. Instead, Directors serving as members of the Audit and Compensation Committees of the Board shall receive the following annual cash retainers in addition to the cash retainer described above: (a) Audit Committee (Chair): $20,000; (b) Audit Committee (non-Chair): $10,000; (c) Compensation Committee (Chair): $8,000; (d) Compensation Committee (non-Chair): $6,000.
(4) Directors will continue to receive reimbursement for all out-of-pocket expenses incurred in connecti on with attending Board and committee meetings.
Pegasystems Inc. | ||||||||
Date: June 05, 2006 | By: | /s/ Shawn Hoyt | ||||||
Shawn Hoyt | ||||||||
Interim CFO and General Counsel | ||||||||