PROGRESS SOFTWARE CORP /MA
EX-10.7 NON-QUALIFIED STOCK OPTION AGREEMENT (INITIAL GRANT))
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>6
<FILENAME>b65995psexv10w7.txt
<DESCRIPTION>EX-10.7 NON-QUALIFIED STOCK OPTION AGREEMENT (INITIAL GRANT))
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.7

                                                                   INITIAL GRANT

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                           FOR NON-EMPLOYEE DIRECTORS
                     UNDER THE PROGRESS SOFTWARE CORPORATION
                            1997 STOCK INCENTIVE PLAN

Name of Optionee: __________

No. of Option Shares: __________

Option Exercise Price per Share: $__________

Grant Date: __________

Expiration Date: __________

     Pursuant to the Progress Software Corporation 1997 Stock Incentive Plan as
amended through the date hereof (the "Plan"), Progress Software Corporation (the
"Company") hereby grants to the Optionee named above, who is a Director of the
Company, an option (the "Stock Option") to purchase on or prior to the
Expiration Date specified above all or part of the number of shares of Common
Stock, par value $.01 per share, of the Company (the "Stock") at the Option
Exercise Price per share specified above subject to the terms and conditions set
forth herein and in the Plan. This Stock Option is not intended to be an
"incentive stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended.

     1. Exercisability Schedule. This Stock Option shall be vested and
exercisable on the Grant Date with respect to ____ of the Stock Option and the
balance of the Stock Option shall be exercisable in ___ equal monthly increments
commencing on the first day of the month immediately following the Grant Date.

     Notwithstanding the foregoing, in the event of a Change of Control, this
Stock Option shall become immediately exercisable in full, whether or not
exercisable at such time.

     2. Manner of Exercise.

          (a) From time to time on or prior to the Expiration Date, the Optionee
may give written notice to the Administrator of his or her election to purchase
some or all of the Option Shares purchasable at the time of such notice. This
notice shall specify the number of Option Shares to be purchased.

     Payment of the purchase price for the Option Shares may be made by check or
any other form of payment that is permitted by Section 5(a)(iv) of the Plan.

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          (b) The shares of Stock purchased upon exercise of this Stock Option
shall be transferred to the Optionee on the records of the Company or of the
transfer agent upon compliance to the satisfaction of the Administrator with all
requirements under applicable laws or regulations in connection with such
transfer and with the requirements hereof and of the Plan. The determination of
the Administrator as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or to have any
of the rights of a holder with respect to, any shares of Stock subject to this
Stock Option unless and until this Stock Option shall have been exercised
pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee's name shall have been
entered as the stockholder of record on the books of the Company. Thereupon, the
Optionee shall have full voting, dividend and other ownership rights with
respect to such shares of Stock.

          (c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.

     3. Termination as Director. If the Optionee ceases to be a Director of the
Company, the portion of the Stock Option that is not exercisable at such time
shall immediately terminate, and the period within which to exercise the portion
of the Stock Option that is exercisable at such time may be subject to earlier
termination as set forth below:

          (a) Termination by Reason of Death. If the Optionee ceases to be a
Director by reason of the Optionee's death, any portion of this Stock Option
outstanding on such date, to the extent exercisable, may be exercised by his or
her legal representative or legatee for a period of 24 months from the date of
cessation of service as a Director or until the Expiration Date, if earlier.

          (b) Termination by Reason of Cause If the Optionee ceases to be a
Director by reason of the Optionee's termination of service for Cause (as
defined in the Plan), no portion of this Stock Option may be exercised after the
last day of service as a Director.

          (c) Termination by Reason of Disability If the Optionee ceases to be a
Director by reason of the Optionee's Disability (as defined in the Plan), any
portion of this Stock Option outstanding on such date, to the extent
exercisable, may be exercised by the Optionee for a period of 12 months from the
date of cessessation as a Dirertor or until the Expiration Date, if earlier.

          (d) Other Termination If the Optionee ceases to be a Director for any
reason other than the Optionee's death or termination for Cause or Disability,
any portion of this Stock Option outstanding on such date, to the extent
exercisable, may be exercised for a period of 90 days from the date of cessation
of services as a Director or 30 days after the end of the blackout period, if
later; provided, however, that this Stock Option shall nevertheless expire on
the Expiration Date, if earlier.

     4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in
Section 2(b) of the Plan. Capitalized terms

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in this Agreement shall have the meaning specified in the Plan, unless a
different meaning is specified herein.

     5. Transferability. This Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution; provided,
however, that with the consent of the Administrator, this Stock Option may be
transferred, without payment of consideration, to a member of the Optionee's
immediate family or to a trust or partnership whose beneficiaries are members of
the Optionee's immediate family.

     6. No Obligation to Continue as a Director. Neither the Plan nor this Stock
Option confers upon the Optionee any rights with respect to continuance as a
Director.

     7. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the
Optionee at the address on file with the Company or, in either case, at such
other address as one party may subsequently furnish to the other party in
writing.

                                        PROGRESS SOFTWARE CORPORATION


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------

     The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.


Dated:
       ------------------------------   ----------------------------------------
                                        Optionee's Signature
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