Compensation Committee

Pegasystems Inc.
COMPENSATION COMMITTEE CHARTER

A. Purpose

The purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors relating to the compensation of the Company’s employees. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s Annual Report on Form 10-K or proxy statement, in accordance with applicable rules and regulations.

B. Structure and Membership

  1. Number. The Compensation Committee shall consist of at least three members of the Board of Directors.
  2. vIndependence. Except as otherwise permitted by the applicable rules of the Nasdaq Stock Market, each member of the Compensation Committee shall be an “independent director” as determined in accordance with the applicable rules of the Nasdaq Stock Market.
  3. Chair. Unless the Board of Directors elects a Chair of the Compensation Committee, the Compensation Committee may elect a Chair by majority vote.
  4. Compensation. The compensation of Compensation Committee members shall be as determined by the Board of Directors.
  5. Selection and Removal. Members of the Compensation Committee shall be appointed by the Board of Directors at its annual organizational meeting, and thereafter upon the recommendation of the Nominating Committee. The Board of Directors may remove members of the Compensation Committee from such committee, with or without cause.

C. Authority and Responsibilities

General

The Compensation Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management, in accordance with its business judgment.

Compensation Matters

  1. Executive Officer Compensation. The Compensation Committee shall review and approve executive officer (including CEO) compensation, including salary, bonus and incentive compensation levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of executive officer compensation. The Compensation Committee shall meet without the presence of the CEO when approving or deliberating on CEO compensation but may, in its discretion, invite the CEO to be present during the approval of, or deliberations with respect to, other executive officer compensation.
  2. Plan Recommendations and Approvals. The Compensation Committee shall periodically review and make recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans as well as the number of options to be reserved each fiscal year for grant to employees.
  3. Incentive Plan Administration. The Compensation Committee shall exercise all rights, authority and functions of the Board of Directors under all of the Company’s stock option, stock incentive, employee stock purchase and other equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that except as otherwise expressly authorized to do so by a plan or resolution of the Board of Directors, the Compensation Committee shall not be authorized to amend any such plan.
  4. Director Compensation. The Compensation Committee shall periodically review and make recommendations to the Board of Directors with respect to director compensation, including director compensation guidelines.
  5. Compensation Discussion and Analysis. The Compensation Committee shall review and discuss with management the Compensation Discussion and Analysis (“CD&A”) required by Item 402(b) of Regulation S-K to be included where necessary in the Company’s Annual Report on Form 10-K and/or a proxy or information statement of the Company relating to an annual meeting of security holders at which directors are to be elected (or special meeting or written consents in lieu of such meeting) and, based on such review and discussion, determine whether to recommend to the Board of Directors that the CD&A be included in such filing(s).
  6. Compensation Committee Report on Executive Compensation. The Compensation Committee shall prepare for inclusion where necessary in a proxy or information statement of the Company relating to an annual meeting of security holders at which directors are to be elected (or special meeting or written consents in lieu of such meeting), the report described in Item 407(e)(5) of Regulation S-K.
  7. Additional Powers. The Compensation Committee shall take such other action with respect to compensation matters as may be delegated from time to time by the Board of Directors.

D. Procedures and Administration

  1. Meetings. The Compensation Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Compensation Committee shall keep such records of its meetings as it shall deem appropriate.
  2. Subcommittees. The Compensation Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances (including (a) a subcommittee consisting of a single member and (b) a subcommittee consisting of at least two members, each of whom qualifies as a “non-employee director”, as such term is defined from time to time in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), and an “outside director”, as such term is defined from time to time in Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder).
  3. Reports to Board. The Compensation Committee shall report regularly to the Board of Directors.
  4. Charter. The Compensation Committee shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.
  5. Compensation Consultants & Other Outside Advisors.

    The Compensation Committee may, in its sole discretion retain or obtain the advice of a compensation consultant, legal counsel or other advisor (“Advisor”), and it shall be directly responsible for the appointment, compensation and oversight of the work of any such Advisor. The Company must provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to an Advisor. The Compensation Committee may select, or receive advice from, an Advisor (other than in-house legal counsel) only after taking into consideration the applicable factors affecting the independence of an Advisor, including, the following factors, and any other factors specified by the Nasdaq Stock Market and the SEC:

    • i) The provision of other services to the Company by the person who employs the Advisor;
    • ii) The amount of fees received from the Company by the person who employs the Advisor, as a percentage of the total revenue of the person who employs the Advisor;
    • iii) The policies and procedures of the person who employs the Advisor that are designed to prevent conflicts of interest;
    • iv) Any business or personal relationship of the Advisor with a member of the Compensation Committee;
    • v) Any stock of the Company owned by the Advisor; and
    • vi) Any business or personal relationship of the Advisor or the person employing the Advisor with an executive officer of the Company.
  6. Investigations. The Compensation Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or Advisor of the Company to meet with the Compensation Committee or any Advisors engaged by the Compensation Committee.
  7. Self-Evaluation. The Compensation Committee shall periodically evaluate its own performance.