rrd104785_118007.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SH00lcw7gDhFqre6riv7wE2LVF7qEGVWnzQPEb4ta94f3fZrHduNuuPr7dRxaqG+ 8f4aPY/v5W1lO2yVEw7eqw== 0001181431-06-034318.txt : 20060601 0001181431-06-034318.hdr.sgml : 20060601 20060601154002 ACCESSION NUMBER: 0001181431-06-034318 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060530 FILED AS OF DATE: 20060601 DATE AS OF CHANGE: 20060601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PEGASYSTEMS INC CENTRAL INDEX KEY: 0001013857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 042787865 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 MAIN ST CITY: CAMBRIDGE STATE: MA ZIP: 02142-1590 BUSINESS PHONE: 6173749600 MAIL ADDRESS: STREET 1: 101 MAIN ST CITY: CAMBRIDGE STATE: MA ZIP: 02142-1590 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hoyt Shawn CENTRAL INDEX KEY: 0001362248 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11859 FILM NUMBER: 06880015 BUSINESS ADDRESS: BUSINESS PHONE: 617-374-9600 MAIL ADDRESS: STREET 1: PEGASYSTEMS INC. STREET 2: 101 MAIN STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 3 1 rrd119877.xml X0202 3 2006-05-30 0 0001013857 PEGASYSTEMS INC PEGA 0001362248 Hoyt Shawn 101 MAIN STREET CAMBRIDGE MA 02142 0 1 0 0 Interim CFO Common Stock 11 D Stock Option 7.50 2005-02-15 2014-11-15 Common Stock 40000 D Stock Option 8.67 2005-12-08 2015-12-08 Common Stock 12000 D Stock Option 7.05 2006-08-30 2016-05-30 Common Stock 25000 D All options vest on a five year quarterly vesting schedule beginning on the date of grant, with the first vesting date occurring on February 15, 2006. On April 6, 2005, the Board of Directors voted to accelerate all outstanding options held by employees that had an exercise price greater than the fair market value of the company's common stock on that date, which resulted in these options vesting in full. All options were fully vested on the grant date. The strike price represents a 20% premium to the fair market value of the issuer's common stock on the grant date, measured as the average of the high and low trading prices of the common stock on such date. All options vest on a five year quarterly vesting schedule beginning on the date of grant, with the first vesting date occurring on August 30, 2006. /s/ Shawn Hoyt 2006-06-01 EX-24. 2 rrd104785_118007.htm POWER OF ATTORNEY rrd104785_118007.html

POWER OF ATTORNEYPOWER OF ATTORNEY
 
For Executing Forms 3, 4 and 5
 
 
            The undersigned hereby constitutes and appoints each of Janet 
Mesrobian and Robert V. Jahrling as his or her true and lawful attorneys-in-fact 
to:
 
1. execute for and on behalf of the undersigned Forms 3, 4 and 
5 relating to changes in the undersigned's beneficial ownership of securities of 
Pegasystems Inc. and any necessary amendments to such forms, in accordance with 
Section 16(a) of the Securities Exchange Act of 1934 (as amended, the "1934 
Act") and the rules thereunder, and
 
2. do and perform any and all acts for and on behalf of the 
undersigned which may be necessary or desirable to complete the execution of any 
such Forms 3, 4 or 5 and the timely filing of such forms with the Securities and 
Exchange Commission and any other governmental authority.
 
The undersigned hereby grants to such att
orneys-in-fact full power and authority 
to do and perform every act necessary and proper in the exercise of any of the 
rights and powers herein granted, as fully as such attorneys-in-fact could do if 
personally present, with full power of substitution or revocation, hereby 
ratifying and confirming all that such attorneys-in-fact shall lawfully do or 
cause to be done by virtue of this Power of Attorney and the rights and powers 
herein granted.  The undersigned acknowledges that the foregoing 
attorneys-in-fact, in serving in such capacity at the request of the 
undersigned, are not assuming any of the undersigned's liabilities under Section 
16 of the 1934 Act.
 
This Power of Attorney shall replace any previous Powers of Attorney signed by 
the undersigned with respect to the matters covered above and shall remain in 
effect for so long as the undersigned is required to file reports under Section 
16(a) of the 1934 Act with respect to securities of Pegasystems 
Inc.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed as of the 30th day of May, 2006.
 
/s/ Shawn Hoyt
________________________
Shawn Hoyt

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