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Item 9A. Controls and Procedures

2022-02-16 compared with 2021-02-17 · 55 added, 53 removed, 99 unchanged (52% of the section changed)

10 unchanged sentences

OTHER INFORMATION

On February 12, 2021, Pegasystems Inc.

(the “Company”) executed the Lease Termination Agreement with Charles Park Owner LLC to accelerate the lease termination date for the Company’s corporate headquarters in Cambridge, Massachusetts to October 1, 2021.

Under the terms of the Lease Termination Agreement, the Company will receive a payment of $18 million.

The Company is obligated to make rent payments outlined in the existing lease agreements until October 1, 2021, the new lease termination date.

The foregoing description of the Lease Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Lease Termination Agreement, a copy of which is attached as Exhibit 10.17 hereto.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

18 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2020, 2019, and 2018

Consolidated Statements of Comprehensive (Loss) for the years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019

Description Incorporation by Reference Filed

Form Location Filing Date

3.1 Restated Articles of Organization of the Registrant and Amendments thereto

(Filed as Exhibit 3.1 to the Registrant’s September 30, 2014 Form 10-Q and incorporated herein by reference.)

10-Q 3.1 11/4/14

3.2 Amended and Restated Bylaws of Pegasystems Inc

(Filed as Exhibit 3.2 to the Registrant’s June 15, 2020 Form 8-K and incorporated herein by reference.)

8-K 3.2 6/15/20

4.1 Specimen Certificate Representing the Common Stock

(Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (Registration No.

333-03807) or an amendment thereto and incorporated herein by reference.)

S-1 4.1 6/19/96

4.2 Indenture, dated as of February 24, 2020, between Pegasystems Inc.

Bank National Association, as trustee

(Filed as Exhibit 4 .1 to the Registrant’s February 24 , 2020 Form 8-K and incorporated herein by reference)

4.3 Form of certificate representing the 0.75% Convertible Senior Notes due 2025 (included as Exhibit A to Exhibit 4.1 to the Registrant’s Form 8-K filed February 24 , 2020 and incorporated herein by reference)

4.4 Description of Common Stock ( Filed as Exhibit 4.2 to the Registrant ’ s 2019 Form 10-K and incorporated herein by reference ) .

10.1++ 2004 Long-Term Incentive Plan (as amended and restated) (Filed as Exhibit 10.1 to the Registrant’s June 2 4 , 2020 Form 8 -K and incorporated herein by reference)

10.2++ Restricted Stock Unit Sub-Plan of the Registrant’s 2004 Long-Term Incentive Plan for French Participants (Filed as Appendix B within the Registrant’s 2016 Proxy Statement, filed April 18, 2016 and incorporated herein by reference.)

8-K 4.1 2/24/20

4.3 Form of certificate representing the 0.75% Convertible Senior Notes due 2025

8-K Exhibit A to 4.1 2/24/20

4.4 Description of Common Stock

10-K 4.2 2/12/20

10.1 2004 Long-Term Incentive Plan (as amended and restated) ++

8-K 10.1 6/24/20

10.2 Restricted Stock Unit Sub-Plan of the Registrant’s 2004 Long-Term Incentive Plan for French Participants ++

DEF 14A Appendix B to 2016 Proxy Statement 4/18/16

10.3 2006 Employee Stock Purchase Plan, as amended on October 29, 2020 ++

10-K 10.3 2/17/21

10.4 Form of Employee Stock Option Agreement, as amended ++

(Filed as Exhibit 10.3 to the Registrant’s March 31, 2017 Form 10-Q and incorporated herein by reference.)

10-Q 10.3 5/10/17

10.5 Form of Global Stock Option Agreement ++

10-K 10.5 2/17/21

10.6 Form of Restricted Stock Unit Agreement, as amended ++

(Filed as Exhibit 10.4 to the Registrant’s March 31, 2017 Form 10-Q and incorporated herein by reference.)

10-Q 10.4 5/10/17

10.7 Form of Global Restricted Stock Unit Agreement ++

10-K 10.7 2/17/21

10.8 Form of Non-Employee Director Stock Option Agreement ++

(Filed as Exhibit 10.2 to the Registrant’s September 30, 2004 Form 10-Q and incorporated herein by reference.)

10-Q 10.2 10/29/04

10.9 Form of Director Indemnification Agreement ++

(Filed as Exhibit 99.1 to the Registrant’s April 11, 2005 Form 8-K and incorporated herein by reference.)

8-K 99.1 4/11/05

Offer Letter between the Registrant and Douglas I.

Kra dated October 19, 2004 ++

(Filed as Exhibit 10.20 to the Registrant’s 2004 Form 10-K and incorporated herein by reference.)

10-K 10.20 2/17/04

10.11 Offer Letter, dated April 27, 2020, between Pegasystems Inc.

and Hayden Stafford ++

(Filed as Exhibit 10.

3 to the Registrant’s June 30, 2020 Form 10-Q and incorporated herein by reference )

10-Q 10.3 7/28/20

10.12 Offer Letter between the Registrant and Kenneth Stillwell dated June 1, 2016 ++

(Filed as Exhibit 99.1 to the Registrant’s June 14, 2016 Form 8-K and incorporated herein by reference.)

10.13++ Compensation program for non-employee members of the Registrant’s Board of Directors, effective August 5, 2019 (Filed as Item 1.01 of the Registrant’s August 9, 2019 Form 8-K and incorporated herein by reference.)

10.14++ 2020 Section 16 Officer/FLT Member Corporate Incentive Compensation Plan.

(Filed as Exhibit 99.1 to the Registrant’s February 7, 2020 Form 8-K and incorporated herein by reference.)

10.15 2020 Section 16 Officers/FLT Member Executive Officers Base Salaries and Target Bonus Payments (Filed as Exhibit 99.1 to the Registrant’s March 9, 2020 Form 8-K and incorporated herein by reference)

2021 Section 16 Officers/FLT Member Corporate Incentive Compensation Plan (Filed as Exhibit 99.1 to the Registrant’s February 8 , 2021 Form 8-K and incorporated herein by reference.

Lease Agreement dated June 29, 2011 between Charles Park One, LLC and Pegasystems Inc.

for premises at One Charles Park (Filed as Exhibit 99.1 to the Registrant’s Form 8-K/A filed on July 6, 2011 and incorporated herein by reference.)

First Amendment to Lease Agreement dated November 11, 2014 between Charles Park One, LLC and Pegasystems Inc.

(Filed as Exhibit 10.2 to the Registrant’s September 30, 2015 Form 10-Q and incorporated herein by reference.)

+10.18 Lease Termination Agreement, dated February 12, 2021, between Charles Park One, LLC and Pegasystems Inc.

Credit Agreement dated as of November 5, 2019 with PNC Bank, National Association (Filed as Exhibit 10.1 to the Registrant’s September 30, 2019 Form 10-Q and incorporated herein by reference.)

8-K 99.1 6/14/16

10.13 Compensation program for non-employee members of the Registrant’s Board of Directors, effective August 5, 2019 ++

8-K Item 1.01 8/9/19

2021 Section 16 Officers/FLT Member Corporate Incentive Compensation Plan ++

8-K 99.1 2/8/21

2 0 22 Section 16 Officers/FLT Member Corporate Incentive Compensation Plan ++

8-K 99.1 2/7/22

Credit Agreement dated as of November 5, 2019 with PNC Bank, National Association

10-Q 10.1 11/7/19

Amendment to Loan Documents, dated February 18, 2020, between Pegasystems Inc.

and PNC Bank, National Association

(Filed as Exhibit 10 .

3 to the Registrant’s Form 8-K filed February 24 , 2020 and incorporated herein by reference)

8-K 10.3 2/24/20

Amendment 2 to Loan Documents, dated July 22, 2020, between Pegasystems Inc.

and PNC Bank, National Association

(Filed as Exhibit 10.

2 to the Registrant’s June 30, 20 20 Form 10-Q and incorporated herein by reference.)

10-Q 10.2 7/28/20

Amendment to Loan Documents, dated as of September 30, 2020, between Pegasystems Inc.

and PNC Bank, National Association (Filed as Exhibit 10.

3 to the Registrant’s September 30, 2020 Form 10-Q and incorporated herein by reference.)

10.23 Form of Side Letter to Base Call Option Transaction (Filed as Exhibit 10 .1 to the Registrant’s September 30, 2014 Form 10-Q and incorporated herein by reference.)

10.24 Form of Side Letter to Additional Call Option Transaction (Filed as Exhibit 10 .

2 to the Registrant’s September 30, 20 20 Form 10-Q and incorporated herein by reference.)

and PNC Bank, National Association

10-Q 10.3 10/28/20

Form of Side Letter to Base Call Option Transaction

10-Q 10.1 10/28/20

Form of Side Letter to Additional Call Option Transaction

10-Q 10.2 10/28/20

10.22 Form of Confirmation of Base Call Option Transaction

(Filed as Exhibit 10 .1 to the Registrant’s Form 8-K filed February 24 , 2020 and incorporated herein by reference)

8-K 10.1 2/24/20

10.23 Form of Confirmation of Additional Call Option Transaction

(Filed as Exhibit 10 .

2 to the Registrant’s Form 8-K filed February 24, 2020 and incorporated herein by reference)

8-K 10.2 2/24/20

Sublease, dated March 31, 2021 for Office Space at One Main Street, Cambridge, MA

10-Q 10.1 7/28/21

Lease between Pegasystems Inc.

and 275 Wyman LLC**

8-K 10.1 7/9/21

Subsidiaries of the Registrant.

10 unchanged sentences

101.PRE Inline XBRL Taxonomy Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+ Filed herewith

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

++ Management contracts and compensatory plan or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.

** Certain portions of this exhibit are considered confidential and have been omitted as allowed under SEC rules and regulations

7 unchanged sentences

Kenneth Stillwell

Chief Financial Officer and Chief Administrative Officer

Chief Operating Officer and Chief Financial Officer

(Principal Financial Officer)

4 unchanged sentences

(Principal Executive Officer)

/s/ KENNETH STILLWELL Chief Financial Officer and Chief Administrative Officer

(Principal Financial Officer)

/s/ KENNETH STILLWELL Chief Operating Officer and Chief Financial Officer

Kenneth Stillwell

(Principal Financial Officer)

/s/ EFSTATHIOS KOUNINIS Chief Accounting Officer, Vice President of Finance, and Treasurer

2 unchanged sentences

/s/ PETER GYENES Director

/s/ RONALD HOVSEPIAN Director

Ronald Hovsepian

/s/ RICHARD JONES Director

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures