from SC 13D/A
1 page
<page> October 2, 1996 Alan L. Stanzler, Esquire Davis, Malm & d'AGOSTINE One Boston Place Boston, Massachusetts 02108 Deal Alan: This Letter Will Confirm Our Agreement Regarding the Option I Have Granted to You to Acquire 4,000 Shares of the Common Stock of Project Software & Development, Inc. ("Psdi") Owned by Me at Price of $31 Per Share, the Closing Price on August 14, 1996. the Option Shall Be for a Period of Five (5) Years and Shall Expire on August 12, 2001. During the First Two (2) Years of the Option Term, the Option Will Take the Form of a Shared Appreciation Right ("Sar") and in the Event I Sell an Aggregate of 400,000 or More Shares of My Stock of Psdi, I Shall Notify You of the Price Per Share of the Sale And, at Your Request, I Shall Pay to You an Amount Equal to the Value of the Sar (4,000 Times the Difference Between the Price Per Share of the Sale and $31). in the Event the Sar Is Not Realized Within Two (2) Years, Then You Shall Have the Option to Acquire the Shares From Me at $31 Per Share. This Letter Shall Take Effect as a Sealed Instrument. Sincerely Yours, /S/ Robert L. Daniels Robert L. Daniels Accepted and Agreed /S/ Alan L. Stanzler - Alan L. Stanzler
