Phase Forward (PFWD)

Reasons for Proposal

The 2004 Plan includes features that are not currently available under the 1997 Plan and the 2003 Plan.  For example, the 2004 Plan permits us to issue restricted stock units, which are not permitted under the 1997 Plan or the 2003 Plan.

This proposal to amend our 2004 Plan was designed to ease the burden associated with the administration of multiple equity plans and enhance the flexibility of the Management Development and Compensation Committee of the Board of Directors in granting stock options and other equity awards to our officers, employees, Board members, consultants and advisors and to ensure that we can continue to grant stock options and other equity awards to such persons at levels determined to be appropriate by the Management Development and Compensation Committee. However, we are not increasing the aggregate number of shares of common stock remaining available for grant under our stock plans (since we will not issue any additional grants under our 1997 Plan or 2003 Plan if the proposal is approved). In other words, we are requesting that you approve future grants under a more flexible plan without requesting the approval of any additional reserved shares.

A copy of the 2004 Plan amendment is attached as Appendix A to this proxy statement and is incorporated herein by reference.

The Board of Directors recommends that you vote FOR the approval of the amendment of the 2004 Plan.