X0306 4 2013-02-15 0 0001086909 BROADSOFT, INC. BSFT 0001488200 Hoffpauir Scott D. C/O BROADSOFT, INC. 9737 WASHINGTONIAN BOULEVARD, SUITE 350 GAITHERSBURG MD 20878 0 1 0 0 Chief Technology Officer Common Stock 2013-02-15 4 A 0 55000 0.00 A 198289 D Common Stock 16666 I By The Scott D. Hoffpauir 2000 Family Irrevocable Trust Performance Stock Units 2013-02-15 4 A 0 13750 0.00 A 2023-02-15 Common Stock 13750 13750 D Performance Stock Units 2013-02-15 4 A 0 13750 0.00 A 2023-02-15 Common Stock 13750 13750 D Performance Stock Units 2013-02-15 4 A 0 13750 0.00 A 2023-02-15 Common Stock 13750 13750 D Performance Stock Units 2013-02-15 4 A 0 13750 0.00 A 2023-02-15 Common Stock 13750 13750 D Represents shares issuable upon the vesting of restricted stock units ("RSUs") awarded to the Reporting Person on February 15, 2013. 25% of the RSUs vest on February 15, 2014, with the remainder vesting in 12 equal quarterly installments thereafter, in all cases so long as there has been no break in the Reporting Person's continuous service through such date. Held for the benefit of the minor children of the Reporting Person. The Reporting Person disclaims beneficial ownership of any shares held by The Scott D. Hoffpauir 2000 Family Irrevocable Trust. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock, subject to the satisfaction of both (i) a performance-based vesting condition (the "Performance-Based Vesting Condition"); and (ii) a time-based vesting condition (the "Time-Based Vesting Condition"). The Time-Based Vesting Condition of each PSU shall be satisfied as to 25% of the PSUs as of February 15, 2014 and as to the remaining PSUs in 12 equal quarterly installments thereafter, in all cases so long as there has been no break in the Reporting Person's continuous service through such date. The Performance-Based Vesting Condition of these PSUs will be satisfied if, prior to February 15, 2017, the average closing sales price of the Issuer's common stock for 120 consecutive calendar days equals or exceeds $40 per share or a change in control of the Issuer occurs at a price equal to or greater than $40 per share. The Performance-Based Vesting Condition of these PSUs will be satisfied if, prior to February 15, 2017, the average closing sales price of the Issuer's common stock for 120 consecutive calendar days equals or exceeds $48 per share or a change in control of the Issuer occurs at a price equal to or greater than $48 per share. The Performance-Based Vesting Condition of these PSUs will be satisfied if, prior to February 15, 2017, the average closing sales price of the Issuer's common stock for 120 consecutive calendar days equals or exceeds $56 per share or a change in control of the Issuer occurs at a price equal to or greater than $56 per share. The Performance-Based Vesting Condition of these PSUs will be satisfied if, prior to February 15, 2017, the average closing sales price of the Issuer's common stock for 120 consecutive calendar days equals or exceeds $64 per share or a change in control of the Issuer occurs at a price equal to or greater than $64 per share. /s/ Darren DeStefano, Attorney-in-Fact 2013-02-20