October 12, 2010 The Next Challenge for Compensation Committees – Ensuring Pay and Performance Alignment in 2011 & Beyond

1 ©2010 Pearl Meyer & Partners, LLC Panelists Compensation Committee Chairman, Peter Compsay played by Jim Coppersmith  Mr. Coppersmith is or has been a director of the Pizzeria Uno Corporation, Chyron Corporation, Kushner/Locke, BJ’s Wholesale Club, the Boston Stock Exchange, Sun America Asset Management Corporation, the Corporation of Boston’s Northeastern University and the Board of Trustees of Boston’s Brigham and Women’s Hospital. Chief Executive Officer, Joe Stickler is portrayed by George McClelland  George McClelland serves on the Boards of Safeguard Scientifics, Friends of the Children Boston and F Squared Investments. He also serves on the Advisory Boards of Windward Investments and Executive Resources International. Currently he is Chairman of the Nominating and Governance Committee and a member of both the Audit and Compensation Committees of Safeguard Scientifics. SVP HR, Jane Fairness is portrayed by Allison Quirk  Allison Quirk is an executive vice president at State Street Corporation and is head of Global Human Resources, responsible for all aspects of Global Human Resources company wide. Ms. Quirk is or has been a director of Boston Financial Data Services, the Boston Ballet, the Massachusetts Conference for Women, and Ellis Memorial House. Compensation Consultant, Mike Paydoc is played by Steve Van Putten  Steve Van Putten is Managing Director in the Boston office of Pearl Meyer & Partners. His primary focus and expertise is on advising compensation committees and senior management on executive and director compensation matters. Mr. Van Putten consults across a range of industries working extensively with Fortune 1000 companies primarily at the Board level.

2 ©2010 Pearl Meyer & Partners, LLC Superior Software Compensation Committee Meeting Agenda

3 ©2010 Pearl Meyer & Partners, LLC Regulatory Update ProvisionTimingImplications for Superior Software Say on PayFor 2011 ProxyCurrently, CD&A is written as a compliance document; need to re-draft as an advocacy document Include an up-front executive summary Highlight responsiveness to shareholder concerns Address shareholder “irritants” (e.g., consider “sunset” of 280G gross-ups Pay for performance disclosure Likely 2012Potentially an issue for the Company given long-term pay and performance disconnect; depends on how share price performs in 2011 Internal pay equity disclosure Likely 2012RiskMetrics identified CEO:NEO pay multiple as an issue; conduct analysis and be proactive in responding Risk analysisCurrently RequiredCompany should consider highlighting in the CD&A executive summary how it mitigates risk-taking behavior through ownership guidelines, balanced LTI, and potential move to multiple STI metrics in 2011 Clawback policyLikely 2012Company will need to modify its current policy as the new requirement is mandatory and automatic Need to wait on SEC rules, but may want to consider a negative discretion STI plan for 2011

4 ©2010 Pearl Meyer & Partners, LLC STI Trends in the Marketplace Performance Metrics  Earnings-based metrics remain most prevalent of financial measures  Revenue growth also common, typically combined with pre-tax profit growth  Most companies have a combination of metrics, including strategic or individual goals Shareholder Value Correlation Analysis  One of the few industries where short- term revenue growth has the highest correlation with long-term value creation  Interesting to note that pre-tax profit has a higher correlation than EPS growth (Superior’s current metric) Other Notable Items  Use of Committee discretion becoming more prevalent  Relative measurement not common in STI, but seen in LTI programs Correlation Analysis MetricsCorrelation to TSR Revenue Growth96% Pre-tax Profit85% EPS Growth79% ROIC/RONA73% Cash Flow67%

5 ©2010 Pearl Meyer & Partners, LLC LTI Trends in the Marketplace LTI Vehicles  After experiencing a downward trend, stock options increased in prevalence in  Time-based RS continues to decline as a piece of the value delivered Vehicle Combinations  As companies struggle with goal setting, options and TBRS continue to be the most prevalent combo  Interestingly, 1 in 5 companies do not use stock options at all Vehicle Combination Frequency

6 ©2010 Pearl Meyer & Partners, LLC Pay for Performance (P4P) Analysis Short-Term P4P  Strong correlation between short- term EPS performance and total STI payouts to Named Executive Officers  However, Superior performed poorly relative to peers on revenue growth and TSR Long-Term P4P  Again, strong correlation between EPS performance and total realizable value  However, Superior underperformed the peer group in terms of TSR  Misalignment between realizable value and TSR reflects: Higher CEO LTI values Max payout on EPS shares Timing of option grant at low price Short-Term Pay for Performance Assessment Long-Term Pay for Performance Assessment Peer Percentiles CAGR Performance Realizable LTI Value EPSRevenueTSR 75 th Percentile19%16%14%$11,650,000 Median8%7%6%$8,485, th Percentile-12%4%-8%$6,900,000 Superior Software21%4%-4%$12,900,000 Percentile Rank77 th 25 th 40 th 78 th Peer Percentiles 2009 Growth Performance Actual Annual Incentive EPSRevenueTSR 75 th Percentile34%24%48%$1,850,000 Median18%8%36%$1,425, th Percentile-4%4%27%$980,000 Superior Software33%2%20%$1,900,000 Percentile Rank74 th <25 th 80 th

7 ©2010 Pearl Meyer & Partners, LLC Pay for Performance Analysis: Focus on Alignment with Total Shareholder Return Long-Term P4P Alignment  Evaluated solely on the basis of relative Total Shareholder return, the Company delivered more in realizable value to executives than warranted based on relative TSR performance. Data points reflect Superior and Peer Companies pay for performance alignment.

8 ©2010 Pearl Meyer & Partners, LLC Management Recommendations: 2011 STI & LTI STI Program  Shift from EPS to a combination of EPS (50% weight), Revenue (25% weight) and individual performance (25% weight)  Flattening EPS slope for 2011 versus 2010 LTI Program  Continue with mix adopted in 2010, comprised of 50% stock options and 50% time-vested restricted shares  Consider pool of shares for use by CEO and SVP HR to recognize top performers below Director-level

9 ©2010 Pearl Meyer & Partners, LLC Follow-Up Items & Next Steps Management  Assimilate feedback from Committee into recommended 2011 STI and LTI design recommendations for Committee approval in December  Develop proposed performance goals and performance-award slopes for Committee consideration in December  Provide the Committee an overview of the performance management system and the linkage to reward differentiation Consultant  Prepare market analysis to assist with sizing STI and LTI award levels  Conduct overall dilution assessment to evaluate competitiveness of proposed share pool  Provide update on latest regulatory and external developments

10 ©2010 Pearl Meyer & Partners, LLC Questions?