Summary of PHASE FORWARD INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2009, the Company's Management Development and Compensation Committee adopted the Phase Forward Incorporated Management Incentive Plan (the "MIP"), effective as of January 1, 2009. The MIP is intended to recognize and reward the achievement of financial performance goals of the Company. The new MIP replaces the Company's prior 2008 Management Incentive Plan and 2008 Global Sales Executive Incentive Compensation Plan for periods on and after January 1, 2009. The MIP provides the Company's named executive officers and certain other employees with an opportunity to earn a cash bonus at a target amount equal to a percentage of their respective annual base salaries, which will vary according to the participant's position, based on the attainment of specified corporate performance goals determined by the Management, Development and Compensation Committee each year. The actual dollar award may exceed the target payout in the event of over-achievement of performance goals subject to a maximum of 200% of the employee's bonus opportunity; provided, however, such limitation shall be 300% for any performance targets based on bookings, sales quotas or similar sales metrics. The performance targets will relate to financial and operational metrics and may include any of the following: earnings per share, revenues, EBITDA (earnings before interest, taxes, depreciation and amortization), net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, proforma operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, stockholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, sales or market shares, bookings and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.

A copy of the Management Incentive Plan is included as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description set forth in this report is qualified in its entirety by reference to the full text of such Exhibit.

Also on February 10, 2009, the Company's Management Development and Compensation Committee approved bonus payments to the Company's executive officers for fiscal 2008. Each named executive officer's earned bonus amount is consistent with the criteria set forth in the Company's previously-disclosed 2008 Management Incentive Plan and 2008 Global Sales Executive Incentive Compensation Plan, as applicable, except that the Management Development and Compensation Committee exercised discretion to award an additional cash bonus of $47,000 to each of the following named executive officers: Rodger Weismann, Senior Vice President, Chief Financial Officer and Treasurer; Steven J. Rosenberg, Senior Vice President; and D. Ari Buchler, Senior Vice President, General Counsel and Secretary.