Form of Option Agreement And Related Restricted Stock Agreement

Exhibit 10.4


AGILE SOFTWARE CORPORATION

NOTICE OF GRANT OF STOCK OPTION


Notice is hereby given of the following option grant (the " Option" ) to purchase shares of the Common Stock of Agile Software Corporation (the " Company" ):


Optionee:

Grant Date:

Exercise Price: $0.001 per share

Number of Option Shares:

Expiration Date: November 30, 2005

Type of Option: Non-Statutory Stock Option

Date Exercisable: Upon Grant until November 30, 2005


Vesting Schedule : The Option Shares shall initially be unvested and subject to reacquisition by the Company for no consideration upon Optionee' s cessation of Service prior to vesting in such shares. Such reacquisition right shall lapse with respect to the Option Shares according to the following vesting schedule, provided the Optionee continues in Service on such date:


Number of Shares* Vesting Date


X shares December 1, 2005

Y shares September 1, 2006

Z shares June 1, 2007 * On each Vesting Date, in connection with the lapse of the reacquisition right, the Company shall be entitled automatically to withhold, and the Optionee shall forfeit, sufficient Option Shares to satisfy all tax withholding obligations.


Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Stock Option Agreement attached hereto as Exhibit A and the [1995 Stock Option Plan] [2000 Nonstatutory Stock Option Plan] (the " Plan" ), a copy of which is attached as Exhibit C. Optionee further understands and agrees that any Option Shares purchased under the Option will be subject to the terms set forth in the Stock Purchase Agreement attached hereto as Exhibit B.


REACQUISITION RIGHTS . OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN REACQUISITION RIGHTS EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE ATTACHED STOCK PURCHASE AGREEMENT.


No Employment or Service Contract . Nothing in this Notice or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee' s Service at any time for any reason, with or without cause.


Definitions . All capitalized terms not defined in this Notice or in the attached Stock Option Agreement shall have the meaning assigned to them in the Plan.


, 2005

Date AGILE SOFTWARE CORPORATION By:

Title: OPTIONEE

Address:


ATTACHMENTS

Exhibit A- Stock Option Agreement

Exhibit B- Stock Purchase Agreement

Exhibit C- [1995 Stock Option Plan] [2000 Nonstatutory Stock Option Plan]


EXHIBIT A


STOCK OPTION AGREEMENT

AGILE SOFTWARE CORPORATION

STOCK OPTION AGREEMENT


RECITALS

A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees and Consultants who provide services to the Company (or any Parent or Subsidiary).

B. Optionee is to render valuable services to the Company (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Company' s grant of an option to Optionee.

C. All capitalized terms not defined in this Agreement or the attached Notice shall have the meaning assigned to them in the Plan.

NOW, THEREFORE , it is hereby agreed as follows:

1. Grant of Option. The Company hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price.

2. Option Term. This option shall expire at 5:00 p.m. Pacific time on November 30, 2005, unless sooner terminated in accordance with Paragraph 5, 6 or 15.


3. Limited Transferability. This option shall be neither transferable nor assignable by Optionee other than by will or by the laws of descent and distribution and may be exercised, during Optionee' s lifetime, only by Optionee or the Optionee' s guardian or legal representative.


4. Dates of Exercise. Except as otherwise provided herein, this option shall be exercisable for the Option Shares until the Expiration Date or sooner termination of the option term under Paragraph 5, 6 or 15.


5. Cessation of Service. The option shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should Optionee cease to remain in Service for any reason.

6. Acquisition of Agile.

(a) In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full, and the Company' s Reacquisition right shall lapse, immediately prior to the effective date of the Corporate Transaction. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice.

(b) The Company shall use its best efforts to provide at least twenty (20) days prior written notice of the occurrence of any Corporate Transaction in which options under the Plan are not to be assumed by the successor corporation.


(c) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction.

(d) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same.

(e) If this option is assumed in connection with a Corporate Transaction and Optionee' s Service ceases as a result of an Involuntary Termination within eighteen (18) months following such Corporate Transaction, then the Optionee shall be credited with an additional eighteen (18) months of Service (or such lesser number of months necessary to cause all of the Option Shares to become vested) solely for purposes of calculating the number of vested Option Shares.

(f) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

(g) " Involuntary Termination" shall mean the termination of Optionee' s Service by reason of: (i) Optionee' s involuntary dismissal or discharge by the Company (or a Parent or Subsidiary employing Optionee) for reasons other than Misconduct; or (ii) Optionee' s voluntary resignation following (1) a reduction in Optionee' s level of base salary by more than fifteen percent, (15%) (2) a reduction in the Optionee' s level of participation in any corporate-performance based bonus or incentive programs (not including sales compensation or sales incentive programs) by more than fifteen percent (15%) or (3) a relocation of Optionee' s place of employment by more than fifty (50) miles, provided and only if such reduction or relocation is effected by the Company without Optionee' s consent.

(h) " Misconduct" shall mean the commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the Company (or any Parent or Subsidiary), or any other intentional misconduct by Optionee adversely affecting the business or affairs of the Company (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of Optionee or any other individual in the Service of the Company (or any Parent or Subsidiary).

7. Adjustment in Option Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstan ...