EXHIBIT
      4.3

     

    AGILE
      SOFTWARE CORPORATION

     

    2000
      NONSTATUTORY STOCK OPTION PLAN

     

    Amended
      August 1, 2002

     

    ARTICLE
      ONE

     

    GENERAL
      PROVISIONS

     

    I. PURPOSE
      OF THE PLAN

     

    This
      2000
      Nonstatutory Stock Option Plan is intended to promote the interests of Agile
      Software Corporation, a Delaware corporation, by providing eligible persons
      with
      the opportunity to acquire a proprietary interest, or otherwise increase their
      proprietary interest, in the Corporation as an incentive for them to remain
      in
      the service of the Corporation.

     

    Unless
      otherwise defined herein, capitalized terms shall have the meanings assigned
      to
      such terms in the attached Appendix.

     

    II. ADMINISTRATION
      OF THE PLAN

     

    A. The
      Plan
      shall be administered by the Board. However, any or all administrative functions
      otherwise exercisable by the Board may be delegated to a Committee. Members
      of
      the Committee shall serve for such period of time as the Board may determine
      and
      shall be subject to removal by the Board at any time. The Board may also at
      any
      time terminate the functions of the Committee and reassume all powers and
      authority previously delegated to the Committee.

     

    B. Any
      officer of the Corporation shall have the authority to act on behalf of the
      Corporation with respect to any matter, right, obligation, determination or
      election which is the responsibility of or which is allocated to the Corporation
      herein, provided the officer has apparent authority with respect to such matter,
      right, obligation, determination or election.

     

    C. In
      addition to any other powers set forth in the Plan and subject to the provisions
      of the Plan, the Plan Administrator shall have the full and final power and
      authority, in its discretion to:

     

    1. establish
      such rules and regulations as it may deem appropriate for proper administration
      of the Plan and to make such determinations under, and issue such
      interpretations of, the Plan and any outstanding option or stock issuance as
      it
      may deem necessary or advisable;

     

    2. determine
      which eligible persons are to receive option grants and stock issuances under
      the Plan, the time or times when such option grants or stock


    
      
        
        

      

      
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    issuances
      are to be made, the number of shares to be covered by each such grant, the
      time
      or times at which each option is to become exercisable, the vesting schedule
      (if
      any) applicable to each option or stock issuance, the maximum term for which
      the
      option is to remain outstanding;

     

    3. amend,
      modify, extend, cancel, or renew, any option or stock issuance or to waive
      any
      restrictions or conditions applicable to any option or shares acquired pursuant
      to a stock issuance or upon the exercise of an option;

     

    4. amend
      the
      exercisability of any option or the vesting of any shares acquired upon the
      exercise of any option or pursuant to any stock issuance, including with respect
      to the period following an Optionee’s termination of Service with the
      Corporation;

     

    5. delegate
      to any proper officer of the Corporation the authority to grant one or more
      options or stock issuances, without further approval of the Board, to any person
      eligible pursuant to Section III below, provided, however, that (i) such options
      and stock issuances shall not be granted to any one person within any fiscal
      year of the Corporation in excess of such limits as may be specified by the
      Plan
      Administrator, (ii) the exercise price per share of each option shall be equal
      to the Fair Market Value per share of the Common Stock on the effective date
      of
      grant (or, if the Common Stock has not traded on such date, on the last day
      preceding the effective date of grant on which the Common Stock was traded),
      and
      (iii) each option or stock issuance shall be subject to the terms and conditions
      of the appropriate standard form of option agreement or Issuance Agreement
      approved by the Board and shall conform to the provisions of the Plan and such
      other guidelines as shall be established from time to time by the Board;
      and

     

    6. correct
      any defect, supply any omission or reconcile any inconsistency in the Plan,
      any
      option agreement, or any stock issuance agreement and to make all other
      determinations and take such other actions with respect to the Plan or any
      option or stock issuance as the Board may deem advisable to the extent not
      inconsistent with the provisions of the Plan or applicable law.

     

    Decisions
      of the Plan Administrator shall be final and binding on all parties who have
      an
      interest in the Plan or any option, stock issuance, or shares issued
      thereunder.

     

    D. In
      addition to such other rights of indemnification as they may have as members
      of
      the Board or officers or employees of the Corporation (or Parent or Subsidiary
      corporation), members of the Board and any officers or employees of the
      Corporation (or Parent or Subsidiary corporation) to whom authority to act
      for
      the Board or the Corporation is delegated shall be indemnified by the
      Corporation against all reasonable expenses, including attorneys’ fees, actually
      and necessarily incurred in connection with the defense of any action, suit
      or
      proceeding, or in connection with any appeal therein, to which they or any
      of
      them may be a party by reason of any action taken or failure to act under or
      in
      connection with the Plan, or any right granted hereunder, and against all
      amounts paid by them in settlement thereof (provided such settlement is approved
      by independent legal counsel selected by the Corporation) or paid by them in
      satisfaction of a judgment in any such action, suit or proceeding, except in
      relation to matters as

     


    
      
        
        

      

      
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    to
      which
      it shall be adjudged in such action, suit or proceeding that such person is
      liable for gross negligence, bad faith or intentional misconduct in duties;
      provided, however, that within sixty (60) days after the institution of
      such action, suit or proceeding, such person shall offer to the Corporation,
      in
      writing, the opportunity at its own expense to handle and defend the
      same.

     

    III. ELIGIBILITY

     

    A. Employees
      and Consultants are eligible to receive option grants pursuant to the option
      Grant Program and/or stock issuances under the Stock Issuance Program. However,
      notwithstanding any other provision herein to the contrary, no person shall
      be
      eligible to be granted an option or stock issuance under the Plan whose
      eligibility would require approval of the Plan by the stockholders of the
      Corporation under any law or regulation or the rules of any stock exchange
      or
      market system upon which the Common Stock may then be listed.

     

    B. For
      purposes of the foregoing sentence, Employees and Consultants shall include
      prospective Employees and prospective Consultants to whom options and/or stock
      issuances are granted in connection with written offers of employment or other
      service relationship with the Corporation or any Parent or Subsidiary
      corporation. Eligible persons may be granted more than one (1) option and/or
      stock issuance under the Plan

     

    C. Options
      granted under the Plan may only be Non-Statutory Options.

     

    IV. STOCK
      SUBJECT TO THE PLAN

     

    A. The
      maximum number of shares of Common Stock which may be issued over the term
      of
      the Plan shall not exceed 19,500,000 shares. If an outstanding option for any
      reason expires or is terminated or canceled or if shares of stock are acquired
      upon the exercise of an option or pursuant to a stock issuance are subject
      to
      repurchase by the Corporation and are repurchased by the Corporation, the shares
      of stock allocable to the unexercised portion of such option or such repurchased
      shares of stock shall again be available for issuance under the
      Plan.

     

    B. 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 outstanding Common Stock as a class without the
      Corporation’s receipt of consideration, appropriate adjustments shall be made to
      (i) the maximum number and/or class of securities issuable under the Plan,
      (ii)
      the number and/or class of securities and the exercise price per share in effect
      under each outstanding option, and (iii) the number and/or class of securities
      acquired pursuant to each stock issuance that are subject to vesting and/or
      a
      repurchase right of the Corporation, in order to prevent the dilution or
      enlargement of benefits thereunder. The adjustments determined by the Plan
      Administrator shall be final, binding and conclusive. In no event shall any
      such
      adjustments be made in connection with the conversion of one or more outstanding
      shares of the Corporation’s preferred stock into shares of Common
      Stock.


    
      
        
        

      

      
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    ARTICLE
      TWO

     

    OPTION
      GRANT PROGRAM

     

    I. OPTION
      TERMS

     

    Each
      option shall be evidenced by one or more documents in the form approved by
      the
      Plan Administrator; provided, however, that each such document shall comply
      with
      the terms specified below.

     

    A. Exercise
      Price.

     

    1. The
      exercise price per share of an option shall be determined by the Plan
      Administrator.

     

    2. The
      exercise price shall become immediately due upon exercise of the option and
      shall, subject to the documents evidencing the option, be made:

     

    a. 
      in cash,
      cash equivalent, or check made payable to the Corporation;

     

    b. in
      shares
      of Common Stock held for the requisite period necessary to avoid a charge to
      the
      Corporation’s earnings for financial reporting purposes and valued at Fair
      Market Value on the Exercise Date;

     

    c. to
      the
      extent the option is exercised for vested shares, through a special sale and
      remittance procedure pursuant to which the Optionee shall concurrently provide
      irrevocable instructions (a) to a Corporation-designated brokerage firm to
      effect the immediate sale of the purchased shares and remit to the Corporation,
      out of the sale proceeds available on the settlement date, sufficient funds
      to
      cover the aggregate exercise price payable for the purchased shares plus all
      applicable Federal, state and local income and employment taxes required to
      be
      withheld by the Corporation by reason of such exercise and (b) to the
      Corporation to deliver the certificates for the purchased shares directly to
      such brokerage firm in order to complete the sale;

     

    d. provided
      that the person to whom the Option is granted is an Employee and in the
      Corporation’s sole discretion at the time the Option is exercised, by delivery
      of a promissory note in a form approved by the Corporation for the aggregate
      exercise price, provided that, (1) any promissory note used to pay the exercise
      price shall be subject to the provisions of paragraph A.3 below, and (2) if
      the
      Corporation is incorporated in the State of Delaware, the portion of the
      aggregate exercise price not less than the par value of the shares being
      acquired shall be paid in cash;

     

    e. by
      such
      other consideration as may be approved by the Board from time to time to the
      extent permitted by applicable law; or

     

    f. by
      any
      combination thereof.

     

    
      
        
        

      

      
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    The
      Board
      may at any time or from time to time, grant options which do not permit all
      of
      the foregoing forms of consideration to be used in payment of the exercise
      price
      or which otherwise restrict one or more forms of consideration.

     

    3. No
      promissory note shall be permitted if the exercise of an option using a
      promissory note would be a violation of any law. Any permitted promissory note
      shall be on such terms as the Board shall determine at the time the option
      is
      granted. The Board shall have the authority to permit or require the Optionee
      to
      secure any promissory note used to exercise an option with the shares of stock
      acquired upon the exercise of the option or with other collateral acceptable
      to
      the Corporation. Unless otherwise provided by the Board, if the Corporation
      at
      any time is subject to the regulations promulgated by the Board of Governors
      of
      the Federal Reserve System or any other governmental entity affecting the
      extension of credit in connection with the Corporation’s securities, any
      promissory note shall comply with such applicable regulations, and the Optionee
      shall pay the unpaid principal and accrued interest, if any, to the extent
      necessary to comply with such applicable regulations.

     

    B. Exercise
      and Term of Options.
      Each
      option shall be exercisable at such time or times, during such period and for
      such number of shares as shall be determined by the Plan Administrator and
      set
      forth in the documents evidencing the option grant; provided, however, that
      no
      option granted to a prospective Employee or prospective Consultant may become
      exercisable prior to the date on which such person commences services with
      the
      Corporation (or any Parent or Subsidiary corporation).

     

    C. Effect
      of Termination of Service.
      The
      following provisions shall govern the exercise of any options held by the
      Optionee at the time of cessation of Service or death:

     

    1. Should
      the Optionee cease to remain in Service for any reason other than Disability,
      death or Misconduct, then the Optionee shall have a period of three (3)
      months following the date of such cessation of Service during which to exercise
      each outstanding option held by such Optionee.

     

    2. Should
      such Service terminate by reason of Disability, then the Optionee shall have
      a
      period of twelve (12) months following the date of such cessation of Service
      during which to exercise each outstanding option held by such
      Optionee.

     

    3. Should
      the Optionee die while holding one or more outstanding options, then the
      personal representative of the Optionee’s estate or the person or persons to
      whom the option is transferred pursuant to the Optionee’s will or in accordance
      with the laws of descent and distribution shall have a period of twelve (12)
      months following the date of the Optionee’s death during which to exercise each
      such option.

     

    4. Notwithstanding
      the foregoing, if the exercise of an Option within the applicable time periods
      set forth above is prevented by the provisions of Section V of Article Four
      below, the option shall remain exercisable until three (3) months after the
      date
      the Optionee is notified by the Corporation that the option is exercisable,
      but
      in any event no later than the specified expiration of the option
      term.

     


    
      
        
        

      

      
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    5. Under
      no
      circumstances, however, shall any option be exercisable after the specified
      expiration of the option term.

     

    6. During
      the applicable post-Service exercise period, the option may not be exercised
      in
      the aggregate for more than the number of vested shares for which the option
      is
      exercisable on the date of the Optionee’s cessation of Service. Upon the
      expiration of the applicable exercise period or (if earlier) upon the expiration
      of the option term, the option shall terminate and cease to be outstanding
      for
      any vested shares for which the option has not been exercised. However, the
      option shall, immediately upon the Optionee’s cessation of Service, terminate
      and cease to be outstanding to the extent it is not exercisable for vested
      shares on the date of such cessation of Service.

     

    7. Should
      Optionee’s Service be terminated for Misconduct, then all outstanding options
      held by the Optionee shall terminate immediately and cease to remain
      outstanding.

     

    D. Stockholder
      Rights.
      The
      holder of an option shall have no stockholder rights with respect to the shares
      subject to the option until such person shall have exercised the option, paid
      the exercise price and become a holder of record of the purchased
      shares.

     

    E. Transferability
      of Options.
      During
      the lifetime of the Optionee, an option shall be exercisable only by the
      Optionee or the Optionee’s guardian or legal representative. No option shall be
      assignable or transferable by the Optionee, except by will or by the laws of
      descent and distribution. Notwithstanding the foregoing, to the extent permitted
      by the Board, in its discretion, and set forth in the option agreement
      evidencing such option, an Option shall be assignable or transferable subject
      to
      the applicable limitations, if any, described in the General Instructions to
      Form S-8 Registration Statement under the Securities Act.

     

    F. Withholding.
      The
      Corporation’s obligation to deliver shares of Common Stock upon the exercise of
      any options granted under the Plan shall be subject to the satisfaction of
      all
      applicable federal, state, local, and foreign income and employment tax
      withholding requirements.

     

    ARTICLE
      THREE

     

    STOCK
      ISSUANCE PROGRAM

     

    I. TERMS
      AND CONDITIONS OF STOCK ISSUANCES

     

    Shares
      of
      Common Stock shall be issued under the Stock Issuance Program through direct
      and
      immediate purchases without any intervening stock options grants. The issued
      shares shall be evidenced by a Stock Issuance Agreement (“Issuance
      Agreement”)
      that
      complies with the terms and conditions of this Article Three.

     


    
      
        
        

      

      
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    A. Consideration.

     

    Shares
      of
      Common Stock shall be issued under the Plan for one or more of the following
      items of consideration, which the Plan Administrator may deem appropriate in
      each individual instance:

     

    1. cash
      or
      cash equivalents (such as a personal check or bank draft) paid to the
      Corporation;

     

    2. Common
      Stock of the Corporation valued at Fair Market Value on the date of
      issuance;

     

    3. a
      promissory note payable to the Corporation’s order in one or more installments,
      which may be subject to cancellation in whole or in part upon terms and
      conditions established by the Plan Administrator;

     

    4. past
      services rendered to the Corporation or any parent or subsidiary corporation;
      or

     

    5. any
      combination of the above approved by the Plan Administrator.

     

    Shares
      may, in the absolute discretion of the Plan Administrator, be issued for
      consideration with a value less than one-hundred percent (100%) of the Fair
      Market Value of such shares, but in no event less than eighty-five percent
      (85%)
      of such Fair Market Value.

     

    B. Vesting
      Provisions.

     

    1. Shares
      of
      Common Stock issued under this Article Three may, in the absolute discretion
      of
      the Plan Administrator, be fully and immediately vested upon issuance or may
      vest in one or more installments over the Participant’s period of Service. The
      effect which death, disability or other event designated by the Plan
      Administrator is to have upon the vesting schedule shall be determined by the
      Plan Administrator and incorporated into the Issuance Agreement executed by
      the
      Corporation and the Participant at the time such unvested shares are
      issued.

     

    2. The
      Participant shall have full stockholder rights with respect to any shares of
      Common Stock issued to him or her under this Article Three, whether or not
      his
      or her interest in those shares is vested. Accordingly, the Participant shall
      have the right to vote such shares and to receive any regular cash dividends
      paid on such shares. Any new, additional or different shares of stock or other
      property (including money paid other than as a regular cash dividend) which
      the
      Participant may have the right to receive with respect to his or her unvested
      shares by reason of any stock dividend, stock split, reclassification of Common
      Stock or other similar change in the Corporation’s capital structure or by
      reason of any Corporate Transaction shall be issued, subject to (i) the same
      vesting requirements applicable to his or her unvested shares and (ii) such
      escrow arrangements as the Plan Administrator shall deem
      appropriate.


    
      
        
        

      

      
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    3. Should
      the Participant cease to remain in Service while holding one or more unvested
      shares of Common Stock under this Article Three, then those shares shall be
      immediately surrendered to the Corporation for cancellation, and the Participant
      shall have no further stockholder rights with respect to those shares. The
      Corporation shall repay to the Participant the cash consideration paid for
      the
      surrendered shares and shall cancel the principal balance of any outstanding
      purchase-money note of the Participant to the extent attributable to such
      surrendered shares. The surrendered shares may, at the Plan Administrator’s
      discretion, be retained by the Corporation as treasury shares or may be retired
      to authorized but unissued share status.

     

    4. The
      Plan
      Administrator may in its discretion elect to waive the surrender and
      cancellation of one or more unvested shares of Common Stock (or other assets
      attributable thereto) which should otherwise occur upon the non-completion
      of
      the vesting schedule applicable to such shares. Such waiver shall result in
      the
      immediate vesting of the Participant’s interest in the shares of Common Stock as
      to which the waiver applies. Such wavier may be effected at any time, whether
      before or after the Participant’s cessation of Service.

     

    II. TRANSFER
      RESTRICTIONS/SHARE ESCROW

     

    A. Certificates
      evidencing unvested shares issued pursuant to this Article Three may, in the
      Plan Administrator’s discretion, be held in escrow by the Corporation until the
      Participant’s interest in such shares vests or may be held directly to the
      Participant with restrictive legends indicating that the shares are unvested.
      To
      the extent an escrow arrangement is utilized, the unvested shares and any
      securities or other assets issued with respect to such shares (other than
      regular cash dividends) shall be delivered in escrow to the Corporation to
      be
      held until the Participant’s interest in such shares (or other securities or
      assets) vests. Alternatively, if the unvested shares are issued directly to
      the
      Participant, the restrictive legend on the certificates for such shares shall
      read substantially as follows:

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND ARE ACCORDINGLY SUBJECT
      TO (I) CERTAIN TRANSFER RESTRICTIONS AND TO (II) CANCELLATION OR OTHER
      REPURCHASE IN THE EVENT THE REGISTERED HOLDER (OR HIS/HER PREDECESSOR IN
      INTEREST) CEASES TO REMAIN IN THE CORPORATION’S SERVICE. SUCH TRANSFER
      RESTRICTIONS AND THE TERMS AND CONDITIONS OF SUCH CANCELLATION OR REPURCHASE
      ARE
      SET FORTH IN A STOCK ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND THE
      REGISTERED HOLDER (OR HIS/HER PREDECESSOR IN INTEREST) DATED _______________,
      200_, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
      CORPORATION.”

     


    
      
        
        

      

      
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    B. The
      Participant shall have no right to transfer any unvested shares of Common Stock
      issued to him or her under this Article Three. For purposes of this restriction,
      the term (“transfer”)
      shall
      include (without limitation) any sale, pledge, assignment, encumbrance, gift,
      or
      other disposition of such shares, whether voluntary or involuntary, other than
      an Ownership Change Event. Upon any such attempted transfer, the unvested shares
      shall immediately be cancelled, and neither the Participant nor the proposed
      transferee shall have any rights with respect to those shares. However, the
      Participant shall have the right to make a gift of unvested shares acquired
      under the Plan to his or her spouse or issue, including adopted children, or
      to
      a trust established for such spouse or issue, provided the donee of such shares
      delivers to the Corporation a written agreement to be bound by all the
      provisions of the Plan and the Issuance Agreement applicable to the gifted
      shares.

     

    ARTICLE
      FOUR

     

    MISCELLANEOUS

     

    I. CORPORATE
      TRANSACTIONS

     

    A. The
      shares subject to each option outstanding under the Plan at the time of a
      Corporate Transaction shall automatically vest in full so that each such option
      shall, immediately prior to the effective date of the Corporate Transaction,
      become fully exercisable for all of the shares of Common Stock at the time
      subject to that option and may be exercised for any or all of those shares
      as
      fully-vested shares of Common Stock. However, the shares subject to an
      outstanding option shall not
      vest on
      such an accelerated basis if and to the extent: (i) such option is assumed
      by
      the successor corporation (or parent thereof) in the Corporate Transaction
      and
      the Corporation’s repurchase rights with respect to the unvested option shares
      are concurrently assigned to such successor corporation (or parent thereof)
      or
      (ii) such 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 and provides for subsequent
      payout in accordance with the same vesting schedule applicable to those unvested
      option shares or (iii) the acceleration of such option is subject to other
      limitations imposed by the Plan Administrator at the time of the option
      grant.

     

    B. All
      outstanding repurchase rights shall also terminate automatically, and the shares
      of Common Stock subject to those terminated rights shall immediately vest in
      full, in the event of any Corporate Transaction, except to the extent: (i)
      those
      repurchase rights are assigned to the successor corporation (or parent thereof)
      in connection with such Corporate Transaction or (ii) such accelerated vesting
      is precluded by other limitations imposed by the Plan Administrator at the
      time
      the repurchase right is issued.


    
      
        
        

      

      
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    C. The
      Corporation shall use its best efforts to provide at least twenty (20) days
      prior written notice of the occurrence of any Corporate Transaction in which
      the
      options or repurchase rights under the Plan are not to be assumed by or assigned
      to the successor corporation and such options or repurchase rights vest or
      terminate on an accelerated basis.

     

    D. Immediately
      following the consummation of the Corporate Transaction, all outstanding options
      shall terminate and cease to be outstanding, except to the extent assumed by
      the
      successor corporation (or parent thereof).

     

    E. Each
      option which is assumed in connection with a Corporate Transaction shall be
      appropriately adjusted, immediately after such Corporate Transaction, to apply
      to the number and class of securities which would have been issuable to the
      Optionee in consummation of such Corporate Transaction, had the option been
      exercised immediately prior to such Corporate Transaction. Appropriate
      adjustments shall also be made to (i) the number and class of securities
      available for issuance under the Plan following the consummation of such
      Corporate Transaction and (ii) the exercise price payable per share under each
      outstanding option, provided the aggregate exercise price payable for such
      securities shall remain the same.

     

    F. The
      Plan
      Administrator shall have the discretion, exercisable either at the time the
      option or stock issuance is granted or at any time while the option remains
      outstanding or shares acquired pursuant to a stock issuance are unvested, to
      provide for the automatic acceleration (in whole or in part) of one or more
      outstanding options and the immediate termination of the Corporation’s
      repurchase rights with respect to the shares subject to those options or any
      stock issuance upon the occurrence of a Corporate Transaction, whether or not
      those options or repurchase rights are to be assumed or assigned in the
      Corporate Transaction.

     

    G. The
      Plan
      Administrator shall also have full power and authority, exercisable either
      at
      the time the option or stock issuance is granted or at any time while the option
      remains outstanding or shares acquired pursuant to a stock issuance are
      unvested, to structure such option or stock issuance so that the shares subject
      to that option or stock issuance will automatically vest on an accelerated
      basis
      should the Optionee’s or Participant’s Service terminate by reason of an
      Involuntary Termination, as defined in the agreement evidencing the option
      or
      stock issuance, within a designated period (not to exceed eighteen (18) months)
      following the effective date of any Corporate Transaction in which the option
      or
      is assumed and the repurchase rights applicable to the unvested option shares
      or
      stock issuance shares do not otherwise terminate. Any option so accelerated
      shall remain exercisable for the fully-vested option shares until the earlier
      of
      (i) the expiration of the option term or (ii) the expiration of the one (1)-year
      period measured from the effective date of the Involuntary Termination. In
      addition, the Plan Administrator may provide that one or more of the
      Corporation’s outstanding repurchase rights with respect to shares held by the
      Optionee or Participant at the time of such Involuntary Termination shall
      immediately terminate on an accelerated basis, and the shares subject to those
      terminated rights shall accordingly vest at that time.

     

    H. The
      grant
      of options or stock issuances under the Plan shall in no way affect the right
      of
      the Corporation 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.


    
      
        
        

      

      
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    II. EFFECTIVE
      DATE AND TERM OF THE PLAN

     

    A. The
      Plan
      became effective when adopted by the Board on February 10, 2000 with an
      initial share reserve of 3,000,000 shares. The share reserve was automatically
      increased to 6,000,000 shares as a result of the 2:1 stock split effected by
      the
      Corporation on March 16, 2000.

     

    B. On
      April
      2, 2001, the Board amended the Plan in order to remove the definition of
“Involuntary Termination” from the Plan document and include the definition
      solely in the agreement evidencing an option or stock issuance.

     

    C. The
      Plan
      shall terminate upon the earlier of: (i) the date on which all shares available
      for issuance under the Plan have been issued and all restrictions on such shares
      under the terms of the Plan and the agreements evidencing options or stock
      issuances granted under the Plan have lapsed, or (ii) its termination by the
      Board.

     

    III. AMENDMENT
      OF THE PLAN

     

    A. The
      Board
      shall have complete and exclusive power and authority to amend or modify the
      Plan in any or all respects. No amendment or modification of the Plan shall
      affect any then outstanding option or unvested shares acquired pursuant to
      a
      stock issuance unless expressly provided by the Board. In any event, no
      amendment or modification of the Plan may adversely affect any then outstanding
      option or unvested shares acquired pursuant to a stock issuance without the
      consent of the Optionee or Participant, unless such amendment or modification
      is
      necessary to comply with any applicable law, regulation or rule.

     

    IV. USE
      OF PROCEEDS

     

    Any
      cash
      proceeds received by the Corporation from the sale of shares of Common Stock
      under the Plan shall be used for general corporate purposes.

     

    V. REGULATORY
      APPROVALS

     

    The
      implementation of the Plan, the granting of any option hereunder and the
      issuance of any shares of Common Stock upon the exercise of any option shall
      be
      subject to the Corporation’s procurement of all approvals and permits required
      by regulatory authorities having jurisdiction over the Plan, the options granted
      under it and the shares of Common Stock issued pursuant to it.

     

    VI. NO
      EMPLOYMENT OR SERVICE RIGHTS

     

    Nothing
      in the Plan shall confer upon the Optionee or Participant 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 Corporation (or any Parent or Subsidiary
      corporation employing or retaining the Optionee or Participant) or of the
      Optionee or Participant, which rights are hereby expressly reserved by each,
      to
      terminate the Optionee’s or Participant’s Service at any time for any reason,
      with or without cause.


    
      
        
        

      

      
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    VII. FINANCIAL
      REPORTS

     

    Each
      Optionee shall be given access to information concerning the Corporation
      equivalent to that information generally made available to the Corporation’s
      common stockholders.

     

    
      
        
        

      

      
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    APPENDIX

     

    The
      following definitions shall be in effect under the Plan:

     

    A. Board
      shall
      mean the Corporation’s Board of Directors.

     

    B. Code
      shall
      mean the Internal Revenue Code of 1986, as amended.

     

    C. Committee
      shall
      mean a committee of the Board duly appointed to administer the Plan and having
      such powers as shall be specified by the Board. Unless the powers of the
      Committee have been specifically limited, the Committee shall have all of the
      powers of the Board granted herein, including, without limitation, the power
      to
      amend or terminate the Plan at any time, subject to the terms of the Plan and
      any applicable limitations imposed by law.

     

    D. Common
      Stock
      shall
      mean the Corporation’s common stock.

     

    E. Consultant
      shall
      mean a person engaged to provide consulting or advisory services (other than
      as
      an Employee or a Director) to the Corporation or any Parent or Subsidiary
      corporation, provided that the identity of such person, the nature of such
      services or the entity to which such services are provided would not preclude
      the Corporation from offering or selling securities to such person pursuant
      to
      the Plan in reliance on a Form S-8 Registration Statement under the Securities
      Act.

     

    F. Corporate
      Transaction
      shall
      mean an Ownership Change Event or a series of related Ownership Change Events
      (collectively, a “Transaction”)
      wherein the stockholders of the Corporation immediately before the Transaction
      do not retain immediately after the Transaction, in substantially the same
      proportions as their ownership of shares of the Corporation’s voting stock
      immediately before the Transaction, direct or indirect beneficial ownership
      of
      more than fifty percent (50%) of the total combined voting power of the
      outstanding voting stock of the Corporation or the corporation or corporations
      to which the assets of the Corporation were transferred (the “Transferee
      Corporation(s)”),
      as
      the case may be. For purposes of the preceding sentence, indirect beneficial
      ownership shall include, without limitation, an interest resulting from
      ownership of the voting stock of one or more corporations which, as a result
      of
      the Transaction, own the Corporation or the Transferee Corporation(s), as the
      case may be, either directly or through one or more subsidiary corporations.
      The
      Board shall have the right to determine whether multiple sales or exchanges
      of
      the voting stock of the Corporation or multiple Ownership Change Events are
      related, and its determination shall be final, binding and
      conclusive.

     

    G. Corporation
      shall
      mean Agile Software Corporation, a Delaware corporation, and any successor
      corporation thereto.

     

    H. Director
      shall
      means a member of the Board or of the board of directors of any other Parent
      or
      Subsidiary corporation.

     

    I. Disability
      shall
      mean the permanent and total disability on the Optionee or Participant within
      the meaning of Section 22(e)(3) of the Code.

     


    
      
        
        

      

      
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    J. Employee
      shall
      mean an individual who is in the employ of the Corporation (or any Parent or
      Subsidiary corporation), subject to the control and direction of the employer
      entity as to both the work to be performed and the manner and method of
      performance.

     

    K. Exercise
      Date
      shall
      mean the date on which the Corporation shall have received written notice of
      the
      option exercise.

     

    L. Fair
      Market Value per
      share
      of Common Stock on any relevant date shall be determined in accordance with
      the
      following provisions:

     

    (i) If
      the
      Common Stock is at the time traded on the Nasdaq National Market, then the
      Fair
      Market Value shall be the closing selling price per share of Common Stock on
      the
      date in question, as such price is reported by the National Association of
      Securities Dealers on the Nasdaq National Market or any successor system. If
      there is no closing selling price for the Common Stock on the date in question,
      then the Fair Market Value shall be the closing selling price on the last
      preceding date for which such quotation exists.

     

    (ii) If
      the
      Common Stock is at the time listed on any Stock Exchange, then the Fair Market
      Value shall be the closing selling price per share of Common Stock on the date
      in question on the Stock Exchange determined by the Plan Administrator to be
      the
      primary market for the Common Stock, as such price is officially quoted in
      the
      composite tape of transactions on such exchange. If there is no closing selling
      price for the Common Stock on the date in question, then the Fair Market Value
      shall be the closing selling price on the last preceding date for which such
      quotation exists.

     

    (iii) If
      the
      Common Stock is at the time neither listed on any Stock Exchange nor traded
      on
      the Nasdaq National Market, then the Fair Market Value shall be determined
      by
      the Plan Administrator after taking into account such factors as the Plan
      Administrator shall deem appropriate.

     

    M. Involuntary
      Termination
      shall
      mean the termination of the Service of any individual as defined in the
      agreement evidencing the option or stock issuance.

     

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

     

    O. Non-Statutory
      Option
      shall
      mean an option not intended to satisfy the requirements of Code Section
      422.

     

    P. Ownership
      Change Event
      shall be
      deemed to have occurred if any of the following occurs with respect to the
      Corporation: (i) the direct or indirect sale or exchange in a


    
      
        
        

      

      
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    single
      or
      series of related transactions by the stockholders of the Corporation of more
      than fifty percent (50%) of the voting stock of the Corporation; (ii) a merger
      or consolidation in which the Corporation is a party; (iii) the sale, exchange,
      or transfer of all or substantially all of the assets of the Corporation; or
      (iv) a liquidation or dissolution of the Corporation.

     

    Q. Optionee
      shall
      mean any person to whom an option is granted pursuant to the Option Grant
      Program under the Plan.

     

    R. Parent
      shall
      mean any corporation (other than the Corporation) in an unbroken chain of
      corporations ending with the Corporation, provided each corporation in the
      unbroken chain (other than the Corporation) owns, at the time of the
      determination, stock possessing fifty percent (50%) or more of the total
      combined voting power of all classes of stock in one of the other corporations
      in such chain.

     

    S. Participant
      shall
      mean any person to whom a stock issuance or stock bonus is granted pursuant
      to
      the Stock Issuance Program under the Plan.

     

    T. Plan
      shall
      mean the Corporation’s 2000 Nonstatutory Stock Option Plan, as set forth in this
      document.

     

    U. Plan
      Administrator
      shall
      mean either the Board or the Committee, to the extent the Committee is at the
      time responsible for the administration of the Plan.

     

    V. Securities
      Act
      shall
      mean the Securities Act of 1933, as amended.

     

    W. Service
      shall
      mean an Optionee’s or Participant’s employment or service with the Corporation
      or Parent or Subsidiary corporation, whether in the capacity of an Employee
      or a
      Consultant. Unless otherwise determined by the Board, an Optionee’s or
      Participant’s Service shall not be deemed to have terminated merely because of a
      change in the capacity in which the Optionee or Participant renders Service
      to
      the Corporation or Parent or Subsidiary corporation or a change in the
      Corporation or Parent or Subsidiary corporation for which the Optionee or
      Participant renders such Service, provided that there is no interruption or
      termination of the Optionee’s or Participant’s Service. Furthermore, an
      Optionee’s or Participant’s Service with the Corporation or Parent or Subsidiary
      corporation shall not be deemed to have terminated if the Optionee or
      Participant takes any military leave, sick leave, or other bona fide leave
      of
      absence approved by the Corporation. Notwithstanding the foregoing, unless
      otherwise designated by the Corporation or required by law, a leave of absence
      shall not be treated as Service for purposes of determining vesting under the
      Optionee’s option agreement or Participant’s stock issuance agreement. An
      Optionee’s or Participant’s Service shall be deemed to have terminated either
      upon an actual termination of Service or upon the corporation for which the
      Optionee or Participant performs Service ceasing to be a Parent or Subsidiary.
      Subject to the foregoing, the Corporation, in its discretion, shall determine
      whether an Optionee’s or Participant’s Service has terminated and the effective
      date of such termination.

     

    X. Stock
      Exchange
      shall
      mean either the American Stock Exchange or the New York Stock
      Exchange.


    
      
        
        

      

      
      

      
        

      

    

    
      
      

    


    Y. Subsidiary
      shall
      mean any corporation (other than the Corporation) in an unbroken chain of
      corporations beginning with the Corporation, provided each corporation (other
      than the last corporation) in the unbroken chain owns, at the time of the
      determination, stock possessing fifty percent (50%) or more of the total
      combined voting power of all classes of stock in one of the other corporations
      in such chain.

     

    
      
        
        

      

      A-3