EXHIBIT
10.1


Form Compensation
Agreement


The Compensation
Package in this memorandum has been submitted to and approved by the
Compensation Committee of the Board of Directors of Evolving Systems, Inc.  This Compensation Plan (the “Plan”) is
effective during calendar year 2007, and is provided to you to give you
information regarding compensation offered to you as [Insert Title].  This Plan supersedes all
prior Compensation plans or other compensation agreements, oral or written, you
have with the Company, other than stock options previously granted to you, the
Management Change in Control Agreement, as amended, and the Indemnification
Agreement which shall continue in full force and effect.  Your Plan includes a base salary paid in
accordance with the normal payroll practices of Evolving Systems, as well as
eligibility for quarterly and annual incentive compensation.


This Plan is not a
contract of employment and shall not be construed to guarantee employment for
any particular period of time.  All
Evolving Systems’ employees are employed at will.  You, or Evolving Systems, may terminate the
employment relationship at any time, with or without notice, for any reason or
no reason.  The Plan may be changed or
discontinued by the Company at any time with or without prior notice.









 



I.  Compensation


	
  Annual Base Salary

  	
  [Insert Amount]

  
	
  Potential Incentive Compensation

  	
  [Insert applicable percentage] of Base Salary,
  paid as described below

  



 


Incentive
Compensation


Incentive
Compensation will be paid in five (5) equal payments, based upon attainment of
defined Company quarterly and annual revenue results (“Incentive Targets”)
established by the Board of Directors. In the event the Company exceeds the
Incentive Targets established by the Board of Directors, Incentive Compensation
in excess of 100% of your potential quarterly or annual percentage will be paid
up to 150% of your quarterly or annual Potential Incentive Compensation. Incentive Compensation will only be paid if following payment the Company
is also in compliance with its banking covenants at the end of the applicable
quarter, or, in the case of the annual Incentive Compensation payment, on
December 31, 2007.


In the event your
employment terminates prior to the end of any calendar quarter, for reasons
other than Cause (as described below), the Quarterly Incentive Compensation
that would have been paid to you at the end of the calendar quarter will be
pro-rated to the date of termination of your employment.  There will be no pro-ration for the Annual
Incentive Compensation; you must be employed by the Company on December 31,
2007, to be eligible for the Annual Incentive Compensation amount.


II.            Severance


1)            In the event your
employment is terminated by the Company other than for (a) Cause; (b)
Disability; or (c) death, you will be paid severance compensation in an amount
equal to [insert applicable amount: (3)(6)(9)
months] of your then current Base Salary.


2)              “Cause” and “Disability”
for purposes of the severance provisions described in this Section II shall
mean:


(a) “Cause”  shall
mean:


(i)                                     Willful
action or failure to act by you that in the reasonable opinion of the Board of
Directors materially injures the reputation, business or business relationships
of the Company or any of its officers, directors or executives and such action
or failure is not remedied or reasonable steps to effect such remedy are not
commenced within ten (10) days following receipt of written notice;


(ii)                            Your
failure to perform your duties or to follow the reasonable directions of the
Board of Directors of the Company within ten (10) business days after receipt
by you of written notice of such failure;


(iii)                               Any
act involving moral turpitude or a crime, other than a vehicle offense
(excepting vehicular manslaughter), which could reflect in some material
fashion unfavorably upon the business or business relationships of the Company
or any of its officers, directors or executives.









 



(b)           “Disability”
shall mean a physical or mental impairment that substantially limits a major
life activity, other than on a temporary basis, which prevents you from
performing the essential functions of your job for any period, and for which no
reasonable accommodation can be made. As an officer of the Company, you are
considered a “key employee” under the Family and Medical Leave Act (“FMLA”).  As such, you will be provided a reasonable
opportunity to return to work from any FMLA leave.  However, the possibility exists that
restoration to employment may be denied following FMLA leave if the Company, in
its sole discretion, determines that your position is critical and must be
filled.


3)            In exchange for the
severance payment described in this Section II, the Company will require that
you execute a Separation Agreement, in which you release all claims against the
Company arising out of your employment or termination of your employment.  In addition, the Separation Agreement will
provide that during the period of time during which you receive severance payments
you will refrain from (a) soliciting Evolving Systems’ employees to leave the
employ of the Company;  (b) interfering
with the relationship of the Company with any such employees, including, but
not limited to, hiring such employees; (c) targeting or soliciting customers of
the Company to purchase products or services in competition with the Company’s
products or services or to terminate a relationship with the Company and (d)
competing directly or indirectly with the Company as is described in the
Management Change in Control Agreement.


4)              Severance payments
will be paid in equal installments, in the Company’s normal payroll cycle, over
the applicable severance period. Under no circumstances will the Company be
obligated to pay any amounts to you under this Section II if your employment has
been terminated by the Company for Cause, Disability or death.


5)              The severance
provisions of this 2007 Compensation Plan are not intended to apply in the
event of a Change in Control, as defined in the Management Change in Control
Agreement.  Accordingly, if severance
described in this Plan is paid, and the Management Change in Control Agreement
is subsequently triggered, payments made under this Plan shall be credited
against, and shall NOT be in addition to, amounts paid under the Change In
Control Agreement.


III.           Benefits


You will receive
benefits in accordance with the Company’s standard benefits plan and policies,
with the following modifications:


1.             Paid Time Off:  Your Paid Time Off (PTO) will be set at one
level above the “standard” rates for employees, as follows:


	
  Years of Service

  	
   

  	
  Hours Accrued per Pay Period

  	
   

  	
  Annual # of Days of PTO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  0-2

  	
   

  	
  6.16

  	
   

  	
  20

  	
   

  
	
  3-5

  	
   

  	
  7.69

  	
   

  	
  25

  	
   

  
	
  6+

  	
   

  	
  9.23

  	
   

  	
  30

  	
   

  



 


You will be
expected to record your PTO in accordance with standard Company policy and all
other provisions of the Company’s PTO policy will apply.


(Note:  PTO for officers residing in the UK is based
upon UK standard rates)


2.             Life Insurance Benefits:  In addition to the standard life insurance
benefits payable to employees of the Company, the Company will provide life
insurance to you in the amount of $300,000,









 



subject to your
insurability.  The Company pays the
premium, but the premium attributable to insurance over $50,000 is taxable to
you.


3.             Disability Benefits:  The Company will provide
you with short term and long term disability insurance coverage per the Company’s
general plan for all employees.  The
general plan for employees pays benefits at the rate of 66 2/3% of your base
pay, with a base pay cap of $8,501 per month (resulting in total monthly
benefit payable to you under the Company plan of $5,667).  This benefit, if payable, terminates at age
65.  In addition, the Company will make
available to you, at your expense, additional long term disability coverage
that will pay the lesser of the difference between 66 2/3% of your monthly base
salary and the benefit provided under the general Company plan or $6,000 per
month. (For example, if your monthly base salary is $15,000, the additional
long-term disability policy will provide $4,334, the difference between the
general Company plan benefit ($5,667) and 66 2/3% of your base salary.)  This additional benefit is payable until age
65, or, in some cases has a 5 year payout.  
If you have any questions about the disability benefits, please see the
HR Director.


4.             Travel. Upgrades
to first class domestic travel/business class international travel will be made
available to you in accordance with the Company’s standard travel
policies.  This benefit does NOT imply
that you are authorized to buy first class tickets.


5.             Miscellaneous Benefits.    The Company will provide you with a cell
phone and cell phone service and reimburse you for the cost (basic service) of
a second phone line to your home.  You
will also be provided with a laptop computer and a second docking station to be
used in your home.


6.             Modify Agreement to Comply with
Internal Revenue Code Section 409A.  The
Company reserves the right to modify this Agreement at any time in order to
comply with Internal Revenue Code Section 409A.


IV.           SEC Filing Requirements.


You will be
considered an “Executive Officer” for purposes of the SEC rules relating to
trading of stock and reporting your stock trading.  You are required to pre-clear your trading in
Company stock with the Company’s General Counsel prior to buying or selling
Company stock.  You are expected to
familiarize yourself with the Insider trading regulations and to comply with
those regulations, in particular, to abide by Company trading-blackout rules
and to advise the Company’s General Counsel in advance of all stock trades so
that appropriate SEC forms can be timely filed.


·                                         Acknowledgment


I have received
and read my 2007 Compensation Plan.  I
understand the details of the Plan and how it applies to me.  I acknowledge that the Plan represents
Confidential and Proprietary Information of Evolving Systems.  I understand that the Plan may
be changed or discontinued by the Company at any time with or without notice,
and that no representations or promises, either express or implied, have been
made to me about my continued employment, about my compensation or about the
Plan other than what is written here or in any Management Change in Control
Agreement that may be executed.  I understand the responsibilities of my
position and the critical nature of the performance of this position on the
success of Evolving Systems.  I
understand that I am employed on an at-will basis, and that this Plan does not
alter or modify the at-will nature of my employment.  I understand that I can resign my position at
any time, or Evolving Systems can terminate my employment at any time, with or
without prior written notice. I agree that the compensation I receive under the
Plan is fair and adequate compensation for my services.









 



 


	
  

  	
   

  	
   

  	
   

  
	
  [Name of
  Executive Officer]

  	
   

  	
  Date