EXHIBIT 10.2


 


FORM OF


 


FIRST
AMENDMENT TO

INDEMNIFICATION AGREEMENT


 


THIS First Amendment
to the Indemnification Agreement by and between EVOLVING SYSTEMS, INC., a Delaware corporation (the “Company”), and                                                      
(“Indemnitee”) (the “Agreement”) is effective as of January 1,
2008.


 


                WHEREAS,
the Company and Indemnitee entered into the Agreement, first effective
as of
                                                      , 200    .


 


                WHEREAS,
Section 19 of the Agreement permits amendment of the Agreement in
a writing signed by both parties.


 


                WHEREAS,
the Company and Indemnitee desire to amend the Agreement, to the extent
necessary, to comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”)  and the April 10, 2007, final
regulations thereunder (collectively “Section 409A”)
and to make other changes set forth below.


 


                NOW, THEREFORE, in consideration of the mutual terms and
conditions described herein, the parties agree the Agreement is hereby amended
as follows:


 


                1.             Effective as of January 1, 2008, the Agreement is
hereby amended by adding a new Section 24, Section 409A, to read in
its entirety as follows:


 


24.          SECTION 409A.
 The parties intend that any
amounts payable and benefits provided under this Agreement and the exercise of
authority or discretion hereunder by the Company or by Indemnitee shall be
eligible for the regulatory exception to the limitations imposed on deferred
compensation by Section 409A for certain indemnification arrangements
described in Treas. Reg. Section 1.409A-1(b)(10).  In the event, or to the extent, this
exception is not available, any amounts payable and benefits provided hereunder
shall be paid to Indemnitee at such date or a later day within the same
calendar year, or, if later, by the 15th day of the third calendar
month following the date the expenses are incurred by Indemnitee, and if
applicable, any payments shall be delayed for a period of six months following “separation
from service” by Indemnitee so as not to subject Indemnitee to the payment of
additional taxes and interest that may be imposed under Section 409A.  To the extent that any amount payable or
benefit provided under this Agreement would trigger the additional tax or
interest imposed under Section 409A, the Company and Indemnitee agree to
work together to modify the Agreement to the minimum extent necessary to
reasonably comply with the requirements of Section 409A, provided that the
Company shall not be required to assume any increased economic burden.


 


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                IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement as of the date first above written.


 


EVOLVING SYSTEMS, INC.


 


	
  By:

  	
   

  	 

	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Address:

  	
  Evolving
  Systems, Inc.

  
	
   

  	
  9777 Pyramid Ct.,
  Suite 100

  
	
   

  	
  Englewood, CO 80112

  
				



 


	
  AGREED TO
  AND ACCEPTED

  
	
   

  	
   

  
	
  INDEMNITEE

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title: