AMENDMENT #1
TO THE
ASSET PURCHASE AGREEMENT
BY AND AMONG
PRIMAVERA SOFTWARE, INC.
PRIMAVERA SYSTEMS, INC.
AND
EVOLVE SOFTWARE, INC.
This Amendment #1 (the "Agreement") to the Asset Purchase Agreement, dated
March 26, 2003, by and among between PRIMAVERA SOFTWARE, INC., PRIMAVERA
SYSTEMS, INC. and EVOLVE SOFTWARE, INC.
BACKGROUND
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The parties hereto entered into that certain Asset Purchase Agreement dated
March 19, 2003 (the "Original Agreement"). The parties desire to amend the
Original Agreement to provide that the Purchaser thereunder may offer employment
(conditional upon the consummation of the transactions contemplated by the
Original Agreement) to the Seller's employees at any time following the
execution and delivery of the Original Agreement. Such amendment is intended to
be effective as of the date of the Original Agreement.
NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements set forth in the Original Agreement and set forth
herein, and intending to be legally bound hereby, covenant and agree as follows:
1. The second sentence of Section 7.9(a) shall be deleted in its
entirety and replaced with the following:
"Purchaser shall be permitted to offer employment to such employees of
Seller as designated by Purchaser, such employment being conditional upon
the consummation of the transactions contemplated hereby, at any time after
the execution, and delivery of this Agreement, whom Purchaser desires to
employ in connection with the purchase of the Acquired Business, on terms
provided by Purchaser; provided that (i) such offers (other than sales
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personnel and consultants not currently based in the City of San Francisco)
shall be made for positions located in the City of San Francisco, (ii) each
such offeree would be offered a similar position in a similar role as such
offerees enjoyed with Seller and (iii) the base salary compensation (this
excludes benefits, vacation, sick time, personal time, bonuses, commissions
and any other remuneration outside of base salary compensation) for each
offeree shall be substantially similar to his or her existing base salary
compensation with the Seller and provided further that each such offer
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shall be contingent on completion of the Closing and on the offeree's
compliance with the standard hiring practices of Purchaser."
2. It is understood and agreed by the parties that the amendment
described in paragraph 1 above shall be effective as of March 19, 2003.
3. Any capitalized term utilized but not defined herein shall have the
meaning ascribed to such term as set forth in the Original Agreement.
4. Except as specifically set forth in this Agreement, the Original
Agreement shall remain in full fore and effect.
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first written
above.
PRIMAVERA SOFTWARE, INC.
By: /s/ Xxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President of Finance & CFO
PRIMAVERA SYSTEMS, INC.
By: /s/ Xxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President of Finance & CFO
EVOLVE SOFTWARE, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name Xxxxx Xxxxxx
Title: President
SIGNATURE PAGE TO
AMENDMENT #1 TO THE ASSET PURCHASE AGREEMENT
