SC TO-I

As filed with the Securities and Exchange Commission on July 8, 2005

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

AGILE SOFTWARE CORPORATION

(Name of Subject Company (Issuer))

AGILE SOFTWARE CORPORATION

(Name of Filing Person (Offeror))

Options To Purchase Common Stock

Par Value $0.001 Per Share with An Exercise

Price of $6.76 Per Share or Greater

(Title of Class of Securities)

00846X105

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Kenneth M. Siegel

Senior Vice President and General Counsel

Agile Software Corporation

6373 San Ignacio Avenue

San Jose, California 95119

Telephone: (408) 284-4000

(Name, Address and Telephone Number of Persons Authorized to

Receive Notices and Communications on Behalf of Person(s) Filing Statement)

Copy to:

Sally J. Rau, Esq.

Michael T. Frank, Esq.

DLA Piper Rudnick Gray Cary US LLP

2000 University Avenue

East Palo Alto, CA 94303

Telephone: (650) 833-2000

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee
$138,414,786	$16,292

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase an aggregate of 13,939,052 shares of common stock of Agile Software Corporation having a weighted average exercise price of $9.93 will be exchanged pursuant to this offer. The filing fee equals $117.70 per $1,000,000 in transaction value.

¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None

Form or Registration No.: Not applicable

Filing Party: Not applicable

Date Filed: Not applicable

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    ¨

INTRODUCTION STATEMENT

This Tender Offer Statement on Schedule TO (“Schedule TO”) relates to our offer to exchange (“Exchange Offer”) certain options to purchase shares of our common stock, par value $0.001 per share, with a per share exercise price of $6.76 or greater held by our current officers and employees, for options to purchase shares of our common stock, par value $0.001 per share, with an exercise price of $0.001 per share upon the terms and subject to the conditions in the Exchange Offer dated July 11, 2005 attached hereto as Exhibit (a)(1)(A) (the “Exchange Offer”) and the related Letter of Transmittal attached hereto as Exhibit (a)(1)(B) (the “Letter of Transmittal”).

The information in the Exchange Offer and the Letter of Transmittal is incorporated herein by reference in answer to all applicable items in this Schedule TO, including as specifically set forth below.

Unless the context requires otherwise, references in this Schedule TO to “Agile,” “we,” “us,” “our,” and “ours” mean Agile Software Corporation and its subsidiaries.

ITEM 1. Summary Term Sheet.

The information set forth under “Summary Term Sheet” in the Exchange Offer is incorporated herein by reference.

ITEM 2. Subject Company Information.

(a) Name and Address.

The name of the issuer is Agile Software Corporation, a Delaware corporation. Agile’s principal executive office is located at 6373 San Ignacio Avenue, San Jose, California 95119 and its telephone number is (408) 284-4000. The information set forth in the Exchange Offer under Section 9 (“Information About Agile Software Corporation”) is incorporated herein by reference.

(b) Securities.

This Schedule TO relates to an offer by Agile to exchange certain options (the “Eligible Options”) outstanding under our 1995 Stock Option Plan, as amended (the “1995 Plan”) and our 2000 Nonstatutory Stock Option Plan (the “2000 Plan”) and together with the 1995 Plan (the “Plans”), to purchase shares of Agile’s common stock, par value $0.001 per share (the “Common Stock”). All exchanges shall be upon the terms and subject to the conditions described in the Exchange Offer and the related Letter of Transmittal. We sometimes refer to all outstanding options eligible to be included in this Exchange Offer as “Covered Options.” The number of shares subject to options to be awarded in this Exchange Offer equals one (1) share for every three (3) Covered Options tendered for exchange and accepted for cancellation. The information set forth in the Exchange Offer under “Summary Term Sheet,” Section 1 (“Number of New Options”), Section 5 (“Acceptance of Options for Exchange and Issuance of New Stock Option Agreements”) and Section 8 (“Source and Amount of Consideration; Terms of New Options”) is incorporated herein by reference.

(c) Trading Market and Price.

The information set forth in the Exchange Offer under Section 7 (“Price Range of Common Stock”) is incorporated herein by reference.

ITEM 3. Identity and Background of Filing Person.

(a) Name and Address.

The filing person and subject company are the same, Agile Software Corporation. The information set forth under Item 2(a) above is incorporated herein by reference.

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ITEM 4. Terms of the Transaction.

(a) Material Terms.

The information set forth in the Exchange Offer under “Summary Term Sheet,” Section 1 (“Number of New Options”), Section 3 (“Procedures for Tendering Eligible Options”), Section 4 (“Withdrawal Rights”), Section 5 (“Acceptance of Options for Exchange and Issuance of New Stock Option Agreements”), Section 6 (“Conditions of the Exchange Offer”), Section 8 (“Source and Amount of Consideration; Terms of New Options”), Section 11 (“Accounting Consequences of the Exchange Offer”), Section 12 (“Legal Matters; Regulatory Approvals”), Section 13 (“Material U.S. Federal Income Tax Consequences”), Section 14 (“Material International Tax Consequences”), Section 15 (“Extension of Offer; Termination; Amendment”) and Schedules B-L is incorporated herein by reference. Officers of Agile may participate in this Exchange Offer if they are otherwise eligible. Any Covered Options tendered by officers that are accepted for cancellation will be accepted on the same terms and conditions as applicable to all other United States persons participating in this Exchange Offer. Non-employee directors of Agile may not participate in the Exchange Offer.

(b) Purchases.

Not applicable.

ITEM 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) Agreements Involving the Subject Company’s Securities.

The information set forth in the Exchange Offer under Section 10 (“Interests of Directors and Officers”) is incorporated herein by reference.

ITEM 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes.

The information set forth in the Exchange Offer under Section 2 (“Purpose of the Exchange Offer”) is incorporated herein by reference.

(b) Use of Securities Acquired.

The information set forth in the Exchange Offer under Section 5 (“Acceptance of Options for Exchange and Issuance of New Options”) and Section 8 (“Source and Amount of Consideration; Terms of New Options”) is incorporated herein by reference.

(c) Plans.

None.

ITEM 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds.

The information set forth in the Exchange Offer under Section 8 (“Source and Amount of Consideration; Terms of New Options”) and Section 16 (“Fees and Expenses”) is incorporated herein by reference.

(b) Conditions.

The information set forth in the Exchange Offer under Section 6 (“Conditions of the Exchange Offer”) is incorporated herein by reference.

(d) Borrowed Funds.

Not applicable.

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ITEM 8. Interests in Securities of the Subject Company.

(a) Securities Ownership.

The information set forth in the Exchange Offer under Section 9 (“Information About Agile Software Corporation”) is incorporated herein by reference.

(b) Securities Transactions.

The information set forth in the Exchange Offer under Section 10 (“Interests of Directors and Officers”) is incorporated herein by reference.

ITEM 9. Person/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations.

Not applicable.

ITEM 10. Financial Statements.

(a) Financial Information.

The information set forth on pages 2 through 33 of our Form 10-K/A for the fiscal year ended April 30, 2004 and on pages 3 through 17 of our Quarterly Report for the nine months ended January 31, 2005 is incorporated herein by reference.

The book value per share of common stock as of January 31, 2005 was $4.95.

(b) Pro Forma Information.

Not applicable.

(c) Summary Information.

The information set forth in the Exchange Offer under Section 9 (“Information About Agile Software Corporation”) is incorporated herein by reference.

ITEM 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

The information set forth in the Exchange Offer under Section 10 (“Interests of Directors and Officers”) and Section 12 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(b) Other Material Information.

Not applicable.

ITEM 12. Exhibits.

(a)(1)(A)	Exchange Offer dated July 11, 2005.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Form of E-mail Message From CEO to All Option Holders
(a)(1)(D)	Form of E-mail Message to Eligible Option Holders.
(a)(1)(E)	Form of Report on Results of Exchange Offer.
(a)(1)(F)	Form of Notice of Withdrawal.

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(a)(1)(G)	Form of Presentation Material to be used in connection with optionee presentations explaining the option exchange.
(a)(1)(H)	Agile Software Corporation Annual Report on Form 10-K for the fiscal year ended April 30, 2004, filed with the Securities and Exchange Commission on July 14, 2004 and amended by Form 10-K/A filed with the Securities and Exchange Commission on June 17, 2995, both of which are incorporated herein by reference.
(a)(1)(I)	Agile Software Corporation Quarterly Report on Form 10-Q for the nine months ended January 31, 2005, filed with the Securities and Exchange Commission on March 14, 2005 and incorporated herein by reference.
(a)(1)(J)	Agile Software Corporation Proxy Statement for our 2004 annual meeting of stockholders, filed with the SEC on August 13, 2004 and incorporated herein by reference.
(b)	Not applicable.
(d)(1)	Agile Software Corporation 1995 Stock Option Plan, as amended. Filed with the Securities and Exchange Commission on Registration Statement filed on Form S-1, Registration No. 333-81387.
(d)(2)	Agile Software Corporation 2000 Nonstatutory Stock Option Plan, as amended. Filed with the Securities and Exchange Commission on Registration Statement filed on Form S-8, Registration No. 333-35416.
(d)(3)	Form of New Option Agreement (United States)
(d)(4)	Form of New Option Agreement (International)
(g)	Not applicable.
(h)	Not applicable.

ITEM 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

Dated: July 8, 2005	AGILE SOFTWARE CORPORATION
	By:	/s/    BRYAN D. STOLLE
	Name:	Bryan D. Stolle
	Title:	Chairman of the Board and Chief Executive Officer

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EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

AGILE SOFTWARE CORPORATION

EXCHANGE OFFER

STOCK OPTIONS WITH AN EXERCISE PRICE

OF $6.76 OR GREATER FOR

NEW STOCK OPTIONS

The exchange offer and withdrawal rights expire at

midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005, unless

the exchange offer is extended.

Agile Software Corporation is offering to exchange “eligible options” held by “eligible employees” for new stock options.

• “Eligible options” include all outstanding stock options with an exercise price of $6.76 or greater;

• “Eligible employees” include each person who:

• holds eligible options;

• is an employee of Agile or one of its subsidiaries on the date this exchange offer is made;

• continues to be an employee of Agile or one of its subsidiaries, and has neither submitted nor received a notice of termination, on the date this exchange offer expires; and

• is neither employed in Belgium or Canada, nor a U.S. taxpayer resident in China.

The commencement date of this exchange offer is July 11, 2005. We are making this exchange offer upon the terms and subject to the conditions described in this exchange offer and in the related letter of transmittal. We have filed a form of the Letter of Transmittal as Exhibit (a)(1)(B) to the Tender Offer Statement on Schedule TO that we filed with the Securities and Exchange Commission on July 8, 2005, and have included a copy with this exchange offer. You are not required to accept this exchange offer. If you choose to tender an eligible option grant for exchange, you must tender the entire eligible option grant but need not tender other eligible option grants.

Shares of our common stock are quoted on the Nasdaq National Market under the symbol “AGIL.” On June 30, 2005, the last reported price of our common stock on the Nasdaq National Market was $6.30 per share. We recommend that you obtain current market quotations for our common stock before deciding whether to elect to participate in the exchange offer.

You should direct questions about this exchange offer or requests for additional copies of this exchange offer or the letter of transmittal to Stock Administration at optionexchange@agile.com (telephone: (408) 284-4011).

IMPORTANT

If you wish to tender your eligible options for exchange, you must complete and sign the letter of transmittal and return it to Agile before 12:00 midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005 (or such later date as may apply if this exchange offer is extended) by one of the following means:

Via Mail or Courier

Agile Software Corporation

6373 San Ignacio Avenue

San Jose, California 95119

Attn: Stock Administration

Via Facsimile

Agile Stock Administration, Fax No. (408) 284-3620

Via Electronic Delivery

Scan the completed and signed letter of transmittal and e-mail it to optionexchange@agile.com.

You do not need to return your stock option agreements for your eligible options to effectively elect to participate in this exchange offer.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your eligible options in this exchange offer. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to give you any information or to make any representation in connection with this exchange offer other than the information and representations contained in this exchange offer or in the related letter of transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

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TABLE OF CONTENTS

SUMMARY TERM SHEET		4
THE EXCHANGE OFFER		11
1.	NUMBER OF NEW OPTIONS	11
2.	PURPOSE OF THE EXCHANGE OFFER.	11
3.	PROCEDURES FOR TENDERING ELIGIBLE OPTIONS.	11
4.	WITHDRAWAL RIGHTS.	13
5.	ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW STOCK OPTION AGREEMENTS.	13
6.	CONDITIONS OF THE EXCHANGE OFFER.	14
7.	PRICE RANGE OF COMMON STOCK.	16
8.	SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS.	16
9.	INFORMATION ABOUT AGILE SOFTWARE CORPORATION.	18
10.	INTERESTS OF DIRECTORS AND OFFICERS.	20
11.	ACCOUNTING CONSEQUENCES OF THE EXCHANGE OFFER.	20
12.	LEGAL MATTERS; REGULATORY APPROVALS.	20
13.	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.	21
14.	MATERIAL INTERNATIONAL TAX CONSEQUENCES.	21
15.	EXTENSION OF EXCHANGE OFFER; TERMINATION; AMENDMENT.	21
16.	FEES AND EXPENSES.	22
17.	ADDITIONAL INFORMATION.	22
18.	FORWARD-LOOKING STATEMENTS; MISCELLANEOUS.	23

SCHEDULE A	INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF AGILE SOFTWARE CORPORATION	A-1
SCHEDULE B	Stock Option Exchange Program: A Guide to Tax Issues in Austria	B-1
SCHEDULE C	Stock Option Exchange Program: A Guide to Tax Issues in China	C-1
SCHEDULE D	Stock Option Exchange Program: A Guide to Tax Issues in France	D-1
SCHEDULE E	Stock Option Exchange Program: A Guide to Tax Issues in Germany	E-1
SCHEDULE F	Stock Option Exchange Program: A Guide to Tax Issues in India	F-1
SCHEDULE G	Stock Option Exchange Program: A Guide to Tax Issues in Italy	G-1
SCHEDULE H	Stock Option Exchange Program: A Guide to Tax Issues in Japan	H-1
SCHEDULE I	Stock Option Exchange Program: A Guide to Tax Issues in Switzerland	I-1
SCHEDULE J	Stock Option Exchange Program: A Guide to Tax Issues in Taiwan	J-1
SCHEDULE K	Stock Option Exchange Program: A Guide to Tax Issues in United Kingdom	K-1
SCHEDULE L	Stock Option Exchange Program: A Guide to Tax Issues in United States	L-1

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SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about this exchange offer. We encourage you to carefully read the remainder of this exchange offer and the accompanying letter of transmittal because the information in this summary is not complete and may not contain all of the information that is important to you. Where appropriate, we have included references to the relevant sections of this exchange offer where you can find a more complete description of the topics in this summary.

QUESTION 1. WHY ARE WE MAKING THIS EXCHANGE OFFER?

We recognize that our employee stock options, approximately 80% of which are “underwater” (the exercise price is higher than the market value of the shares) are not serving their retention and compensatory purposes. This exchange offer is intended to improve our ability to retain our employees, and to reduce the “overhang” of options outstanding in relation to our overall stock outstanding. We believe that both of these objectives are well served by this exchange offer. As it relates to employee retention, we believe that the currently outstanding—often deeply underwater—options are not providing the ownership interest and financial opportunity that we believe is important to retaining you, our employees. The exchange offer has also been structured to reduce the option “overhang,” which is a benefit to Agile and its stockholders. See Section 2, “Purpose of this Exchange Offer.”

QUESTION 2. WHAT IS THE EXCHANGE OFFER?

We are giving eligible employees the opportunity to exchange “underwater” stock options for new options priced at $0.001 per share. While the economic benefit of the exchange is intended to be as equivalent as possible regardless of where an employee resides, the structure of the new options is different for U.S. employees and non-U.S. employees in order to avoid unintended income tax implications for our employees in the different jurisdictions. U.S. employees who participate in the exchange offer will receive new options that are immediately exercisable for restricted stock which is subject to vesting. Non-U.S. employees will receive options that become exercisable as they vest. The vesting—and hence the opportunity to sell the underlying shares and realize a benefit—under both the restricted stock and the non-U.S. options is identical. The following illustrates the exchange offer as it relates to both U.S. and non-U.S. employees:

* For options held by employees outside of the U.S., “vesting” refers to the date on which the options are first exercisable. For restricted stock, “vesting” means the date on which the company’s right to reacquire the shares lapses.

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QUESTION 3. WHAT SECURITIES ARE WE OFFERING TO EXCHANGE, AND WHO CAN PARTICIPATE IN THE EXCHANGE OFFER?

We are offering to exchange all outstanding eligible options, whether or not currently vested, held by eligible employees. You can only participate in this exchange if you:

• hold options with an exercise price of $6.76 or greater;

• are employed by Agile or one of our subsidiaries the date this exchange offer is made;

• continue to be employed by Agile or one of our subsidiaries, and have neither submitted nor received a notice of termination, on the date this exchange offer expires; and

• are not employed in Canada or Belgium, nor a U.S. taxpayer resident in China.

QUESTION 4. HOW MANY NEW OPTION SHARES WILL I RECEIVE IN EXCHANGE FOR THE ELIGIBLE OPTIONS I TENDER?

You will receive one (1) new option share (a right to acquire one (1) share of stock) for each three (3) option shares tendered and accepted by us. If you were granted options on more than one occasion, and more than one option grant is tendered, a single new option grant that takes into account, on a grant-by-grant basis, all of the eligible options tendered will be issued. In all cases, the number of shares subject to the new option will be rounded up to the nearest whole share.

For example:

• Employee A holds one eligible option grant to purchase 1,000 shares, and tenders that option grant for exchange. Employee A would receive a new option to purchase 334 shares (1,000/3 = 333.33 shares, which rounds up to 334).

• Employee B holds three eligible option grants to purchase 500 shares, 600 shares and 800 shares, respectively, and tenders all three option grants for exchange. Employee B would receive a new option to purchase 634 shares (500/3 + 600/3 + 800/3 = 633.34, which rounds up to 634).

See Section 5, “Acceptance of Options for Exchange and Cancellation and Issuance of New Options.”

QUESTION 5. WHAT ARE THE GENERAL TERMS OF THE NEW OPTIONS?

• Exercise Price. New options will have an exercise price of $0.001 per share.

• Exercisability and Term of Option—U.S. Employees. New options granted to U.S. employees (including U.S. taxpayers employed in India) will be immediately exercisable for restricted stock and will only be exercisable until November 30, 2005. If U.S. employees leave their employment with Agile or any of its subsidiaries for any reason while restricted shares remain unvested, the unvested shares of restricted stock will be forfeited to Agile.

• Exercisability and Term of Option—Non-U.S. Employees. New options granted to non-U.S. employees will become exercisable as they vest, will be exercisable only for vested shares, and will remain exercisable for six years, subject to earlier termination upon any termination of your Agile employment.

See Section 8, “Source and Amount of Consideration; Terms of New Options,” Section 13, “Material U.S. Federal Income Tax Consequences.”

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QUESTION 6. WHEN WILL THE NEW OPTIONS VEST?

The vesting schedule will generally be the same for U.S. employees and non-U.S. employees. However, because of the different tax rules, vesting will operate differently in the United States and other countries. For U.S. employees (including U.S. taxpayers employed in India), “vesting” refers to the lapse of Agile’s right to reacquire shares of restricted stock purchased upon the exercise of new options. For non-U.S. employees, “vesting” refers to the date on which a new option becomes exercisable.

Vesting under the new options will occur as follows:

Option Shares	Vesting Date
1/3 of the new option shares	December 1, 2005
1/3 of the new option shares	September 1, 2006
1/3 of the new option shares	June 1, 2007

Note that the overall vesting under the new options may be longer than the vesting under the existing options surrendered in the exchange.

QUESTION 7. WHAT HAPPENS IF MY EMPLOYMENT TERMINATES BEFORE THE END OF THE EXCHANGE OFFER (CURRENTLY SCHEDULED FOR AUGUST 19, 2005)?

If you have tendered options under this exchange offer and your employment with us or one of our subsidiaries, as the case may be, terminates for any reason, or if you receive or submit a notice of termination before the exchange offer expires, your tender will be automatically deemed withdrawn, and you may exercise your existing options for a limited time to the extent they are vested and in accordance with their terms.

If you are currently considered an “at-will” employee, this exchange offer does not change that status, and your employment may be terminated by us or by you at any time, including before the exchange offer expires, for any reason, with or without cause.

QUESTION 8. WHAT HAPPENS IF MY EMPLOYMENT TERMINATES BEFORE ALL OF MY NEW STOCK OPTIONS (OR SHARES OF RESTRICTED STOCK PURCHASED BY EXERCISING NEW OPTIONS) VEST?

For U.S. employees (including U.S. taxpayers employed in India), if your employment is terminated or you quit before all of your restricted stock vest(s), you will forfeit all shares to the extent that they remain unvested on your final day of employment. You will receive no consideration for such forfeited shares. You will own and be able to keep all vested shares of common stock that you received prior to your last day of employment with us.

For non-U.S. employees, you will generally have a limited period after the date of your final day of employment with us to exercise your stock options to the extent that they are vested as of your final date of employment. If you do not exercise them within that period, you will forfeit all unexercised options, whether vested or unvested, and will not receive any compensation for such forfeited options.

QUESTION 9. DO I HAVE TO EXCHANGE ALL OF MY ELIGIBLE OPTIONS, OR MAY I DECIDE TO EXCHANGE ONLY A PORTION OF MY ELIGIBLE OPTIONS?

You do not have to exchange any of your eligible options in this exchange offer. If you choose to exchange eligible options represented by a particular stock option grant, you must exchange all eligible options represented by that particular grant but need not exchange other eligible options represented by different grants. If you attempt to exchange some but not all outstanding options represented by a particular grant, we will reject your tender of that particular grant. Such rejection will not affect any other eligible options that are properly tendered.

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QUESTION 10. MAY I EXCHANGE UNVESTED OPTIONS?

Yes. You may exchange all eligible options, whether or not they are vested. See question 6 above for a discussion of vesting under the new options.

QUESTION 11. MAY I EXCHANGE OPTIONS THAT I HAVE ALREADY EXERCISED?

No. This exchange offer only pertains to options and does not apply in any way to shares purchased upon the exercise of options or pursuant to our Employee Stock Purchase Plan. If you have exercised an eligible option in its entirety, that option is no longer outstanding and is therefore not eligible for this exchange offer. If you have exercised an eligible option in part, the remaining outstanding (unexercised) portion of the option is eligible for this exchange offer.

QUESTION 12. DO I HAVE TO PAY ANY MONEY IN CONNECTION WITH THIS EXCHANGE OFFER?

You will not be required to pay any money, but must surrender for cancellation your eligible options, in order to participate in the exchange offer. If you participate in the exchange offer you will be granted a new option. You will be required to pay the exercise price of $0.001 per share to exercise your new options and purchase shares of common stock (restricted shares for U.S. employees). As more fully described in response to Question 16, you will generally be required to pay applicable taxes in connection with the new options (a) for non-U.S. employees at the time the new option is exercised and (b) for U.S. employees, at the time the underlying restricted stock vests.

QUESTION 13. WHEN WILL I RECEIVE MY NEW STOCK OPTION AGREEMENT?

We expect to issue new stock option agreements promptly following the date that tendered options are accepted for exchange. The scheduled expiration date of this exchange offer is Friday, August 19, 2005, and we expect to accept all tendered options promptly thereafter, unless we extend this exchange offer.

QUESTION 14. WHEN WILL THE NEW STOCK OPTIONS EXPIRE?

New stock options granted to U.S. employees (including U.S. taxpayers employed in India) will expire if not exercised by November 30, 2005.

New stock options granted to non-U.S. employees will expire 6 years from the date of grant, but will expire earlier if your Agile employment terminates. See also the answer to Question 5.

QUESTION 15. WHAT IS THE SOURCE OF THE COMMON STOCK THAT WILL BE ISSUED UPON EXERCISE OF NEW STOCK OPTIONS?

In all cases, the shares subject to new stock options will be issued from the share pools authorized under our 1995 plan and our 2000 plan. See Section 8, “Source and Amount of Consideration; Terms of New Options.” All eligible options tendered to, and accepted by, us that were originally granted under the 1995 plan or 2000 plan will be cancelled, thereby providing additional stock for future grants or awards under the plans. See Section 11, “Status of Options Acquired by Us in the Exchange Offer; Accounting Consequences of the Exchange Offer.”

QUESTION 16. WILL I HAVE TO PAY TAXES IF I EXCHANGE MY ELIGIBLE OPTIONS IN THE EXCHANGE OFFER?

We do not believe that you will incur immediate tax consequences when you exchange your options. You will generally be required to pay applicable taxes in connection with the new options as follows:

(a) U.S. employees (including U.S. taxpayers in India) will recognize taxable income at the time the restricted stock vests on the spread between the purchase price you paid for the restricted stock ($0.001/share)

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and the fair market value of the restricted stock on the vesting date, and we will have an obligation to withhold income and payroll taxes, much like the obligation that arises when we pay you a salary or a bonus.

(b) Non-U.S. employees will recognize taxable income at the time the new option is exercised. In some jurisdictions, we will have an obligation to withhold income and payroll taxes, much like the obligation that arises when we pay you a salary or a bonus.

See Question 17 for a discussion of tax withholding and Section 13, “Material U.S. Federal Income Tax Consequences,” Section 14, “Material International Tax Consequences” and Schedules B-L for additional detail.

QUESTION 17. HOW WILL INCOME AND PAYROLL TAXES BE HANDLED?

For U.S. employees, each time restricted stock purchased on exercise of a new option vests, we will withhold sufficient shares to cover the withholding obligation, based on the market value of our common stock at the time of vesting.

For Non-U.S. employees, you will be required to pay taxes due at the time of exercise.

See Schedules B-L for additional detail.

QUESTION 18. IF I TENDER ELIGIBLE OPTIONS IN THE EXCHANGE OFFER, WILL I BE ELIGIBLE TO RECEIVE OTHER EQUITY INCENTIVES?

We intend to continue to review our equity-based incentive programs from time to time. As a result of this review, we may decide to grant you additional equity incentives. Participation or non-participation in the exchange offer will not affect your eligibility for future equity or other incentives. See Section 11, “Status of Options Acquired by Us in the Exchange Offer; Accounting Consequences of the Exchange Offer.”

QUESTION 19. WHAT HAPPENS TO MY NEW OPTIONS IF AGILE IS ACQUIRED?

The option plans generally provide that the vesting of options and restricted stock accelerates 100% in the event of a change of control where the plans are not assumed by the acquiring company. Where the plans are assumed, the options become exercisable for, and restricted stock converts into, the same security and on the same exchange ratio as applies to Agile’s common stock in the acquisition. The plans further generally provide that if there is a change of control and the options are assumed and within 18 months following the change of control an optionee’s employment is terminated without cause, then the terminated employee will receive an additional 18 months’ vesting under the options or restricted stock.

The terms of the exchange offer (other than the expiration date which may be extended) and the terms of the new options that will be issued would not change if we acquire another entity.

QUESTION 20. WHEN DOES THIS EXCHANGE OFFER EXPIRE? CAN THIS EXCHANGE OFFER BE EXTENDED, AND IF SO, HOW WILL I KNOW IF IT IS EXTENDED?

This exchange offer expires at 12:00 midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005. No exceptions will be made to this deadline, unless we extend it. Although we do not currently intend to do so, we may, in our sole discretion, extend the expiration date of this exchange offer at any time. If we extend this exchange offer, we will publicly announce the extension no later than 9:00 a.m., U.S. Pacific (San Jose) Time, on the next business day after the last previously scheduled or announced expiration date. See Section 14, “Extension of Exchange Offer; Termination; Amendment.”

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QUESTION 21. HOW DO I TENDER MY ELIGIBLE OPTIONS?

If you wish to tender your eligible options for exchange, you must complete and sign the letter of transmittal and return it to Agile before 12:00 midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005 (unless such later date as may apply if this exchange offer is extended) by one of the following means:

Via Mail or Courier

Agile Software Corporation

6373 San Ignacio Avenue

San Jose, California 95119

Attn: Stock Administration

Via Facsimile

Agile Stock Administration, Fax No. (408) 284-3620

Via Electronic Delivery

Scan the completed and signed letter of transmittal and e-mailing it to optionexchange@agile.com.

You do not need to return your stock option agreements for your eligible options to effectively elect to participate in this exchange offer.

Your election will be effective only upon receipt of your letter of transmittal by Stock Administration. You should review this exchange offer and the letter of transmittal carefully before making your election.

We reserve the right to reject any or all tenders of options that we determine are not in appropriate form or that we determine would be unlawful to accept. See Section 3, “Procedures for Tendering Options.” Subject to our rights to extend, terminate and amend this exchange offer, we currently expect that we will accept all properly tendered options promptly after the scheduled expiration date, which is currently Friday, August 19, 2005.

QUESTION 22. DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED OPTIONS?

You may withdraw your tendered options at any time before the exchange offer expires at 12:00 midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005. If we extend the exchange offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of the exchange offer. If we have not accepted your tendered options by September 2, 2005, you will also have the right to withdraw your tendered options after that date and until we accept your tendered options. To withdraw tendered options, you must deliver to us a written notice of withdrawal with the required information while you still have the right to withdraw the tendered options. The notice of withdrawal may be delivered by any of the means indicated for a valid tender as indicated in question 21 above.

Once you have withdrawn options, you may re-tender options only by again following the delivery procedures described in this exchange offer. See Section 4, “Withdrawal Rights.”

QUESTION 23. DO I HAVE TO RETURN A LETTER OF TRANSMITTAL OR ANY OTHER DOCUMENT IF I DO NOT WANT TO EXCHANGE MY OPTIONS?

No. You do not have to return any documents to us if you do not wish to exchange your eligible options in this exchange offer.

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QUESTION 24. WHAT HAPPENS TO MY OPTIONS IF I DO NOT ACCEPT THIS EXCHANGE OFFER OR IF MY OPTIONS ARE NOT ACCEPTED FOR EXCHANGE?

If you do not accept this exchange offer, or if we do not accept all tendered options, you will keep all of your current options, and you will not receive any new stock options as part of the exchange offer. No changes will be made to your current options.

QUESTION 25. DOES OUR BOARD OF DIRECTORS HAVE A RECOMMENDATION ABOUT THIS EXCHANGE OFFER?

Our Board of Directors is not making a recommendation about this offer. Although the compensation committee of our board of directors and our board of directors have approved this exchange offer, they recognize that the decision to accept it is an individual one that should be based on a variety of factors. As a result, you should consult with your personal advisors if you have questions about your financial or tax situation. Neither we, the compensation committee nor our board of directors is making a formal recommendation to employees as to whether or not to accept this exchange offer.

QUESTION 26. IS THERE ANY INFORMATION REGARDING AGILE THAT I SHOULD BE AWARE OF?

Yes. Your decision of whether to accept or reject this exchange offer should take into account the factors described in this exchange offer as well as the various risks and uncertainties inherent in our business. These risks include, but are not limited to, those risks set forth in our Annual Report on Form 10-K for the fiscal year ended April 30, 2004 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2005. In addition, before making your decision to tender your eligible options, you should carefully review the information about Agile discussed in Section 9 of this exchange offer. This information includes an update on recent events affecting our business and explains where you can find additional information about us.

QUESTION 27. WHAT ARE THE ACCOUNTING CONSEQUENCES TO US OF MAKING THIS EXCHANGE OFFER?

We are currently estimating that we will take a net non-cash compensation charge for this exchange of up to $5 million (assuming all eligible options are exchanged). Any accounting charges will be recognized over the vesting period of the restricted shares and the vesting period of any remaining new stock options. However, the calculation of the actual non-cash compensation charge to be recorded and the timing of the recognition of the charge are dependent upon the number of options tendered for exchange. See Section 11, “Accounting Consequences of the Exchange Offer.”

QUESTION 28. WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THIS EXCHANGE OFFER?

For additional information or assistance, you should contact: Stock Administration at optionexchange@agile.com (telephone: (408) 284-4011).

In addition to these resources, we also plan to arrange for question and answer sessions about this exchange offer. These sessions will not be a solicitation or make any recommendations whatsoever with respect to this exchange offer. For example, we will not be able to answer questions about your personal situation or otherwise provide an assessment of the merits of this exchange offer. You should consult your personal advisors if you have questions about your financial or tax situation. We will be providing you information about the timing and location of the question and answer sessions in the coming days.

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THE EXCHANGE OFFER

1. NUMBER OF NEW OPTIONS

Agile Software Corporation is offering to exchange “eligible options” held by “eligible employees” for new stock options, subject to the terms and conditions described in this exchange offer and the related letter of transmittal, as each may be amended from time to time.

• “Eligible options” include all outstanding stock options with an exercise price of $6.76 or greater;

• “Eligible employees” include each person who:

• holds eligible options;

• is an employee of Agile or one of its subsidiaries on the date this exchange offer is made;

• continues to be an employee of Agile or one of its subsidiaries, and has neither submitted nor received a notice of termination, on the date this exchange offer expires; and

• is neither employed in Belgium or Canada, nor a U.S. taxpayer resident in China.

In exchange for your eligible options, we will grant you a new option to buy one (1) share for each three (3) option shares tendered and accepted by us. If more than one option grant is tendered, a single new option grant that takes into account, on an option-by-option basis the old options tendered, will be issued. In all cases, the number of shares subject to the new option will be rounded up to the nearest whole share.

If you choose to exchange eligible options represented by a particular stock option grant, you must exchange all eligible options represented by that particular grant but need not exchange other eligible options represented by different grants. If you attempt to exchange some but not all outstanding options represented by a particular grant, we will reject your tender of that particular grant. Such rejection will not affect any other eligible options that are properly tendered.

2. PURPOSE OF THE EXCHANGE OFFER.

We are making this exchange offer for compensatory purposes and to further advance our corporate goals of retaining, motivating and providing incentives to our employees. We are also seeking to reduce the “overhang” of stock options. Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our common stock. By making this exchange offer, we intend to maximize stockholder value by creating better performance incentives for, and thus increasing retention of, our employees. The exchange offer has also been structured to reduce the option “overhang,” which is a benefit to Agile and its stockholders.

Although the compensation committee of our board of directors and our board of directors have approved this exchange offer, we recognize that the decision to accept it is an individual one that should be based on a variety of factors. You should consult with your personal advisors if you have questions about your financial or tax situation. Neither we, the compensation committee nor our board of directors is making a formal recommendation to employees as to whether or not to accept this exchange offer.

3. PROCEDURES FOR TENDERING ELIGIBLE OPTIONS.

GENERAL. Our exchange offer is subject to the terms and conditions described in this exchange offer and the letter of transmittal. We will not accept eligible options unless they are properly tendered and not validly withdrawn.

The term “expiration date” means 12:00 midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005, unless and until we, in our discretion, extend the period of time during which this exchange offer will remain open. If we materially change the terms of this exchange offer or the information about the exchange

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offer, or if we waive a material condition of this exchange offer, we will extend the exchange offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. Under these rules, the minimum period an exchange offer must remain open following material changes in the terms of the exchange offer or information about the exchange offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances. If we extend the period of time during which this exchange offer remains open, the term “expiration date” will refer to the latest time and date at which the exchange offer expires. Section 14 of this exchange offer describes our rights to extend, delay, terminate and amend this exchange offer, and this Section 3 describes our rights to accept or reject tendered options.

If we decide to take any of the following actions, we will publish a notice of the action:

• increase or decrease what we will give you in exchange for your eligible options, or

• increase or decrease the number or type of options eligible to be exchanged in this exchange offer.

If the exchange offer is scheduled to expire within 10 business days from the date we notify you of such an increase or decrease, we will extend this exchange offer for a period of at least 10 business days after the date the notice is published.

For purposes of this exchange offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and a “trading day” means any business day on which a closing sale price of our common stock is reported on the Nasdaq National Market.

MAKING YOUR ELECTION. If you wish to tender your eligible options for exchange, you must complete and sign the letter of transmittal and return it to Agile before 12:00 midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005 (unless such later date as may apply if this exchange offer is extended) by one of the following means:

Via Mail or Courier

Agile Software Corporation

6373 San Ignacio Avenue

San Jose, California 95119

Attn: Stock Administration

Via Facsimile

Agile Stock Administration, Fax No. (408) 284-3620;

Via Electronic Delivery

Scan the completed and signed letter of transmittal and e-mail it to optionexchange@agile.com.

You do not need to return your stock option agreements for your eligible options to effectively elect to participate in this exchange offer.

DETERMINATION OF VALIDITY; REJECTION OF OPTIONS; WAIVER OF DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS. We will determine, in our discretion, all questions as to the number of shares subject to eligible options and the validity, form, eligibility (including time of receipt) and acceptance of any tender of options. Our determination of these matters will be final and binding on all parties. We may reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. We may waive any defect or irregularity in any tender with respect to any particular options or any particular option holder. No eligible options will be accepted for exchange until the option holder exchanging the eligible options has cured all defects or irregularities to our satisfaction, or they have been waived by us, prior to the expiration date. Neither we nor any other person is obligated to give notice of any defects or irregularities involved in the exchange of any options, and no one will be liable for failing to give notice of any defects or irregularities.

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OUR ACCEPTANCE CONSTITUTES AN AGREEMENT. If you properly elect to exchange your eligible options according to the procedures described above, you will have accepted the terms and conditions of this exchange offer. Our acceptance of eligible options that are properly tendered will form a binding agreement between us and you on the terms and subject to the conditions of this exchange offer. Subject to our rights to extend, terminate and amend this exchange offer, we currently expect that we will accept promptly after the expiration of this exchange offer all properly tendered eligible options for which a letter of transmittal has been properly delivered and that have not been validly withdrawn. You will be required to enter into a stock option agreement governing the terms of your new stock options.

4. WITHDRAWAL RIGHTS.

If you elect to accept this exchange offer as to some or all of your eligible options and later change your mind, you may withdraw your tendered options, and reject this offer, by following the procedure described in this Section 4. Please note that, just as you may not tender only part of an eligible option, you may also not withdraw your election with respect to only part of an eligible option. Accordingly, if you elect to withdraw previously tendered options represented by a particular grant, you must reject this exchange offer with respect to all of the eligible options represented by that particular option grant but need not reject other eligible options represented by different option grants.

You may withdraw your tendered options at any time before 12:00 midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005. If we extend this exchange offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of this exchange offer. In addition, if we have not accepted your tendered options by September 2, 2005, you will also have the right to withdraw your tendered options after that date and until your tendered options have been accepted. We currently intend to accept properly tendered options promptly after the scheduled expiration date of the exchange offer, which is currently Friday, August 19, 2005.

To validly withdraw tendered options, you must deliver to us (via the means and to the mailing address, fax number or e-mail address set forth in Section 3), the written notice of withdrawal, properly completed, while you still have the right to withdraw the tendered options. The notice of withdrawal must specify your name and the options to be withdrawn. We have filed a form of the notice of withdrawal as Exhibit (a)(1)(F) to the Tender Offer Statement on Schedule TO that we filed with the Securities and Exchange Commission on July 8, 2005. We will deliver a copy of the notice of withdrawal to all option holders that validly elect to participate in this exchange offer.

You may not rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly tendered for purposes of this exchange offer, unless you properly re-tender those options before the expiration date by following the procedures described in Section 3 of this exchange offer.

Neither we nor any other person is obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will anyone incur any liability for failing to give notice of any defects or irregularities. We will determine, in our sole discretion, all questions as to the form and validity, including time of receipt, of notices to withdrawal. Our determinations of these matters will be final and binding.

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW STOCK OPTION AGREEMENTS.

Upon the terms and subject to the conditions of this exchange offer, we currently expect to accept for exchange options properly tendered and not validly withdrawn promptly after the scheduled expiration date of the exchange offer, which is currently Friday, August 19, 2005. Once we have accepted options tendered by you, the options you tendered will be canceled and you will no longer have any rights under those options. We currently expect to issue new stock option agreements promptly after we accept tendered options. If this exchange offer is extended, then the issuance date of the new stock options will also be extended.

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Promptly after we cancel options tendered for exchange, we will send each tendering option holder a letter indicating the number of option shares that we have accepted for exchange, the date of acceptance, as well as the number of shares subject to the new stock option that will be issued to each tendering option holder. We filed a form of this letter with the Securities and Exchange Commission on July 8, 2005 as an exhibit to the Tender Offer Statement on Schedule TO.

If you have tendered options for exchange and, prior to the expiration of this exchange offer, you submit or receive a notice of termination of employment, your tender will be automatically withdrawn as to all eligible options. You will be entitled to exercise the withdrawn eligible options for a limited time to the extent they are vested and in accordance with their terms. Agile will not accept for exchange any options held by any person who, as of the expiration of the exchange offer, is no longer an employee of Agile or one of our subsidiaries or to or from whom a notice of termination has been delivered or received.

6. CONDITIONS OF THE EXCHANGE OFFER.

Notwithstanding any other provision of this exchange offer, we will not be required to accept any options tendered to us, and we may terminate or amend this exchange offer, or postpone our acceptance and cancellation of any options tendered to us, in each case, subject to Rule 13e-4(f)(5) under the Securities Exchange Act, if at any time before the expiration date any of the following events has occurred, or has been determined by us to have occurred, and, in our reasonable judgment in any such case, the occurrence of such event or events makes it inadvisable for us to proceed with this exchange offer:

(a) there shall have been threatened or instituted or be pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of this exchange offer, the issuance of new options, or otherwise relates in any manner to this exchange offer;

(b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to this exchange offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:

• make the acceptance for exchange of, or issuance of new stock options for, some or all of the tendered options illegal or otherwise restrict or prohibit consummation of this exchange offer or otherwise relates in any manner to this exchange offer;

• delay or restrict our ability, or render us unable, to accept for exchange, or issue new options for, some or all of the tendered options;

• in our reasonable judgment, could materially and adversely affect the business, condition (financial or other), income, operations or prospects of Agile or its subsidiaries or otherwise materially impair in any way the contemplated future conduct of our business or the business of any of our subsidiaries;

(c) there shall have occurred:

• any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;

• the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

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• the commencement and/or escalation of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States;

• any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that in our reasonable judgment might affect, the extension of credit by banks or other lending institutions in the United States;

• any significant change in the market price of the shares of our common stock or any change in the general political, market, economic or financial conditions in the United States or abroad that could, in our reasonable judgment, have a material adverse effect on the business, condition (financial or other), operations or prospects of Agile or its subsidiaries or on the trading in our common stock;

• any change in the general political, market, economic or financial conditions in the United States or abroad that could have a material adverse effect on our business, condition (financial or other), operations or prospects or that of our subsidiaries or that, in our reasonable judgment, makes it inadvisable to proceed with this exchange offer;

• in the case of any of the foregoing existing at the time of the commencement of this exchange offer, a material acceleration or worsening thereof;

(d) a tender or exchange offer with respect to some or all of our common stock, or a merger or acquisition proposal for us, shall have been proposed, announced or made by another person or entity or shall have been publicly disclosed, or we shall have learned that:

• any person, entity or “group,” within the meaning of Section 13(d)(3) of the Securities Exchange Act, shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares of our common stock, or any new group shall have been formed that beneficially owns more than 5% of the outstanding shares of our common stock, other than any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before the expiration date of this exchange offer;

• any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before the expiration date of this exchange offer shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares of our common stock; or

• any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of the assets or securities of us or any of our subsidiaries;

(e) there shall have occurred any change in generally accepted accounting principles which could or would require us for financial reporting purposes to record compensation expense (other than the compensation expense contemplated for the new stock options and restricted stock) against our earnings in connection with the exchange offer; or

(f) the delisting of our stock from the Nasdaq National Market.

The conditions to this exchange offer are for our benefit. We may assert them in our discretion regardless of the circumstances giving rise to them before the expiration date. We may waive them, in whole or in part, at any time and from time to time before the expiration date, in our discretion, whether or not we waive any other condition to this exchange offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. The waiver of any of these rights with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances. Any determination we make concerning the events described in this Section 6 will be final and binding upon all persons.

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7. PRICE RANGE OF COMMON STOCK.

Our common stock is quoted on the Nasdaq National Market under the symbol “AGIL.” The following table lists, for the periods indicated, the high and low closing prices per share of our common stock on the Nasdaq National Market.

	High		Low
Fiscal Year ended April 30, 2003
First Quarter	$	8.60	$	5.41
Second Quarter	$	7.47	$	5.11
Third Quarter	$	9.14	$	6.15
Fourth Quarter	$	7.60	$	5.88
Fiscal Year Ended April 30, 2004
First Quarter	$	10.55	$	6.40
Second Quarter	$	11.30	$	8.18
Third Quarter	$	12.19	$	9.21
Fourth Quarter	$	10.82	$	7.55
Fiscal Year Ending April 30, 2006
First Quarter (through June 30, 2005)	$	6.12	$	6.77

Our stock price has been, and in the future may be, highly volatile. The trading price of our common stock has fluctuated widely in the past and is expected to continue to do so in the future, as a result of a number of factors, some of which are outside our control. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market prices of many technology companies, and that have often been unrelated or disproportionate to the operating performance of these companies.

We recommend that you obtain current market quotations for our common stock before deciding whether to elect to exchange your options.

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS.

CONSIDERATION. The new stock options issued in exchange for eligible options properly tendered and accepted for exchange and cancellation by us will be issued from our 1995 plan and our 2000 plan.

As of June 30, 2005, there were 19,457,924 options issued and outstanding, of which options to purchase approximately 14 million shares of our common stock at a weighted average exercise price of $9.93 per share are eligible for exchange in this exchange offer. The options eligible for exchange in this exchange offer equal approximately 26% of the total shares of our common stock issued and outstanding as of June 30, 2005. If we receive and accept for exchange all outstanding eligible options, we will cancel approximately 14 million existing options and issue a total of approximately 4.7 million new stock options.

TERMS OF NEW STOCK OPTIONS. We will issue the new stock options under our 1995 plan and our 2000 plan, and evidence them by a stock option agreement between us and each option holder whose tendered options in this exchange offer are accepted and cancelled. The new stock option agreement will be substantially the same as the form of stock option agreement attached as Exhibit (d)(3) and Exhibit (d)(4) to the Tender Offer Statement on Schedule TO that we filed with the Securities and Exchange Commission on July 8, 2005. You must execute the new stock option agreement to be entitled to your new stock options. We currently expect to begin the process of delivering executed new stock option agreements promptly after the date that we accept tendered options, which will be promptly after the scheduled expiration date of the exchange offer, which currently is Friday, August 19, 2005. If we extend the expiration date of the exchange offer, then the issuance date of new stock options will be extended as well.

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REGISTRATION OF COMMON STOCK. All shares of common stock to be issued in connection with the new stock options have been registered under the Securities Act on Registration Statements on Forms S-8 filed by us with the SEC. Unless you are considered one of our “affiliates,” you will generally be able to sell your shares of common stock free of any transfer restrictions under applicable securities laws.

SUMMARY OF OUR 1995 PLAN AND 2000 PLAN

The 1995 Plan and 2000 plan are substantially similar and, unless otherwise noted, the description applies to each of these plans. The information in this summary is not complete and we recommend that you review each of our 1995 plan, the 2000 plan and the form of stock option agreement.

PURPOSE. The purpose of our plans is to give participants an opportunity to acquire a proprietary interest in the company as an incentive for them to remain in the service of the Company.

ADMINISTRATION. Our compensation committee administers the plans. Subject to the terms of the plan, the committee has the authority to determine the persons to whom options and other awards will be granted, subject to eligibility requirements for grants of incentive stock options, and the terms of the options and other awards granted, including:

• the number of shares subject to each award,

• when the option or other awards becomes exercisable,

• the per share exercise or purchase price,

• the duration of the option or other award,

• the time, manner and form of payment upon the exercise of an option or other award, and

• other terms and provisions governing the option or other award.

The interpretation and construction by the committee of any provision of the plans or of any award granted under those plans are final unless otherwise determined by our board of directors.

TYPES OF AWARDS. The plans permit the committee to grant a variety of equity-based awards. The only awards applicable to this exchange offer are stock options.

ELIGIBILITY. The committee is authorized under our plans to grant awards to employees, officers, directors and consultants of Agile and its subsidiaries by providing them with stock options and other awards.

NUMBER OF SHARES. As of June 30, 2005, 1,816,341 shares of common stock were available for future grants under the 1995 plan and 5,984,546 shares were available under the 2000 plan. As of that date, we had granted options to purchase an aggregate of 7,505,519 shares under the 1995 plan and 11,946,505 shares under the 2000 plan, net in each case of cancellations and previously exercised options.

SHARE RESERVE. The maximum aggregate number of shares of common stock that may be issued under the 1995 plan is 10,750,000 shares, plus an annual increase to be added on the first day of each fiscal year beginning with May 1, 2000, equal to the lesser of (i) one million shares, (ii) 5% of the outstanding shares on the last day of the preceding fiscal year, or (iii) a lesser amount determined by the Board of Directors, subject to adjustment upon changes in capitalization of the Company. The maximum aggregate number of shares of common stock that may be issued under the 2000 plan is 19,500,000 shares.

If any outstanding option or award that was originally issued under either plan expires or terminates, the shares allocable to the unexercised portion of that option or award may again be available for purposes of options and awards under the plan from which the option or award was originally issued.

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ADJUSTMENTS UPON CHANGE IN CAPITALIZATION. The plans provide that in the event of any change in capitalization, the committee will make appropriate adjustments to outstanding options or other awards. A change in capitalization could result from, among other things, a stock dividend, cash or property dividend, stock split, reverse stock split, share combination, reclassification, recapitalization, merger, consolidation, spin-off, split-up, reorganization, issuance of warrants or rights or debentures, exchange of shares, repurchase of shares, change in corporate structure or a substantially similar event.

TERMINATION AND AMENDMENT. Each plan will terminate when all shares available for issuance have been issued all restrictions have lapsed. Our board of directors will be able to at any time and from time to time amend or terminate the plan. However, to the extent necessary under applicable law, no change will be effective without the requisite approval of our stockholders. In addition, no change will alter or adversely impair any rights or obligations under any stock option and other incentive award previously granted, except with the written consent of the grantee.

TERM. The term of each award under the plans is fixed by the committee.

GRANT AGREEMENTS. Each option grant or other award under the plans must be evidenced by an agreement that describes the terms of the grant.

ACQUISITION OF AGILE. The option plans generally provide that the vesting of options and restricted stock accelerates 100% in the event of a change of control if the plans are not assumed by the acquiring company. If the plans are assumed, the options become exercisable for, and restricted stock converts into, the same security and on the same exchange ratio as applies to Agile’s common stock in the acquisition. The plans further generally provide that if there is a change of control and the options are assumed and within 18 months following the change of control an optionee’s employment is terminated without cause, then the terminated employee will receive an additional 18 months’ vesting under the options or restricted stock.

9. INFORMATION ABOUT AGILE SOFTWARE CORPORATION.

We develop and sell an integrated suite of product lifecycle management (“PLM”) software products and offer related business consulting and implementation services. Our solutions enable our customers to accelerate their time-to-market and revenue, reduce costs, improve product quality, ensure regulatory compliance and drive innovation throughout the product lifecycle. We focus solely on providing PLM solutions to companies in the electronics and high technology, industrial products, life sciences and other industries. Our strategy is to deliver business-ready solutions to streamline the information and process flow within a company’s product operation, that are easy to implement and maintain, and that provide measurable results. Our strategy is industry-focused with product capabilities tailored to the requirements of our target industries. We sell our product through a direct sales channel and distributors.

We were incorporated in California in 1995, and reincorporated in Delaware in 1999. Our principal executive offices are currently located at 6373 Ignacio Avenue, San Jose, California 95119, and our telephone number is (408) 284-4000. A list of our directors and executive officers is attached on Schedule A to this exchange offer. Our World Wide Web site address is www.agile.com. Information contained in our Web site is not incorporated by reference into this report, and you should not consider information contained in our Web site as part of this report. Our common stock is listed on the Nasdaq National Market under the symbol “AGIL”.

Before deciding whether to tender your options under this exchange offer, we encourage you to review the financial information included on pages 2 through 33 of our Annual Report on Form 10-K/A for the fiscal year ended April 30, 2004, and on pages 3 through 17 of our Quarterly Report for the nine months ended January 14, 2005. We are incorporating by reference the financial information referred to in the preceding sentence into this exchange offer. Please see Section 17 of this exchange offer for information about how to obtain copies of this report or our other SEC filings.

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SUMMARY FINANCIAL DATA

	Year Ended April 30						Nine Months Ended January 31
	2003			2004			2005
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue	$	70,509		$	96,305		$	84,978
Cost of revenue		23,658			34,702			28,059
Total operating expenses		83,275			86,858			61,951
Interest and other income, net		4,900			3,093			3,047
Net loss	$	(36,131	)	$	(24,095	)	$	(2,805	)
Basic and diluted net loss per share	$	(0.75	)	$	(0.48	)	$	(0.05	)
Consolidated Balance Sheets Data:
Total current assets	$	275,323		$	195,186		$	227,395
Non-current assets		15,627			119,451			93,258
Total assets	$	290,950		$	314,637		$	320,653
Liabilities and Stockholders’ Equity Data:
Total current liabilities	$	32,142		$	45,385		$	49,813
Non-current liabilities		2,562			7,758			7,283
Total stockholders’ equity		256,246			261,494			263,557
Total liabilities and stockholders’ equity	$	290,950		$	314,637		$	320,653
Consolidated Statements of Cash Flows Data:
Cash provided by (used in) operating activities	$	(23,218	)	$	(16,572	)	$	1,245
Net cash provided by (used in) investing activities		(45,417	)		(4,017	)		37,330
Net cash provided by financing activities		3,113			9,239			5,271

We are currently estimating that we will take a net non-cash compensation charge for this exchange of up to approximately $5 million (assuming all eligible options are exchanged). The final accounting charge will be recognized over the vesting period of the restricted shares and the vesting period of any remaining new stock options.

Except as otherwise described above or elsewhere in this exchange offer or in our filings with the SEC, we presently have no plans or proposals that relate to or would result in:

• a sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;

• any material change in our present dividend rate or policy, or any material adverse change in our indebtedness or capitalization outside the ordinary course of business;

• any change in our present board of directors, including any plan or proposal to change the number or term of directors or to fill any existing board vacancies or to change any material terms of the employment contract of any current executive officer;

• any material change in our corporate structure or business;

• our common stock not being authorized for quotation on the Nasdaq National Market;

• our common stock becoming eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act;

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• the suspension of our obligation to file reports under Section 15(d) of the Securities Exchange Act; or

• a change in our certificate of incorporation or bylaws, or any actions which may make it more difficult for any person to acquire control of our company.

10. INTERESTS OF DIRECTORS AND OFFICERS.

Our non-employee directors are not eligible to participate in this exchange offer. Our executive officers as a group beneficially owned eligible options to purchase a total of 2,786,500 shares of our common stock, which represented approximately 20% of all eligible options outstanding as of that date. For information with respect to the beneficial ownership by our directors and executive officers of our common stock, please refer to our 2004 Annual Proxy Statement, incorporated herein by reference.

Other than as otherwise described below and other than ordinary course purchases under our stock incentive plans and ordinary course grants of stock options to non-employee directors and executive officers, there have been no transactions in options to purchase our common stock or that were effected during the past 60 days by us or, to our knowledge, by any of our directors or executive officers. In addition, except as otherwise described below and other than outstanding options to purchase common stock granted from time to time to our non-employee directors and executive officers under our stock incentive plans, neither we nor any person controlling us nor, to our knowledge, any of our directors or executive officers is a party to any agreement, arrangement, contract, understanding or relationship with any other person relating, directly or indirectly, to this exchange offer with respect to any of our securities.

Non-employee directors do not receive fees for services on the Board, but do receive fees for serving on Board committees as follows: Audit, $20,000 (Chairman: $50,000); Compensation, $10,000 (Chairman: $20,000); Nominating and Governance, $10,000 (Chairman: $20,000). In addition, under the terms of the 1995 plan, each non-employee director automatically receives a nonstatutory option to purchase 100,000 shares of common stock upon his or her initial election as a director and a nonstatutory option to purchase 25,000 shares of common stock each May 1 thereafter, provided the director has served at least six (6) months.

The Compensation Committee, which consists of Nancy Schoendorf and Paul Wahl, reviews and acts on matters relating to compensation levels and benefit plans for key executives of the Company, among other things. The Compensation Committee has met multiple times during fiscal 2005.

11. ACCOUNTING CONSEQUENCES OF THE EXCHANGE OFFER.

We are currently estimating that we will take a net non-cash compensation charge for this exchange of up to $5 million (assuming all eligible options are exchanged). Any accounting charges will be recognized over the vesting period of the restricted stock and the vesting period of any remaining new stock options. However, the calculation of the actual non-cash compensation charge to be recorded and the timing of the recognition of the charge are dependent upon the number of options tendered for exchange.

12. LEGAL MATTERS; REGULATORY APPROVALS.

We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by this exchange offer, or of any approval or other action by any government or regulatory authority or agency that is required for the acquisition or ownership of the restricted stock or options as described in this exchange offer. If any other approval or action should be required, we presently intend to seek the approval or take the action. This could require us to delay the acceptance of options tendered to us. We cannot assure you that we would be able to obtain any required approval or take any other required action. Our failure to obtain any required approval or take any required action might result in harm to our business. Our obligation under this exchange offer to accept tendered options and to issue new stock options is subject to the conditions described in Section 6 of this exchange offer.

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13. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.

A general summary of the material U.S. federal income tax consequences of the exchange of options under this exchange offer is included on Schedule L. This discussion is based on the Internal Revenue Code, Treasury Regulations and administrative rulings and judicial decisions as of the date of this exchange offer, all of which are subject to change, possibly on a retroactive basis, and any change could affect the continuing validity of this discussion. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. This summary applies to you only if you are an individual who is a citizen or resident of the United States, including an individual who is a lawful permanent resident of the United States or who meets the substantial presence test under the Internal Revenue Code. U.S. residents are taxed for U.S. federal income purposes as if they were U.S. citizens. This summary does not discuss state, local and foreign taxes and does not discuss U.S. federal taxes other than income taxes (e.g., estate and gift tax laws).

Tax matters are very complicated, and the tax consequences to you of the exchange of options under this exchange offer will depend on the facts of your particular situation. WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX OR FINANCIAL ADVISOR BEFORE DECIDING TO PARTICIPATE IN THE OFFER.

14. MATERIAL INTERNATIONAL TAX CONSEQUENCES.

A general summary of the tax consequences of participating in the exchange offer for non-U.S. employees, which may differ from and be more adverse than the tax consequences to a U.S. taxpayer or resident, is included on Schedules B-K. These summaries are general in nature and do not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor are they intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you live and/or work in one country, but you are a citizen or resident of another country for local law purposes, consult your tax or financial advisor to determine which tax laws apply to you.

Tax matters are very complicated, and the tax consequences to you of the exchange of options under this exchange offer will depend on the facts of your particular situation. WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX OR FINANCIAL ADVISOR BEFORE DECIDING TO PARTICIPATE IN THE OFFER.

15. EXTENSION OF EXCHANGE OFFER; TERMINATION; AMENDMENT.

We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event set forth in Section 6, “Conditions of the Exchange Offer,” has occurred or is deemed by us to have occurred, to extend the period of time during which this exchange offer is open and thereby delay the acceptance for exchange and cancellation of any options surrendered or exchanged by publicly announcing the extension and giving oral or written.

Before the expiration date to terminate or amend this exchange offer, we may postpone our decision of whether or not to accept and cancel any eligible options in our discretion. In order to postpone this decision, we must publicly announce the postponement and give oral or written notice of the postponement to the option holders. Our right to delay accepting and canceling eligible options is limited by Rule 13e-4(f)(5) under the Securities Exchange Act of 1934, which requires that we must pay the consideration offered or return the tendered options promptly after we terminate or withdraw this exchange offer.

As long as we comply with any applicable laws, we may amend this exchange offer in any way, including decreasing or increasing the consideration exchange offered in this exchange offer to option holders or by decreasing or increasing the number of eligible options to be exchanged or surrendered in this exchange offer.

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We may amend this exchange offer at any time by publicly announcing the amendment. If we extend the length of time during which this exchange offer is open, the amendment must be issued no later than 9:00 a.m., U.S. Pacific (San Jose) Time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement relating to this exchange offer will be sent promptly to option holders in a manner reasonably designed to inform option holders of the change, for example, by issuing a press release.

If we materially change the terms of this exchange offer or the information about this exchange offer, or if we waive a material condition of this exchange offer, we will extend this exchange offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. Under these rules the minimum period an exchange offer must remain open following material changes in the terms of this exchange offer or information about this exchange offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances. If we decide to take any of the following actions, we will publish notice of the action:

• increase or decrease what we will give you in exchange for your eligible options, or

• increase or decrease the number or type of options eligible to be exchanged in this exchange offer.

If this exchange offer is scheduled to expire within 10 business days from the date we notify you of such an increase or decrease, we will extend this exchange offer for a period of at least 10 business days after the date the notice is published.

16. FEES AND EXPENSES.

We will not pay any fees or commissions to any broker, dealer or other person for asking option holders to exchange eligible options under this exchange offer.

17. ADDITIONAL INFORMATION.

This exchange offer is a part of a Tender Offer Statement on Schedule TO that we have filed with the SEC. This exchange offer does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials that we have filed with the SEC before making a decision on whether to exchange your options:

(a) our Annual Report on Form 10-K for the fiscal year ended April 30, 2004, filed with the SEC on July 14, 2004 as amended on June 17, 2005;

(b) our Quarterly Report on Form 10-Q for the nine months ended January 31, 2005, filed with the SEC on March 14, 2005;

(c) our definitive Proxy Statement for our 2004 annual meeting of stockholders, filed with the SEC on August 17, 2004;

(d) our most recent Current Reports on Form 8-K, filed with the SEC on April 5, 2005 and May 3, 2005; and

(e) the description of our common stock contained in our Registration Statement on Form 8-A12G (No. 000-27071) originally filed with the SEC on August 17, 1999, including all amendments.

These filings, our other annual, quarterly and current reports, our proxy statement and our other Securities and Exchange Commission filings may be examined, and copies may be obtained, at the following SEC public reference rooms:

450 Fifth Street, N.W.	500 West Madison
Room 1024	Suite 1400
Washington, D.C. 20549	Chicago, IL 60661

You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public on the SEC’s Internet site at http://www.sec.gov.

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Our common stock is quoted on the Nasdaq National Market under the symbol “AGIL,” and our SEC filings can be read at the following Nasdaq address:

Nasdaq Operations

1735 K Street, N.W.

Washington, D.C. 20006

We will also provide without charge to each person to whom we deliver a copy of this exchange offer, upon their written or oral request, a copy of any or all of the documents to which we have referred you, other than exhibits to these documents (unless the exhibits are specifically incorporated by reference into the documents). Requests should be directed to:

Agile Software Corporation

Attn: Stock Administration

6373 Ignacio Avenue

San Jose, California 95119

or by emailing us at optionexchange@agile.com or telephoning us at (408) 284-4011 between the hours of 9:00 a.m. and 5:00 p.m., Pacific Time.

As you read the documents listed in this Section 17, you may find some inconsistencies in information from one document to another. Should you find inconsistencies between the documents, or between a document and this exchange offer, you should rely on the statements made in the most recent document. The information contained in this exchange offer about Agile should be read together with the information contained in the documents to which we have referred you.

18. FORWARD-LOOKING STATEMENTS; MISCELLANEOUS.

This exchange offer and our SEC reports referred to in Section 17 above include “forward-looking statements.” When used in this exchange offer, the words “may,” “will,” “could,” “should,” “anticipates,” “believes,” “estimates,” “expects,” “intends” and “plans” as they relate to Agile, our subsidiaries or our management are intended to identify these forward-looking statements. All statements by us regarding expected future financial position and operating results, our business strategy, our financing plans and expected capital requirements, forecasting trends relating to our services or the markets in which we operate and similar matters are forward-looking statements. Any statement that is not a historical fact, including estimates, projections, future trends and the outcome of events that have not yet occurred, are forward-looking statements. We wish to caution you that the forward-looking statements in this exchange offer and our SEC reports referred to in Section 17 above are only predictions and that actual results may differ materially from those stated or implied in the forward-looking statements. These forward-looking statements involve risks and uncertainties, including, without limitation, the risks described in our Annual Report on Form 10-K for the fiscal year ended April 30, 2004 and Quarterly Report on Form 10-Q for the nine months ended January 31, 2005.

We caution you to consider carefully these factors as well as the specific factors discussed with each specific forward-looking statement in this exchange offer and in our other filings with the Securities and Exchange Commission. These factors, in some cases, have affected, and in the future (together with other unknown factors) could affect, our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the forward-looking statements expressed in this annual report. No assurance can be made that any expectation, estimate or projection contained in a forward-looking statement can be achieved.

You are also cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. As a general policy, we do not intend to release publicly any revisions to forward-looking statements as the result of subsequent events or developments.

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SCHEDULE A

INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS

OF AGILE SOFTWARE CORPORATION

The directors and executive officers of Agile Software Corporation and their positions and offices as of June 30, 2005, are set forth in the following table:

NAME	POSITION AND OFFICES HELD	SHARES BENEFICIALLY OWNED	NUMBER OF ELIGIBLE OPTIONS	NUMBER OF NEW OPTIONS IF ALL ELIGIBLE OPTIONS EXCHANGED
Executive Officers
Bryan D. Stolle	Chief Executive Officer and Chairman of the Board	3,104,5371	1,816,950	605,650
Jay B. Fulcher	President and Chief Operating Officer	1,214,2002	514,200	171,400
Carolyn V. Aver	Executive Vice President and Chief Financial Officer	663,2273	171,450	57,150
Christopher Wong	Executive Vice President, Products and Technology	569,3314	108,900	36,300
Thomas Twietmeyer	Senior Vice President, Finance	177,7985	175,000	58,334
Non-Employee Directors
Klaus-Dieter Laidig	Director	46,6666	0	0
Gareth Chang	Director	54,1667	0	0
Nancy Schoendorf	Director	446,583	0	0
Ronald E.F. Codd	Director	57,9178	0	0
Paul Wahl	Director	79,1669	0	0

The address of each director and executive officer is: c/o Agile Software Corporation, 6373 San Ignacio Avenue, San Jose, California, 95119.

¹ Includes options to purchase 2,005,838 shares exercisable within 60 days of June 30, 2005.

² Includes options to purchase 1,214,200 shares exercisable within 60 days of June 30, 2005.

³ Includes options to purchase 663,227 shares exercisable within 60 days of June 30, 2005.

⁴ Includes options to purchase 569,331 shares exercisable within 60 days of June 30, 2005.

⁵ Includes options to purchase 175,000 shares exercisable within 60 days of June 30, 2005.

⁶ Includes options to purchase 25,000 shares exercisable within 60 days of June 30, 2005.

⁷ Includes options to purchase 54,166 shares exercisable within 60 days of June 30, 2005.

⁸ Includes options to purchase 47,916 shares exercisable within 60 days of June 30, 2005.

⁹ Includes options to purchase 79,166 shares exercisable within 60 days of June 30, 2005.

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SCHEDULE B

Stock Option Exchange Program: A Guide to Tax Issues in Austria

The following is a summary of the tax consequences of the cancellation of eligible options in exchange for the grant of new options for individuals subject to tax in Austria. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option

You will be subject to income tax and social insurance contributions when you exercise the new option. You will be taxed on the difference between the fair market value of the underlying shares on the date of exercise and the exercise price.

Sale of Shares

If you acquire shares upon exercise of your new option and sell the shares within 12 months of purchase, you will be subject to tax on the difference between the sale proceeds and the fair market value of the shares on the date of exercise. However, you will not owe any tax if your total gain from the sale of the shares (and the sale of other moveable property) within one year after their acquisition and the sale of real estate within 10 (in some cases 15) years after its acquisition does not exceed €440 in a calendar year.

If you hold your shares for more than 12 months, you will generally not be subject to tax when you subsequently sell the shares.

You must report the taxable amount to the relevant tax authorities by the end of April of the year following the taxable event, provided that your annual gross salary exceeds €10,900, and provided further that the annual income not subject to income tax withholding exceeds €730. This limit is for other income, but not for capital gains.

Withholding and Reporting

We are required to withhold and report income tax and social insurance contributions to the extent the option is taxable at exercise (i.e., no exemption is available). In addition, we are required to withhold and report income tax and social insurance distributions on any deferred amounts at the time they become taxable. If your actual tax liability differs from the amount withheld, it is your responsibility to pay the additional tax. It is also your responsibility to report and pay any taxes as the result of the sale of the shares.

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Exchange Control Information

If you do not hold shares received pursuant to exercise with a bank in Austria, you must submit a report to the Austrian National Bank by using the form “Standmeldung.” An exemption applies if the value of the securities does not exceed €75,000. The reporting date is December 31; the deadline for filing the report is March 31 of the following year.

You will be subject to a separate reporting obligation if you elect to open a cash account with a broker outside of Austria. The opening of such an account must be reported to the Austrian National Bank. Additional reporting requirements apply if the transaction volume of all of your cash accounts abroad exceeds €75,000. If the transaction volume of such accounts exceeds €2.5 million, you will be required to make monthly reports of the movements and the balance of such accounts.

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SCHEDULE C

Stock Option Exchange Program: A Guide to Tax Issues in China

The following is a summary of the tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in China. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option and Sale of Shares

Due to legal restrictions in China, you must use the cashless sell-all method of exercise, whereby all the shares you are entitled to at exercise are immediately sold and the proceeds less the option exercise price, applicable taxes and brokers’ fees, if any, are remitted to you in cash. The difference between the fair market value of the shares on the date of exercise and the option exercise price will be subject to income tax. In addition, you may also be subject to social insurance contributions on this amount.

Withholding and Reporting

We will be required to withhold and report for income tax purposes when you exercise your new option. We may also be required to withhold for social insurance purposes, but this result is currently uncertain. You will be responsible for paying any difference between the actual tax liability and the amount withheld (if any).

Legal Restrictions

Due to legal restrictions in China, you must use the cashless sell-all method of exercise.

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SCHEDULE D

Stock Option Exchange Program: A Guide to Tax Issues in France

The following is a summary of the tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in France. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option

You will be subject to income tax and social security contributions on the difference between the fair market value of the underlying shares, measured at the date of exercise, and the option exercise price. This same amount will also be subject to employer paid social security tax. These payments will be due upon subsequent sale of the underlying shares.

Sale of Shares

When you sell the shares, you will pay capital gains tax on any additional gain.

Reporting

We must send to you, no later than 15 February of the year following the year of exercise of the new option, an individual statement providing the following information:

• your employer’s corporate name, the place of location of its principal establishment and, if different, the place of location of its registered office;

• the date on which the new option was granted and the date of exercise of the new option;

• the number of shares acquired upon exercise and the option price; and

• the excess discount, if any, at the time of grant based on the restriction for French qualified options.

At the same time, we must also send duplicates of the individual statements to the tax office (“Direction des Services Fiscaux”) with which we file our tax return.

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SCHEDULE E

Stock Option Exchange Program: A Guide to Tax Issues in Germany

The following is a summary of the tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in Germany. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option

When you exercise your new option, you will be subject to income tax on the difference between the fair market value of the shares on the date of exercise and the option price. You also will be subject to social insurance contributions to the extent you have not already exceeded the applicable contribution ceiling.

Pursuant to Section 19a of the German Income Tax Act (Einkommensteuergesetz), you may be able to deduct €154 per calendar year from the taxable amount because this income results from the purchase of stock in your employer’s parent company. You should consult with your tax advisor to determine if this deduction applies to your specific situation.

Sale of Shares

You will not be subject to tax when you subsequently sell shares provided you own the shares for at least 12 months, do not own 1% or more of Agile’s stated capital (and have not owned 1% or more at any time in the last five years) and the shares are not held as business assets (this requirement should be met since you purchased the shares as an employee). However, please note that proposed legislation in Germany may require you to pay tax upon any gain realized from the sale of shares (calculated as the sale proceeds less the fair market value of the underlying shares at exercise), regardless of your ownership of Agile’s stated capital and how long the shares are held.

If you are subject to tax upon sale, you will be subject to tax on one-half of the gain as capital gain (less one-half of the sales related expenses). Furthermore, you will only be subject to tax if your total capital gain exceeds €512 in the relevant tax year. If this threshold is exceeded, you will be taxed on the full gain (and not only the gain in excess of €512).

Withholding and Reporting

We are required to withhold and report income tax and social insurance contributions (to the extent that you have not exceeded the applicable contribution ceiling) when you exercise the new options. If your actual tax liability differs from the amount withheld, it is your responsibility to pay the additional tax. It is your responsibility to report and pay any taxes due as a result of the sale of shares.

Exchange Control Information

Cross-border payments in excess of €12,500 must be reported monthly. If you use a German bank to carry out the cross-border payment in excess of €12,500 in connection with the purchase or sale of Agile shares, the bank will make the report. In addition, you must report any receivables or payables or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis. Finally, you must report your holding annually in the unlikely event that you hold shares representing 10% or more of the total or voting capital of Agile.

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SCHEDULE F

Stock Option Exchange Program: A Guide to Tax Issues in India

The following is a summary of the tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in India. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option and Sale of Shares

Due to legal restrictions in India, you must use the cashless sell-all method of exercise, whereby all the shares you are entitled to at exercise are immediately sold and the proceeds less the option price, applicable taxes and brokers’ fees, if any, are remitted to you in cash. The difference between the sale proceeds and the option price will be taxed as salary income. You will not be subject to social insurance contributions.

Withholding and Reporting

We are required to withhold and report income tax when you exercise your new option. If your actual tax liability differs from the amount withheld, it is your responsibility to pay the additional tax.

Exchange Control Information

Due to exchange control requirements in India, you must use the cashless sell-all method of exercise.

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SCHEDULE G

Stock Option Exchange Program: A Guide to Tax Issues in Italy

The following is a summary of the tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in Italy. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option and Sale of Shares

The difference between the value of the shares at exercise and the exercise price will be included in your ordinary taxable compensation. Any additional gain upon the sale of the shares will be treated as a capital gain, subject to the 12.5% capital gain tax.

Withholding and Reporting

We will withhold social insurance contributions and income taxes at the time of exercise. You are responsible for reporting any capital gain in your tax return and paying the capital gain tax due.

Exchange Control Information

Exchange control reporting is required if you transfer cash or shares to or from Italy in excess of €12,500 in a year or if you own shares overseas the value of which exceeds €12,500 at December 31 of the previous year. The applicable reporting must be made in your individual tax return.

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SCHEDULE H

Stock Option Exchange Program: A Guide to Tax Issues in Japan

The following is a summary of the tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in Japan. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option

When you exercise the new option, you will be subject to tax on the difference between the fair market value of the shares on the date of exercise and the option price. This gain likely will be treated as “remuneration income” and will be taxed at your marginal tax rate. Social insurance contributions will not be due on gain at exercise.

Sale of Shares

If you acquire shares upon exercise, you will be subject to tax when you subsequently sell the shares. You will be taxed on the difference between the sale proceeds and the fair market value of the shares on the date of exercise. You may be eligible for a reduced tax rate, depending on the circumstances of the sale (e.g., whether you sell shares though a broker licensed in Japan). Please consult with your tax advisor regarding whether you will be eligible for a reduced tax rate.

Withholding and Reporting

We will likely not be required to withhold income tax contributions when you exercise your option. It is your responsibility to file a personal tax return and to report and pay any taxes resulting from the exchange, the exercise of your option and the sale of shares.

Exchange Control Information

If you intend to acquire shares whose value exceeds ¥100,000,000 in a single transaction, you must file a report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the shares. Please note that the reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan.

H-1

SCHEDULE I

Stock Option Exchange Program: A Guide to Tax Issues in Switzerland

The following is a summary of the tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in Switzerland. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option

You must pay tax at exercise on the difference between the fair market value of the shares at exercise and the option price of your new option.

Sale of Shares

You will not be subject to tax when you subsequently sell the shares acquired at exercise, provided the shares are held as private assets.

Wealth Tax

Shares received pursuant to option exercises will become part of your net wealth and will be subject to wealth tax which is levied at the cantonal level. Options are subject to wealth tax at pro memoria value (that is, no value until exercise). The specific rates for wealth tax vary depending upon a number of factors, including the particular canton, the net wealth of the individual, etc. Please consult your tax advisor to determine how the wealth tax applies to your specific situation.

Withholding and Reporting

If you are a Swiss national resident in Switzerland or a foreign employee holding a “C” residence permit, we will not withhold income tax at the time of grant, vesting, exercise, or subsequent sale of shares. We will include your taxable income (on grant, vesting or exercise, but not sale) on your annual “certificate of salary” which will be issued to you at the end of or shortly after the end of the calendar year of the taxable event. It is your responsibility to attach the “certificate of salary” to your tax return and pay any taxes resulting from the exercise of your options. We will withhold social insurance contributions.

If you are a foreign employee holding a “B” permit, or if you are for any other reason an employee subject to income taxation at source, we will withhold and report income tax and social insurance contributions. Depending on the amount of your annual income in Switzerland, you may be required to file a tax return and to pay additional taxes (or to receive a refund) when the Tax Administration computes your exact amount of taxes based on your tax return.

I-1

SCHEDULE J

Stock Option Exchange Program: A Guide to Tax Issues in Taiwan

The following is a summary of the tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in Taiwan. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option

When you exercise the new option, you be subject to income tax on the difference between the fair market value of the shares at exercise and the option price. You will not be subject to social insurance contributions on this amount.

Sale of Shares

If you acquire shares upon exercise, you will not be subject to tax (other than the securities transaction tax) on the capital gains when you subsequently sell the shares.

Withholding and Reporting

We will not be required to withhold income tax when you exercise your option, but will report the exercise to the tax authorities. It is your responsibility to file a tax return and pay any taxes resulting from the exercise.

J-1

SCHEDULE K

Stock Option Exchange Program: A Guide to Tax Issues in the United Kingdom

The following is a summary of the tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in the United Kingdom. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

This summary also includes other country specific requirements that may affect your participation in the option exchange program.

You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation.

Option Exchange

You should not be subject to tax as a result of the exchange of an eligible option for a new option.

Exercise of New Option

You will be subject to tax when you exercise your new option. Income tax will be charged on the difference between the fair market value of the stock on the date of exercise and the option price (the “Spread”). We will be responsible for tax withholding under the Pay As You Earn system in relation to the tax due on the gain realized on exercise of your option and, therefore, for paying the income tax withheld to the UK Inland Revenue on your behalf. We will require you to pay to us the amount we will be required to remit to the Inland Revenue on your behalf. If you fail to pay to your employer the income tax due within 90 days of the date of exercise of your option, you will be deemed to have received a further taxable benefit equal to the amount of income tax due. This will give rise to a further income tax charge.

Subject to comments in the next paragraph, you will also be subject to the employees’ portion of National Insurance Contributions (“NICs”) on the Spread at exercise of your new option. Employees’ NICs are payable at the rate of 11% up to the upper earnings limit set for employees’ NICs purposes and, in addition, 1% NICs will apply on earnings in excess of the upper earnings limit without limit.

If you were granted eligible options between 6 April 1999 and 19 May 2000 inclusive, which were underwater on 7 November 2000, you may be exempt (either entirely or in part) from NICs liability on the exercise of new options granted to replace those options. You should consult your tax advisor regarding whether favorable NICs treatment will apply to your new option.

Sale of Shares

When you sell your shares, you will be subject to capital gains tax. Your taxable gain upon sale of shares will be calculated as the difference between the sale proceeds and the fair market value of the shares at exercise.

Withholding and Reporting

We are required to withhold and report income tax and NICs on the Spread at exercise. If the amount withheld is not sufficient to cover your actual liability, you will be responsible for paying the deficiency. In addition, you will be responsible for paying any taxes owed as a result of the sale of the shares.

You will also be required to report the exercise of your options and the subsequent disposal of your shares on your annual UK Tax Return.

K-1

SCHEDULE L

Stock Option Exchange Program: A Guide to Tax Issues in the United States

The following is a summary of the material federal income tax consequences of the cancellation of outstanding options in exchange for the grant of new options for individuals subject to tax in the United States. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. This summary is based on the Internal Revenue Code, its legislative history, treasury regulations thereunder and administrative and judicial interpretations, as of the date of the offer to exchange, all of which are subject to change. Please note that tax laws change frequently and occasionally on a retroactive basis. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you.

You are advised to seek appropriate professional advice as to how the federal, state and local tax and other laws in your country apply to your specific situation.

Option Exchange

You will not be subject to U.S. federal income tax as a result of the exchange of an eligible option for a new option.

Grant of New Option

You will not be subject to U.S. federal income tax when the new option is granted to you.

Exercise of New Option

Your new option will be granted as a non-qualified stock option for U.S. tax purposes. Because the underlying shares will be subject to risk of forfeiture restrictions, when you exercise the new option, you will not be subject to U.S. federal income tax until the shares vest, unless you file an 83(b) election with the IRS within 30 days of grant, as discussed below. If you file an 83(b) election, you will have taxable income at exercise. Upon vesting (or grant if you file an 83(b) election), the tax will apply to the difference between the exercise price of the option and the fair market value of the shares that have vested (or as to which the option has been granted if you file an 83(b) election).

Section 83(b) Election

You do have a right to make the election as provided in Section 83(b) of the Internal Revenue Code. The decision to make a Section 83(b) election is a highly technical one, and should include, among other considerations, the availability to you of cash sufficient to cover the taxes (through the withholding payment to the company) before the shares become marketable by you, your assessment of potential future market value changes in our stock, and the risk that events might prevent your continued employment by us, such that vesting of the restricted stock might not occur. In that event you would have paid tax on shares that are forfeited, and you would not be able to recoup the tax. You should contact your financial and tax advisors with respect to this critical question. A valid election under Section 83(b) must be made by you through appropriate filings with the U.S. Internal Revenue Service within 30 days of the grant of the new option.

Sale of Shares

At the time you sell shares acquired on exercise of the new option, you will be subject to tax (or realize a loss) based on the difference between the fair market value of the shares on the day they vested (or grant date if you filed an 83(b) election) and the amount realized on the sale. Such gain or loss at disposition of the shares is treated as a capital gain or loss.

Withholding and Reporting

Any income recognized upon vesting or exercise of the new options will constitute wages for which withholding will be recognized. Your employer will be entitled to a tax deduction in the same amount as the income recognized.

L-1

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

Print Full Name

AGILE SOFTWARE CORPORATION

LETTER OF TRANSMITTAL

The exchange offer and withdrawal rights expire at

midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005

unless the offer is extended.

INSTRUCTIONS TO LETTER OF TRANSMITTAL

1. DEFINED TERMS. All terms used in this letter of transmittal but not defined have the meaning ascribed to them in the exchange offer, dated July 11, 2005, also referred to as the exchange offer. Unless the context requires otherwise, references in this letter of transmittal to “Agile,” “we,” “us,” “our,” and “ours” mean Agile Software Corporation and its subsidiaries.

2. EXPIRATION DATE. The exchange offer and any rights to withdraw a tender of options expire at midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005, unless the exchange offer is extended.

3. TENDERS. If you intend to tender options under the exchange offer, you must sign this letter of transmittal and complete the election form attached as Annex A. You are not required to tender any of your options. If you hold separately granted options and choose to tender for exchange a particular eligible option grant, you must tender the entire option grant, but need not tender other option grants held by you.

DELIVERY OF LETTER OF TRANSMITTAL. A signed copy of this letter of transmittal, together with a properly completed election form, must be received by Agile before midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005 (or such later date as may apply if the exchange offer is extended) by one of the following means:

Via Mail or Courier

Agile Software Corporation

6373 San Ignacio Avenue

San Jose, California 95119

Attn: Stock Administration

Via Facsimile

Agile Stock Administration, Fax No. (408) 284-3260

Via Electronic Delivery

Scan the completed and signed letter of transmittal and e-mailing it to optionexchange@agile.com

4. You do not need to return your stock option agreements for your options to effectively elect to accept this offer.

Your election will be effective only upon receipt by us. E-mail (other than an e-mail with the scanned document attached) and voice-mail will NOT be accepted as a valid manner of election.

If you have questions about delivery, you may contact Stock Administration at optionexchange@agile.com, (telephone: (408)-284-4011). You should review the exchange offer, the letter of transmittal, the election form and all of their attachments before making your election.

5. WITHDRAWAL OF ELECTION. Tenders of options made under the exchange offer may be withdrawn at any time before midnight, U.S. Pacific (San Jose) Time, on Friday, August 19, 2005, unless we extend the expiration date, in which case withdrawals must be received before midnight, U.S. Pacific (San Jose) Time, on such later expiration date. In addition, if Agile does not accept your tendered options by September 2, 2005, you will also have the right to withdraw your tendered options after that date and until your tendered options have been accepted.

To withdraw tendered options, you must mail or fax a properly completed notice of withdrawal form to Stock Administration at Agile Software Corporation, 6373 Ignacio Avenue, San Jose, California 95119, Fax No. (408) 284-3260 or scan the signed notice of withdrawal form and e-mail it to optionexchange@agile.com. Withdrawals may not be rescinded and any options withdrawn will not be considered to be properly tendered, unless the withdrawn options are properly re-tendered before the expiration date by following the procedures described in numbers 3 and 4 above.

6. SIGNATURES. Please sign and date the letter of transmittal, and provide your social security number or other tax identification number.

7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for assistance, as well as requests for additional copies of the exchange offer or this letter of transmittal may be directed to Stock Administration at optionexchange@agile.com (telephone: (408) 284-4011). Copies will be furnished promptly at Agile’s expense.

8. IRREGULARITIES. We will determine, in our discretion, all questions as to the number of shares subject to options tendered and the validity, form, eligibility (including time of receipt) and acceptance of any tender of options. Our determination of these matters will be final and binding on all parties. We may reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. We may waive any defect or irregularity in any tender with respect to any particular options or any particular option holder before the expiration of the offer. No options will be accepted for exchange until the option holder exchanging the options has cured all defects or irregularities to our satisfaction, or they have been waived by us, prior to the expiration date. Neither we nor any other person is obligated to give notice of any defects or irregularities involved in the exchange of any options, and no one will be liable for failing to give notice of any defects or irregularities.

9. CONDITIONAL OR CONTINGENT OFFERS. Agile will not accept any alternative, conditional or contingent tenders.

10. IMPORTANT TAX INFORMATION. If you are a U.S. option holder, you should refer to Schedule L of the exchange offer, which contains important tax information. If you are a non-U.S. option holder, you should refer to the appropriate schedule among Schedules B-K of the exchange offer, which contain important tax information. We encourage all officers and employees to consult with tax advisors if you have questions about your financial or tax situation.

2

LETTER OF TRANSMITTAL

To: Agile Software Corporation 6373 Ignacio Avenue San Jose, California 95119 Facsimile: (408) 284-3260 Attn: Stock Administration E-mail: optionexchange@agile.com

I have received the exchange offer, this letter of transmittal and the election to tender eligible options attached as Annex A.

I acknowledge that:

(1) I, the undersigned, accept the terms and conditions of the exchange offer and hereby tender to Agile for exchange those eligible options with an exercise price of $6.76 or greater specified on Annex A and understand that, upon acceptance by Agile, the offer and this letter of transmittal will constitute a binding agreement between Agile and me.

(2) I understand that, as described in the exchange offer for eligible options I tender for exchange I will receive a new option to buy one (1) share for each three (3) shares tendered and accepted by Agile. If more than one option grant is tendered, a single new option that takes into account, on a grant-by-grant basis, the old options tendered will be issued. In all cases, the number of shares subject to the new option will be rounded up to the nearest whole share.

(3) I understand that the new options I receive will have new vesting terms, that the first vesting date under the new options will be December 1, 2005 and that if I receive or submit a notice of termination for any reason prior to that time no vesting will occur. I acknowledge that I must continue to provide service to Agile or one of its subsidiaries through the required vesting periods to retain any shares of common stock issued upon exercise of a new stock option (if I am a U.S. option holder, including a U.S. taxpayer employed in India) or to be entitled to exercise my new stock option (if I am a non-U.S. option holder).

(4) If I am a U.S. option holder (including U.S. taxpayers employed in India), the new option will be immediately exercisable for restricted stock, but will expire if not exercised on or before November 30, 2005. If I am a non-U.S. officer or employee, the new option will be exercisable as if vests.

(5) I hereby sell, assign and transfer to Agile all right, title and interest in and to all of the options that I am tendering, and I agree that I shall have no further right or entitlement to purchase any shares of Agile’s common stock under the tendered eligible options that are accepted by Agile for cancellation or to have any other rights or entitlements under those cancelled eligible options.

(6) I acknowledge that Agile has advised me to consult with my own advisors as to the consequences of participating or not participating in the offer.

(7) I acknowledge that in order to receive the new stock option, I must continue to be an employee of Agile or one of its subsidiaries, and not have submitted or received a notice of termination, on the date the exchange offer expires.

(8) I agree to all of the terms and conditions of the offer AND HAVE ATTACHED A COMPLETED COPY OF ANNEX A.

	Date:
Signature of Eligible Holder
Print Name of Eligible Holder
Social Security Number or Tax Identification Number

3

ANNEX A

ELECTION TO TENDER ELIGIBLE OPTIONS

To Agile Software Corporation

I hereby tender the options listed below for exchange:

	Option Number	Date of Grant	Exercise Price	Total Number of Outstanding Shares Subject to Option (1)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

(1) Represents the total number of shares for which the option grant remains outstanding (i.e., the original number of shares under option minus any shares as to which the option has previously been exercised).

If you have any questions, please contact Stock Administration at optionexchange@agile.com (telephone: (408) 284-4011).

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

Text of Email from CEO to All Employees

We are pleased to tell you about a new Agile stock option program. Agile has granted stock options in the past to retain, motivate and reward our employees and to align our interests as employees with those of our shareholders. Over the least couple of years we have achieved most of our business goals, more than doubling revenues and reaching non-GAAP profitability for this last fiscal year. Nevertheless, global economic factors affecting technology companies in general, and software companies more specifically have continued to put pressure on our stock price, as well as the stock prices of most of our peers. As a result, approximately 80% of our outstanding stock options are underwater – the current stock price is below the price at which you can exercise the options that we have granted. This obviously does not create much incentive.

Furthermore, the negative investor perception of the dilution represented by “option overhang” (e.g., the proportion of unexercised options in relation to outstanding stock), increasing investor pressure to limit option programs, and new rules requiring companies to expense the cost of options, have forced us to seek new ways to align employee and shareholders interests, while creating incentives for employees to perform at their best, and to be rewarded for their accomplishments.

Management and the Board firmly believe that superior company and shareholder performance is achieved when employees are shareholders. Unfortunately, we are going to be more limited in our ability to take this approach in the future. Fortunately, recent regulatory and accounting changes have created a new opportunity to align our current employees and shareholders.

To achieve shareholder alignment and employee incentive and rewards, we are announcing an option exchange program that will give employees the opportunity to effectively become shareholders, while creating a win for investors, as well. This new program will give you the opportunity to exchange options you hold that have exercise prices equal to or greater than $6.76 per share (e.g., out of the money), for new options with an exercise price equal to $0.001 per share. You would received one new option share for each three underwater option shares you elect to exchange. In other words, you can elect to exchange three “out-of-the-money options” for one option with an exercise price of $0.001. The new option will vest as to 1/3^rd of the shares on each of December 1, 2005, September 1, 2006 and June 1, 2007.

The exchange program is subject to the terms and conditions of formal legal documents that have been filed with the SEC, copies of which will be provided to each of you via email shortly. These documents contain important information about the program, including a detailed set of questions and answers as well as the election forms required to participate. Please read these materials carefully.

In addition, we will provide you with a personal statement summarizing your current option grants, indicating:

• which options are eligible for this exchange (i.e., those option grants with exercises prices of $6.76 or higher);

• the number of new option shares you would receive upon exchange for each eligible option you hold; and

• the vesting details of the new option.

We will also provide you with an Excel-based option calculator to assist you in comparing the potential gain of your existing options to the potential gain of the new options you would receive, at various future potential Agile stock prices—in effect you can do some “what-if” analysis.

Look for an additional email from optionexchange@agile.com that explains this exchange offer in greater detail and forwards the formal documents. We will be holding a series of informational meetings at several locations throughout the world to further explain this program, including any local nuances that may apply in your country, and to answer your questions. A schedule of these meetings will be forwarded under separate cover.

Finally, please note that participation in the option exchange program is VOLUNTARY. We make no recommendation as to whether you should elect to exchange your existing options. You must make your own decision regarding participation in the option exchange program, and you are welcome to seek professional advice from accountants or lawyers. YOU DO NOT NEED TO TAKE ANY ACTION NOW. YOU WILL HAVE UNTIL AUGUST 19, 2005 TO ELECT TO PARTICIPATE IN THE EXCHANGE OFFER.

Thank You

Bryan D. Stolle

Agile Software Corporation

6373 San Ignacio Ave

San Jose, CA 95119

(408) 284-4003 Phone

(408) 284-3601 Fax

www.agile.com

How Products Become Profits

2

EX-99.(A)(1)(D)

Exhibit (a)(1)(D)

TEXT OF EMAIL MESSAGE TO HOLDERS OF ELIGIBLE OPTIONS

As Bryan’s e-mail from earlier today summarizes, we are giving you the opportunity to participate in an option exchange program. This e-mail contains important information relevant to your decision to participate in the option exchange program. We have also attached the following important documents to this e-mail:

• Formal Exchange Offer document (including a Summary of Tax Consequences)

• Letter of Transmittal and Election to Tender Eligible Options

• Notice of Withdrawal

• Option Summary

• Option Calculator

Please review this e-mail and these documents carefully for detailed information about the option exchange program.

In essence, the option exchange program gives you the opportunity to exchange some or all of your currently outstanding option grants with exercise prices equal to or greater than $6.76 per share for a new option grant covering one-third ( ¹/3rd) the number of shares, but with an exercise price of $0.001 per share. This means that if you have more than one option grant with an exercise price equal to or greater than $6.76, you may choose, on a grant-by-grant basis, which options you would like to exchange. Vesting of the new option grant you will receive, should you elect to participate in the option exchange program, will occur in three equal installments on the following dates: December 1, 2005, September 1, 2006 and June 1, 2007.

The option summary attached to this e-mail provides details of your eligible stock option grants (i.e., option grants with exercise prices of $6.76 or higher) and the impact of exchanging any of these option grants in the exchange program, including the number of new shares you would receive and the new vesting schedule. Agile prepared the option details shown in the attached option summary based on information in our files. Please review the attached summary carefully. If you believe any of the information is incorrect or if you have questions, please contact Stock Administration at optionexchange@agile.com or 408-284-4011.

We have also attached an option calculator (in the form of an Excel spreadsheet) that can assist you in comparing the potential gain of your existing options to the potential gain of your new option (that you would receive in the exchange) depending on the market value of the stock at the time the shares are sold.

Please note that the tax consequences of participating the in the exchange program are complex and will vary based upon where you live and work. A summary of some of these important tax consequences is contained in Schedules B-L to the Exchange Offer document attached to this e-mail. Please review this tax information carefully and consult with any tax advisors you deem appropriate.

No immediate action is required if you would like to participate in the option exchange program.

• The offer to exchange your eligible options in the option exchange program will remain open until Friday, August 19, 2005

• In the meantime, take the time to carefully read the attached documents and examine your eligible option grants and the impact of exchanging them in the option exchange program

• We will be holding a series of informational meetings at several locations throughout the world to further explain this program, including the local nuances that may apply, and to answer your questions. A schedule of these meetings will be forwarded under separate cover. Please take the time to attend one

of these meetings to better understand the option exchange program and have any questions about the option exchange program answered

• If you decide that you would like to participate and exchange one or more of your eligible option grants in the option exchange program, fill out the attached Letter of Transmittal and Election to Tender Eligible Options

• If you decide that you do NOT want to participate, NO action is required at any time.

After reviewing this e-mail and the attached documents, if you have questions about the option exchange program, please contact Stock Administration at optionexchange@agile.com or 408-284-4011. Also, please keep in mind that we will be holding a series of informational meetings.

Please note that participation in the option exchange program is voluntary. We make no recommendation as to whether you should elect to exchange your existing options. You must make your own decision regarding participation in the option exchange program.

EX-99.(A)(1)(E)

Exhibit (a)(1)(E)

REPORT ON RESULTS OF EXCHANGE OFFER

Dear Employee:

On behalf of Agile Software, I am writing to provide you with the results of Agile’s recent exchange offer. The eligible options were those outstanding options with an exercise price of $6.76 or greater held by officers and employees, except those employed in Belgium and Canada and those U.S. taxpayers employed in China. The only employees eligible to participate were those employees who: (1) held eligible options, (2) continued to be an employee of Agile or one of its subsidiaries on the date the offer expired, and (3) did not receive or submit a notice of termination before the exchange offer expired.

The exchange offer expired at midnight, U.S. Pacific (San Jose) Time, on                 , 2005. Upon the terms and conditions described in the exchange offer and letter of transmittal, Agile accepted for exchange options to purchase a total of                  shares of common stock and cancelled all such options.

Agile has accepted for exchange and cancelled a number of options tendered by you equal to the total number of option shares set forth on Annex A to this letter. You now have the right to receive one (1) option share for every three (3) option shares accepted for exchange and cancelled as set forth on Annex A. As described in the exchange offer, the new stock options will be subject to the terms and conditions of our 1995 plan or 2000 plan, as applicable, and a stock option agreement between you and Agile.

If you have any questions about the offer, please contact Stock Administration at optionexchange@agile.com (telephone: (408) 284-4011).

Sincerely,

Bryan Stolle

EX-99.(A)(1)(F)

EXHIBIT (a)(1)(F)

NOTICE OF WITHDRAWAL

Instructions

If you previously elected to accept Agile Software’s exchange offer dated July 11, 2005, and would like to change your election and withdraw the tender of all or any portion of your options, you must complete and sign this Notice of Withdrawal, and return it to Agile before midnight, U.S. Pacific (San Jose) Time, on August 19, 2005 unless the exchange offer is extended. Please remember that if you wish to withdraw the tender of option shares granted by a particular agreement, you must withdraw the tender of all option shares granted by that particular agreement.

Once the notice is signed and complete, please return it to Agile by one of the following means:

Via Mail or Courier

Agile Software Corporation

6373 San Ignacio Avenue

San Jose, California 95119

Attn: Stock Administration

Via Facsimile

Agile Stock Administration, Fax No. (408) 284-3260

Via Electronic Delivery

Scan the completed and signed letter of transmittal and e-mailing it to optionexchange@agile.com.

YOU DO NOT NEED TO COMPLETE AND RETURN THIS NOTICE UNLESS YOU WISH TO WITHDRAW A PREVIOUS TENDER OF OPTIONS.

Print Full Name

AGILE SOFTWARE CORPORATION

NOTICE OF WITHDRAWAL

To Agile Software Corporation:

I previously received a copy of the exchange offer dated July 11, 2005, and the letter of transmittal. I signed and returned the letter of transmittal, in which I elected to tender all or a portion of my options. I understand that Agile Software will not accept any conditional or partial returns of individual option grants and that for each option grant previously tendered I must withdraw my election as to the entire option grant. I wish to change that election and withdraw from the offer with respect to the option grants listed below:

	Date of Eligible Option	Exercise Price of Options Subject to Grant	Total Number of Outstanding Options Subject to Grant
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

Signature

Printed Name

Social Security Number or Tax I.D. Number

Date

2

EX-99.(A)(1)(G)

Exhibit (a)(1)(G)

Stock Option Exchange Program

June, 11 2005

Why are we offering an option exchange program?

This program recognizes that the stock component of total compensation at Agile has not delivered desired value over the past few years

This program demonstrates that the company values your future contributions toward overall company success during a defining moment in company history

This is a leading edge program intended to create unique value for employees

The remainder of this report outlines the parameters of the option exchange program

Agile_Offer Presentation

1

What is our stock option exchange program?

Our solution is to provide you with a choice …

Eligible employees holding options priced at $6.76 or higher may voluntarily elect to …

Maintain Keep your current stock option grants (with their current exercise prices and vesting)

Exchange Surrender any or all eligible stock option grants (on a grant-by-grant basis if you have multiple grants) and receive a new option: based on a 3:1 exchange rate (i.e., 3 old option shares for 1 new option share) with an exercise price equal to $0.001 per share with the following vesting:

1/3 on December 1, 2005;

1/3 on September 1, 2006; and

1/3 on June 1, 2007

Agile_Offer Presentation

2

Do I have to exchange all of my eligible options if I choose to participate?

You may choose to participate on a grant-by-grant basis (if you have multiple option grants)

Partial option grants cannot be accepted for exchange. If you choose to exchange an option grant, you must exchange all of the outstanding shares subject to that grant

To assist you in making your decision, we have provided you with a personalized stock option summary that will list your eligible options

Agile_Offer Presentation

3

Stock Option Summary Example

Personalized Option Summary John Smith

Ineligible Option(s) Detail Eligible Option(s) Detail New Option Detail

Grant Date Grant Number Exercise Price Total Shares Grant Date Grant Number Exercise Price Total Shares Option Shares Vesting on 12/1/05 New Vesting on 9/1/06 Shares Vesting on 6/1/07 Shares Shares

03/26/99 000101 $1.500 3,000 01/12/03 002298 $6.760 3,000 1,000 334 333 333

10/09/02 002123 $5.110 3,000 08/04/03 002384 $9.420 3,000 1,000 334 333 333

05/02/04 002806 $7.570 3,000 1,000 334 333 333

TOTAL: 6,000 9,000 3,000 1,002 999 999

Agile_Offer Presentation

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How many shares will be subject to my new option?

If you elect to participate in the stock option exchange program, you will receive one new stock option grant

Existing Eligible Options

Shares

One New Option

The number of shares subject to the new option will be determined by dividing the total number of option shares you surrender by three and rounding up to the nearest whole share

Example

NEW OPTION

Original New

Options Exchange Option

Share Ratio Shares

3,000 3 to 1 1,000

3,000 3 to 1 1,000

3,000 3 to 1 1,000

Total New Option Shares 3,000

Agile_Offer Presentation

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How will my new option vest?

Regardless of the vesting status of the eligible option(s) exchanged, your new option will vest in three equal installments (subject to your continued service on each date), as follows:

1/3 on December 31, 2005

1/3 on September 1, 2006 and

1/3 on June 1, 2007

Example:

Existing option – 900 shares

New option – 300 shares

The vesting of your new option would be as follows:

100 shares

12/1/05

100 shares

9/1/06

100 shares

6/1/07

The specific vesting schedule applicable to your new option is set forth in the personalized option summary you have already received

Agile_Offer Presentation

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How will the “value” of my new option compare to the value of my eligible options?

This will depend on the strike price of your eligible options and the price of Agile’s stock

Option Value

$6.50 $9.00 $13.00

Eligible Option Details Eligible New Eligible New Eligible New

3,000 shares @ $6.76/share $0 $ 6,500 $6,720 $9,000 $18,720 $13,000

3,000 shares @ $7.57/share $0 $ 6,500 $4,290 $9,000 $16,290 $13,000

3,000 shares @ $9.42/share $0 $6,500 $0 $9,000 $10,740 $13,000

Another way to look at this is that each of your eligible options will have a crossover point (in terms of Agile’s stock price) at which it will be more valuable than your new options…

Agile_Offer Presentation

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How do I determine what this crossover point is?

Option Exchange Calculator

This calculator can assist you in better understanding the economic tradeoffs presented by the Agile Stock Option Exchange Program by letting you calculate: (1) the number of shares that will be subject to your new option if you elect to exchange one or more existing options, and (2) the difference, at different Agile stock prices, between the value of an existing option and the value of the new option you will receive.

To use the calculator, simply type the number of shares subject to your existing option and the option exercise price in shaded fields below.

Number of Shares Exercise Price

Existing Option Grant: 3,000 $6.76

New Option: 1,000 $0.001

If Agile Stock Option Spread Restricted Stock Difference in

Price is: Value Value Value*

$4.00 $0 $3,999 $3,999

$5.00 $0 $4,999 $4,999

$6.00 $0 $5,999 $5,999

$7.00 $720 $6,999 $6,279

$8.00 $3,720 $7,999 $4,279

$9.00 $6,720 $8,999 $2,279

$10.00 $9,720 $9,999 $279

$11.00 $12,720 $10,999 ($1,721)

$12.00 $15,720 $11,999 ($3,721)

$13.00 $18,720 $12,999 ($5,721)

$14.00 $21,720 $13,999 ($7,721)

$15.00 $24,720 $14,999 ($9,721)

$16.00 $27,720 $15,999 ($11,721)

$17.00 $30,720 $16,999 ($13,721)

$18.00 $33,720 $17,999 ($15,721)

$19.00 $36,720 $18,999 ($17,721)

$20.00 $39,720 $19,999 ($19,721)

A positive number in this column means the restricted stock is more valuable at the indicated share price than the original option. A negative number means that the original option is more valuable.

Agile_Offer Presentation

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How do I determine what this crossover point is?

Option Exchange Calculator

This calculator can assist you in better understanding the economic tradeoffs presented by the Agile Stock Option Exchange Program by letting you calculate: (1) the number of shares that will be subject to your new option if you elect to exchange one or more existing options, and (2) the difference, at different Agile stock prices, between the value of an existing option and the value of the new option you will receive.

To use the calculator, simply type the number of shares subject to your existing option and the option exercise price in shaded fields below.

Number of Shares Exercise Price

Existing Option Grant: 3,000 $7.57

New Option: 1,000 $0.001

If Agile Stock Option Spread Restricted Stock Difference in

Price is: Value Value Value*

$4.00 $0 $3,999 $3,999

$5.00 $0 $4,999 $4,999

$6.00 $0 $5,999 $5,999

$7.00 $0 $ 6,999 $6,999

$8.00 $1,290 $7,999 $6,709

$9.00 $4,290 $8,999 $4,709

$10.00 $7,290 $9,999 $2,709

$11.00 $10,290 $10,999 $709

$12.00 $13,290 $11,999 ($1,291)

$13.00 $16,290 $12,999 ($3,291)

$14.00 $19,290 $13,999 ($5,291)

$15.00 $22,290 $14,999 ($7,291)

$16.00 $25,290 $15,999 ($9,291)

$17.00 $28,290 $16,999 ($11,291)

$18.00 $31,290 $17,999 ($13,291)

$19.00 $34,290 $18,999 ($15,291)

$20.00 $37,290 $19,999 ($17,291)

A positive number in this column means the restricted stock is more valuable at the indicated share price than the original option. A negative number means that the original option is more valuable.

Agile_Offer Presentation

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How do I determine what this crossover point is?

Option Exchange Calculator

This calculator can assist you in better understanding the economic tradeoffs presented by the Agile Stock Option Exchange Program by letting you calculate: (1) the number of shares that will be subject to your new option if you elect to exchange one or more existing options, and (2) the difference, at different Agile stock prices, between the value of an existing option and the value of the new option you will receive.

To use the calculator, simply type the number of shares subject to your existing option and the option exercise price in shaded fields below.

Number of Shares Exercise Price

Existing Option Grant: 3,000 $9.42

New Option: 1,000 $0.001

If Agile Stock Option Spread Restricted Stock Difference in

Price is: Value Value Value*

$4.00 $0 $3,999 $3,999

$5.00 $0 $4,999 $4,999

$6.00 $0 $5,999 $5,999

$7.00 $0 $6,999 $6,999

$8.00 $0 $7,999 $7,999

$9.00 $0 $8,999 $8,999

$10.00 $1,740 $9,999 $8,259

$11.00 $4,740 $10,999 $6,259

$12.00 $7,740 $11,999 $4,259

$13.00 $10,740 $12,999 $2,259

$14.00 $13,740 $13,999 $259

$15.00 $16,740 $14,999 ($1,741)

$16.00 $19,740 $15,999 ($3,741)

$17.00 $22,740 $16,999 ($5,741)

$18.00 $25,740 $17,999 ($7,741)

$19.00 $28,740 $18,999 ($9,741)

$20.00 $31,740 $19,999 ($11,741)

A positive number in this column means the restricted stock is more valuable at the indicated share price than the original option. A negative number means that the original option is more valuable.

Agile_Offer Presentation

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What are the important terms applicable to my new option?

The option you receive pursuant to the exchange will have an exercise price of $0.001 per share

The new option will represent the right to purchase 1/3rd the number of shares as the old options exchanged

The new option will vest in equal installments of 1/3rd each on December 1, 2005, September 1, 2007 and June 1, 2007, regardless of the vesting of the old options exchanged

To avoid adverse tax consequences in non-US jurisdictions, the structure of the new option you receive will differ depending on whether or not you are a United States employee (including US taxpayers employed in India)

Agile_Offer Presentation

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What are the tax implications?

Under existing tax authority, the exchange itself should not be a taxable event

If you are a US taxpayer, you will recognize ordinary income tax upon each vesting date of the shares subject to your new option. The specific tax consequences of your new option will depend on your personal circumstances

If you are not a US taxpayer, you will be taxed upon any exercise of your new option. The specific tax consequences of your new option will depend on your personal circumstances and tax jurisdiction

Please refer to the Exchange Offer and Summary of Tax Consequences documents for more specific tax information

In addition, we recommend that all employees consult their tax and financial advisors before participating in the exchange

Agile_Offer Presentation

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US/Non-US Structure Detail

U.S. EMPLOYEES (Including U.S. Taxpayers resident in India)

ELIGIBLE OPTIONS (EXERCISE PRICE $6.76+)

NEW OPTION (1/3 SHARES OF ELIGIBLE OPTION; $0.001 PRICE EXPIRES 11/30/2005)

NEW OPTION (1/3 SHARES OF ELIGIBLE OPTIONS; $0.001 EXERCISE PRICE; EXPIRES 2011)

NON U.S. EMPLOYEES

RESTRICTED STOCK

VESTING*: 1/3rd 12/01/2005; December 1, 2005; 1/3rd on September 1, 2006; 1/3rd on June 1, 2007

*For options held by employees outside of the U.S., “vesting” refers to the date on which the options are first exercisable. For restricted stock, “vesting” means the date on which the company’s right to reacquire the shares lapses.

Agile_Offer Presentation

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US/Non-US Detail (continued)

For US employees

Your new option will expire on November 30, 2005, but will be immediately exercisable in full for restricted stock

YOU WILL LOSE ALL RIGHTS TO YOUR NEW OPTION IF YOU DO NOT EXERCISE IT PRIOR TO NOVEMBER 30, 2005

If your Agile employment terminates prior to vesting, any unvested shares of restricted stock will be forfeited to Agile

For non-US employees, your new option will become exercisable as it vests and will remain exercisable for the term of the option (6 years), subject to earlier termination upon termination of your Agile employment for any reason

Agile_Offer Presentation

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Where can I find additional details about the exchange offer?

Document

Description

Exchange Offer

Legal document explaining the offer in detail (includes a list of common questions and answers regarding the exchange program)

Letter of Transmittal

Letter that you must sign to participate in the offer. This includes the election form used to indicate which eligible grants you wish to exchange

Withdrawal Form

Form used to rescind a previous election to exchange

Personalized Option Statement

Document that serves as your option grant history. All of your outstanding option grants are listed on it and it includes a summary of applicable tax consequences

You have been or will be provided with hard copies of the above materials. If you need additional copies, please contact Stock Administration at optionexchange@agile.com or (408) 284-4011 .

Agile_Offer Presentation

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Here are some important dates related to the exchange offer

Start date of the exchange offer

New US Options expire if not exercised

July 11, 005

August 19, 2005

November 30, 2005

December 1, 2005

First Vesting Date 1/3 of New Shares vest

Non-US Employee Options Expire

August 2011

End of exchange offer period- You must make your decision and promptly submit your election form before 12:00 midnight, Pacific Time on this date. If no form is received by this time, it will be presumed you elect not to participate in the exchange.

Old options exchanged will be cancelled and new options issued

Agile_Offer Presentation

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Agile cannot assist you in making your decision

This presentation is intended as an overview of key concepts.

Please review the more detailed information contained in the written Exchange Offer when evaluating the option exchange program

Participation in this offer is completely voluntary. You have sole discretion whether to exchange your outstanding options. Agile cannot assist you in making your decision, beyond describing the general terms and conditions of the offer

Additionally, Agile has not authorized anyone, either from within or outside the Company, to assist you in making your decision. We recommend you review the program materials and consult your own personal advisors

Agile_Offer Presentation

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Thank you for attending!

Thank you for attending this presentation. While securities laws prevent us from answering questions relating to your specific circumstance, your moderator can show you where your question(s) may be answered in the exchange offer documentation

You may also direct questions about the offer or request additional copies of the offer materials to Stock Administration at (408) 284-4011 or optionexchange@agile.com

Agile_Offer Presentation

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EX-99.(D)(3)

Exhibit (d)(3)

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 outstanding Common Stock as a class without the Company’s receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

8. Rights as a Stockholder, Employee, or Consultant. The holder of this option shall not have any Stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares. Further, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 7. If the Optionee is an Employee, the Optionee understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between the Company (or Parent or Subsidiary) and the Optionee, the Optionee’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Optionee any right to continue in the Service of the Company (or Parent or Subsidiary) or interfere in any way with any right of the Company (or Parent or Subsidiary) to terminate the Optionee’s Service as an Employee or Consultant, as the case may be, at any time.

9. Manner of Exercising Option. In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee must execute and deliver the Stock Purchase Agreement attached hereto as Exhibit B and must pay the applicable exercise price in cash or check made payable to the Company. As soon as practical after the Exercise Date, the Company shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.

10. Successors and Assigns. Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Optionee, Optionee’s assigns and the legal representatives, heirs and legatees of Optionee’s estate.

11. Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

12. Construction. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.

13. Integrated Agreement. The Grant Notice, this Agreement, the Stock Purchase Agreement and the Plan constitute the entire understanding and agreement between the Optionee and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Optionee and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any exercise of this option and shall remain in full force and effect.

14. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

15. Termination or Amendment. The Board may terminate or amend or this option at any time; provided, however, that except as provided in Paragraph 6 in connection with a Corporate Transaction, no such termination or amendment may adversely affect this option or any unexercised portion hereof without the consent of the Optionee unless such termination or amendment is necessary to comply with any applicable law or government regulation or is required to enable this option, if designated an Incentive Option in the Grant Notice, to qualify as an Incentive Option. No amendment or addition to this Agreement shall be effective unless in writing.

EXHIBIT B

STOCK PURCHASE AGREEMENT

AGILE SOFTWARE CORPORATION

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is entered into as of this          day of                     , 2005, by and between Agile Software Company, a Delaware corporation (“Agile” or the “Company”), and                                  (“Optionee”) Company. All capitalized terms not defined in this Stock Purchase Agreement shall have the meaning assigned to them in the Plan, the attached Grant Notice or the attached Stock Option Agreement.

1. Exercise. Optionee hereby purchases                      shares of Common Stock (the “Purchased Shares”) at a purchase price of $0.001 per share (the “Exercise Price”) or $             in total (the “Aggregate Purchase Price”) pursuant to that certain stock option (the “Option”) granted Optionee on [                    , 2005] (the “Grant Date”) .

2. Payment. Concurrently with the delivery of this Stock Purchase Agreement to the Company, Optionee shall pay the Aggregate Exercise Price in cash or via check accordance with the provisions of the Option Agreement and shall deliver whatever additional documents may be required by the Option Agreement as a condition for exercise, together with a duly-executed blank Assignment Separate from Certificate (in the form attached hereto as Exhibit I) with respect to the Purchased Shares.

3. Shareholder Rights. Until such time as the Company exercises the Reacquisition Right, Optionee (or any successor in interest) shall have all the rights of a shareholder (including voting and dividend rights) with respect to the Purchased Shares subject, however, to the Reacquisition Right.

4. Grant of Reacquisition Right. The Company is hereby granted the right (the “Reacquisition Right”) to reacquire for no consideration all of the Purchased Shares in which Optionee is not, at the time of his or her cessation of Service, vested in accordance with the Vesting Schedule specified in the Grant Notice or the special acceleration provisions of Paragraph 9 of this Stock Purchase Agreement (such shares to be hereinafter referred to as the “Unvested Shares”). Unvested Shares shall be held in escrow until the Company’s Reacquisition Right lapses. At such time, sufficient shares to satisfy all tax withholding obligations shall be withheld by the Company. The Company may take any steps it deems necessary to signify the Unvested Shares subject to escrow.

5. Exercise of the Reacquisition Right. The Reacquisition Right shall automatically be exercised effective upon Optionee’s cessation of Service as to all Purchased Shares that are at such date Unvested Shares.

6. Termination of the Reacquisition Right. The Reacquisition Right shall terminate and cease to be exercisable with respect to any and all Purchased Shares in which Optionee vests in accordance with the Vesting Schedule or in accordance with Paragraph 9 hereof.

7. Tax Withholding. Employee acknowledges that the Company has tax withholding obligations at each vesting date based upon the spread between the purchase price of the shares then vesting and the fair market value of such shares on the vesting date. Optionee agrees that the Company may withhold a sufficient number of Purchased Shares to cover all tax withholding obligations, with the withheld shares to be valued at the fair market value on the vesting date.

8. Recapitalization. Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company’s outstanding Common Stock as a class without the Company’s receipt of consideration (“Recapitalization”) distributed with respect to the Purchased Shares shall be immediately subject to the Reacquisition Right, but only to the extent the Purchased

Shares are at the time covered by such right. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased Shares subject to this Stock Purchase Agreement and to the price per share to be paid upon the exercise of the Reacquisition Right in order to reflect the effect of any such Recapitalization upon the Company’s capital structure; provided, however, that the aggregate purchase price shall remain the same.

9. Corporate Transaction.

(a) The Reacquisition Right shall automatically terminate in its entirety, and all the Purchased Shares shall vest in full, immediately prior to the consummation of any Corporate Transaction, except to the extent the successor entity in such Corporate Transaction assumes the Plan and any options and/or restricted stock issued under the Plan.

(b) To the extent the Reacquisition Right remains in effect following a Corporate Transaction, such right shall apply to any new securities or other property (including any cash payments) received in exchange for the Purchased Shares in consummation of the Corporate Transaction, but only to the extent the Purchased Shares are at the time covered by such right. The new securities or other property (including any cash payments) issued or distributed with respect to the Purchased Shares in consummation of the Corporate Transaction shall be immediately deposited in escrow with the Company (or the successor entity) and shall not be released from escrow until Optionee vests in such securities or other property in accordance with the same Vesting Schedule in effect for the Purchased Shares.

(c) To the extent the Reacquisition Right remains in effect following 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.

10. Restriction on Transfer. Except for any transfer of title to the Purchased Shares effected pursuant to Optionee’s will or the laws of intestate succession following Optionee’s death (“Permitted Transfer”), Optionee shall not transfer, assign, encumber or otherwise dispose of any of the Purchased Shares which are subject to the Reacquisition Right.

11. Transferee Obligations. Each person (other than the Company) to whom the Purchased Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such person is bound by the provisions of this Stock Purchase Agreement and that the transferred shares are subject to the Reacquisition Right to the same extent such shares would be so subject if retained by Optionee.

12. Assignment. The Company may assign the Reacquisition Right to any person or entity selected by the Board, including (without limitation) one or more shareholders of the Company.

13. No Employment or Service Contract. Nothing in this Stock Purchase Agreement 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.

14. Notices. Any notice required to be given under this Stock Purchase Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signature line on this Stock Purchase Agreement or at such other address as such party may designate by ten (10) days advance written notice under this paragraph to all other parties to this Stock Purchase Agreement.

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15. No Waiver. The failure of the Company in any instance to exercise the Reacquisition Right shall not constitute a waiver of any other repurchase rights that may subsequently arise under the provisions of this Stock Purchase Agreement or any other agreement between the Company and Optionee or Optionee’s spouse. No waiver of any breach or condition of this Stock Purchase Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

16. Cancellation of Shares. If the Company shall make available, at the time and place and in the amount and form provided in this Stock Purchase Agreement, the consideration for the Purchased Shares to be reacquired in accordance with the provisions of this Stock Purchase Agreement, then from and after such time, the person from whom such shares are to be reacquired shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Stock Purchase Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Company shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Stock Purchase Agreement.

17. Optionee Undertaking. Optionee hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Optionee or the Purchased Shares pursuant to the provisions of this Stock Purchase Agreement.

18. Agreement is Entire Contract. This Stock Purchase Agreement and the attached Grant Notice and Stock Option Agreement constitute the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms of the Plan.

19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without resort to that State’s conflict-of-laws rules.

20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

21. Successors and Assigns. The provisions of this Stock Purchase Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon Optionee, Optionee’s assigns and the legal representatives, heirs and legatees of Optionee’s estate, whether or not any such person shall have become a party to this Stock Purchase Agreement and have agreed in writing to join herein and be bound by the terms hereof.

22. Power of Attorney. Optionee’s spouse hereby appoints Optionee his or her true and lawful attorney in fact, for him or her and in his or her name, place and stead, and for his or her use and benefit, to agree to any amendment or modification of this Stock Purchase Agreement and to execute such further instruments and take such further actions as may reasonably be necessary to carry out the intent of this Stock Purchase Agreement. Optionee’s spouse further gives and grants unto Optionee as his or her attorney in fact full power and authority to do and perform every act necessary and proper to be done in the exercise of any of the foregoing powers as fully as he or she might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that Optionee shall lawfully do and cause to be done by virtue of this power of attorney.

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IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement on the day and year first indicated above.

AGILE SOFTWARE CORPORATION

By:

Title:                                                                                              

Address: 

OPTIONEE

By:

Title:                                                                                              

Address: 

Address: 

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SPOUSAL ACKNOWLEDGMENT

The undersigned spouse of Optionee has read and hereby approves the foregoing Stock Purchase Agreement. In consideration of the Company’s granting Optionee the right to acquire the Purchased Shares in accordance with the terms of such Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms of such Agreement, including (without limitation) the right of the Company (or its assigns) to purchase any Purchased Shares in which Optionee is not vested and the right of the Company (or its assigns) to purchase any and all interest or right the undersigned may otherwise have in the Purchased Shares pursuant to community property laws or other marital property rights.

OPTIONEE’S SPOUSE

Address: 

EXHIBIT I

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED                      hereby sell(s), assign(s) and transfer(s) unto Agile Software Company (the “Company”),              (            ) shares of the Common Stock of the Company standing in his or her name on the books of the Company represented by Certificate No.              herewith and do hereby irrevocably constitute and appoint              Attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Dated:             

Signature 

Instruction: Please do not fill in any blanks other than the signature line. Please sign exactly as you would like your name to appear on the issued stock certificate. The purpose of this assignment is to enable the Company to exercise the Reacquisition Right without requiring additional signatures on the part of Optionee.

EXHIBIT C

STOCK OPTION PLAN

EX-99.(D)(4)

Exhibit (d)(4)

Grant #«NUM»

AGILE SOFTWARE CORPORATION

NOTICE OF GRANT OF STOCK OPTION

2005 Stock Option Exchange—Non-US Employees

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

Optionee: «FIRST_NAME» «MIDDLE_NAME» «LAST_NAME»

Grant Date: «OPTION_DATE»

Exercise Price: $0.001 per share

Number of Option Shares: «SHARES_GRANTED» shares

Expiration Date: «EXPIRATION_DATE»

Type of Option: Non-Qualified Stock Option

Date Exercisable: Upon Vest

Vesting Schedule: Except as otherwise provided in the Plan or the Stock Option Agreement (attached hereto as Exhibits A and C), the Option Shares shall vest and become exercisable as follows:

                     [1/3^rd of total] shares will vest on December 1, 2005;

                     [1/3^rd of total] shares will vest on September 1, 2006;

                     [1/3^rd of total] shares will vest on June 1, 2007;

Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Notice of Exercise and Stock Option Agreement attached hereto as Exhibit A and the Agile Software Corporation [1995 Stock Option Plan][or][2000 Non-Statutory Stock Option Plan] (the “Plan”), a copy of which is attached hereto as Exhibit B.

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 Corporation (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 in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement.

	AGILE SOFTWARE CORPORATION
	«FIRST_NAME» «MIDDLE_NAME» «LAST_NAME»,
OPTIONEE
	Employee ID: «ID» «ADDRESS_LINE_1» «ADDRESS_LINE_2» «ADDRESS_LINE_3» «CITY», «STATE» «ZIP_CODE» «COUNTRY»

ATTACHMENTS

Exhibit A—Stock Option Plan

Exhibit B—Notice of Exercise and Option Agreement

EXHIBIT A

NOTICE OF EXERCISE

I hereby notify Agile Software Corporation (the “Company”) that I elect to purchase                      shares of the Company’s Common Stock (the “Purchased Shares”) at the option exercise price of $             per share (the “Option/Exercise Price”) pursuant to that certain option (the “Option”) granted to me on [DATE].

Enclosed is a check payable to “Agile Software Corporation” in the amount of the Exercise Price for the Purchased Shares in accordance with the provisions of my agreement with the Company (or other documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for exercise.

Date

	Signature
	Print Name
	Address:
Social Security Number:
Print name in exact manner it is to appear on the stock certificate:

Return form to Stock Administration via

U.S. Mail or fax to 408.284.3620.

AGILE SOFTWARE CORPORATION

NONSTATUTORY 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 Corporation (or any Parent or Subsidiary).

B. Optionee is to render valuable services to the Corporation (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 Corporation’s grant of an option to Optionee.

C. All capitalized terms in this Agreement shall have the meaning assigned to them in the Plan.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option. The Corporation 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 the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5, 6, or 16.

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 become exercisable for the Option Shares in one or more installments in an amount not to exceed the number of vested Option Shares (as determined pursuant to the Vesting Schedule) less the number of Option Shares previously acquired upon exercise of this option. As the option becomes exercisable for such installments, those installments shall accumulate and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the option term under Paragraph 5, 6, or 16.

5. Cessation of Service. The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable:

(a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this option is outstanding, then Optionee shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this option, but in no event shall this option be exercisable at any time after the Expiration Date.

(b) Should Optionee die while this option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the option is transferred pursuant to Optionee’s will or in accordance with the laws of descent and distribution shall have the right to exercise this option. Such right shall lapse and this option shall cease to be outstanding upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Optionee’s death or (ii) the Expiration Date.

(c) Should Optionee cease to remain in Service by reason of Disability while this option is outstanding, then Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date.

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(d) Notwithstanding the foregoing, if the exercise of this option within the applicable time period set forth in Paragraph 5(a), (b), or (c) is prevented by Paragraph 10, then this option shall remain exercisable until three (3) months after the date Optionee is notified by the Corporation that this option is exercisable. In no event shall this option be exercisable at any time after the Expiration Date.

(e) During the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares which were vested at the time of Optionee’s cessation of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any vested Option Shares for which the option has not been exercised. To the extent Optionee is not vested in the Option Shares at the time of Optionee’s cessation of Service, this option shall immediately terminate and cease to be outstanding with respect to those shares.

(f) Should Optionee’s Service be terminated for Misconduct, then this option shall terminate immediately and cease to remain outstanding.

6. Accelerated Vesting.

(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 so that this option shall, immediately prior to the effective date of the Corporate Transaction, become fully exercisable for all of those Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. 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 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 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. Further, notwithstanding anything stated in Paragraph 5 to the contrary, this Option shall remain exercisable until the earlier of: (i) the Expiration Date, or (ii) the expiration of the one (1)-year period measured from the date of the Involuntary Termination.

(f) This Agreement shall not in any 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.

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

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outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.

8. Rights as a Stockholder, Employee, or Consultant. The holder of this option shall not have any Stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares. Further, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 7. If the Optionee is an Employee, the Optionee understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between the Corporation (or Parent or Subsidiary) and the Optionee, the Optionee’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Optionee any right to continue in the Service of the Corporation (or Parent or Subsidiary) or interfere in any way with any right of the Corporation (or Parent or Subsidiary) to terminate the Optionee’s Service as an Employee or Consultant, as the case may be, at any time.

9. Manner of Exercising Option.

(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions:

(i) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:

(A) cash or check made payable to the Corporation; or

(B) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) 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, local, and foreign 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.

(ii) Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state, local, and foreign income and employment tax withholding requirements applicable to the option exercise.

(b) As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.

(c) In no event may this option be exercised for any fractional shares.

10. Compliance with Laws and Regulations.

(a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance.

(b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals.

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11. Successors and Assigns. Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee’s assigns and the legal representatives, heirs and legatees of Optionee’s estate.

12. Notices. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

13. Construction. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.

14. Integrated Agreement. The Grant Notice and this Agreement constitute the entire understanding and agreement between the Optionee and the Corporation with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Optionee and the Corporation with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any exercise of this option and shall remain in full force and effect.

15. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

16. Termination or Amendment. The Board may terminate or amend or this option at any time; provided, however, that except as provided in Paragraph 6 in connection with a Corporate Transaction, no such termination or amendment may adversely affect this option or any unexercised portion hereof without the consent of the Optionee unless such termination or amendment is necessary to comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing.

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