Amendment No. 1 to Asset Purchase Agreement among Primavera Software, Inc., Primavera Systems, Inc., and Evolve Software, Inc.

Summary

This amendment updates the original Asset Purchase Agreement dated March 19, 2003, between Primavera Software, Inc., Primavera Systems, Inc., and Evolve Software, Inc. It allows the purchaser to offer employment to the seller’s employees at any time after signing the agreement, with offers contingent on the deal closing and subject to standard hiring practices. Employment offers must be for similar roles and base salaries, mainly in San Francisco. All other terms of the original agreement remain unchanged.

EX-2.2 4 doc3.txt AMENDMENT #1 TO THE ASSET PURCHASE AGREEMENT BY AND AMONG PRIMAVERA SOFTWARE, INC. PRIMAVERA SYSTEMS, INC. AND EVOLVE SOFTWARE, INC. This Amendment #1 (the "Agreement") to the Asset Purchase Agreement, dated March 26, 2003, by and among between PRIMAVERA SOFTWARE, INC., PRIMAVERA SYSTEMS, INC. and EVOLVE SOFTWARE, INC. BACKGROUND ---------- The parties hereto entered into that certain Asset Purchase Agreement dated March 19, 2003 (the "Original Agreement"). The parties desire to amend the Original Agreement to provide that the Purchaser thereunder may offer employment (conditional upon the consummation of the transactions contemplated by the Original Agreement) to the Seller's employees at any time following the execution and delivery of the Original Agreement. Such amendment is intended to be effective as of the date of the Original Agreement. NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements set forth in the Original Agreement and set forth herein, and intending to be legally bound hereby, covenant and agree as follows: 1. The second sentence of Section 7.9(a) shall be deleted in its entirety and replaced with the following: "Purchaser shall be permitted to offer employment to such employees of Seller as designated by Purchaser, such employment being conditional upon the consummation of the transactions contemplated hereby, at any time after the execution, and delivery of this Agreement, whom Purchaser desires to employ in connection with the purchase of the Acquired Business, on terms provided by Purchaser; provided that (i) such offers (other than sales -------- ---- personnel and consultants not currently based in the City of San Francisco) shall be made for positions located in the City of San Francisco, (ii) each such offeree would be offered a similar position in a similar role as such offerees enjoyed with Seller and (iii) the base salary compensation (this excludes benefits, vacation, sick time, personal time, bonuses, commissions and any other remuneration outside of base salary compensation) for each offeree shall be substantially similar to his or her existing base salary compensation with the Seller and provided further that each such offer -------- ------- shall be contingent on completion of the Closing and on the offeree's compliance with the standard hiring practices of Purchaser." 2. It is understood and agreed by the parties that the amendment described in paragraph 1 above shall be effective as of March 19, 2003. 3. Any capitalized term utilized but not defined herein shall have the meaning ascribed to such term as set forth in the Original Agreement. 4. Except as specifically set forth in this Agreement, the Original Agreement shall remain in full fore and effect. IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and year first written above. PRIMAVERA SOFTWARE, INC. By: /s/ Mitchell Codkind --------------------------------- Name: Mitchell Codkind Title: Vice President of Finance & CFO PRIMAVERA SYSTEMS, INC. By: /s/ Mitchell Codkind --------------------------------- Name: Mitchell Codkind Title: Vice President of Finance & CFO EVOLVE SOFTWARE, INC. By: /s/ Linda Zecher --------------------------------- Name Linda Zecher Title: President SIGNATURE PAGE TO AMENDMENT #1 TO THE ASSET PURCHASE AGREEMENT