Charter for the Compensation Committee
of the Board of Directors
I. Overview

            The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Agile Software Corporation (the “Company”) is appointed by the Board to discharge the Board’s responsibilities relating to certain compensation and benefits matters as more fully described below.

II. Organization and Membership Requirements

            The Committee shall be comprised of at least two directors. Each committee member shall satisfy the independence requirements of the Nasdaq Stock Market, Inc. A director shall not serve as a member of the Committee if the Chief Executive Officer or another executive officer of the Company serves on the compensation committee of another company that employs that directors as an executive officer.

            The members shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee and shall serve until their successors are duly elected and qualified or their earlier resignation or removal. Any member of the Committee may be replaced by the Board on the recommendation of the Nominating and Corporate Governance Committee. Unless a chairman is elected by the Board, the members of the Committee may designate a chairman by the majority vote of the full Committee membership. The Committee may from time to time delegate duties or responsibilities to subcommittees or to one or more members of the Committee.

III. Meetings

            The Committee shall meet as often as it deems appropriate, but not less frequently than once each quarter. The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

            A majority of the members shall represent a quorum of the Committee. Any action taken must be approved by at least a majority of the members of the Committee to represent the valid action of the Committee. Any actions taken by the Committee during any period in which one or more members fail for any reason to meet the membership requirements set forth above shall be nonetheless duly authorized actions of the Committee for all corporate purposes.

            The Committee may take action by written consent provided that any such action, to be effective, must be unanimously approved by the members of the Committee. Actions taken by written consent shall be deemed effective when the latest consent is executed.

IV. Authority and Responsibilities

            The Committee shall have the authority and responsibility to:

1.       Review and approve all compensation for the Chief Executive Officer, other Officers and directors, including incentive-based and equity-based compensation. (As used in this Charter, the term “Officer” has the meaning ascribed to it in Rule 16a-2(f) under the Securities Exchange Act of 1934, as amended.) In connection therewith, the Committee shall periodically review and advise the Board concerning both regional and industry-wide compensation practices and trends in order to assess the adequacy and competitiveness of the Company’s compensation programs for the CEO, other Officers and directors relative to comparable companies in the Company’s industry and geographic locations.

2.       Develop annual and/or quarterly performance objectives and goals relevant to the compensation of the Chief Executive Officer and other Officers and evaluate the performance of the Chief Executive Officer and other Officers in light of these goals and objectives.

3.       Administer the Company’s equity-based incentive plans. The delegation of authority to administer such plans is exclusive to the Compensation Committee as it relates to Officers and directors, and non-exclusive as it relates to other eligible participants in such plans.

4.       Periodically review with the CEO and other senior management the Company’s compensation philosophy and policies as they relate to individuals other than the Officers and directors.

5.       Approve all employment, severance, or change-in-control agreements, special or supplemental benefits, or provisions including the same, applicable to Officers.

6.       Perform such other activities consistent with this Charter, the Company’s Bylaws and governing law, as the Committee or the Board deems necessary or appropriate.

7.       Review and reassess the adequacy of this Charter as appropriate and recommend any proposed changes to the Board for approval.

8.       Establish criteria for review of the Committee’s performance and evaluate the Committee’s performance annually.

9.       Make regular reports to the Board of Directors regarding the foregoing.

10.    Produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.

            In carrying out its duties hereunder, the Committee shall have the authority to obtain advice or assistance from consultants, legal counsel, accounting or other advisors, including the authority to retain or terminate any consulting firm used to evaluate director, CEO or executive compensation, and to approve the terms of engagement, and the fees and costs of such consultants and advisors. The fees and costs of any consultant or advisor engaged by the Committee shall be borne by the Company.