EXHIBIT (a)(5)(ii) EVOLVE SOFTWARE, INC. 2000 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • December 5th, 2001 • Evolve Software Inc • Services-prepackaged software • Delaware
FORM OF PROMISE TO GRANT STOCK OPTION(S) --------------------------------Evolve Software Inc • December 5th, 2001 • Services-prepackaged software
In exchange for your agreement to cancel certain stock options ("Old Option(s)") you received from Evolve Software, Inc. ("Evolve"), Evolve hereby promises to grant you a stock option or options, as applicable, covering _________ shares of Evolve's common stock on July 8, 2002 (the "New Option(s)"), which is the same number of shares subject to the options which you tendered for exchange and which were cancelled on January 4, 2002. The exercise price of each New Option will be the closing price of Evolve's common stock as listed on the Nasdaq National Market on July 8, 2002, except as otherwise set forth in the Exchange Offer Documents (as defined below). Each New Option will vest according to the same vesting schedule as the Old Option it replaces, subject to your continued employment with Evolve, as described below. Each New Option will otherwise be subject to the standard terms and conditions under Evolve's 2000 Stock Plan and applicable form of stock option agreement.
