MIME-Version: 1.0 Content-Location: file:///C:/251A5EF2/chtr_typea_103662.htm Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii" Charter of the Audit Committee
Charter o= f the Audit Committee
of the Board of Directors

        &= nbsp;   The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Agile Software Corporation (the “Company̶= 1;) is appointed by the Board to oversee the accounting and financial reporting processes of the Company and the audit of the Company’s annual financ= ial statements.

        &= nbsp;   Management of the Company is responsible for the preparation, presentation and integri= ty of the Company’s financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles, policies, internal controls and procedures designed to assure compliance wi= th accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out proper audits and reviews, including reviews of the Company’s quarterly financial statements prior to the filing of each quarterly report on Form 10R= 09;Q, and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees = of the Company and are not, and do not represent themselves to be, accountants= or auditors by profession or experts in the fields of accounting and auditing.= It is not the duty or responsibility of the Audit Committee or its members to conduct any type of auditing or accounting review or procedure, and each me= mber of the Audit Committee shall be entitled to rely on (i= ) the integrity of those persons and organizations within and outside the Company that it receives information from and (ii) the accuracy of the financi= al and other information provided to the Audit Committee by such persons or organizations, absent actual knowledge to the contrary (which shall be prom= ptly reported to the Board of Directors).

        &= nbsp;   The Company shall provide appropriate funding, as determined by the Committee, = to permit the Committee to perform its duties under this Charter, to compensate its advisors and to compensate any registered public accounting firm engaged for the purpose of rendering or issuing an audit opinion or related work or performing other audit, review or attestation services for the Company. The Committee, may initiate special investigations, and hire special legal, accounting or other outside advisors or experts to assist the Committee as = it deems necessary to fulfill its duties under this Charter.=


   &= nbsp;        The Committee shall be comprised of three or more directors selected by the Boa= rd, each of whom shall satisfy the independence and experience requirements of = The Nasdaq Stock Market, Inc. = (“Nasdaq”), and the rules and regulations of the = SEC. At least one member of the Audit Committee shall be a financial expert as determined by the Board in accordance with the definitions set forth in the rules and regulations of the SEC. Each member of the Committee must be able= to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement.

&= nbsp;           The memb= ers of the Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee and shall serve until their successors = are duly elected and qualified or their earlier resignation or removal. Any mem= ber of the Committee may be replaced by the Board on the recommendation of the Nominating and Governance Committee. Unless a chairman is elected by the fu= ll Board, the members of the Committee may designate a chairman by majority vo= te of the full Audit Committee membership.


   &= nbsp;        The Committee shall meet as often as it determines but not less frequently than quarterly. The Committee may form and delegate authority to subcommittees, = or to one or more members of the Committee, when appropriate.


To fulfill its responsibili= ties and duties, the Committee shall:

A.  = ;            &n= bsp;  Oversight of the Company’s Independent Auditors<= /i>

1.      = Be direc= tly and solely responsible for the appointment, compensation, retention, oversi= ght (including resolution of disagreements between management and the independe= nt auditors regarding financial reporting) and, if necessary, termination and replacement of any independent auditors engaged by the Company. =

2.      = Evaluate annually the independence, qualifications and performance of the independent auditors and report to the Board on its conclusions, together with any recommendations for additional action.

3.      = Approve = in advance the engagement of the independent auditors, including fees and other terms of any such engagement, for all audit services and non-audit services= in accordance with applicable law (including SEC and Nasdaq rules). The Committee may establish pre-= approval policies and procedures for any engagement to render such services.

4.      = Periodic= ally review and discuss with the independent auditors (i) the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, and (ii) any formal written statements receiv= ed from the independent auditors consistent with and in satisfaction of Independence Standards Board Standard No. 1, as amended, including without limitation, descriptions of (x) all relationships between the auditors and = the Company, (y) any disclosed relationships or services that may impact the independent auditors’ objectivity or independence, and (z) whether an= y of the Company’s senior finance personnel were recently employed by the independent auditors.

5.      = Meet wit= h the independent auditors prior to the audit to discuss the planning and staffin= g of the audit.

6.      = Consult = with the independent auditors to ensure the rotation of the lead audit partner having primary responsibility for the audit and the audit partner responsib= le for reviewing the audit every five years.

B.  = ;            &n= bsp;  Review of Financial Reporting, Policies and Processes<= /i>

1.      = Review w= ith management and the independent auditors signific= ant risks and exposures, complex or unusual transactions, audit activities, and audit findings, and any significant judgments made in management’s preparation of the financial statements.

2.      = Review w= ith management and the independent auditors the Company’s audited financi= al statements, and any certification, report, opinion or review rendered by the independent auditors.

3.      = Review a= nd discuss with management and the independent auditors the Company’s quarterly financial statements.

4.      = Review a= nd discuss with management and the independent auditors the Company’s disclosure under “Management’s Discussion and Analysis of Finan= cial Condition and Results of Operations” appearing in the Company’s periodic reports.

5.      = Review a= nd discuss with management the financial results prior to issuance of earnings press releases.

6.      = Periodic= ally meet separately with management and with the independent auditors in separa= te sessions to discuss any matters that the Committee, management or the independent auditors believe should be discussed privately with the Committ= ee.

7.      = Review w= ith the independent auditors any significant difficulties encountered during the course of the audit, any restrictions on the scope of work or access to required information, any significant disagreement among management and the independent auditors in connection with the preparation of the financial statements, and any accounting adjustments that were noted or proposed by t= he auditors but that were “passed” (as immaterial or otherwise). Review any “management” or “internal control” lette= r or schedule of unadjusted differences issued, or proposed to be issued, by the independent auditors to the Company, or any other material written communication provided by the independent auditors to the Company’s management.

8.      = Review w= ith the independent auditors the critical accounting policies and practices use= d by the Company, any alternative treatments of financial information within generally accepted accounting principles that the independent auditors have discussed with management, the ramifications of the use of such alternative disclosures and treatments. Review with management and the independent audi= tors any significant judgments made in management’s preparation of the financial statements and the view of each as to the appropriateness of such judgments.

9.      = Review w= ith management its assessment of the effectiveness, integrity and adequacy of t= he Company’s internal control structure and procedures for financial reporting (“Internal Controls”) and, when relevant SEC rules ar= e in effect, review annually with the independent auditors the attestation to and report on the assessment made by management.

10.    Review w= ith management its evaluation of the Company’s procedures and controls designed to assure that information required to be disclosed in its periodic public reports is recorded, processed, summarized and reported in such repo= rts within the time periods specified by the SEC for the filing of such reports (“Disclosure Controls”).

11.    Review a= nd discuss with management and the independent auditors any off-balance sheet transactions or structures, their effect on the Company’s financial results and operations, and the disclosure of such transactions and structu= res in the Company’s public filings.

12.    Review w= ith management and the independent auditors the effect of regulatory and accoun= ting initiatives on the financial statements.

C. Risk Management, Related-Party Transactions, Legal Compliance and Et= hics

1.      = Review w= ith the chief executive officer and chief financial officer of the Company as w= ell as the independent auditors any report on significant deficiencies in the design or operation of the Internal Controls and any fraud that involves management or other employees who have a significant role in the Company’s Internal Controls.

2.      = Review a= nd approve any related-party transactions, after reviewing each such transacti= on for potential conflicts of interests and other improprieties.

3.      = Establish procedures for the receipt, retention and treatment of complaints received = by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Com= pany of concerns regarding questionable accounting or auditing matters.

4.      = In consultation with the Nominating and Governance Committee, consider and pre= sent to the Board for adoption a Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting office= r or controller, and persons performing similar functions, including procedures = for monitoring and enforcing compliance with or granting waivers of the Code of Ethics, and provide for prompt disclosure to the public of any change in, or waiver of such Code of Ethics as may be required by SEC or Nasdaq rules and regulations.

5.      = Prepare = the report required by the rules of the SEC to be included in the Company’= ;s annual proxy statement.

6.      = Regularly report to the Board on the Committee’s activities, recommendations and conclusions.

7.      = Periodic= ally review and reassess the Charter’s adequacy and recommend any proposed changes to the Board for approval.