Exhibit 10.20(c)
AMENDMENT TO
MANAGEMENT CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT
is dated the 17 th day of April, 2007, by and between
EVOLVING SYSTEMS, INC. (“Company”) and ANITA
T. MOSELEY (“Executive”).
WHEREAS, the Board of Directors of
the Company has approved an amendment to the Management Change in
Control Agreement (“Agreement”) to increase the amount
of severance compensation and to modify the definition of the
“Severance Period” and “Severance
Compensation” as described in Section 4 of the
Agreement.
NOW, THEREFORE, in consideration of
the mutual terms and conditions described herein, the parties agree
as follows:
(1)
Section 4 of the Agreement is
deleted, the following provision inserted in its place and
stead:
COMPENSATION PAYABLE UPON
QUALIFIED TERMINATION. Upon the occurrence of a Qualified Termination,
the Company shall pay to Executive all amounts earned or accrued
through the Qualified Termination date, including, without
limitation (a) base salary, (b) a prorated portion of any earned
incentive compensation, (c) compensation for unused paid time off,
and (d) reimbursement for reasonable and necessary expenses
incurred by Executive on behalf of the Company during the period
ending on the Qualified Termination date. Company shall also
pay Executive an amount equal to one hundred fifty percent (150%)
of Executive’s annual base salary, plus One Hundred Fifty
Percent (150%) of Executive’s annual incentive compensation
target (excluding commission targets), determined at the time of
the Qualified Termination or as of the date of the Change
i
