EXHIBIT 10.1

Form Compensation Agreement

The Compensation Package in this memorandum has been submitted to and approved by the Compensation Committee of the Board of Directors of Evolving Systems, Inc.  This Compensation Plan (the “Plan”) is effective during calendar year 2007, and is provided to you to give you information regarding compensation offered to you as [Insert Title].  This Plan supersedes all prior Compensation plans or other compensation agreements, oral or written, you have with the Company, other than stock options previously granted to you, the Management Change in Control Agreement, as amended, and the Indemnification Agreement which shall continue in full force and effect .  Your Plan includes a base salary paid in accordance with the normal payroll practices of Evolving Systems, as well as eligibility for quarterly and annual incentive compensation.

This Plan is not a contract of employment and shall not be construed to guarantee employment for any particular period of time.  All Evolving Systems’ employees are employed at will.  You, or Evolving Systems, may terminate the employment relationship at any time, with or without notice, for any reason or no reason.  The Plan may be changed or discontinued by the Company at any time with or without prior notice.

I.  Compensation

Incentive Compensation

Incentive Compensation will be paid in five (5) equal payments, based upon attainment of defined Company quarterly and annual revenue results (“Incentive Targets”) established by the Board of Directors. In the event the Company exceeds the Incentive Targets established by the Board of Directors, Incentive Compensation in excess of 100% of your potential quarterly or annual percentage will be paid up to 150% of your quarterly or annual Potential Incentive Compensation. Incentive Compensation will only be paid if following payment the Company is also in compliance with its banking covenants at the end of the applicable quarter, or, in the case of the annual Incentive Compensation payment, on December 31, 2007.

In the event your employment terminates prior to the end of any calendar quarter, for reasons other than Cause (as described below), the Quarterly Incentive Compensation that would have been paid to you at the end of the calendar quarter will be pro-rated to the date of termination of your employment.  There will be no pro-ration for the Annual Incentive Compensation; you must be employed by the Company on December 31, 2007, to be eligible for the Annual Incentive Compensation amount.

II.            Severance

1)            In the event your employment is terminated by the Company other than for (a) Cause; (b) Disability; or (c) death, you will be paid severance compensation in an amount equal to [insert applicable amount: (3)(6)(9) months] of your then current Base Salary.

2)               “Cause” and “Disability” for purposes of the severance provisions described in this Section II shall mean:

(a) “Cause” shall mean:

(i)                                      Willful action or failure to act by you that in the reasonable opinion of the Board of Directors materially injures the reputation, business or business relationships of the Company or any of its officers, directors or executives and such action or failure is not remedied or reasonable steps to effect such remedy are not commenced within ten (10) days following receipt of written notice;

(ii)                             Your failure to perform your duties or to follow the reasonable directions of the Board of Directors of the Company within ten (10) business days after receipt by you of written notice of such failure;

(iii)                                Any act involving moral turpitude or a crime, other than a vehicle offense (excepting vehicular manslaughter), which could reflect in some material fashion unfavorably upon the business or business relationships of the Company or any of its officers, directors or executives.

(b)           “Disability” shall mean a physical or mental impairment that substantially limits a major life activity, other than on a temporary basis, which prevents you from performing the essential functions of your job for any period, and for which no reasonable accommodation can be made. As an officer of the Company, you are considered a “key employee” under