EX-10.6



 Exhibit 10.6 

November 19, 2007 
 L. Evan
Ellis, Jr. 
 Dear Evan: 

I am pleased to offer you a position with Xactly Corporation (the “Company”) as our Senior Vice President Worldwide
Operations. You will report directly to me and be a member of the Executive Team. If you decide to join us, you will receive an annual base salary of $200,000, which will be paid semi-monthly in accordance with the Company’s normal payroll
procedures. You will be eligible for an annualized executive performance-based bonus of up to $120,000, paid quarterly. The objectives and structure of the performance-based bonus plan will be presented to you once you begin employment. Your annual
on-target earnings will be $320,000. If you decide to accept our offer, we would like your first day of employment to be Monday, December 3, 2007. 

As a regular, full-time employee you will enjoy a generous benefits package. This includes three (3) weeks vacation
per-year, one week paid sick leave per-year, paid holidays and benefits coverage, including 401K (currently, non-contributory), health, vision and dental insurance. The Company currently pays for 100% of employee benefit premiums and 70% of
dependent premiums. You should note that the Company may modify job titles, salaries and benefits from time to time as it deems necessary. 

In addition, if you decide to join the Company, it will be recommended at the first meeting of the Company’s Board of
Directors following your start date that the Company grant you an option to purchase 850,000 shares of the Company’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the date of grant, as
determined by the Company’s Board of Directors. Twenty-five percent (25%) of the shares subject to the option shall vest 12 months after the date your vesting begins subject to your continuing employment with the Company, and no shares
shall vest before such date. The remaining shares shall vest monthly over the next 36 months at 1/48th per month subject to your continuing employment with the Company. This option grant shall be subject to the terms and conditions of the
Company’s Stock Option Plan and Stock Option Agreement, including vesting requirements. No right to any stock is earned or accrued until such time that vesting occurs, nor does the grant confer any right to continue vesting or employment. There
will be a change of control provision with a double trigger which will be outlined in a separate Change Of Control document. 







 The Company is excited about your joining and looks forward to a beneficial and
productive relationship. Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason.
Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks notice. 

The Company reserves the right to conduct background investigations and/or reference checks on all of its potential employees.
Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference check, if any. 

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity
and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated. 

We also ask that, if you nave not already done so, you disclose to the Company any and all agreements relating to your prior
employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your
position and you represent that such is the case. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the
business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. Similarly, you agree not to bring any third party
confidential information to the Company, including that of your former employer, and that in performing your duties for the Company you will not in any way utilize any such information. 

As a Company employee, you will be expected to abide by the Company’s rules and standards. Specifically, you will be
required to sign an acknowledgment that you have read and that you understand the Company’s rules of conduct which are included in the Company Handbook which the Company will soon complete and distribute. 

As a condition of your employment, you are also required to sign and comply with an At-Will Employment, Confidential
Information, Invention Assignment and Arbitration Agreement which requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, and non-disclosure of Company proprietary information.
In the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree that (i) any and all disputes between you and the 







 
Company shall be fully and finally resolved by binding arbitration, (ii) you are waiving any and all rights to a jury trial but all court remedies will be available in arbitration,
(iii) all disputes shall be resolved by a neutral arbitrator who shall issue a written opinion, (iv) the arbitration shall provide for adequate discovery, and (v) the Company shall pay all but the first $125 of the arbitration fees.
Please note that we must receive your signed Agreement before your first day of employment. 
 To accept the Company’s
offer, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. This letter, along with any agreements relating to proprietary rights between you and the Company, set forth the terms of your
employment with the Company and supersede any prior representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter,
including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the President of the Company and you. This offer of employment will terminate if it is not accepted, signed and
returned to Lisa Nealon, Human Resources, by Monday, November 26, 2007 26, 2007. Please fax a signed copy of page 2 of the offer and page 6 and 7 of the At-Will Agreement to Lisa Nealon at 408/977-0782 (confidential fax). 

We look forward to your favorable reply and to working with you at Xactly Corporation. 

 

	
	 Sincerely,

	
	 /s/ Christopher W. Cabrera

	 Christopher W. Cabrera

	 President and CEO



  

			
	 Agreed to and accepted:

		
	 Signature:
	 	 /s/ L. Evan Ellis, Jr.

	 Printed Name:
	 	 L. Evan Ellis, Jr.

		
	Date:	 	 11/20/07


 Enclosures 
  

	 	•	 	 Duplicate Original Letter 


  

	 	•	 	 At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement 



 

	 	•	 	 Change of Control Severance Agreement