Amendment to Change of Control Agreement dated February 27, 2004



 EXHIBIT 10.19 
  
 AMENDMENT TO CHANGE OF CONTROL AGREEMENT 
  
 This AMENDMENT TO THE CHANGE OF CONTROL AGREEMENT is made by and between CHORDIANT SOFTWARE, INC. (the
“Company”) and SAM SPADAFORA (“Executive”) (collectively, the “Parties”) effective as of the last date it is signed by either party. Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Change of Control Agreement. 
  
 The Parties agree
as follows: 
  

	1.	 	The “RECITALS” section is restated in its entirety as follows: 

  
 “RECITALS 
  
 WHEREAS Executive is employed by the Company pursuant to the terms of Executive’s offer letter from the Company dated April 24, 1998 (the
“Offer Letter”); 
  
 WHEREAS Executive has been
granted option(s) to purchase shares of the Company’s common stock pursuant to the applicable stock option agreement(s) and equity incentive plan(s) (the “Prior Grants”); 
  
 WHEREAS in the future, Executive may be granted shares of restricted stock and/or additional options to purchase the
Company’s common stock, subject to the Board’s sole discretion (together with Prior Grants, the “Stock Awards”); and 
  
 WHEREAS the Company believes it is imperative to provide Executive with accelerated vesting of the Stock Awards, as well as other severance
benefits, in the event that Executive is terminated without Cause (as defined herein) or resigns for Good Reason (as defined herein) in connection with a Change of Control (as defined herein). 
  
 NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants contained herein, and other good and valuable consideration, the parties hereto hereby agree as follows:” 
  

	2.	 	In paragraph 1(a), all references to “Options” shall be replaced by “Stock Awards.” 

  

	3.	 	Paragraph 1(b)(iv) is restated in its entirety as follows: “Provided that Executive is not, or is no longer, an executive officer or director of the Company, then the time
period in which Executive is required to repay any promissory note, loan or other indebtedness to the Company shall be extended by sixty (60) months.” 


	


	4.	 	 Paragraph 1(b)(v) is restated in its entirety as follows: “The Company will accelerate the vesting of the Stock Awards such that the greater of the following
shall vest within ten (10) days after the date Executive signs the Release: (a) 50% of the unvested shares as of the Termination Date subject to the Stock Awards (after taking into account any additional acceleration of vesting Executive may be
receiving under any plan document(s) governing the Stock Awards instituted prior to or after this Agreement is executed, including any additional acceleration of vesting of restricted stock under any restricted stock agreement(s)); or (b) all such
shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting that the Executive would otherwise
receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, the Company’s 1999 Equity Incentive Plan, or any other plan document(s) and including any additional acceleration of vesting of restricted stock under any restricted
stock agreement(s)). Executive 











	 	 
shall have sixty (60) months to exercise any vested Options in addition to any time specified in the plan document(s) governing the Options. The Stock Awards
shall continue to be governed by the terms of the applicable restricted stock agreement(s), stock option agreements and equity incentive plan documents.” 


  

	5.	 	In paragraph 1(b)(vi), the reference to “Paragraph 1(b)(iv) of this Agreement” shall be changed to “Paragraph 1(b)(v) of this Agreement.”


  

	6.	 	Paragraph 5(a) is restated in its entirety as follows: “This Agreement, including all exhibits hereto, constitutes the complete, final and exclusive embodiment of the entire
agreement between the parties with regard to the subject matter hereof. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises or
representations. Notwithstanding the foregoing, nothing in this Agreement shall affect the parties’ rights or obligations under the October 2002 restricted stock agreement or any other applicable restricted stock or stock option agreements
entered into prior to or after the effective date of this Amendment or the Executive’s Employee Proprietary Information and Inventions Agreement. This Agreement cannot be modified except in a writing signed by Executive and a duly-authorized
member of the Board.” 








 IN WITNESS WHEREOF, the Parties have executed this Amendment to the Change Of Control Agreement as
of the day and year written below. 
  

									
			
	Date: February 27, 2004	 	 	 	 /s/    Samuel T.
Spadafora        


	 	 	 	 	 	 	 Samuel T. Spadafora
 Title: Chairman of the Board



									
			
	 	 	 	 	 CHORDIANT SOFTWARE, INC.

			
	Date: February 27, 2004	 	 	 	 /s/    Michael J.
Shannahan        


	 	 	 	 	 	 	 Name: Michael J. Shannahan
 Title: Chief Financial Officer