Unassociated Document


    EMPLOYMENT
AGREEMENT

     

    This
Employment Agreement (the “Agreement”) is effective as of November 8, 2010 (the
“Effective Date”) by and between Cornerstone OnDemand, Inc., a Delaware
corporation (the “Company”), and Adam Miller (“Executive”).

     

    RECITALS

     

    WHEREAS,
the Company wishes to continue to retain the services of Executive and Executive
wishes to remain employed by the Company on the terms and subject to the
conditions set forth in this Agreement;

     

    NOW
THEREFORE, in consideration of the foregoing recital and the respective
undertakings of the Company and Executive set forth below, the Company and
Executive agree as follows:

     

    1.           Duties and Scope of
Employment.  Executive will continue to serve as President and
Chief Executive Officer for the Company (“CEO”).  Executive shall have
the authority generally allowed to persons discharging the duties of such
positions.  Executive shall perform his duties faithfully and
satisfactorily to the performance standards reasonably expected of a person in
such positions.  Executive will render such business and professional
services in the performance of his duties, consistent with Executive’s position
within the Company, as will reasonably be assigned to him by the Company’s Board
of Directors (the “Board”).  Executive will devote substantially his
full business efforts and time to the performance of Executive’s duties
hereunder, provided however, that Executive may serve on outside board positions
that are not competitive with the Company subject to the requirement that such
service on outside boards of directors does not materially interfere with
Executive’s performance of his duties under this Agreement and the Board
approves such board membership (which will not be unreasonably
withheld).  The Company shall indemnify Executive to the same extent
as it indemnifies all other officers and directors under Delaware law and in
accordance with the Company’s bylaws, as same may be amended from time to time
(as a Company officer and member of the Board, such indemnification shall
include Executive as a beneficiary of any insurance directors and officers
liability insurance policies maintained by the Company). Executive’s principal
place of employment shall be at the Company’s offices located at 1601
Cloverfield Boulevard., Suite 620 South, Santa Monica, California.

     

    2.           Board
Membership.  Executive will continue to serve as a member of
the Board following the Effective Date.  At each annual meeting of the
Company’s stockholders while Executive is the CEO and/or President of the
Company upon which Executive’s term as Board member is scheduled to expire, the
Company will nominate Executive to serve as a member of the
Board.  Executive’s continued service as a member of the Board will be
subject to any required stockholder approval.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           At-Will
Employment.  Subject to the terms hereof, Executive’s
employment with the Company will be “at-will” employment and may be terminated
by Company at any time with or without cause or with or without notice. However,
as described in this Agreement, Executive may be entitled to severance benefits
depending upon the circumstances of Executive’s termination of
employment.

     

    4.           Term of
Agreement.  Subject to Section 3, this Agreement will have an
initial term of three (3) years, commencing on the Effective Date.  On
the third anniversary of the Effective Date, this Agreement will automatically
renew for additional one (1) year terms unless either party provides the other
party with written notice of non-renewal at least sixty (60) days prior to
the date of automatic renewal.  Notwithstanding the foregoing, if a
Change of Control should occur during the term of this Agreement, the term of
this Agreement will automatically be extended for eighteen (18) months if there
is less than eighteen (18) months remaining on the term of this Agreement at the
time of the Change of Control.  If Executive becomes entitled to
benefits under Section 10 during the term of this Agreement, this Agreement will
not terminate until all of the obligations under this Agreement have been
satisfied.

     

    5.           Compensation.

     

    (a)           Base
Salary.  Executive shall receive an annual base salary from the
Effective Date until December 31, 2010 of $310,000 (“Base Salary”) payable in
accordance with the Company’s normal payroll practices.  On January 1,
2011 Executive’s Base Salary will be increased to $360,000. In addition, upon
the initial listing of any securities of the Company on a national securities
exchange, Executive’s base Salary will be increased to
$425,000.  Executive’s Base Salary shall be reviewed by the Company’s
Board of Directors at least annually for increase (but not decrease) in light of
Executive’s performance of his duties, external market conditions and the
Company’s financial condition and performance.

     

    (b)           Performance
Bonus.  Effective for calendar year 2011, the Executive will
qualify for an annual performance bonus with a target level of 100% of Base
Salary up to a maximum of 150% of Base Salary based upon performance criteria as
established by the Compensation Committee of the Board after consultation with
Executive.  The Board or the Compensation Committee will endeavor in
good faith to establish the annual performance bonus criteria by February 15th
of each calendar year.  Any earned bonus will be paid as soon as
practicable after the Board or the Compensation Committee determines that the
bonus has been earned, but in no event will the bonus be paid after the later of
(i) the fifteenth (15th) day of the third (3rd) month following the close
of the Company’s fiscal year in which the bonus is earned or (ii) March 15
following the calendar year in which the bonus is earned.

     

    (c)           Equity
Awards.

     

    (i)       Effective
November 7, 2010, Executive was granted an option to purchase five hundred fifty
thousand (550,000) shares of Company common stock (the “Option”) with a per
share exercise price equal to $6.51, the fair market value of a share of Company
common stock on such date of grant as determined by the
Board.  Subject to accelerated vesting upon certain terminations of
employment as set forth herein, the Option will vest over four (4) years at a
rate of one forth (1/4th) of the
total number of shares subject to the Option becoming vested on the twelve (12)
month anniversary of the grant date and one forty-eighth (1/48th) of the
total number of shares subject to the Option becoming vested each month
thereafter for the next thirty six (36) months subject to Executive’s continued
employment with the Company through each scheduled vesting
date.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

     

    (ii)      Effective
November 7, 2010, Executive was granted a restricted stock unit covering one
hundred fifty thousand (150,000) shares of Company common stock (the
“RSU”).  Subject to accelerated vesting upon certain terminations of
employment as set forth herein, the RSU will vest over four (4) years with fifty
thousand (50,000) RSUs becoming vested on November 7, 2012, fifty
thousand (50,000) RSUs becoming vested on November 7, 2013, and fifty thousand
(50,000) RSUs becoming vested on November 7, 2014, subject to Executive’s
continued employment with the Company through each scheduled vesting
date.  Each RSU represents the right to receive one share of Company
common stock and the award will be settled in shares of Company common stock
upon vesting.

     

    (iii)     In
the event of a termination of employment either by the Company without Cause or
by the Executive for Good Reason any unvested portion of the Option and RSU as
of Executive’s termination date (after taking into account acceleration of
vesting) shall remain outstanding but unvested until the three (3) month
anniversary of such termination.  In the event a Change in Control
occurs during such three (3) month period, the unvested portion of the Option
and RSU shall become vested immediately prior to the occurrence of such Change
of Control in accordance with Section 10(a).  The Option and RSU will
be subject to the terms and conditions of the 2009 Stock Option Plan and the
form of Stock Option and Restricted Stock Unit Agreements, as applicable,
consistent with terms consistent of this Agreement.

     

    (d)           Future Equity
Awards.  Executive will be eligible to receive awards of stock
options, restricted stock or other equity awards covering shares of Company
common stock pursuant to any plans or arrangements the Company may have in
effect from time to time, including but not limited to any focal
grants.  The Board or the Compensation Committee will determine in its
discretion whether Executive will be granted any such equity awards and the
terms of any such award in accordance with the terms of any applicable plan or
arrangement that may be in effect from time to time.

     

    6.           Other
Benefits.  Executive shall be entitled to participate in
Executive benefit plans and programs of the Company, if any, on the same terms
and conditions as other similarly-situated employees to the extent that
Executive’s position, tenure, salary, age, health and other qualifications make
Executive eligible to participate in such plans or programs, subject to the
rules and regulations applicable thereto.

     

    7.           Vacations; Holidays, Sick
Days.  Executive shall be entitled to annual paid vacation
(which shall be at least four (4) weeks per year), paid holidays, and paid sick
leave in accordance with the Company’s applicable policies, which may change
from time to time.  In addition, Executive shall receive Company
holidays in accordance with the Company’s then current policies in effect from
time to time for its other senior executive officers.  Vacation and
sick-pay carry-over from year to year and the other employee benefits offered by
the Company shall be subject to those limitations, if any, imposed under the
Company’s standard policies governing same.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    8.           Expenses.  The
Company will reimburse Executive for standard business expenses pursuant to the
Company’s standard policies in effect from time to time.  Executive
shall be reimbursed for business-class air fare for all flights in excess of one
hour.  The Company will reimburse Executive, or directly pay,
reasonable attorney’s fees related to the negotiation and review of this
Agreement and related documentation up to a maximum of $10,000 provided
Executive submits the invoice for such attorney’s fees no later than February
12, 2011.  The Company shall reimburse the Executive for the
attorney’s fees within thirty (30) days after Executive submits the invoice for
such attorney’s fees to the Company, but in no event later than March 15,
2011.

     

    9.           Definitions.

     

    (a)           Cause.  “Cause”
shall mean (i) an act of material dishonesty made by Executive in
connection with Executive’s carrying out his job responsibilities to Company
intended to result in substantial personal enrichment of the Executive,
(ii) Executive’s conviction of, or plea of nolo contendre to a felony
which the Board reasonably believes had or will have a material detrimental
effect on the Company’s reputation or business, (iii) a willful act by the
Executive which constitutes gross misconduct and which is injurious to the
Company or its affiliates, (iv) Executive’s willful and material breach of this
Agreement, including without limitation his intentional failure to perform his
stated duties, and his continued failure to cure such breach to the reasonable
satisfaction of the Board within 10 days following written notice of such breach
to Executive from the Company, and (v) Executive’s material
violation of a Company policy that results in a material detrimental effect on
the Company’s reputation or business.

     

    (b)           Change of
Control.  “Change of Control” means the occurrence of any of
the following:

     

    (i)       A
change in the ownership of the Company which occurs on the date that any one
person, or more than one person acting as a group (“Person”), acquires ownership
of the stock of the Company that, together with the stock held by such Person,
constitutes more than 50% of the total voting power of the stock of the Company;
provided, however, that for purposes of this subsection (i), the acquisition of
additional stock by any one Person, who is considered to own more than 50% of
the total voting power of the stock of the Company will not be considered a
Change of Control; or

     

    (ii)      A
change in the effective control of the Company which occurs on the date that a
majority of members of the Board (each, a “Director”) is replaced during any
twelve (12) month period by Directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the date of the
appointment or election.  For purposes of this subsection (ii), if any
Person is considered to be in effective control of the Company, the acquisition
of additional control of the Company by the same Person will not be considered a
Change of Control; or


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    (iii)     A
change in the ownership of a substantial portion of the Company’s assets which
occurs on the date that any Person acquires (or has acquired during the twelve
(12) month period ending on the date of the most recent acquisition by such
person or persons) assets from the Company that have a total gross fair market
value equal to or more than 50% of the total gross fair market value of all of
the assets of the Company immediately prior to such acquisition or acquisitions;
provided, however, that for purposes of this subsection (iii), the following
will not constitute a change in the ownership of a substantial portion of the
Company’s assets: (A) a transfer to an entity that is controlled by the
Company’s stockholders immediately after the transfer, or (B) a transfer of
assets by the Company to: (1) a stockholder of the Company (immediately before
the asset transfer) in exchange for or with respect to the Company’s stock, (2)
an entity, 50% or more of the total value or voting power of which is owned,
directly or indirectly, by the Company, (3) a Person, that owns, directly or
indirectly, 50% or more of the total value or voting power of all the
outstanding stock of the Company, or (4) an entity, at least 50% of the total
value or voting power of which is owned, directly or indirectly, by a Person
described in this subsection (iii)(B)(3).  For purposes of this
subsection (iii), gross fair market value means the value of the assets of the
Company, or the value of the assets being disposed of, determined without regard
to any liabilities associated with such assets.

     

    For
purposes of this definition of Change of Control, persons will be considered to
be acting as a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock, or similar business
transaction with the Company.

     

    Notwithstanding
the foregoing, a transaction will not be deemed a Change of Control unless the
transaction qualifies as a change in control event within the meaning of Code
Section 409A, as it has been and may be amended from time to time, and any
proposed or final Treasury Regulations and Internal Revenue Service guidance
that has been promulgated or may be promulgated thereunder from time to
time.

     

    Further
and for the avoidance of doubt, the completion of an underwritten public
offering of the Company’s common stock will not constitute a Change of Control
and a transaction will not constitute a Change of Control if: (i) its sole
purpose is to change the state of the Company’s incorporation, or (ii) its
sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities
immediately before such transaction.  In addition, a transaction must
actually be consummated in order for there to be a Change of
Control.

     

    (c)           Disability.  “Disability”
shall mean total and permanent disability as defined in Section 22(e)(3) of
the Internal Revenue Code.

     

    (d)           Good
Reason.  “Good Reason” shall mean without Executive’s express
written consent (i) a significant reduction or adverse change in
Executive’s duties, position, reporting relationship or responsibilities, or the
removal of Executive from such duties, position or responsibilities; (ii) a
reduction by the Company in the Base Salary of Executive as in effect
immediately prior to such reduction unless (a) such reduction is part of a
salary reduction plan across the Company’s entire senior management team, (b)
such reduction does not have a disproportionate effect on Executive in
comparison to other members of the senior management team of the Company and (c)
such reduction is not in excess of 10% of Executive’s Base Salary; (iii) a
material reduction by the Company in the kind or level of benefits to which
Executive was entitled immediately prior to such reduction with the result that
Executive’s overall benefits package is significantly reduced disproportionally
to other members of senior management; (iv) a material breach by the Company of
a term of this Agreement or any other agreement between the Company and
Executive, including the failure of the Company to obtain assumption of this
Agreement by any successor; and (v) the relocation of Executive to a
facility or a location more than thirty-five (35) miles from Executive’s then
present employment location.  In addition, Executive must provide
written notice to the Company of the existence of the one or more of the above
conditions within ninety (90) days of its initial existence and the Company must
be provided with thirty (30) days to cure the condition.  If the
condition is not cured within such thirty (30) day period, the Executive must
terminate employment within thirty (30) days of the end of such cure period in
order to qualify as a termination for Good Reason.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    10.           Severance
Benefits.

     

    (a)           Termination Following a
Change of Control.  In the event Executive’s employment is
terminated as a result of either (i) termination by the Company without Cause or
(ii) termination by Executive for Good Reason during the period beginning
three (3) months prior to the consummation of a Change of Control and ending
eighteen (18) months following the consummation of a Change of Control (the
“Change in Control Severance Period”), then:

     

    (1)     Executive
will receive: (i) a lump-sum payment equal to the sum of eighteen (18)
months of Executive’s then current Base Salary plus 150% of Executive’s full
annual bonus for the year of termination at target level for the year in which
the termination occurs (less applicable tax withholdings); (ii) 100%
Company-paid premiums paid for continued health, dental and vision benefits for
Executive (and any eligible dependents) under the Company’s health, dental and
vision plans until the earlier of (x) eighteen (18) months, (provided Executive
validly elects to continue coverage under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”) or (y) the date upon which Executive and
Executive’s eligible dependents become covered under similar plans; and (iii)
any bonuses earned prior to the termination of employment but not yet paid
solely due to Company policy which shall be paid out at the earliest time as
would not give rise to additional taxation under Section 409A of the U.S.
Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations
and any guidance promulgated under Section 409A, as each may be amended from
time to time (together, “Section 409A”);

     

    (2)     all
then unvested Company stock options, shares of the Company’s common stock
granted to or held by Executive under buy-back provisions under the Company’s
restricted stock, stock option and/or stock purchase or stock compensation plans
and any other equity compensation awards shall become immediately vested and
subject to exercise or, in the case of such shares as are subject to repurchase
by the Company for the purchase price paid, no longer subject to such
repurchase; and

     

    (3)     the
post-termination exercise period of all stock options shall expire on the
earlier of (i) the expiration of the term of the stock option and (ii) the
twelve (12) month anniversary of the termination date.

     

    (b)           Termination without Cause or
for Good Reason.  In the event Executive’s employment is
terminated as a result of either (i) termination by the Company without Cause or
(ii) termination by Executive for Good Reason at any time other than during
the Change in Control Severance Period, then:


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    (1)      Executive
will receive: (i) continuing payments of severance pay at a rate equal to
his Base Salary rate, as then in effect, for eighteen (18) months from the date
of such termination in accordance with the Company’s normal payroll policies,
(ii) 150% of Executive’s average actual annual bonus for the three-year period
prior to the year during which the termination occurs (less applicable tax
withholdings); (iii) 100% Company-paid premiums paid for continued health,
dental and vision benefits for Executive (and any eligible dependents) under the
Company’s health, dental and vision plans until the earlier of (x) eighteen (18)
months, (provided Executive validly elects to continue coverage under COBRA) or
(y) the date upon which Executive and Executive’s eligible dependents become
covered under similar plans; and (iv) any bonuses earned prior to the
termination of employment but not yet paid solely due to Company policy which
shall be paid out at the earliest time as would not give rise to additional
taxation under Section 409A; and

     

    (2)      Eighteen
(18) months of accelerated vesting with respect to all then unvested Company
stock options, shares of the Company’s common stock granted to or held by
Executive under buy-back provisions under the Company’s restricted stock, stock
option and/or stock purchase or stock compensation plans and any other equity
compensation awards shall become immediately vested and subject to exercise or,
in the case of such shares as are subject to repurchase by the Company for the
purchase price paid, no longer subject to such repurchase

     

    (c)           Notwithstanding
the Sections 10(a)(1)(ii) and 10(b)(1)(iii), if the Company determines in its
sole discretion that it cannot provide the benefit without potentially violating
applicable law (including, without limitation, Section 2716 of the Public Health
Service Act), the Company will, in lieu thereof, provide to Executive a taxable
monthly payment in an amount equal to the monthly COBRA premium that Executive
would be required to pay to continue his group health coverage in effect on the
last date of employment with the Company (which amount will be based on the
premium for the first month of COBRA coverage), which will be made regardless of
whether Executive elects COBRA continuation coverage and will commence in the
month following the month in which the termination date occurs and will end at
the times COBRA reimbursements would have otherwise ended.

     

    (d)           All
benefits described in Sections 10(a) and 10(b) shall be contingent upon
Executive’s execution of a full release of claims against the Company in
substantially the form attached to this Agreement as Exhibit B (the
“Release”), the lapse of any statutory period for revocation of the Release, and
the Release becoming effective in accordance with its terms.  In
addition, all payments payable pursuant to Sections 10(a)(1)(i) and 10(b)(1)(i)
above shall not be paid by the Company until the lapse of any statutory period
for revocation of the Release, and such release becoming effective in accordance
with its terms within fifty-two (52) days following the termination
date.  Any severance payment to which Executive otherwise would have
been entitled during such fifty-two (52) day period shall be paid by the Company
in full on the fifty-third (53rd) day following Executive’s employment
termination date or such later date as is required to avoid the imposition of
additional taxes under Section 409A as set forth in Section 12.  In
addition, such benefits will be subject to Executive continuing to comply with
the terms of the Confidentiality Agreement and the provisions of this
Agreement.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    (e)           For
purposes of this Section 10, Base Salary shall mean Executive’s Base Salary
immediately prior to the termination date, or, if Executive resigned for Good
Reason as a result of a material reduction in his Base Salary, his Base Salary
as in effect immediately prior to such reduction.  If Executive should
die before all amounts have been paid, such unpaid amounts shall be paid in a
lump sum payment (less any withholding taxes) to Executive’s designated
beneficiary, if living, or otherwise to the personal representative of
Executive’s estate.

     

    (f)           Non-Renewal of
Agreement.  In the event that the Company provides notice to
Executive pursuant to Section 4 to not extend the term of this Agreement (either
the initial term or any automatic one-year extensions thereof) and no new
employment agreement or arrangement is agreed upon by the Company and Executive
in writing prior to the expiration of this Agreement, then the non-renewal of
this Agreement will be treated as a material breach of this Agreement by the
Company for purposes of Section 9(d)(iv).  If the Company provides
notice of non-renewal to Executive prior to a Change of Control and the primary
purpose of the Company providing such notice is to enter into a new written
employment agreement or arrangement with Executive, the parties agree to work in
good faith through, if necessary, the expiration of the Company’s cure period
set forth in Section 9(d), to come to terms and conditions that are market at
that time, including with respect to the amount of compensation to be provided
to Executive, and that are consistent with good corporate principles at that
time.

     

    (g)           No Duty to
Mitigate.  Executive will not be required to mitigate the
amount of any payment contemplated by this Agreement, nor will any earnings that
Executive may receive from any other source reduce any such
payment.

     

    (h)           Voluntary Resignation;
Termination for Cause Termination as a Result of Death or
Disability.  If Executive’s employment with the Company is
terminated (i) voluntarily by Executive without Good Reason, (ii) for
Cause by the Company or (iii) as a result of Executive’s death or Disability,
then Executive will be entitled to the following: (a) unpaid Base Salary
accrued up to the effective date of termination; (b) unpaid, but earned and
accrued annual incentive for any completed fiscal year as of his termination of
employment; (c) pay for accrued but unused vacation; (d) benefits or
compensation as provided under the terms of any employee benefit and
compensation agreements or plans applicable to Executive; (e) unreimbursed
business expenses required to be reimbursed to Executive; (f) rights to
indemnification Executive may have under the Company’s Articles of
Incorporation, Bylaws, the Agreement, or separate indemnification agreement, as
applicable and (g) any amounts as may then be established under the Company’s
then existing written severance and benefits plans and practices or pursuant to
other written agreements with the Company.  In addition, (i) all
vesting will terminate immediately with respect to Executive’s outstanding
equity awards, and (ii) all payments of compensation by the Company to Executive
hereunder will terminate immediately (except as to amounts already
earned).


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    11.           Code Section 280G Best
Results.  If any payment or benefit Executive would receive
pursuant to this Agreement or otherwise, including accelerated vesting of any
equity compensation (“Payment”) would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Code, and (ii) but for this
sentence, be subject to the excise tax imposed by Section 4999 of the Code
(the “Excise Tax”), then such Payment shall be reduced to the Reduced
Amount.  The “Reduced Amount” shall be either (x) the largest portion
of the Payment that would result in no portion of the Payment being subject to
the Excise Tax or (y) the largest portion, up to and including the total, of the
Payment, whichever amount, after taking into account all applicable federal,
state and local employment taxes, income taxes, and the Excise Tax (all computed
at the highest applicable marginal rate), results in Executive’s receipt, on an
after-tax basis, of the greater amount of the Payment notwithstanding that all
or some portion of the Payment may be subject to the Excise Tax.  If a
reduction in payments or benefits constituting “parachute payments” is necessary
so that the Payment equals the Reduced Amount, reduction shall occur in the
following order: (A) cash payments shall be reduced first and in reverse
chronological order such that the cash payment owed on the latest date following
the occurrence of the event triggering such excise tax will be the first cash
payment to be reduced; (B) accelerated vesting of stock awards shall be
cancelled/reduced next and in the reverse order of the date of grant for such
stock awards (i.e., the vesting of the most recently granted stock awards will
be reduced first), with full-value awards reversed before any stock option or
stock appreciation rights are reduced; and (C) employee benefits shall be
reduced last and in reverse chronological order such that the benefit owed on
the latest date following the occurrence of the event triggering such excise tax
will be the first benefit to be reduced.

     

    The
Company shall appoint a nationally recognized accounting firm to make the
determinations required hereunder and perform the foregoing
calculations.  The Company shall bear all expenses with respect to the
determinations by such accounting firm required to be made
hereunder.

     

    The
accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to the Company
and Executive within fifteen (15) calendar days after the date on which right to
a Payment is triggered (if requested at that time by the Company or Executive)
or such other time as requested by the Company or Executive.  Any good
faith determinations of the accounting firm made hereunder shall be final,
binding and conclusive upon the Company and Executive

     

    12.           Section
409A.  Notwithstanding anything to the contrary in this
Agreement, no Deferred Compensation Separation Benefits payable under this
Agreement will be considered due or payable until and unless Executive has a
“separation from service” within the meaning of
Section 409A.  Notwithstanding anything to the contrary in this
Agreement, if Executive is a “specified employee” within the meaning of Section
409A at the time of Executive’s “separation from service” other than due to
Executive’s death, then any severance benefits payable pursuant to this
Agreement and any other severance payments or separation benefits, that in each
case when considered together may be considered deferred compensation under
Section 409A (together, the “Deferred Compensation Separation Benefits”)
and are otherwise due to Executive on or within the six (6) month period
following Executive’s “separation from service” will accrue during such six (6)
month period and will instead become payable in a lump sum payment on the date
six (6) months and one (1) day following the date of Executive’s “separation
from service.”  All subsequent Deferred Compensation Separation
Benefits, if any, will be payable in accordance with the payment schedule
applicable to each payment or benefit.  Each payment and benefit
payable under this Agreement is intended to constitute separate payments for
purposes of Section 1.409A-2(b)(2) of the Treasury
Regulations.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    Notwithstanding
anything to the contrary in this Agreement, if Executive dies following his
“separation from service” but prior to the six (6) month anniversary of the date
of his “separation from service,” then any Deferred Compensation Separation
Benefits delayed in accordance with this Section will be payable in a lump sum
as soon as administratively practicable after the date of Executive’s death, but
not later than ninety (90) days after the date of Executive’s death, and all
other Deferred Compensation Separation Benefits will be payable in accordance
with the payment schedule applicable to each payment or benefit.

     

    It is the
intent of this Agreement to comply with the requirements of Section 409A so that
none of the severance payments and benefits to be provided under this Agreement
will be subject to the additional tax imposed under Section 409A, and any
ambiguities in this Agreement will be interpreted to so comply.  The
Company and Executive agree to work together in good faith to consider
amendments to this Agreement and to take such reasonable actions which are
necessary, appropriate or desirable to avoid imposition of any additional tax or
income recognition under Section 409A prior to actual payment to
Executive.

     

    13.           Proprietary Information and
Inventions Agreement.  Executive confirms his continuing
obligations under the Proprietary Information and Inventions Agreement dated as
of the date hereof (the “Confidentiality Agreement”).

     

    14.           No
Conflict.  Executive represents and warrants that his
employment by the Company as described herein shall not conflict with and will
not be constrained by any prior employment or consulting agreement or
relationship.

     

    15.           Miscellaneous.

     

     (a)           Governing
Law.  This Agreement will be governed by the laws of the State
of California (with the exception of its conflict of law
provisions).

     

     (b)           Assignment.  This
Agreement and all rights hereunder shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
personal or legal representatives, executors, administrators, heirs,
distributees, devisees, legatees, successors and assigns.  This
Agreement is personal in nature, and neither of the parties to this Agreement
shall, without the written consent of the other, assign or transfer this
Agreement or any right or obligation under this Agreement to any other person or
entity; except that the Company may assign this Agreement to any of its
affiliates or wholly-owned subsidiaries or to any successor-in-interest by
virtue of a reorganization, merger or other form of business combination,
provided, that such assignment will not relieve the Company of its obligations
hereunder.  If Executive should die while any severance amounts are
still payable to Executive hereunder, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Executive’s devisee, legatee, or other designee or, if there be no such
designee, to Executive’s estate.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    (c)           Notices.  All
notices, requests, demands and other communications called for hereunder will be
in writing and will be deemed given (a) on the date of delivery if
delivered personally; (b) one (1) day after being sent overnight by a
well-established commercial overnight service, or (c) four (4) days after
being mailed by registered or certified mail, return receipt requested, prepaid
and addressed to the parties or their successors at the following addresses, or
at such other addresses as the parties may later designate in
writing:

     

    If to the
Company:

    Attn: General
Counsel

    Cornerstone
OnDemand, Inc.,

    __________________

    __________________

     

    If to
Executive:

    at the
last residential address known by the Company

     

    (d)           Severability.  In
the event that any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement will
continue in full force and effect without said provision.

     

    (e)           Integration.  This
Agreement represents the entire agreement and understanding between the parties
as to the subject matter herein and supersedes all prior or contemporaneous
agreements whether written or oral.  No waiver, alteration, or
modification of any of the provisions of this Agreement will be binding unless
in writing and signed by the Company and Executive.

     

    (f)           Arbitration.  Any
dispute or controversy arising out of or relating to any interpretation,
construction, performance or breach of this agreement or the Confidentiality
Agreement, will be settled by arbitration pursuant to the arbitration provisions
set forth in the Confidentiality Agreement.

     

    (g)           Headings.  All
captions and section headings used in this Agreement are for convenient
reference only and do not form a part of this Agreement.

     

    (h)           Counterparts.  This
Agreement may be executed in counterparts, PDF or facsimile, each an original
and each having the same force and effect as an original and shall constitute an
effective, binding agreement on the part of each of the
undersigned.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
the Company by its duly authorized officer, as of the day and year first above
written.

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 	
                                                                COMPANY:

                                                              	 
      
	 	 
      	 
      	 
      
	 	
                                                                Cornerstone
      OnDemand, Inc.

                                                              
	 	 
      	 
      	 
      
	 	
                                                                By:

                                                              	
                                                                /s/ Adam Miller

                                                              
	 	 
      	 
      	 
      
	 	
                                                                Name:

                                                              	Adam
      Miller
	 	 
      	 
      	 
      
	 	
                                                                Title:

                                                              	Chief
      Executive Officer
	 	 
      	 
      	 
      
	 	
                                                                EXECUTIVE:

                                                              	 
      
	 	 	 
	 	      
                                                                /s/ Adam Miller

                                                              
	 	
                                                                Signature

                                                              	 
      
	 	 
      	 
      	 
      
	 	
                                                                Adam Miller

                                                              
	 	
                                                                Name

                                                              	 
      


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      [Signature
Page to Employment Agreement]


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                Exhibit
      A

              	
                Form
      of Stock Option Agreement

              


      

       

      
        	
                Exhibit
      B

              	
                Release
      of Claims

              


      

       

      
        	
                Exhibit
      C

              	
                Form
      of Proprietary Information and Inventions
  Agreement