Ex 10.24



November 14, 2002

Mr. Stephen Kelly
  

 

Dear Stephen:



This letter sets forth the
terms and conditions of your employment with Chordiant Software, Inc. (the
"Company" or "Chordiant") as its President and Chief Executive Officer reporting
directly to the Board of Directors (the "Board").  Upon execution by the
parties, this letter agreement shall be deemed effective January 1, 2002. 

1.        
As President and CEO of Chordiant, you will perform the duties customarily
associated with this position, and such duties as may be assigned to you by the
Board.  


2.         During the 2002 calendar year, your
annual base salary will be $250,000, less standard deductions and withholdings,
paid on the Company's regular payroll dates.  During the 2003 calendar year,
your annual base salary will increase to $350,000, less standard deductions and
withholdings, paid on the Company's regular payroll dates.





3.         You will receive a $350,000 bonus for
the third calendar quarter of 2002, to be paid by the end of Q4 of 2002.   
You will also be eligible to receive a $200,000 bonus for the fourth
calendar quarter of 2002 if the Company achieves an earnings per share loss no
greater than $.05.  If earned, this bonus will be paid by the end of the Q1
2003.




During the 2003 calendar year, you will be eligible for quarterly MBO bonuses of
up to $50,000 per quarter based upon the Board's determination that you have
achieved certain mutually agreeable objectives.  You will also be eligible for a
bonus of up to 20% of your salary, to be paid at the end of the 2003 calendar
year, at the discretion of the Board and based upon your achievement of
annualized objectives to be established by the Board for your position.  As with
all executives, receipt of MBO bonuses and year-end bonuses will be subject to
the achievement of the Company's annual financial plan and both Company and
individual management objectives.  




4.         Any stock options or shares of
restricted stock granted to you by the Company shall be subject to the terms and
conditions specified in the applicable plan documents and stock
option/restricted share agreements between you and the Company. 




5.         You are also eligible for standard
Company benefits, including paid vacation and medical and dental coverage, as
well as the following non-standard benefits: a life insurance policy in the
amount of $500,000 (with the premiums to be paid by the Company) and
reimbursement for tax services up to $5,000 per year.  The Company reserves the
right to modify your compensation and benefits from time to time, as it deems
necessary.




6.         You will be expected to continue to
abide by the Company's policies and procedures, and to continue to comply with
your Proprietary Information and Inventions Agreement.  




7.         Either you or the Company may
terminate your employment relationship at any time with or without cause or
advance notice.  If the Company terminates your employment without cause at any
time, then: (a) the Company will make severance payments to you in the form of
continuation of your base salary in effect on the termination date for 12 months
following the termination date, payable on the Company's ordinary payroll dates,
subject to standard payroll deductions and withholdings; and (b) the vesting of
your restricted shares and/or options will be accelerated so that you will
immediately vest in 50% of the then unvested shares.  As a condition to
receiving any of these severance benefits, you agree that you shall provide the
Company with a full and effective release and waiver of any claims or rights
against the Company or related parties in a form acceptable to the Company.



If you resign or your employment
is terminated for cause, all compensation and benefits will cease immediately,
and you will receive no further compensation or benefits from the Company,
including (without limitation) the items listed in the preceding paragraph.  For
purposes of this letter agreement, "cause" means: (a) conviction of any felony
or crime involving moral turpitude or dishonesty; (b) participation in a fraud
or act of dishonesty against the Company; (c) willful breach of the Company's
policies; (d) intentional damage to the Company's property; (e) material breach
of this Agreement or your Proprietary Information and Inventions Agreement; or
(f) conduct by you that, in the good faith and reasonable determination of the
Board, demonstrates gross unfitness to serve.  Physical or mental disability
will not constitute cause.




8.         This letter, together with any
applicable stock option agreements or restricted share agreements, your
Proprietary Information and Inventions Agreement, your Indemnification
Agreement, your Change in Control Agreement, and the Promissory Note, constitute
the complete, final and exclusive embodiment of the entire agreement between you
and Chordiant with respect to the terms and conditions of your employment.  In
entering into this agreement, neither party is relying upon any promise or
representation, written or oral, other than those expressly contained herein,
and this Agreement supersedes any other such promises, representations or
agreements.  It may not be amended or modified except in a written agreement
signed by you and a duly authorized Company officer.  As required by law, this
offer of employment is subject to proof of your right to work in the United
States.



If you agree to the terms
as described above, please sign below and return this letter to me. 





                       
                                                Very truly yours,

 

                       
                                                /s/ Samuel T. Spadafora

                       
                                                Sam Spadafora

                                                                       
Chairman 

Agreed and Accepted:
By:  _/s/ Stephen
Kelly___________________________
        Stephen Kelly

Date:  November 14,
2002________________________