ex1097.htm


    Exhibit
10.97

    


    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

    


    Restricted Stock Unit Grant
Notice

    For
Non-U.S. Employees

    


     

    Chordiant
Software, Inc. (the “Company”),
pursuant to its 2005 Equity Incentive Plan (the “Plan”),
hereby awards to Participant a Restricted Stock Unit Award for the number of shares of
the Company’s Common Stock set forth below (the “Award”).  The
Award is subject to all of the terms and conditions as set forth herein, in the
Plan (including any sub-plan for Participant’s country (the “Sub-Plan”))
and in the Restricted Stock Unit Agreement (including any appendix to the
Restricted Stock Unit Agreement for Participant’s country (the “Appendix”)),
both of which are attached hereto and incorporated herein in their
entirety.  Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Plan.  In the event of any conflict
between the terms set forth herein and the Plan, the terms of the Plan shall
control.

     

    
      	
              Participant:

            	 
      	 
      	 
      
	
              Date
      of Grant:

            	 
      	 
      	 
      
	
              Vesting
      Commencement Date:

            	 
      	 
      	 
      
	
              Number
      of Shares Subject to Award:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Vesting
      Schedule:

            	
              [

            	 
      	
              ]

            	
              .

            


    

    Notwithstanding
the foregoing, vesting shall terminate upon the Participant’s termination of
Continuous Service.  In addition, subject to the Participant’s
Continuous Service through the time that is immediately prior to a Change in
Control, 100% of the shares of Common Stock subject to this Award will become
fully vested as of immediately prior to the Change in Control.

    


    
      	
              Issuance
      Schedule:

            	
              The
      shares of Common Stock subject to the Award will be issued in accordance
      with the issuance schedule set forth in Section 8 of the Restricted Stock Unit
      Agreement.

            


    

     

    Additional
Terms/Acknowledgements:  The undersigned Participant
acknowledges receipt of, and understands and agrees to, this Restricted Stock
Unit Grant Notice, the Restricted Stock Unit Agreement (including any Appendix),
the Plan (including any Sub-Plan) and the Plan
prospectus.  Participant further acknowledges that as of the Date of
Grant, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit
Agreement (including any Appendix) and the Plan (including any Sub-Plan) set
forth the entire understanding between Participant and the Company with respect
to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to
the subject matter hereof.

     

    
      	
              Chordiant
      Software, Inc.

            	 
      	
              Participant:

            
	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	 
      
	 
      	
              Signature

            	 
      	
              Signature

            
	
              Title:

            	 
      	 
      	
              Date:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Date:

            	 
      	 
      	 
      	 
      


    

    
       

    

    
      	
              Attachments:

            	
              Restricted
      Stock Unit Agreement (including any Appendix), 2005 Equity Incentive Plan
      (including any Sub-Plan)

            


    


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
I

    


    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

     

    Restricted
Stock Unit Agreement

    For
Non-U.S. Employees

    


     

    Pursuant
to the Restricted Stock Unit Grant Notice (“Grant
Notice”) and this Restricted Stock Unit Agreement (the “Agreement”),
including any appendix for your country (the “Appendix”),
Chordiant Software, Inc. (the “Company”)
has awarded you a Restricted Stock Unit Award (the “Award”)
under its 2005 Equity Incentive Plan, including any sub-plan for your country
(the “Sub-Plan”)
(collectively, the “Plan”).
Your Award is granted to you effective as of the Date of Grant set forth in the
Grant Notice for this Award.  This Agreement shall be deemed to be
agreed to by the Company and you upon the signing by you of the Grant Notice to
which it is attached.  Defined terms not explicitly defined in this
Agreement shall have the same meanings given to them in the Plan.  In
the event of any conflict between the terms in this Agreement and the Plan, the
terms of the Plan shall control.  The details of your Award, in
addition to those set forth in the Grant Notice and the Plan, are as
follows.

     

    1. Grant of
the Award.    This Award represents the right to be
issued on a future date the number of shares of Common Stock as indicated in the
Grant Notice.  As of the Date of Grant set forth in the Grant Notice,
the Company will credit to a bookkeeping account maintained by the Company for
your benefit (the “Account”)
the number of shares of Common Stock subject to the Award.  Except as
otherwise provided herein, you will not be required to make any payment to the
Company with respect to your receipt of the Award, the vesting of the shares of
Common Stock or the delivery of the underlying shares of Common
Stock.

     

    2. Vesting.  Subject to the
limitations contained herein, your Award will vest, if at all, in accordance
with the vesting schedule provided in the Grant Notice, provided that vesting
will cease upon the termination of your Continuous Service, as further described
in Section 10(l) below.   Upon such termination of your
Continuous Service, the shares credited to the Account that were not vested on
the date of such termination will be forfeited at no cost to the Company and you
will have no further right, title or interest in or to such underlying shares of
Common Stock.

     

    3. Holding
Period.  You agree that you will not sell or otherwise transfer
(excluding transfers to certain family trusts as provided in Section 6
below) any of the shares of Common Stock issued under the Award until the
earlier of (1) the second anniversary of the vesting date of such shares, (2) a
Change in Control, or (3) the termination of your Continuous Service as a result
of death or Disability (such period, the “Holding
Period”).  Shares sold or withheld by the Company to cover
Tax-Related Items (as defined in Section 12 below) will not be deemed a
violation of the Holding Period.  The shares of Common Stock issued
pursuant to this Award shall be endorsed with appropriate legends as determined
by the Company and subject to escrow (as provided in Section 7 below) in
order to enforce the provisions of this Section 3, and you agree to enter into
such other arrangements as determined reasonably necessary by the Company in
order to enforce the provisions of this Section 3.

     

    4. Number of
Shares.

     

    (a) The
number of shares of Common Stock subject to your Award may be adjusted from time
to time for Capitalization Adjustments, as provided in the Plan.

     

    (b) Any
shares of Common Stock, cash or other property that becomes subject to the Award
pursuant to this Section 4, if any, shall be subject, in a manner determined by
the Board, to the same forfeiture restrictions, restrictions on transferability,
and time and manner of delivery as applicable to the other shares of Common
Stock covered by your Award.

     

    (c) Notwithstanding
the provisions of this Section 4, no fractional shares or rights for fractional
shares of Common Stock shall be created pursuant to this Section
4.  The Board shall, in its discretion, determine an equivalent
benefit for any fractional shares or fractional shares of Common Stock that
might be created by the adjustments referred to in this Section 4.

     

    5. Securities
Law Compliance.  You may not be
issued any shares of Common Stock under your Award unless either (a) such shares
are registered under the Securities Act; or (b) the Company has determined that
such issuance would be exempt from the registration requirements of the
Securities Act. Your Award also must comply with other applicable laws and
regulations governing the Award, and you will not receive any shares of Common
Stock if the Company determines that such receipt would not be in material
compliance with such laws and regulations.

     

    6. Limitations
on Transfer.  Your Award and
any shares of Common Stock subject to the Holding Period are not transferable,
except by will or by the laws of descent and distribution.  In
addition to any other limitation on transfer created by applicable securities
laws, you agree not to assign, hypothecate, donate, encumber or otherwise
dispose of any interest in any of the shares of Common Stock subject to the
Award until such shares are released from escrow in accordance with
Section 7 of this Agreement.  After the shares of Common Stock
have been released to you, you are free to assign, hypothecate, donate, encumber
or otherwise dispose of any interest in such shares provided that any such
actions are in compliance with the provisions herein and applicable securities
laws.  Notwithstanding the foregoing, by delivering written notice to
the Company, in a form satisfactory to the Company, you may instruct the Company
to distribute shares of Common Stock to a spouse or former spouse pursuant to a
domestic relations order (or equivalent order under local law).  In
addition, notwithstanding the foregoing, you may transfer shares of Common Stock
subject to the Holding Period to a trust for the benefit of you or your
“immediate family,” provided that each such transferee agrees in a writing
satisfactory to the Company that the provisions of this Agreement (including,
but not limited to, Section 3 and Section 7) will continue to apply to the
transferred shares in the hands of such transferee, and provided further that
following such transfer, you continue to be deemed the “beneficial owner” of the
shares for purposes of the Exchange Act.  As used herein, the term
“immediate
family” will mean your spouse, brother, sister, child, grandchild,
adopted child, adopted grandchild, or the spouse of your child, grandchild,
adopted child, or adopted grandchild.

     

    7. Escrow of
Shares Subject to Holding Period.  As security for your
faithful performance of the terms of this Agreement (including Section 3), you
agree to the following “Joint Escrow” and “Joint Escrow Instructions,” and you
and the Company hereby authorize and direct the Corporate Secretary of the
Company or the Corporate Secretary’s designee (“Escrow
Agent”) to hold the documents delivered to Escrow Agent pursuant to the
terms of this Agreement and of your Grant Notice, in accordance with the
following Joint Escrow Instructions:

     

    (a) At
any closing involving the transfer or delivery of some or all of the property
subject to the Grant Notice and this Agreement, Escrow Agent is directed
(i) to date any stock assignments necessary for the transfer in question,
(ii) to fill in the number of shares being transferred, and (iii) to
deliver the same, together with the certificate, if any, evidencing the shares
of Common Stock to be transferred, to you or the Company, as
applicable.

     

    (b) You
irrevocably authorize the Company to deposit with Escrow Agent the certificates,
if any, evidencing shares of Common Stock to be held by Escrow Agent hereunder
and any additions and substitutions to such shares as specified in this
Agreement.  You hereby irrevocably constitute and appoint Escrow Agent
as your attorney-in-fact and agent for the term of this escrow to execute with
respect to such securities and other property all documents of assignment and/or
transfer and all stock certificates necessary or appropriate to make all
securities negotiable and complete any transaction contemplated
herein.

     

    (c) This
escrow shall terminate upon the later of the expiration of the Holding Period,
and the completion of the tasks contemplated by these Joint Escrow
Instructions.

     

    (d) If
at the time of termination of this escrow, Escrow Agent should have in its
possession any documents, securities, or other property belonging to you, Escrow
Agent shall deliver all of same to you and shall be discharged of all further
obligations hereunder.

     

    (e) Except
as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties
hereunder may be altered, amended, modified, or revoked only by a writing signed
by all of the parties hereto.

     

    (f) Escrow
Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by Escrow Agent to
be genuine and to have been signed or presented by the proper party or parties
or their assignees.  Escrow Agent shall not be personally liable for
any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as
attorney-in-fact for you while acting in good faith and any act done or omitted
by Escrow Agent pursuant to the advice of Escrow Agent’s own attorneys shall be
conclusive evidence of such good faith.

     

    (g) Escrow
Agent is hereby expressly authorized to disregard any and all warnings given by
any of the parties hereto or by any other person or corporation, excepting only
orders, judgments, decrees or process of courts of law, and is hereby expressly
authorized to comply with and obey orders, judgments, or decrees of any
court.  In case Escrow Agent obeys or complies with any such order,
judgment, or decree of any court, Escrow Agent shall not be liable to any of the
parties hereto or to any other person, firm, or corporation by reason of such
compliance, notwithstanding any such order, judgment, or decree being
subsequently reversed, modified, annulled, set aside, vacated, or found to have
been entered without jurisdiction.

     

    (h) Escrow
Agent shall not be liable in any respect on account of the identity, authority,
or rights of the parties executing or delivering or purporting to execute or
deliver this Agreement or any documents or papers deposited or called for
hereunder.

     

    (i) Escrow
Agent shall not be liable for the outlawing of any rights under any statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with Escrow Agent.

     

    (j) Escrow
Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow
Agent shall cease to be the Secretary of the Company, if applicable, or if
Escrow Agent shall resign by written notice to each party.  In the
event of any such termination, the Company may appoint any officer or assistant
officer of the Company or any other person as successor Escrow Agent and you
hereby confirm the appointment of such successor or successors as your
attorney-in-fact and agent to the full extent of such successor Escrow Agent’s
appointment.

     

    (k) If
Escrow Agent reasonably requires other or further instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

     

    (l) It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities, Escrow Agent
is authorized and directed to retain in its possession without liability to
anyone all or any part of such securities until such dispute shall have been
settled either by mutual written agreement of the parties concerned or by a
final order, decree, or judgment of a court of competent jurisdiction after the
time for appeal has expired and no appeal has been perfected, but Escrow Agent
shall be under no duty whatsoever to institute or defend any such
proceedings.

     

    (m) By
signing this Agreement below, Escrow Agent becomes a party hereto only for the
purpose of the Joint Escrow Instructions in this Section 7; Escrow Agent does
not become a party to any other rights and obligations of this Agreement apart
from those in this Section 7.

     

    (n) Escrow
Agent shall be entitled to employ such legal counsel and other experts as Escrow
Agent may deem necessary to properly advise Escrow Agent in connection with
Escrow Agent’s obligations hereunder.  Escrow Agent may rely upon the
advice of such counsel, and may pay such counsel reasonable compensation
therefor.  The Company shall be responsible for all fees generated by
such legal counsel in connection with Escrow Agent’s obligations
hereunder.

     

    (o) These
Joint Escrow Instructions set forth in this Section 7 shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.  It is understood and agreed that references to
“Escrow Agent” herein refer to the original Escrow Agent and to any and all
successor Escrow Agents.  It is understood and agreed that the Company
may at any time or from time to time assign its rights under the Agreement and
these Joint Escrow Instructions in whole or in part.

     

    8. Date
of Issuance.

     

    (a) Subject
to Section 12 below, the Company will deliver to the Escrow Agent a number of
shares of Common Stock equal to the number of vested shares subject to your
Award, including any additional shares of Common Stock received pursuant to
Section 4 above that relate to those vested shares on the applicable
vesting date(s).  However, if a scheduled delivery date falls on a
date that is not a business day, such delivery date shall instead fall on the
next following business day.

     

    (b) Notwithstanding
the foregoing, in the event that (i) you are subject to the Company’s policy (as
in effect from time to time) permitting officers and directors to sell shares
only during certain “window” periods or you are otherwise prohibited from
selling shares of Common Stock in the public market under applicable law and any
shares of Common Stock covered by your Award are scheduled to be delivered on a
day (the “Original
Distribution Date”) that does not occur during an open “window period”
applicable to you, as determined by the Company in accordance with such policy,
or does not occur on a date when you are otherwise permitted under applicable
law to sell shares of Common Stock on the open market, and (ii) the Company
elects not to satisfy its withholding obligations with regard to Tax-Related
Items (as defined in Section 112 below) by withholding shares of Common Stock
from your distribution under this Award and you do not otherwise make
arrangements for the payment in cash of the Tax-Related Items, then such shares
shall not be delivered on such Original Distribution Date and shall instead be
delivered on the first business day of the next occurring open “window period”
applicable to you pursuant to such policy (regardless of whether you are still
providing Continuous Service at such time) or the next business day when you are
not prohibited from selling shares of Common Stock in the open market, but in no
event later than the fifteenth (15th) day of the third calendar month of the
calendar year following the calendar year in which the Original Distribution
Date occurs.  The form of such delivery (e.g., a stock certificate or
electronic entry evidencing such shares) shall be determined by the
Company.  In all cases, the delivery of shares of Common Stock under
this Award is intended to comply with Treasury Regulation 1.409A-1(b)(4) and
shall be construed and administered in such a manner.

     

    9. Dividends.  You shall receive no
benefit or adjustment to your Award with respect to any cash dividend, stock
dividend or other distribution that does not result from a Capitalization
Adjustment; provided,
however, that this sentence shall not apply with respect to any shares of
Common Stock that are delivered to you or the Escrow Agent in connection with
your Award after such shares have been delivered to you or the Escrow
Agent.

     

    10. Nature of
Grant.  In accepting the Award, you
acknowledge that:

     

    (a) the
Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any
time;

     

    (b) the
grant of the Award is voluntary and occasional and does not create any
contractual or other right to receive future grants of restricted stock units,
or benefits in lieu of restricted stock units, even if restricted stock units
have been granted repeatedly in the past;

     

    (c) all
decisions with respect to future restricted stock unit grants or other awards,
if any, will be at the sole discretion of the Company;

     

    (d) your
participation in the Plan shall not create a right to further employment with
your employer (the “Employer”)
and shall not interfere with the ability of the Employer to terminate your
employment or service relationship at any time;

     

    (e) you
are voluntarily participating in the Plan;

     

    (f) the
Award and the shares of Common Stock subject to the Award are an extraordinary
item that does not constitute compensation of any kind for services of any kind
rendered to the Company or the Employer, and
which is outside the scope of your employment or service contract, if
any;

     

    (g) the
Award and the shares of Common Stock subject to the Award are not intended to
replace any pension rights or compensation;

     

    (h) the
Award and the shares of Common Stock subject to the Award are not part of normal
or expected compensation or salary for any purposes, including, but not limited
to, calculating any severance, resignation, termination, redundancy, dismissal,
end of service payments, bonuses, long-service awards, pension or retirement or
welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company, the
Employer or any Affiliate;

     

    (i) the
Award and your participation in the Plan will not be interpreted to form an
employment or service contract or relationship with the Company or any
Affiliate;

     

    (j) the
future value of the underlying shares of Common Stock is unknown and cannot be
predicted with certainty;

     

    (k) in
consideration of the grant of the Award, no claim or entitlement to compensation
or damages shall arise from forfeiture of the Award resulting from termination
of your Continuous Service (for any reason whatsoever and whether or not in
breach of local labor laws) and you irrevocably release the Company and the Employer from
any such claim that may arise; if, notwithstanding the foregoing, any such claim
is found by a court of competent jurisdiction to have arisen, you shall be
deemed irrevocably to have waived your entitlement to pursue such
claim;

     

    (l) in
the event of termination of your Continuous Service (whether or not in breach of
local labor laws), your right to receive or vest in the Award under the Plan, if
any, will terminate effective as of the date that you are no longer actively
employed and will not be extended by any notice period mandated under local law
(e.g., active
employment would not include a period of “garden leave” or similar period
pursuant to local law); the Board shall have the exclusive discretion to
determine when you are no longer actively employed for purposes of your
Award;

     

    (m) the
Award and the benefits under the Plan, if any, will not automatically transfer
to another company in the case of a merger, take-over or transfer of liability;
and

     

    (n) the
Company has the right to reorganize, sell, spin out or otherwise restructure one
or more of its businesses or Affiliates at any time or from time to time, as it
deems appropriate (a “reorganization”),
and such reorganization could result in the termination of your Continuous
Service, or the termination of Affiliate status of the Employer and the loss of
benefits available to you under the Award, including but not limited to, the
termination of the right to continue vesting in the Award.

     

    11. No
Advice Regarding Grant.  The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations
regarding your participation in the Plan or your acquisition or sale of the
underlying shares of Common Stock.  You are hereby advised to consult
with your own personal tax, legal and financial advisors regarding participation
in the Plan before taking any action related to the Plan.

     

    12. Withholding
Obligations.

     

    (a) Regardless
of any action the Company or the Employer takes
with respect to any or all income tax, social insurance, payroll tax, payment on
account or other tax-related items related to your participation in the Plan and
legally applicable to you (“Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and may exceed the amount actually
withheld by the Company or the Employer.  You acknowledge that the
Company and/or the Employer (i) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect
of the Award, including, but not limited to, the grant or vesting of the Award,
the issuance of shares of Common Stock, the expiration of the Holding Period,
the sale of shares of Common Stock acquired under the Plan and the receipt of
any dividends; and (ii) do not commit to and are under no obligation to
structure the terms of the grant or any aspect of the Award to reduce or
eliminate your liability for Tax-Related Items or achieve any particular tax
result.  Further, if you have become subject to tax in more than one
jurisdiction between the Date of Grant set forth in the Grant Notice and the
date of any relevant taxable or tax withholding event, as applicable, you
acknowledge that the Company and/or the Employer (or
your former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.

     

    (b) Prior
to any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items.  In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one or a
combination of the following:

     

    
      	
              (i)  

            	
              withholding
      from your wages or other cash compensation paid to you by the Company
      and/or the Employer; or

            


    

     

    
      	
              (ii)  

            	
              causing
      you to tender a cash payment to the Company in the amount of the
      Tax-Related Items; or

            


    

     

    
      	
              (iii)  

            	
              withholding
      from proceeds of the sale of shares of Common Stock issued upon vesting of
      the Award pursuant to you entering into a “same day sale” commitment with
      a broker-dealer that is a member of the Financial Industry Regulatory
      Authority (a “FINRA
      Dealer”) whereby you irrevocably elect to sell a portion of the
      shares of Common Stock subject to the vested portion of the Award to
      satisfy the Tax-Related Items and whereby the FINRA Dealer irrevocably
      commits to forward the proceeds necessary to satisfy the Tax-Related Items
      directly to the Company and/or the Employer;
or

            


    

     

    
      	
              (iv)  

            	
              withholding
      shares of Common Stock from the shares of Common Stock otherwise issuable
      to the Escrow Agent in connection with the Award with a Fair Market Value
      (measured as of the date shares of Common Stock are issued pursuant to
      Section 8) equal to the amount of the Tax-Related
  Items.

            


    

     

    To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates.  If the obligation for
Tax-Related Items is satisfied by withholding shares of Common Stock, for tax
purposes, you are deemed to have been issued the full number of shares of Common
Stock subject to the vested portion of the Award, notwithstanding that a number
of the shares of Common Stock are held back solely for the purpose of paying the
Tax-Related Items due as a result of any aspect of your participation in the
Plan.

     

    (c) Unless
the withholding obligations of the Company and/or the Employer with regard to
all Tax-Related Items are satisfied, the Company shall have no obligation to
deliver any shares of Common Stock to the Escrow Agent.  Finally, you
agree to indemnify and hold the Company and/or the Employer harmless from any
failure by the Company and/or the Employer to withhold the proper
amount.

     

    13. Data
Privacy.  You hereby explicitly and unambiguously consent to the
collection, use and transfer, in electronic or other form, of your personal data
as described in the Grant Notice, this Restricted Stock Unit Award Agreement and
any other Award materials by and among, as applicable, the Employer, the Escrow
Agent, the Company and any Affiliate for the exclusive purpose of implementing,
administering and managing your participation in the Plan.

     

    You
understand that the Company, the Escrow Agent and the Employer may hold certain
personal information about you, including, but not limited to, your name, home
address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of Common
Stock or directorships held in the Company, details of all Awards or any other
entitlement to shares of Common Stock awarded, canceled, exercised, vested,
unvested or outstanding in your favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Data”).

    


    You
understand that Data will be transferred to E*TRADE, or such other stock plan
service provider as may be selected by the Company in the future, which is
assisting the Company with the implementation, administration and management of
the Plan.  You understand that the recipients of Data may be located
in the United States or elsewhere, and that the recipients’ country (e.g., the
United States) may have different data privacy laws and protections than your
country.  You understand that you may request a list with the names
and addresses of any potential recipients of Data by contacting your local human
resources representative.  You authorize the Company, the Escrow
Agent, E*TRADE and any other possible recipients which may assist the Company
(presently or in the future) with implementing, administering and managing the
Plan to receive, possess, use, retain and transfer Data, in electronic or other
form, for the sole purpose of implementing, administering and managing your
participation in the Plan.  You understand that Data will be held only
as long as is necessary to implement, administer and manage your participation
in the Plan.  You understand that you may, at any time, view Data,
request additional information about the storage and processing of Data, require
any necessary amendments to Data or refuse or withdraw the consents herein, in
any case without cost, by contacting in writing your local human resources
representative.  You understand, however, that refusing or withdrawing
your consent may affect your ability to participate in the Plan.  For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human resources
representative.

     

    14. Unsecured
Obligation.  Your Award is unfunded, and as a holder of a
vested Award, you shall be considered an unsecured creditor of the Company with
respect to the Company’s obligation, if any, to issue shares of Common Stock
pursuant to this Agreement.  You shall not have voting or any other
rights as a stockholder of the Company with respect to the shares of Common
Stock to be issued pursuant to this Restricted Stock Unit Award Agreement until
such shares are issued pursuant to Section 8 of this
Agreement.   Upon such issuance, you will obtain full voting and
other rights as a stockholder of the Company.  Nothing contained in
this Agreement, and no action taken pursuant to its provisions, shall create or
be construed to create a trust of any kind or a fiduciary relationship between
you and the Company or any other person.

     

    15. Other
Documents.  You hereby acknowledge receipt or the right to
receive a document providing the information required by Rule 428(b)(1)
promulgated under the Securities Act, which includes the Plan
prospectus.  In addition, you acknowledge receipt of the Company’s
policy permitting certain individuals to sell shares only during certain
“window” periods and the Company’s insider trading policy, in effect from time
to time.

     

    16. Notices.  Any notices
provided for in connection with your Award or the Plan shall be given in writing
and shall be deemed effectively given upon receipt or, in the case of notices
delivered by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided
to the Company.

     

    17. Electronic
Delivery and Participation.  The Company may, in its sole
discretion, decide to deliver any documents related to participation in the Plan
and this Award by electronic means or to request your consent to participate in
the Plan by electronic means.  You hereby consent to receive such
documents by electronic delivery and agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or a
third party designated by the Company.

     

    18. Language.  If
you have received this Agreement or any other document related to the Plan
translated into a language other than English and if the meaning of the
translated version is different than the English version, the English version
will control.

     

    19. Miscellaneous.

     

    (a) The
rights and obligations of the Company under your Award shall be transferable to
any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors
and assigns. Your rights and obligations under your Award may only be assigned
with the prior written consent of the Company.

     

    (b) The
Company reserves the right to impose other requirements on your participation in
the Plan, on the Award and on any shares of Common Stock acquired under the
Plan, to the extent the Company determines it is necessary or advisable in order
to comply with local law or facilitate the administration of the Plan, and to
require you to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.

     

    (c) You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
accepting your Award, and fully understand all provisions of your
Award.

     

    (d) This
Agreement shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.

     

    (e) All
obligations of the Company under the Plan and this Agreement shall be binding on
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the
Company.

     

    20. Governing
Plan Document.  Your Award is
subject to all the provisions of the Plan, the provisions of which are hereby
made a part of your Award, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan.  Except as expressly provided herein, in
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.

     

    21. Severability.  If
all or any part of this Agreement or the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the
Plan.  Any Section of this Agreement (or part of such a Section) so
declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the
fullest extent possible while remaining lawful and valid.

     

    22. Effect on
Other Employee Benefit Plans.  The value of the Award subject
to this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating your benefits under any employee
benefit plan sponsored by the Company or any Affiliate, except as such plan
otherwise expressly provides. The Company expressly reserves its rights to
amend, modify, or terminate any of the Company’s or any Affiliate’s employee
benefit plans.

     

    23. Choice
of Law and Venue.  The
interpretation, performance and enforcement of this Agreement will be governed
by the law of the state of Delaware without regard to such state’s conflict of
laws rules.  For purposes of litigating any dispute that arises
directly or indirectly from the relationship of the parties evidenced by this
Award or this Agreement, the parties hereby submit to and consent to the
exclusive jurisdiction of the State of California and agree that such litigation
shall be conducted only in the courts of Santa Clara County, California, or the
federal courts for the United States for the Northern District of California,
and no other courts, where this grant is made and/or to be
performed.

     

    24. Amendment.  This
Agreement may not be modified, amended or terminated except by an instrument in
writing, signed by you and by a duly authorized representative of the Company.
Notwithstanding the foregoing, this Agreement may be amended solely by the Board
by a writing which specifically states that it is amending this Agreement, so
long as a copy of such amendment is delivered to you, and provided that no such
amendment adversely affecting your rights hereunder may be made without your
written consent. Without limiting the foregoing, the Board reserves the right to
change, by written notice to you, the provisions of this Agreement in any way it
may deem necessary or advisable to carry out the purpose of the grant as a
result of any change in applicable laws or regulations or any future law,
regulation, ruling, or judicial decision, provided that any such change shall be
applicable only to rights relating to that portion of the Award which is then
subject to restrictions as provided herein.

     

    25. Compliance
with Section 409A of the Code.  This Award is
intended to comply with the “short-term deferral” rule set forth in Treasury
Regulation Section 1.409A-1(b)(4).  Notwithstanding the foregoing, if
it is determined that the Award fails to satisfy the requirements of the
short-term deferral rule and is otherwise deferred compensation subject to
Section 409A, and if you are a “Specified Employee” (within the meaning set
forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation
from service (within the meaning of Treasury Regulation Section 1.409A-1(h)),
then the issuance of any shares that would otherwise be made upon the date of
the separation from service or within the first six (6) months thereafter will
not be made on the originally scheduled date(s) and will instead be issued in a
lump sum on the date that is six (6) months and one day after the date of the
separation from service, with the balance of the shares issued thereafter in
accordance with the original vesting and issuance schedule set forth above, but
if and only if such delay in the issuance of the shares is necessary to avoid
the imposition of taxation on you in respect of the shares under Section 409A of
the Code.  Each installment of shares that vests is intended to
constitute a “separate payment” for purposes of Treasury Regulation Section
1.409A-2(b)(2).

     

    26. Appendix.
Notwithstanding any provisions in this Agreement, the Award shall be subject to
any special terms and conditions set forth in any Appendix to this Agreement for
your country.  Moreover, if you relocate to one of the countries
included in the Appendix, the special terms and conditions for such country will
apply to you, to the extent the Company determines that the application of such
terms and conditions is necessary or advisable in order to comply with local law
or facilitate the administration of the Plan.  The Appendix
constitutes part of this Agreement.

     

    


     

    Escrow
Agent hereby acknowledges and accepts its rights and responsibilities pursuant
to Section 7 above.

    


    


    ___________________________

     

    Escrow
Agent

     


    
      
        
                                                                   
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    Appendix

    


    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

    


    Restricted
Stock Unit Agreement

    For
Non-U.S. Employees

    


    


    Terms
and Conditions

     

    This
Appendix includes special terms and conditions applicable to Participants in the
countries covered by the Appendix.  These terms and conditions are in
addition to or, if so indicated, in place of, the terms and conditions set forth
in the Agreement.  Defined terms not explicitly defined in this
Appendix but defined in the Plan or the Agreement shall have the same
definitions given to them in the Plan or the Agreement, as the case may
be.

     

    Notifications

     

    This
Appendix also includes notifications relating to exchange control and other
issues of which the Participant should be aware with respect to his or her
participation in the Plan.  The information is based on the exchange
control, securities and other laws in effect in the countries to which this
Appendix refers as of January 2009.  Such laws are often complex and
change frequently.  As a result, the Company strongly recommends that
the Participant not rely on the notifications herein as the only source of
information relating to the consequences of participation in the Plan because
the information may be out of date at the time the Award vests and shares of
Common Stock are issued to the Participant or the shares of Common Stock issued
upon vesting of the Award are sold.

    


    In
addition, the notifications are general in nature and may not apply to the
particular situation of the Participant.  The Company is not in a
position to assure the Participant of any particular
result.  Accordingly, each Participant is advised to seek appropriate
professional advice as to how the relevant laws in his or her country may apply
to his or her situation.  Finally, if the Participant is a citizen or
resident of a country other than the one in which he or she is currently
working, the information contained herein may not be applicable to the
Participant.

    



    
      
        
                                                              
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    Appendix
for Canada

     

    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

    


    Restricted
Stock Unit Agreement

    For
Non-U.S. Employees

    


    


    Terms
and Conditions

     

    Settlement
of Award.  Notwithstanding any discretion or anything to the
contrary in the Plan, the Award does not provide any right for you to receive a
cash payment and the Award will be settled in shares of Common Stock
only.

    


    The
following provisions will apply to Participants who are residents of
Quebec:

    


    Language
Consent. The
parties acknowledge that it is their express wish that the Agreement, including
this Appendix, as well as all documents, notices, and legal proceedings entered
into, given or instituted pursuant hereto or relating directly or indirectly
hereto, be drawn up in English.

    


    Consentement
relatif à la langue utilisée.  Les parties reconnaissent
avoir souhaité expressément que la convention ainsi que cette Annexe, ainsi que
tous les documents, les notices et la documentation juridique fournis ou mis en
œuvre ou institués directement ou indirectement, relativement aux présentes,
soient rédigés en anglais.

     

    Data
Privacy.  This provision
supplements Section 13 of the Agreement:

    


    You
hereby authorize the Company and the Company’s representatives to discuss with
and obtain all relevant information from all personnel, professional or not,
involved in the administration and operation of the Plan.  You further
authorize the Company, any of its Affiliates and E*TRADE (or any other stock
plan service provider as may be selected by the Company to assist with the Plan)
to disclose and discuss the Plan with their respective advisors.  You
further authorize the Company and any of its Affiliates to record such
information and to keep such information in your employee file.


    
      
        
                                                                    
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    Appendix
for Germany

     

    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

    


    Restricted
Stock Unit Agreement

    For
Non-U.S. Employees

    


    


    Notifications

    


    Exchange
Control Notification.  Cross-border payments in excess of
€12,500 must be reported monthly to the German Federal Bank.  If you
use a German bank to transfer a cross-border payment in excess of €12,500 in
connection with the sale of shares of Common Stock acquired under the Plan, the
bank will make the report for you.  You must also report to the German
Federal Bank any receivables or payables or debts in foreign currency exceeding
an amount of €5,000,000 in any month.


    
      
        
                                                                   
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    Appendix
for the Netherlands

     

    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

    


    Restricted
Stock Unit Agreement

    For
Non-U.S. Employees

    


    


    Notifications

     

    Securities
Law Notification. You should be aware of
Dutch insider trading rules which may impact the sale of shares of Common Stock
acquired under the Plan.  In particular, you may be prohibited from
effecting certain transactions if you have insider information regarding the
Company.

     

    In
accepting the Award and participating in the Plan, you acknowledge having read
and understood this Securities Law Notification and further acknowledge that it
is your responsibility to comply with the following Dutch insider trading
rules:

     

    Under
Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone
who has “inside information” related to the Company is prohibited from
effectuating a transaction in securities in or from the
Netherlands.  “Inside information” is knowledge of a detail concerning
the issuer to which the securities relate that is not public and which, if
published, would reasonably be expected to affect the stock price, regardless of
the development of the price.

     

    Given
the broad scope of the definition of inside information, certain employees of
the Company working at an Affiliate in the Netherlands (including you) may
have inside information and, thus, would be prohibited from effectuating a
transaction in securities in the Netherlands at a time when they have such
inside information.

     


    
      
        
                                                                     
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    Appendix
for Poland

     

    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

    


    Restricted
Stock Unit Agreement

    For
Non-U.S. Employees

    


    


    Notifications

     

    Exchange
Control Notification. If you transfer funds in excess of €15,000
into or out of Poland in connection with the sale of shares of Common Stock
acquired under the Plan, the funds must be transferred via a bank
account.  You are required to retain the documents connected with a
foreign exchange transaction for a period of five (5) years, as measured from
the end of the year in which such transaction occurred.  If you hold
shares of Common Stock acquired under the Plan and/or keep a bank account
abroad, you will have reporting duties to the National Bank of Poland. Please consult with your personal
legal advisor to determine what you must do to fulfill any applicable reporting
duties.

    


     


    
      
        
                                                                   
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    Appendix
for Russia

     

    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

    


    Restricted
Stock Unit Agreement

    For
Non-U.S. Employees

    


    


    Notifications

     

    Exchange
Control Notification. You must repatriate to Russia the proceeds
from the sale of shares of Common Stock and any cash dividends received in
relation to the shares within a reasonably short time of receipt.  The
sale proceeds and any cash dividends received must be initially credited to you
through a foreign currency account opened in your name at an authorized bank in
Russia.  After the funds are initially received in Russia, they may be
further remitted to foreign banks subject to the following limitations: (i) the
foreign account may be opened only for individuals; (ii) the foreign account may
not be used for business activities; and (iii) you must give notice to the
Russian tax authorities about the opening or closing of each foreign account
within one month of the account opening or closing, as applicable.

    


    Securities
Law Notification. The Agreement, the Plan and all other materials
you may receive regarding your Award and participation in the Plan do not
constitute advertising or an offering of securities in Russia.  The
issuance of shares of Common Stock under the Plan has not and will not be
registered in Russia and, therefore, the shares of Common Stock described in any
Plan documents may not be offered or placed in public circulation in
Russia.

    


    In
no event will shares of Common Stock be delivered to you in Russia; all shares
of Common Stock acquired under the Plan will be maintained on your behalf in the
United States.

    


    You
are not permitted to sell shares of Common Stock directly to a Russian legal
entity or resident.

    


     


    
      
        
                                                                   
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    Appendix
for Spain

     

    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

    


    Restricted
Stock Unit Agreement

    For
Non-U.S. Employees

    


    


    Terms
and Conditions

     

    Nature
of Grant. This
provision supplements Section 10 of the Agreement:

    


    In
accepting the Award, you consent to participate in the Plan and acknowledge
having received and read a copy of the Plan.

    


    Further,
you understand that the Company has unilaterally, gratuitously and
discretionally decided to grant restricted stock units under the Plan to
individuals who may be employees of the Company or one of its Affiliates
throughout the world.  The decision is a limited decision that is
entered into upon the express assumption and condition that any grant will not
bind the Company or any of its Affiliates.  Consequently, you
understand that the Award is granted on the assumption and condition that such
Award and any shares of Common Stock acquired upon vesting of the Award shall
not become a part of any employment contract (either with the Company or any of
its Affiliates) and shall not be considered a mandatory benefit, salary for any
purposes (including severance compensation) or any other right
whatsoever.  In addition, you understand that the Award would not
granted but for the assumptions and conditions referred to above; thus, you
acknowledge and freely accept that should any or all of the assumptions be
mistaken or should any of the conditions not be met for any reason, then any
grant of the Award shall be null and void.

    


     Notifications

    


    Exchange
Control Notification. You must declare the
acquisition of shares of stock in a foreign company (including shares of Common
Stock acquired upon vesting of the Award) to the Direccion General de Política
Comercial y de Inversiones Extranjeras (the “DGPCIE”) of the Ministerio de Economia for
statistical purposes.  You must also declare ownership of any shares
of stock in a foreign company (including shares of Common Stock acquired upon
vesting of the Award) with the Directorate of Foreign Transactions each January
while the shares of stock are owned.  In addition, if you wish to
import the ownership title of shares of stock in a foreign company (including
shares of Common Stock acquired upon vesting of the Award) (i.e., stock certificates)
into Spain, you must declare the importation of such securities to the
DGPCIE.

     

    When
receiving foreign currency payments derived from the ownership of shares of
stock (including shares of Common Stock acquired upon vesting of the Award)
(e.g., cash dividends or sale
proceeds), you must inform the financial institution receiving the payment of
the basis upon which such payment is made.  You will need to provide
the institution with the following information: (i) your name, address, and
fiscal identification number; (ii) the name and corporate domicile of the
Company; (iii) the amount of the payment; (iv) the currency used; (v) the
country of origin; (vi) the reasons for the payment; and (vii) any further
information that may be required.


    
      
        
                                                                   
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    Appendix
for the United Kingdom

     

    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

    


    Restricted
Stock Unit Agreement

    For
Non-U.S. Employees

    


    


    Terms
and Conditions

    


    Withholding
Obligations.  This
section supplements Section 12 of the Agreement:

    


    If
payment or withholding of the Tax-Related Items is not made within ninety (90)
days of the event giving rise to the Tax-Related Items or such other period
specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
Act 2003 (the “Due
Date”), the amount of any uncollected Tax-Related Items shall constitute
a loan owed by you to the Employer, effective as of the Due Date.  You
agree that the loan will bear interest at the then-current official rate of Her
Majesty’s Revenue & Customs (“HMRC”),
it shall be immediately due and repayable, and the Company or the Employer may
recover it at any time thereafter by any of the means referred to in
Section 12 of the Agreement.  Notwithstanding the foregoing,
if you are a director or executive officer of the Company (within the meaning of
Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you
shall not be eligible for a loan from the Company to cover the Tax-Related
Items.  In the event that you are a director or executive officer and
Tax-Related Items are not collected from or paid by you by the Due Date, the
amount of any uncollected Tax-Related Items will constitute a benefit to you on
which additional income tax and national insurance contributions (“NICs”)
will be payable.  You will be responsible for reporting any income tax
and NICs due on this additional benefit directly to HMRC under the
self-assessment regime.

    


    Section 431
Joint Election.  As a condition of
participation in the Plan and the acquisition of shares of Common Stock or other
securities pursuant to or in connection with the Award, you agree to enter into
a joint election within Section 431 of the U.K. Income Tax (Earnings and
Pensions) Act 2003 (the “Section 431
Joint Election”).

    


    The
effect of the Section 431 Joint Election is that the shares of Common Stock
issued at vesting will not be treated as “restricted securities” for U.K. tax
purposes, notwithstanding the Holding Period applicable to such shares of Common
Stock.

    


    If
you do not enter into the Section 431 Joint Election at the time you accept this
Agreement, you will not be entitled to vest in the Award unless and until you
enter into the Section 431 Joint Election and no shares of Common Stock will be
issued under the Plan, without any liability to the Company and/or the
Employer.  If you do not enter into the Section 431 Joint Election
prior to or concurrent with the acquisition of any other securities in
connection with the Award, you will not be entitled to acquire such securities
unless and until you enter into the Section 431 Joint Election, without any
liability to the Company and/or the Employer.


    
      
        
                                                                   
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