ex1090.htm


    Exhibit
10.90

     

    


    March
2, 2009

    


    Marchai
Bruchey

    


    


    Dear
Marchai,

    


    It
gives me great pleasure to confirm that the Compensation Committee of the Board
of Directors has recommended to the full Board and the Board has approved an
offer to you of employment with Chordiant Software, Inc as Vice President and
Chief Marketing Officer reporting directly to Steven R. Springsteel, Chairman,
President and CEO. The terms of this employment are detailed as
follows:

    


    Your
annual salary will be $240,000.00 less payroll deductions and all required
withholdings, and will be payable bi-monthly in increments of $10,000 on the
fifteenth and last day of each month. You will have a total bonus target equal
to 50% of your base salary at 100% attainment of all objectives under
Chordiant’s Fiscal year 2009 Executive Incentive Bonus Program. Chordiant will
have the sole discretion to determine if you have earned this bonus and, the
amount of bonus. You must be employed by Chordiant on the date such bonuses are
paid in order to earn any bonus.

    


    Additionally,
the Board of Directors has authorized the Company to grant you a restricted
stock unit for 50,000 shares of the Company’s common stock.  This
restricted stock unit shall be granted in accordance with the Company’s standard
equity granting practices, and pursuant to, and subject to the terms of, the
Company's standard form of restricted stock unit grant notice and
agreement.

     

    As
an executive of the Company, you will participate in the Change in Control
program as revised and approved by Chordiant's Board of Directors.

    


    You
will be eligible for Chordiant Software’s Employee Benefits program, which
includes among others, participation in our 401(k) Plan, and the company Group
Medical, Dental, and Disability Insurance Programs.  Chordiant may
change compensation and benefits from time to time in its
discretion.

    


    You
will be expected to sign and comply with a proprietary information and
non-disclosure agreement which requires among other provisions, the assignment
of patent rights to any invention made during your employment at Chordiant
Software and nondisclosure of proprietary information. You also will be expected
to abide by the Company’s standard policies and procedures, and acknowledge in
writing that you have read and will comply with the Company’s Employee
Handbook.

    


    This
offer is contingent upon a successful background check, successful reference
checks, and your submission of an I-9 form and satisfactory documentation and
identification supporting your right to work in the United
States.  These must be provided on your first day of
employment.  Please bring these with you on your first
day.

    


    Employment
with Chordiant Software is considered employment “at will” and may be terminated
by you or Chordiant Software at any time with or without cause, and with or
without advance notice.  Your employment at-will status can only be
modified in a written agreement signed by you and by a duly authorized officer
of the Company. The Company may change your position, duties, and work location
from time to time in its discretion.

    


    As
part of your duties for Chordiant, you may be assigned to work onsite with a
Chordiant customer.  Some of these customers have additional
requirements that they impose upon individuals who work onsite at their
business.  If you are assigned to work with such a customer, you will
be given notice of the customer’s additional requirements and will be asked to
consent to these requirements.

    


    This
letter, together with your proprietary information and non-disclosure agreement,
forms the complete and exclusive statement of your employment agreement with the
Company.  The terms in this letter supersede any other agreements or
promises made to you by anyone, whether oral or written.  This letter
agreement cannot be changed except in a written agreement signed by you and a
duly authorized officer of the Company.

    


    This
offer is valid through March 9, 2009. Please sign below to indicate your
acceptance of this offer and return by fax to Human Resources at 408 517-6176
(fax).  Please send an original signed copy in the pre-addressed
enclosed envelope. Details regarding orientation will be mailed to you prior to
your start date. Orientation is held at 10:00 PST on your start date or you can
arrange with your manager to attend orientation in one of Chordiant’s remote
offices.

    


    


    


    


    Sincerely,

    


    


    /s/
Jack Landers

    


    Jack
Landers

    Vice
President, Human Resources

    


    


    


    


    


    
      	
              Accepted :

            	
               /s/ Marchai
      Bruchey

            	 
      	
              Date
      Signed:

            	
              3/4/09

            	 
      	
              Monday
      Start Date:

            	 
      	
              4/6/09