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EXHIBIT 10.20 PLUMTREE SOFTWARE, INC.
ADRIANA CHIOCCHI OFFER LETTER Dear Adriana: We are delighted to extend an offer to you with Plumtree Software as Vice
President and General Counsel, reporting to Eric Borrmann, Chief Financial
Officer. Your anticipated start date of employment is to be determined but no
later than July 31, 2004. Compensation: Your starting base salary will be $190,000 per annum, payable in
accordance with the Companys standard practices and subject to all legally
required deductions. Employees presently are paid on the fifteenth and last
day of each month. In addition, you are eligible to participate in the Plumtree
bonus plan. Your annual bonus qualification is up to 30% of your annual base
salary, and will be earned based upon achievement of goals and objectives to be
discussed with your manager and subject to the then current Plumtree Bonus
Plan. Stock Options:Subject to approval by the Companys Board of Directors, and, if
applicable, the Companys shareholders, you will receive options to purchase
140,000 shares of the Companys common stock pursuant to the 2002 Stock Option
Plan (or applicable successor plan). After twelve months of employment, 25% of
such options will vest. The remaining options will vest in equal amounts
thereafter, at the rate of 1/48th of such options subject to the grant per
month. All such options, therefore, should vest after four years employment at
the Company. The exercise price of such options will be equal to the fair
market value of the Companys common stock, which is the closing price of
Plumtrees common stock on the NASDAQ National Market on the date such options
are approved by the Board of Directors or as otherwise determined by the Board
of Directors, at the next meeting of the Board of Directors following your
first day of employment with Plumtree Software. If your employment ends for
any reason (other than your death or disability for which a longer term may
apply) the right to exercise any vested options will expire after ninety (90)
days. Additionally, if your employment ends for any reason all your unvested
options will immediately be cancelled. Option grant documents which will be
provided to you by the Company upon the approval of your grant and the
Companys 2002 Stock Option Plan contain more details. Change of Control:
Subject to approval by the Companys Board of Directors and the execution and
delivery of a Change of Control Addendum to your Option Grant Agreement vesting
the forgoing options will be accelerated in the event of a transaction which
constitutes a Change of Control of the Company as follows: 100% of your
outstanding and unvested options shall be vested if, in the six months
following the consummation of a Change of Control your employment is terminated
without any Cause, or your base compensation or job responsibilities are
materially reduced, or if the location of your employment is changed to any
location other than the San Francisco Bay Area. In addition, if, in the 6
months following the consummation of a Change of Control your employment is
terminated without 1




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any Cause, you will receive the equivalent of 3 months of
your then current base salary and 3 months of Plumtree-paid health and welfare
benefits coverage. Benefits: The Company presently provides medical, dental and vision coverage
for its employees at no additional cost. Benefit coverage begins on the date of
your employment with the Company. Coverage for dependents is also available
with a nominal employee contribution. In addition, the Company presently
provides its employees with ESPP, 401(k), life insurance, accidental death and
dismemberment and disability salary continuation insurance. A package with a
benefits summary and other required forms will be provided to you on your first
day of employment or mailed in advance to your home address. Conditions of Employment:This offer of at-will employment is contingent upon:
(1) your provision of accurate and complete information in the attached
Employment Application and any supporting documentation; (2) your Successful
Comprehensive Background Check, (release attached) including reference and
conflicts checks; (3) the absence of any material change in general economic
conditions or in our business structure or prospects that transpires prior to
your agreed upon start date; (4) your execution and delivery to the Company of
our standard Employee Invention and Proprietary Rights Assignment Agreement;
(5) your written acknowledgement of all the Companys policies and procedures
as set forth in the Companys Employee Handbook or otherwise provided to you in
writing; and (6) as required by federal immigration law, your provision of
documentary evidence to the Company of your identity and eligibility for
employment in the United States. Such documentation must be provided to us
within three business days of your date of hire, or our employment relationship
will be terminated. We hope that you and the Company will find mutual satisfaction with your
employment. All of us at Plumtree are very excited about you joining our team
and look forward to a beneficial and fruitful relationship. Nevertheless,
employees have the right to terminate
their employment at any time, with or without cause or notice, and the Company
reserves for itself an equal right. Nothing in this letter is intended to
modify the at-will employment relationship and any terms of employment other
than at-will employment upon the terms expressly stated herein must be approved
in writing by the Chief Financial Officer of the Company. Arbitration Agreement:In the event of any dispute or claim relating to or
arising out of your employment with the Company (including, but not limited to,
any claims of breach of contract, wrongful termination, harassment, or age,
sex, race or other discrimination), you and the Company agree that to the
extent allowable by law, all such disputes shall be fully and finally resolved
by binding arbitration conducted by the American Arbitration Association (the
AAA). The AAA shall administer the arbitration in accordance with its
National Employment Dispute Resolution rules, as those rules are currently in
effect. Please note that you are welcome to speak with an attorney prior to
signing this Arbitration Agreement, and that by accepting this Arbitration
Agreement, you are waiving any right to a jury trial in any matter which the
law permits to be resolved by arbitration. However, this Arbitration Agreement
shall not apply to any disputes or claims by you or the Company relating to or
arising out of the misuse or misappropriation of trade secrets or proprietary
information. The Company will incur all of the costs of the arbitration which
would not ordinarily be borne by you had you filed a lawsuit in court. Further,
you and the Company agree that the prevailing
party in any arbitration, or any lawsuit for the protection of trade secrets
and proprietary information, shall be entitled to its attorneys fees and costs
to the extent permissible by law. 2




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The terms described in this letter shall be the terms of your employment and
shall supersede any prior discussion, writings or commitments. Any additions
or modifications would have to be in writing and signed by you and the
appropriate officer of Plumtree
Software, Inc. The terms of this offer may only be changed by written
agreement, although the Company may from time to time, in its sole discretion,
adjust the salaries and benefits paid to you and its other employees, as well
as reporting relationships, job titles and responsibilities. Should you have
any questions with regard to any of the items indicated above, please contact
your manager or the Human Resources Department. This conditional offer of employment is valid until the close of business on
July 7, 2004. Kindly indicate your consent to this employment agreement by
signing and returning to Human Resources the following documents: a copy of
this letter, a completed employment application, the enclosed Employee
Inventions and Proprietary Rights Assignment Agreement, the Authorization and
Consent for Release of Information, and the New Hire Data Sheet. You may fax
these documents to the Human Resources confidential fax at 415 263-8942, or you
may mail them to Human Resources, Plumtree Software, 500 Sansome Street Suite
100, San Francisco, CA 94111. Please let me know if you have any questions about this offer or the enclosed
documents. Sincerely, Traunza Adams
Director of Human Resources Accepted: /s/ Adriana Chiocchi   July 5, 2004   Enclosures:
Employment Application
Employee Inventions and Proprietary Rights Assignment Agreement
Authorization and Consent for Release of Information
Benefit Summary
New Hire Data Sheet 3