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EXHIBIT 10.18 PLUMTREE SOFTWARE, INC.
PAUL CIANDRINI EMPLOYMENT AGREEMENT This Agreement is entered into as of the date that this Agreement is fully
executed by both Company and Executive (the Effective Date), by and between
Plumtree Software, Inc., a Delaware corporation with its principal place of
business located at 500 Sansome Street, San Francisco, California 94111 (the
Company), and Paul Ciandrini, an individual (Executive). 1. Duties and Scope of Employment. (a) Positions and Duties. As of the Effective Date, Executive will serve as
Chief Operating Officer of the Company. 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 President and Chief Executive Officer. Such duties will
include, but may not be limited to, management of the Companys sales,
channels, services, marketing and product management departments. The period of
Executives employment under this Agreement is referred to herein as the
Employment Term. (b) Obligations. During the Employment Term, Executive will perform his duties
faithfully and to the best of his ability and will devote his full business
efforts and time to the Company and refrain from professional practice other
than for the account and benefit of the Company. For the duration of the
Employment Term, Executive agrees not to engage in any business practice or
action which Executive knows, or should know, could harm the business or
reputation of the Company. Executive further agrees not to actively engage in
any other employment, occupation or consulting activity for any direct or
indirect remuneration without the prior approval of the Companys Board of
Directors (the Board). (c) Conflicts. Executive represents and warrants that Executive is not bound
by or a party to any obligation or agreement that would or could prohibit or
restrict Executive from being employed by the Company or from performing his
duties to the Company under this Agreement. Executive represents and warrants
that no dispute, action or claim is pending or has been threatened against
Executive or Company by any third party in connection with any prior
employment, with termination of any prior employment, or with his actual or
prospective employment by the Company. 2. At-Will Employment. The parties agree that Executives employment with the Company will be
at-will employment and may be terminated at any time with or without cause or
notice. Executive understands and agrees that neither his job performance nor
promotions, commendations, bonuses or the like from the Company give rise to or
in any way serve as the basis for modification, amendment, or extension, by
implication or otherwise, of his employment with the Company. 3. Compensation. (a) Base Salary. During the Employment Term, the Company will pay Executive,
as compensation for his services, a base salary at the annualized rate of
$350,000 (the Base Salary). The Base Salary will be paid periodically in
accordance with the Companys normal payroll practices and will be subject to
the usual, required withholding. The Board may review and/or adjust the Base
Salary from time to time in its sale discretion; provided, however that
Reduction of the Base Salary rate during the first two (2) years without
Executives consent shall, at Executives election, constitute termination
without Cause (but shall not waive or excuse any Cause). (b) Signing Bonus. On the ninetieth (90th) calendar day following the
Effective Date, Executive will receive a one-time bonus of $100,000; provided,
however, that Executives right to receive such bonus will automatically
terminate if Executives employment with the Company ends for Cause prior to
the payment date.




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(c) Executive Bonus Plan. Executive will be eligible for an initial target
bonus of up to $400,000 per annum, to be paid pursuant to the terms and
conditions of the Companys Executive Bonus Plan as in effect from time to time
at the discretion of the Board. Notwithstanding the foregoing, during the first
two (2) calendar years of Executives employment with the Company (the Minimum
Bonus Period), Executive will be entitled to a minimum bonus of $250,000 per
annum (to be paid quarterly) (the Minimum Bonus Rate), notwithstanding the
achievement of applicable
performance targets set forth in the Executive Bonus Plan. Except as expressly
set forth in Section 5(a) below (Involuntary Termination), Executives right
to receive any performance bonus will terminate automatically as of the date
Executives employment with the Company ends for any reason. (d) First Option. The Company will recommend to the Board at the first Board
meeting following the Effective Date that Executive be granted a stock option
to purchase five hundred thousand (500,000) shares of the Companys common
stock at an exercise price equal to the closing bid price of the Companys
common stock on the NASDAQ National Market on the date of grant (the First
Option). Subject to the accelerated vesting provisions set forth herein, the
First Option will vest as to one forty-eighth (1/48th) of the shares subject to
the First Option monthly after the Effective Date, so that the First Option
will be fully vested and exercisable four (4) years from the Effective Date,
subject to Executives continued service to the Company on the relevant vesting
dates. (e) Performance Option. The Company will recommend to the Board at the first
Board meeting following the Effective Date that Executive be granted an
additional stock option to purchase five hundred thousand (500,000) shares of
the Companys common stock at an exercise price equal to the fair market value
of the Companys common stock on the date of grant (the Performance Option).
Subject to the accelerated vesting provisions set forth herein, the Performance
Option will vest as to one hundred (100%) percent of the shares subject to the
Performance Option four (4) years from the Effective Date; provided, however
that shares subject to the Performance Option may vest earlier upon the
achievement of certain Company-based performance goals as set forth on the
table below. Vesting of the Performance Option will in all cases be subject to
Executives continued service to the Company on the relevant vesting dates. Performance Option  Vesting Schedule Number of shares subject to Performance Option to accelerate
    
    Value that the closing bid price for the Company's common stock on the Nasdaq National Market (or at the successor exchange upon which the Company's shares of common stock are principally traded) needs to be greater than for thirty (30) consecutive trading days; provided, however, that such price target will be adjusted appropriately for any stock splits or stock dividends effected by the Company without receipt of commensurate consideration125,000
    
    $10100,000
    
    $18100,000
    
    $25100,000
    
    $3575,000
    
    $45
 (f) General Option Terms. If Executives employment with the Company
terminates for any reason (other than Executives death or permanent disability
for which a longer term may apply), Executives right to exercise any vested
shares subject to the First and Performance Options will expire ninety (90)
days after such termination date. The First and Performance Options will be
subject to the terms and conditions of the Companys 2002 Stock Plan (the
Option Plan) and the stock option agreements by and between Executive and the
Company (the Option Agreement), all of which documents are incorporated
herein by reference. 4. Employee Benefits. During the Employment Term, Executive will be entitled to participate in the
employee benefit plans currently and hereafter maintained by the Company which
is generally applicable to other senior executives of the Company, including,
without limitation, the Companys group medical, dental, vision, disability,
and life insurance. Executive




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understands that senior executives at the Company
(Vice Presidents and above) currently do not accrue vacation time or paid time
off but may take time off in their reasonable discretion as the necessities of
the position permit. The Company reserves the right to cancel or change the
vacation or benefit plans and programs it offers to its senior executives and
employees at any time. 5. Severance. (a) Involuntary Termination. If, within the first twelve (12) months of the
Effective Date, Executives employment with the Company terminates other than
voluntarily or for Cause, and Executive signs and does not revoke the Companys
standard release of claims, then Executive will be entitled to receive payments
of severance pay at a rate equal to his Base Salary rate as then in effect, and
Minimum Bonus Rate, for a period of twelve (12) months from the date of such
termination, to be paid periodically in accordance with the Companys normal
payroll policies; provided, that such amount may be payable earlier in a
lump-sum in the Companys discretion. If at anytime following the first twelve
(12) months of the Effective Date, Executives employment with the Company
terminates other than voluntarily or for Cause, and Executive signs and does
not revoke the Companys standard release of claims, then Executive will be
entitled to receive payments of severance pay at a rate equal to his Base
Salary rate as then in effect, (and, if to the extent still within the Minimum
Bonus Period, the Minimum Bonus Rate), for a period of six (6) months from the
date of such termination, to be paid periodically in accordance with the
Companys normal payroll policies; provided, that such amount may be payable
earlier in a lump-sum in the Companys discretion. (b) Change of Control Severance. If, within six (6) months following a Change
of Control, Executives employment with the Company (or its successor
corporation) terminates other than voluntarily or for Cause, or if Executive is
subject to a material reduction in compensation or responsibility, or if
Executive is required to relocate more than seventy-five (75) miles from the
Companys then current headquarters then one hundred (100%) percent of any
unvested shares subject to the First and Performance Options will immediately
vest and become exercisable. Thereafter, the First and Performance Options will
continue to be subject to the terms and conditions of the Option Plan and
Option Agreements. (c) Other Termination. If Executives employment with the Company terminates
voluntarily by Executive, for Cause by the Company, due to Executives death or
becoming permanently and totally disabled (as defined in accordance with
Internal Revenue Code Section 22(e)(3) or its successor provision, or for any
reason other than as set forth in Sections 6(a) and (b), then: (i) all vesting
of the First and Performance Options will terminate immediately and all
payments of compensation by the Company to Executive hereunder will terminate
immediately (except as to amounts already earned); and (ii) Executive will only
be eligible for severance benefits in accordance with the Companys established
policies, if and as then in effect. 6. Definitions. (a) Cause. For purposes of this Agreement, Cause is defined as: (i) an act
of material dishonesty made by Executive in connection with Executives
responsibilities as an employee; (ii) Executives conviction of, or plea of
nolo contendere to a felony, or any misdemeanor that involves fraud, financial
dishonesty, or moral turpitude; (iii) Executives gross misconduct, or any
misconduct that involves fraud or financial dishonesty; (iv) Executives
continued violations of his employment duties after Executive has received a
written demand for performance from the Company which specifically sets forth
the factual basis for the Companys belief that Executive has not substantially
performed his duties; or (v) Executives breach or threatened breach of the
Employee Invention and Proprietary Rights Agreement or other written agreement
entered into by and between Executive and the Company. (b) Change of Control. For purposes of this Agreement, Change of Control of the Company is defined as: (i) any person (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or
becomes the beneficial owner (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing fifty (50%)
percent or more of the total voting power, represented by the Companys then
outstanding voting securities; or (ii) a change in the composition of the Board
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. Incumbent Directors will mean
directors who either (A) are directors of the Company as of the date hereof, or
(B) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such




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election or nomination (but will not include an individual whose election or
nomination is in connection with an actual or threatened proxy contest relating
to the election of directors to the Company); or (iii) (the date of) the
consummation of a merger or consolidation of the Company with any other
corporation that has been approved by the stockholders of the Company, other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) more than fifty (50%) percent of the total voting
power represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or a plan of
complete liquidation of the Company that has been approved by the stockholders
of the Company; or (iv) (the date of) the consummation of the sale or
disposition by the Company of all or substantially all the Companys assets. 7. Conditions of Employment. Executive agrees to enter into the Companys standard Employee Invention and
Proprietary Rights Agreement (the Invention Agreement) upon commencing
employment hereunder. Executive also agrees to provide the Company with: (i)
accurate and complete information in the attached Employment Application and
any supporting documentation; and (ii) a written acknowledgement of the
Companys policies and procedures as set forth in the Companys Employee
Handbook or otherwise provided to Executive in writing. This Agreement is
contingent on the Companys completion of a successful comprehensive background
check of the Executive. As required by federal immigration law, Executive
agrees to provide the Company with documentary evidence of Executives identity
and eligibility for employment in the United States. Executive must provide
such documentation to the Company within three (3) business days of the
Effective Date, or Executives employment relationship with the Company
hereunder will be terminated. 8. Assignment. This Agreement will be binding upon and inure to the benefit of: (i) the heirs,
executors and legal representatives of Executive upon Executives death; and
(ii) any successor of the Company. Any such successor of the Company will be
deemed substituted for the Company under the terms of this Agreement for all
purposes. For this purpose, successor means any person, firm, corporation or
other business entity which at any time, whether by purchase, merger or
otherwise, directly or indirectly acquires all or substantially all of the
assets or business of the Company. None of the rights of Executive to receive
any form of compensation payable pursuant to this Agreement may be assigned or
transferred except by will or by the laws of descent and distribution. Any
other attempted assignment, transfer, conveyance or other disposition of
Executives right to compensation or other benefits will be null and void. 9. Notices. All notices, requests, demands and other communications called for hereunder
will be in writing and will be deemed given: (i) on the date of delivery if
delivered personally; (ii) one (1) day after being sent by a well established
commercial overnight service; or (iii) 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: Plumtree Software, Inc.
500 Sansome Street
San Francisco, CA 94111
Attn: General Counsel If to Executive: At the last residential address known by the Company. 10. Severability.




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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. 11. Arbitration. In the event of any dispute or claim relating to or arising out of Executives
employment with the Company or termination thereof (including, but not limited
to, any claims of breach of contract, wrongful termination, harassment, or age,
sex, race or other discrimination), Executive and the Company agree that to the
maximum extent allowable by law, any and all such disputes will be fully and
finally resolved only by binding arbitration conducted by the American
Arbitration Association (the AAA). The AAA will administer the arbitration in
accordance with its National Employment Dispute Resolution rules, as those
rules are then in effect. Executive acknowledges that he has been encouraged to
speak with an attorney prior to signing this Agreement, and that by accepting
this Agreement Executive is
waiving any right to a jury trial in any matter that the law permits to be
resolved by arbitration. However, this Agreement will not apply to any disputes
or claims by Executive 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 Executive had Executive filed a lawsuit in court. However, Executive
and the Company agree that the prevailing party in any arbitration, or any
lawsuit for the protection of trade secrets and proprietary information (and
only in such matters), will be entitled to its attorneys fees and costs to the
extent permissible by law. 12. Integration. This Agreement, together with the Option Plan, Option Agreement and the
Invention 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 duly authorized representatives of the parties hereto. 13. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of
applicable taxes. 14. Governing Law. This Agreement will be governed by the laws of the State of California (with
the exception of its conflict of laws provisions). 15. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter
with and obtain advice from his private attorney, has had sufficient time to,
and has carefully read and fully understands all the provisions of this
Agreement, and is knowingly and voluntarily entering into this Agreement. IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by their duly authorized officers, as of the day and year
first above written. COMPANY:PLUMTREE SOFTWARE, INC.By:
    
    /s/ John Kunze
    
    Date:
    
    March 16, 2004John KunzePresident and Chief Executive Officer




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By:
    
    /s/ Rupen Dolasia
    
    Date:
    
    March 16, 2004Rupen DolasiaChairman of the Board of DirectorsEXECUTIVE:By:
    
    /s/ Paul Ciandrini
    
    Date:
    
    March 16, 2004Paul Ciandrini