ex1065.htm


    Exhibit
      10.65

    


    October
      19, 2007

    


    David
      Cunningham

    51
      Summit Road

    Riverside,
      CT  06878

    


    Dear
      David,

    


    It
      gives me great pleasure to offer you employment with Chordiant Software, Inc
      as
      Vice President Worldwide Sales, reporting directly to Steven R. Springsteel,
      Chairman, President and CEO. The terms of your employment are detailed as
      follows:

    


    Your
      annual base salary will be $300,000.00 less payroll deductions and all required
      withholdings and will be payable bi-monthly in increments of $12,500.00 on
      the
      fifteenth and last day of each month. You will have a total bonus target equal
      to 83.33% of your base salary at 100% attainment of all objectives under
      Chordiant’s 2008 Vice President Worldwide Sales Incentive Bonus
      Program.    Under Chordiant’s 2008 Vice President Global
      Sales Incentive Bonus Program 75% of your target bonus would be earned at 100%
      achievement of Sales Plan objectives, and 25% of your target bonus would be
      earned at 100% achievement of the objectives of the 2008 Executive Incentive
      Plan. Chordiant will have the sole discretion to determine if you have earned
      this bonus and, the amount of the bonus. You must be employed by Chordiant
      on
      the date such bonuses are paid in order to earn any bonus.

    


    Subject
      to Board approval, you will be granted an option to purchase 75,000 shares
      of
      the Company’s common stock.  The option shall have an exercise price
      equal to the fair market value on the date of grant, and shall be governed
      in
      all respects by the terms of the plan documents and the option agreement between
      you and the company.

     

    In
      addition, The Company will recommend to the Compensation Committee of the Board
      of Directors that the Board grant you an award under our 2008-2009 Performance
      Share Unit Program (the "PSUP") covering 10,000 shares at target performance
      levels and 15,000 shares at maximum performance levels. This award is a
      performance-based restricted stock unit award and is granted subject to the
      terms of the PSUP and the Company's 2005 Equity Incentive Plan.   The
      number of shares under the award that you actually earn and become vested in
      will be determined shortly after the close of the Company's 2009 fiscal year,
      based on the Company's achievement of the performance metrics determined under
      the PSUP and subject to your continued service to the Company through the date
      on which the Compensation Committee certifies whether the performance metrics
      have been met. 

     

    As
      an executive of the Company, you will participate in the Change in Control
      program as 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 October 25th, 2007. Please
      sign
      below to indicate your acceptance of this offer and return by fax to Human
      Resources at 408 517-5035 (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 Resource

    
 

    


    Accepted:
      /s/ David Cunningham Date Signed: October 22,
      2007  Monday Start Date:  November 5,
      2007