ex1063.htm


     

     [
      * ] = Certain confidential information contained in this document, marked by
      brackets, has been omitted and filed separately with the Securities and Exchange
      Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
      amended.      

       

      Exhibit
        10.63

      


      FY2008
        Vice President Worldwide Sales Bonus Plan

      


      


      November
        5, 2007

      


      


      David
        Cunningham,

      


      The
        letter is to clarify your variable compensation plan for Chordiant’s 2008 fiscal
        year which begins on November 1st, 2007
        and ends
        September 30th,
        2008.  Your variable compensation element, which has a target equal to
        83.33% of your annual base salary of $300,000 (subject to pro ration for
        the
        portion of the fiscal year in during which you are an employee of Chordiant),
        will be calculated and paid (if applicable) quarterly based on the following
        criteria:

      


      
        	
                ·  

              	
                25%
                  based on the criteria and payment calculation formulas established
                  in the
                  Chordiant Fiscal Year 2008 Executive Incentive Bonus Plan (attachment
                  A)

              


      

       

      
        	
                ·  

              	
                75%
                  based on based on the criteria and payment
                  calculation formulas established in the 2008 Vice President,
                  Worldwide
                  Sales Compensation Plan General Terms and Conditions and the Quota
                  Assignment and Commission Factors for Sales Personnel (attachment
                  B)

              


      

       

      


      Payment

       

      The
        final decision to pay a bonus will remain the decision of the Board of Directors
        or the Compensation Committee if so delegated by the Board.  The Board
        may in its own discretion, determine to pay or not pay a bonus based upon
        the
        factors listed above or other Company performance criteria it deems
        appropriate.  The factors listed above are guidelines to assist the
        Board, or the Committee, as the case may be, in its judgment but the final
        decision to pay or not pay is in the discretion the Board.  In its
        discretion, the Committee may recommend, and the Board has the authority
        to
        approve, a payment of up to 50% of the bonus opportunity without regard to
        the
        performance criteria set forth in this plan.

      


      Bonuses
        are generally calculated within thirty (30) days after the end of any given
        quarter and are generally paid within forty-five (45) days after the end
        of a
        given quarter, but not later than 60 days following the end of such
        quarter.  Notwithstanding the foregoing, bonuses will not be
        calculated or paid for a fiscal quarter until the public disclosure of final
        financial information for the applicable period.  Bonuses are then
        paid in the next regularly-scheduled paycheck.  Contingent upon the
        Company filing it’s Form 10K, payment for the plan will be made not later than
        60 days following the close of the Company’s fiscal year.

       

      No
        bonus is earned until it is paid under this plan.  Therefore, in the
        event your employment is terminated (either by the Company or by you, whether
        voluntarily or involuntarily) before a bonus is paid, then you will not be
        deemed to have earned that bonus, and will not be entitled to any portion
        of
        that bonus.

       

      Questions
        regarding the Plan should be directed to the Chief Executive Officer or the
        Vice
        President of Human Resources.  Acceptance of payment(s) under the Plan
        constitutes full and complete acceptance of its terms and
        conditions.  If you do not wish to participate in the Plan, you must
        notify the Vice President, Human Resources in writing of his desire and
        intent.

       

      Nothing
        in this Plan is intended to alter the at-will nature of employment with the
        Company, that is, your right or the Company’s right to terminate the your
        employment at will, at any time with or without cause or advance
        notice.  In addition, acceptance of this Plan shall not be construed
        to imply a guarantee of employment for any specified period of
        time.

       

      This
        Plan contains the entire agreement between the Company and you on this subject,
        and supersedes all prior bonus compensation plans or programs of the Company
        and
        all other previous oral or written statements regarding any such bonus
        compensation programs or plans.

       

      The
        contents of this Plan are Company confidential.  This Plan shall be
        governed by and construed under the laws of the State of
        California.

       

      


      


      Please
        acknowledge that you have read and understood the terms of this agreement
        by
        signing and dating below.

      


      


      Signed                      /s/
        David
        Cunningham                                                                                     Date                      October
        23, 2007

      


       

      
        
                

                                       
    

           

        

        
           

          
            

          

        

        
           

                

                    [
              * ] = Certain confidential information contained in this document,
              marked by
              brackets, has been omitted and filed separately with the Securities
              and Exchange
              Commission pursuant to Rule 24b-2 of the Securities Exchange Act of
              1934, as
              amended.      

             
    

        

      


      


      


      


      Attachment
        A

      


      Chordiant
        Fiscal Year 2008 Executive Incentive Bonus Plan Summary

      


      Quantitative
        Components:

      
        	
                ·  

              	
                Contract
                  Value (Bookings) in $US

              


      

      
        	
                ·  

              	
                GAAP
                  Revenue in $US

              


      

      
        	
                ·  

              	
                Non
                  GAAP Operating Profit in $US

              


      

      
        	
                ·  

              	
                Cash
                  flow Generation in $US

              


      

      Discretionary
        Component:

      
        	
                ·  

              	
                CEO
                  Discretionary

              


      

      


      Plan
        annual maximum payout to individuals – 300%

      


      Payments

      
        	
                ·  

              	
                Quarterly

              


      

      
        	
                ·  

              	
                Limited
                  to 100% maximum payment each
                  quarter

              


      

      
        	
                ·  

              	
                Overachievement
                  paid at end of fiscal year

              


      

      


      Component
        – Contract Value (Bookings)

      Weighting
        – 25%

      


      Total
        Bookings Goal (in $US)

      


      Q1                                  $[
        * ]

      Q2                                  $[
        * ]

      Q3                                  $[
        * ]

      Q4                                  $[
        * ]

      FY2008                                $[
        * ]

      


          Performance*                                                      Payout*

      Thresholds                                           
        80%                                           
50%

      100%                                           100%

      120%                                           200%

      130%                                           300%

      


      


      


      


      Component
        – Revenue

      Weighting
        – 25%

      


      Revenue
        Goal (Reported GAAP Revenue in $US)

      


      Q1                                  $[
        * ]

      Q2                                  $[
        * ]

      Q3                                  $[
        * ]

      Q4                                  $[
        * ]

      FY2008                                $[
        * ]

      


      


          Performance*                                        Payout*

      Thresholds                      
        80%                                           
25%

      100%                                           100%

      120%                                           200%

      130%                                           300%

      


      Component
        – Non GAAP Operating Profit

      Weighting
        – 25%

      


      (Reported
        Non-GAAP Operating Profit in $US)

      


      Q1                                    $[
        * ]

      Q2                                    $[
        * ]

      Q3                                    $[
        * ]

      Q4                                    $[
        * ]

      FY2008                                  $[
        * ]

      


                                           Performance*                    
               Payout*

      Thresholds                     
        80%                                           
25%

      100%                                           100%

      120%                                           200%

      130%                                           300%

      


      


      


      


      


      Component
        – Cash Flow

      Weighting
        – 15%

      


      (Periodic
        Change in Reported Cash, Cash Equivalents, Marketable Securities and Restricted
        Cash in $US)

      


      Q1                                    $[
        * ]

      Q2                                    $[
        * ]

      Q3                                    $[
        * ]

      Q4                                    $[
        * ]

      FY2008                                  $[
        * ]

      


      


                                           Performance*                     
               Payout*

      Threshold                      
        80%                                           
25%

      100%                                           100%

      120%                                           200%

      130%                                           300%

      


      


      *Performance
        and payout interpolate between levels

      


      Component
        – CEO Discretionary

      Weighting
        – 10%

      


      This
        component is paid at the sole discretion of the CEO.  Should the
        quantitative metrics specified above justify a bonus payment above 100% for
        the
        quantitative portion of this bonus plan, then the payment under this opportunity
        increases proportionately.

      


      


      Bookings

      


      Contract
        value (“Bookings”) is a basis for measurement under the Executive Bonus
        Plan.  Bookings under this plan will be defined as the booking amount
        measured and represented by the non-cancelable portion of revenue under a
        contract or contracts plus executed statements of work.  The
        cancelable portion of a contract will receive booking credit when the customer
        and/or Chordiant performs tasks specified in the contract or a time limitation
        contained in the contract expires such that the contract relating to that
        portion of Bookings is no longer cancelable by the customer.  For each
        fiscal quarter, total Bookings will be determined utilizing the Company’s
        internal financial statements measured against the Company’s 2008 Annual
        Financial Plan.

      The
        portion of an executive’s bonus opportunity related to Bookings (a “Bookings
        Portion”) is determined and (if applicable) distributed equally across the
        fiscal year, with 25% of the Bookings Portion eligible for payment each
        quarter.  Whether the Bookings Portion qualifies for payment, however,
        is determined entirely by actual Company performance against the Company’s
        Bookings goals according to the following schedule:

       

      ·  If
        the Company does not achieve at least 80% of its Bookings goal for the quarter,
        then none of the Bookings Portion will qualify for payment that
        quarter.

       

      ·  If
        the Company achieves at least 80% of its Bookings goal for the quarter, but
        less
        than 100% of its Bookings goal for the quarter, then 50% of an executive’s
        target for the Bookings Portion will qualify for payment, with an additional
        2.5% of an executive’s target for the Bookings Portion qualifying for payment
        for each 1% above 80% to 100% of the Bookings goal that was achieved for
        the
        quarter.

       

      ·  If
        the Company achieves greater than 100% of its Bookings goal but less than
        120%
        of its Bookings goal, then an additional 5% of an executive’s target will
        qualify for payment after year end for each 1% above 100% of Bookings goal
        to
        120% of Bookings goal. From 120% of Bookings goal to 130% of Bookings
        goal,  an additional 10% of an executive’s target will qualify for
        payment after year end for each 1% above 120% of Bookings goal to 130% of
        Bookings goal until the maximum payout of 300% is reached.

       

      


      Revenue

      Revenue
        is the second measure for the Executive Bonus Plan and is defined as revenue
        as
        recognized under GAAP on the Company’s quarterly consolidated statement of
        operations in $US.

      


      ·  If
        the Company does not achieve at least 80% of its revenue goal for the quarter,
        then none of the Revenue Portion will qualify for payment that
        quarter.

       

      ·  If
        the Company achieves at least 80% of its revenue goal for the quarter then
        25%
        of an executive’s target for the revenue portion will qualify for payment, with
        an additional 3.75% of an executive’s target for the revenue portion qualifying
        for payment for each 1% above 80% of revenue goal to 100% of the revenue
        goal
        that was achieved for the quarter.

       

      ·   If
        the Company achieves greater than 100% of its revenue goal, then an additional
        5% of an executive’s target will qualify for payment after year end for each 1%
        above 100% of revenue goal until the payment of 200% at 120% of goal is reached.
        From 120% of revenue goal to 130% of revenue goal, then an additional 10%
        of an
        executive’s target will qualify for payment after year end for each 1% above
        120% of Revenue goal to 130% of revenue goal until the maximum payout of
        300% is
        reached.

       

      


       

      Non
        GAAP Operating Profit

       

      Non-GAAP
        Operating Profit is the third measure for the Executive Bonus Plan and is
        defined as Non-GAAP Operating Profit reported on  the Company’s
        quarterly Non-GAAP consolidated statement of operations in
        $US.  Historically, these Non-GAAP results exclude amortization of
        intangible assets and capitalized software development, stock-based compensation
        and other non-recurring charges.

      


      ·  If
        the Company does not achieve at least 80% of its Non-GAAP Operating Profit
        goal
        for the quarter, then none of the Non-GAAP Operating Profit portion will
        qualify
        for payment that quarter.

       

      ·  If
        the Company achieves at least 80% of its Non-GAAP Operating
        Profit  goal for the quarter then 25% of an executive’s target for the
        Non-GAAP Operating profit portion will qualify for payment, with an additional
        3.75% of an executive’s target for the Non-GAAP operating profit portion
        qualifying for payment for each 1% above 80% of revenue goal to 100% of the
        Non-GAAP Operating Profit goal that was achieved for the quarter.

       

      ·   If
        the Company achieves greater than 100% of its Non-GAAP Operating Profit goal,
        then an additional 5% of an executive’s target will qualify for payment after
        year end for each 1% above 100% of Non-GAAP Operating Profit goal until the
        payment of 200% at 120% of goal is reached. From 120% of Non-GAAP Operating
        Profit goal to 130% of Non-GAAP Operating Profit goal, then an additional
        10% of
        an executive’s target will qualify for payment after year end for each 1% above
        120% of Non-GAAP Operating profit goal to 130% of Non-GAAP Operating Profit
        goal
        until the maximum payout of 300% is reached.

       

      Cash
        Flow

       

      Cash
        Flow is the fourth  measure for the Executive Bonus Plan and is
        defined as the periodic Change in Reported Cash, Cash Equivalents, Marketable
        Securities and Restricted Cash)  reported on  the Company’s
        quarterly consolidated statement of balance sheets in $US.

      


      ·  If
        the Company does not achieve at least 80% of its revenue goal for the quarter,
        then none of the Revenue Portion will qualify for payment that
        quarter.

       

      ·  If
        the Company achieves at least 80% of its Non-GAAP Operating Profit goal for
        the
        quarter then 25% of an executive’s target for the Non-GAAP Operating profit
        portion will qualify for payment, with an additional 3.75% of an executive’s
        target for the Non-GAAP operating profit portion qualifying for payment for
        each
        1% above 80% of revenue goal to 100% of the Non-GAAP Operating Profit goal
        that
        was achieved for the quarter.

       

      ·   If
        the Company achieves greater than 100% of its Cash Flow goal, then an additional
        5% of an executive’s target will qualify for payment after year end for each 1%
        above 100% of Cash Flow goal until the payment of 200% at 120% of goal is
        reached. From 120% of Cash Flow goal to 130% of  Cash Flow goal, then
        an additional 10% of an executive’s target will qualify for payment after year
        end for each 1% above 120% of Cash Flow goal to 130% of Cash Flow goal until
        the
        maximum payout of 300% is reached.

       

      Calculations

      


      Calculations
        of quarterly payouts will be done on a quarterly stand-alone basis. At the
        end
        of the fiscal year the calculation of any payment in excess of 100% will
        be
        based on the results for the full year.  Executives joining the Company
        mid-year will only be entitled to a pro-rata portion of the bonus amount
        that
        exceeds 100%.