ex1064.htm


    Exhibit
      10.64

    


    CHORDIANT
      SOFTWARE, INC.

    2008
      Vice President of ,Worldwide Sales Compensation Plan General Terms and
      Conditions

    


    
      	
              1.  

            	
              Objectives
                of Plan.

            


    

    
      	
              A.  

            	
              To
                provide compensation to the Vice
                President, Worldwide Sales for
                efforts which benefit and support the objectives of Chordiant Software,
                Inc. ("the Company" or
                "Chordiant").

            


    

    
      	
              B.  

            	
              To
                encourage sales, to capitalize on sales opportunities, increase sales
                volume and improve our position in the
                market.

            


    

    
      	
              C.  

            	
              To
                emphasize marketing strategies which conform to stated Company
                goals.

            


    

    
      	
              D.  

            	
              To
                ensure the completion of required administrative responsibilities
                of sales
                personnel.

            


    

    


    Objective
      of Individual:  Support the goals of
      Chordiant Software Inc. through selling efforts that meet or exceed individual
      Quota assignments.

    


    
      	
              2.  

            	
              Effective
                Date/Amendment/Termination of
                Plan.

            


    

    
      	
               

            	
              The
                effective date of this Plan is November 1, 2007 and it shall continue
                through September 30, 2008.  The 2008 Vice President,
                Worldwide Sales Compensation Plan General Terms and Conditions and
                the
                Quota Assignment and Commission Factors for Sales Personnel terms
                attached
                hereto together form the 2008 Vice President ,Worldwide Sales Compensation
                Plan (the “Plan”) and the Plan supersedes all prior sales compensation
                plans of the Company.  Commissions will be paid on license and
                first year maintenance on bookings accepted by the Company after
                November
                1, 2007 in accordance with this Plan provided all other conditions
                of the
                Plan are met.  For the purposes of this Plan, a “booking” is a
                non-cancelable, non-refundable contractual payment commitment whereby
                the
                payment amount is fixed and determinable and not predicated on a
                subsequent event.  Any exceptions to this Plan require the
                written approval of the Board of Directors.  The Plan will
                remain in effect until superseded, changed, or terminated by the
                Company.  The Plan only may be superseded, changed, or
                terminated by written approval of the Board of
                Directors.

            


    

    


    
      	
              3.  

            	
              Qualification
                of Participation.  In order to be eligible to
                participate in the Plan:

            


    

    
      	
              A.  

            	
              The
                individual must be a regular full-time employee of the
                Company.

            


    

    
      	
              B.  

            	
              The
                employee
                must be the Vice President, Worldwide Sales.

            


    

    
      	
              C.  

            	
              The
                participating employee (“Sales Personnel”) must acknowledge that he or she
                has received a copy of this Plan; has read, understands and accepts
                its
                terms; understands his or her Assignment; and understands that his
                or her
                quota, bonus, and commissions are subject to the terms of this
                Plan.

            


    

    


    
      	
              4.  

            	
              Assignments
                and Quotas.

            


    

    
      	
               

            	
              An
                Assignment and Quota will involve a combination of revenue/bookings
                quota,
                and commission schedule as outlined in the Quota Assignment and Commission
                Factor term sheet for Sales Personnel attached hereto (hereinafter,
                "Assignment" or “Quota” as applicable) and will be effective on
                November 1, 2007.  All Assignments will be in writing
                only and Quota performance will be calculated on a fiscal year to
                date
                (“YTD”) basis.

            


    

    


    
      	
               

            	
              The
                Board of Directors reserves the right in its sole discretion to review
                and
                revise any of the terms of the Quota (i.e., geographic territory,
                quota
                and commission schedule) in any manner at any
                time.

            


    

    


    
      	
              5.  

            	
              Qualifying
                Orders/Earning of
                Commissions.

            


    

    
      	
               

            	
              Any
                complete order accepted by the Company for licenses, first year
                maintenance and support will qualify for commissions or quota achievement,
                according to this Plan, provided all other conditions of this Plan
                are
                met, including Sections 5(B) through 5(E) below.  Nothing in
                this Plan will be construed to oblige the Company to accept any particular
                order it chooses not to accept. Commissions are considered earned
                (in
                accordance with the terms of this Plan) upon achievement of all of
                the
                following conditions:

            


    

    


    
      	
              A.  

            	
              Licenses
                for Available Products

            


    

    


    For
      licenses of products and first year maintenance and support that are available
      at the time the license agreement is signed, the following must be provided
      to
      Chordiant Contracts Administration to qualify for Quota credit and
      commissions:

    


    (1)           a
      validly signed and approved software license with associated order forms and
      support and maintenance terms;

    


    (2)           delivery
      of the licensed software to the customer and a written acknowledgement of
      receipt of such software from the customer;

    


    (3)           a
      customer purchase order for the amount of the order if required by the
      Customer.

    


    For
      orders that qualify as provided above, fifty percent (50%) of the Quota credit
      and commission shall be deemed earned at the time of booking of the
      order.

    The
      other fifty percent (50%) of such Quota credit and commission of orders under
      this Section 6(A) shall be deemed earned upon actual payment by the
      customer.

    


    
      	
              B.  

            	
              Compliance
                with all Company guidelines.

            


    

    


    Any
      contract signed or order taken in violation of Company guidelines, including
      the
      Revenue Recognition Policy will not qualify for Quota credit or commission
      payment.

    


    
      	
              C.  

            	
              Services

            


    

    


    For
      any order(s) which include a Services component (support, maintenance and/or
      consulting), containing any significant discount, credits or financial
      concessions, such orders Quota credit and resulting commission will be subject
      to reduction by the amount of “carve-out” from license fees under GAAP and
      Chordiant accounting policies.  Any quota or commission credit will be
      reduced relative to the carve-out.  Notwithstanding any other
      provision of this plan, if any order contains a component of consulting services
      where a specific result or deliverable as a result of such services is promised
      for a fixed price, then (i) no quota credit will be given or
      commission paid until such result or deliverable is completed and delivered
      to
      the Customers and the customer has paid for the related services and (ii) to
      the
      extent that the cost to Chordiant of providing such deliverable or result is
      greater than the amount paid by the customer for the related services, then
      the
      Quota credit and booking on which commission is payable for such order will
      be
      reduced by the difference between such cost and the amount paid by the customer
      for the services.

    


    
      	
              D.  

            	
              Third-Party
                Fees

            


    

    


    Any
      order(s) which includes a third-party referral fee payment or charge are also
      subject to “carve-out” from gross license fee of the order conforming with GAAP
      and Chordiant accounting policies.  Any Quota credit and commission
      will be reduced relative to the carve-out amount.

    


    E
      Verification/Certification.

    


    Sales
      Personnel agree that they will sign each quarter and additionally upon the
      request of the Company, a Company form certification statement representing
      and
      attesting to, at a minimum the following statements: (a) the fact that there
      are
      no “side letters,” or other written or oral agreement(s) or understanding(s),
      express or implied, that a customer or partner is entitled to or may receive
      any
      credits, rights or return of product, free services; and/or (b) any other
      concessions and conditions or terms outside the express written terms of the
      license/support agreement.

    


    F.
      Salesforce.com

    


    Sales
      Personnel further agree that they will use Salesforce.com to track all
      opportunities.  Orders will not be considered qualified for quota or
      commission purposes if they are not input into Salesforce.com in advance of
      Chordiant receiving the order or contract from the customer.

    


    G.
      Revenue Confirmation Letters

    


    Sales
      Personnel agree to assist in the quarterly process of obtaining the necessary
      Revenue Confirmation Letter responses from their
      customers.  Commissions will be deemed earned based on the previous
      sections, however commission payments may be withheld if the Sales Personnel
      is
      found to be non-responsive in assisting with obtaining the aforementioned
      letters.

    


    *           *           *

    
      	
               

            	
              Any
                exception to conditions 5(A) through 6(G) must be submitted in writing
                and
                must receive approval by the Board of Directors prior to Chordiant
                accepting an order or other customer
                contract.

            


    

    


    “Enterprise
      License” or non-standard License Transaction – The Company recognizes that
      certain customer orders may not meet all conditions per the definition of a
      qualifying order in Sections 5(A) – (F) above; however, it may otherwise still
      be beneficial to accept such orders.  For such orders to be accepted
      and qualify for commissions and/or quota credit according to this Plan at a
      minimum the following conditions must be met:

    


    1.  All
      conditions of Section 5 (A) and 5 (F) of this Plan,

    2.  Approval
      of the License Transaction by the Compensation Committee.

    


    
      	
              6.  

            	
              Non-Qualifying
                Orders.

            


    

    
      	
               

            	
              Although
                Sales Personnel may be assigned responsibilities involving sales
                of the
                nature described in subparagraphs A through E below, these sales
                will not
                qualify for commissions or Quota under this
                Plan:

            


    

    
      	
              A.  

            	
              Orders
                canceled within the “acceptance period” or subject to a cancellation
                clause.

            


    

    
      	
              B.  

            	
              Customer
                credits, repair charges and charges under warranty
                programs.

            


    

    
      	
              C.  

            	
              Installation/De-installation
                charges that are not part of a service
                contract.

            


    

    
      	
              D.  

            	
              Upgrades,
                Updates or reconfigurations initiated by the
                Company.

            


    

    
      	
              E.  

            	
              Orders
                / Sales not accepted by the
                Company.

            


    

    
      	
              F.  

            	
              Any
                license agreement where there exists return rights or the provision
                for
                forfeiture of monies paid under the
                contract.

            


    

    G.  License
      or Maintenance Agreements or Order forms containing a non-standard term that
      prevents revenue from being recognized in accordance with Generally
      Accepted
      Accounting Principles (GAAP) and Chordiant Revenue Recognition
      policy.

    


    
      	
              7.  

            	
              Orders.

            


    

    
      	
               

            	
              Orders
                will be documented by a written contract and written acceptance of
                the
                order by the Company.  The Company reserves the right to refuse
                any order or contract that does not comply with local, state or federal
                laws, does not meet credit standards or for other reasons deemed
                unauthorized by the CEO or Chief Financial
                Officer.

            


    

    


    
      	
              8.

            	
              Commission
                disputes will be decided by the Compensation
                Committee.

            


    

    Quota
      credit and commission issues will be brought to the Compensation Committee
      of
      the Board of Directors, in writing for resolution.  The Compensation
      Committee decision will be final and binding.  All other oral or
      written statements regarding quota credit and commission issues which have
      not
      been pre-approved by the Compensation Committee are invalid and without
      effect.

    


    
      	
              9.

            	
              Commission
                Payment, Credit and Payment of
                Commission.

            


    

    All
      earned commissions are paid on a monthly basis on the second regular payroll
      distribution in the first month following the applicable month.  All
      orders will be credited toward the retirement of Assignment/Quota in the month
      in which the order is accepted by the Company.  The timing of
      commission payment is subject to change.

    


    The
      commissionable amount for each order is the “net” amount due from the customer
      for the applicable license and/or service order.  The net amount due
      is the amount after application of any sales discounts granted to customer
      and
      other reductions to revenue and does not include any taxes, returns and
      allowances (including any credit for prior or terminated license sales), freight
      or shipping, or any other similar items (i.e., travel and entertainment expenses
      for service orders). In those circumstances where a referral, third party
      product resell/pass through royalty, or similar fees are paid to a partner,
      the
“net” amount is considered to be amount due from the customer less the amount
      due for the referral, third party product/resell/pass through royalty, or
      similar fees after application of any sales discounts granted to
      customer.

    


    Each
      Sales Personnel’s Quota is divided into Quota performance tiers with each tier
      containing an associated commission rate.  Commissions are calculated
      starting with the lowest tier first. Sales Personnel must attain 100% of their
      performance in the tier before moving to the next accelerated commission rate
      in
      the next tier.  Each tier must be completed before progressing on to
      the next tier.

    


    
      	
              10.

            	
              Adjustments
                to Commissions and Commission
                Recovery.

            


    

    Commissions
      will be reduced to reflect any customer cancellation, credits, returned
      products, non-payment of invoices or carve outs.  Cancellations will
      be charged against commissions and Quota for the month in which the order was
      originally invoiced.  For accounts receivable with open invoices
      exceeding the terms of the contract, the commissions and Quota associated with
      such invoices are recoverable by the Company (at the sole discretion of the
      Company) from current and subsequent commission payments.  Any
      commission recovery that causes a negative compensation balance is considered
      a
      recoverable advance against compensation.  No other commissions will
      be paid to Sales Personnel until the negative balance has been offset in full
      with earned commissions.

    


    11.           Ethical
      and Legal Standards.

    
      	
               

            	
              It
                is the policy of the Company to act in accordance with the Company’s Code
                of Ethics, which complies with the anti-trust and trade regulation
                laws
                (including the Foreign Corrupt Practices Act) applicable to its
                operations.  There are no exceptions to this policy, and it will
                not be qualified or compromised by anyone acting for, or on behalf
                of, the
                Company.

            


    

    


    
      	
               

            	
              Sales
                Personnel will not enter into any agreement, plan, or understanding,
                expressed or implied, formal or informal, with any competitor with
                regard
                to prices, terms or conditions of sales, distribution, territories
                or
                customers, nor exchange or discuss in any manner with a competitor,
                prices, terms or conditions of sale, nor engage in any other conduct
                which
                violates any anti-trust laws or ethical and legal business
                standards.

            


    

    


    
      	
               

            	
              Sales
                Personnel will not engage in any conduct, activity, or relationship
                which
                would conflict with their duties and obligations to the
                Company.  Sales Personnel will not work for any other employer
                while employed by the Company, with the exception of military reserve
                or
                jury service obligations.

            


    

    


    
      	
               

            	
              Sales
                Personnel will not pay, offer to pay, assign or give any part of
                his or
                her commissions, compensation or any other money to any agent, customer,
                supplier or representative of any customer or supplier, or to any
                other
                person as an inducement or reward for assistance in making a
                sale.

            


    

    


    
      	
               

            	
              Gifts
                or entertainment above a nominal value will not be given to customers,
                agents or representatives; or accepted from customers, vendors, or
                agents.

            


    

    


    
      	
               

            	
              Any
                infraction of this policy, or of recognized ethical business standards,
                will subject Sales Personnel to termination of employment and revocation
                of any commissions under this Plan to which the Sales Personnel would
                otherwise be entitled.

            


    

    


    12.           Plan
      Interpretation.

    
      	
               

            	
              Interpretation
                and administration of the Plan will be decided by the Compensation
                Committee of the Board of
                Directors.

            


    

    


    13.           Agreement
      with Program.

    
      	
               

            	
              By
                signing below, Sales Personnel acknowledges that he/she has read
                and
                understood this Sales Compensation Plan; agrees to its terms and
                conditions (including the sales Quota); and understands and agrees
                that
                nothing in this Plan otherwise alters the at-will nature of his/her
                employment relationship with the Company, which can be terminated
                by Sales
                Personnel or the Company at any time, with or without cause, and
                with or
                without advance notice.

            


    

    


    
      	
               

            	
              This
                agreement is effective as of November 1,
                2007.

            


    

    


    
      	 	
              /s/
                David Cunningham

            	 	 	 	 
	 	
              Sales
                Personnel

            	 	 	 	 
	 	 	 	 	 	 
	 	
              /s/
                Steven R. Springsteel

            	 	 	 	 
	 	
              Chief
                Executive Officer

            	 	 
	 	 	 	 	 	 
	 	
              /s/
                Kelly Hicks    October 30, 2007

            	 	 	
              /s/
                Peter S. Norman    October 30, 2007

            
	 	
              Director
                of World Wide Field Operations

            	 	 	
              Chief
                Financial Officer