ex1067.htm


    


    Exhibit
      10.67

    Chordiant
      Software, Inc.

    2005
      Equity Incentive Plan

     

    2008-2009
      Performance Share Unit Program

    Award
      Grant Notice

     

    Chordiant
      Software, Inc. (the “Company”), pursuant to its
      2008-2009 Performance Share Unit Program (the
“Program”) under its 2005 Equity Incentive Plan (the
“Plan”), hereby awards to
      Participant the award (the
“Award”) set forth below.  This Award is
      subject to all of the terms and conditions as set forth herein and in the
      Performance Share Unit Award Agreement (the “Award
      Agreement”), the Program and the Plan, all of which are attached
      hereto and incorporated herein in their entirety.  Unless otherwise
      defined herein, capitalized terms shall have the meanings set forth in the
      Plan
      or the Program, as applicable.

     

    


    
      	
              Participant:

            	 	
              [            ]

            
	
              Date
                of Grant:

            	 	
              [            ]

            
	
              Vesting
                Commencement Date:

            	 	
              Date
                of Grant

            
	
              Number
                of Shares Subject to Target Award:

            	 	
              [            ]
                shares of Common Stock

            
	
              Number
                of Shares Subject to Maximum Award:

            	 	
              [            ]
                shares of Common Stock

            
	
              Performance
                Period:

            	 	
              [            ]

            


    

    


     

    Determination
      of Actual Award:  On the Certification Date, the Participant
      will earn an Actual Award representing the number of shares of Common Stock
      (which may be equal to all or a portion, including none, of the Maximum Award)
      determined by the Committee in accordance with Exhibit A
      of the Program.

     

    Vesting
      Schedule:   Subject to the Participant’s Continuous
      Service through the Certification Date (as defined in the Program), the Actual
      Award will vest in full on the Certification Date.

     

    Delivery
      of Shares:   Subject to the limitations contained herein
      and the provisions of the Plan and the Program, the Company shall deliver to
      Participant the shares of Common Stock subject to the Actual Award within thirty
      (30) days following the date on which such shares vest.

     

    Additional
      Terms/Acknowledgements:  The undersigned Participant
      acknowledges receipt of, and understands and agrees to, this Award Grant Notice,
      the Award Agreement, the Program (including the exhibits thereto) and the Plan
      (collectively, the “Award
      Documents”).  Participant further acknowledges that as
      of the Date of Grant, the Award Documents set forth the entire understanding
      between Participant and the Company regarding the Award and supersede all prior
      oral and written agreements on that subject.

     

    


    
      	
              Chordiant
                Software, Inc.:

            	 	
              Participant:

            	 
	 	 	 	 
	
              By

            	 	 	 	 	 
	 	
              Signature

            	 	
              Signature

            	 
	 	 	 	 	 	 
	
              Title:

            	 	 	
              Date:

            	 	 
	 	 	 	 	 	 
	
              Date:

            	 	 	 	 	 


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


     

    
      	
              Attachments:

            	
              Performance
                Share Unit Award Agreement, 2008-2009 Performance Share Unit Program
                and
                2005 Equity Incentive Plan

            


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    Attachment
      I

     

    Performance
      Share Unit Award Agreement

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      Attachment
        II

    

    2008-2009
      Performance Share Unit Program

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Attachment
      III

     

    2005
      Equity Incentive Plan

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Chordiant
      Software, Inc.

     

    2005
      Equity Incentive Plan

     

    2008-2009
      Performance Share Unit Program

    Performance
      Share Unit Award Agreement

     

    Pursuant
      to the Award Grant Notice (“Grant Notice”) and this
      Performance Share Unit Award Agreement (“Award
      Agreement”), Chordiant Software, Inc. (the
“Company”) has awarded you, pursuant to its
      2008-2009
      Performance Share Unit Program (the “Program”) under
      its 2005 Equity Incentive Plan (the “Plan”), the Award
      as indicated in the Grant Notice.  Unless otherwise defined herein or
      in the Grant Notice, capitalized terms shall have the meanings set forth in
      the
      Plan or the Program, as applicable.

     

    The
      details of your Award are as follows.

     

    1.  Entitlement
      to Shares.

     

    (a)  Actual
      Award.  The Actual Award shall be determined in the manner
      described in the Grant Notice.  If the Committee reduces the Maximum
      Award, including on account of the degree of achievement of the Funding Gate,
      the Performance Goals or the Other Performance Goal (as each such term is
      defined in the Program), you will be deemed to have earned a portion (or none)
      of the shares of Common Stock subject to the Maximum Award.  In no
      event will you earn an Actual Award covering a number of shares in excess of
      the
      Maximum Award.

     

    (b)  Vesting.  The
      Actual Award shall be subject to vesting in accordance with the Vesting Schedule
      set forth in the Grant Notice.

     

    (c)  Termination
      of Continuous Service. Upon the termination of your
      Continuous Service, the shares credited to you under the Maximum Award that
      were
      not vested on the date of such termination of Continuous Service will be
      forfeited and you will have no further right, title or interest in or to the
      unvested shares subject to the Maximum Award.

     

    2.  Effect
      of Change in Control. In the event of a
      Change in Control prior to the Certification Date, you will earn, as of
      immediately prior to the Change in Control (and subject to your Continuous
      Service through such time), an Actual Award equal to the lesser of (a) the
      Target Award and (b) the product of (i) the Target Award and (ii) a fraction,
      the numerator of which is the number of months since the start of the
      Performance Period (rounded up for any partial months of service) plus 12
      months, and the denominator of which is 24.   The Actual Award
      will be fully vested as of the effective date of the Change in Control, and
      such
      date will be the Certification Date.

     

    3.  Delivery
      of Shares.  Not later than thirty (30) days after the
      applicable vesting date of any portion of the Actual Award, the Company will
      issue to or on behalf of you a certificate (which may be in electronic form)
      for
      the applicable number of shares of Common Stock under the Actual Award that
      so
      vested, subject, however, to the satisfaction of any applicable withholding
      taxes (as provided in Section 5 below).   Notwithstanding the
      foregoing, if the Company determines that any shares that are scheduled to
      be
      issued on a day (the “Original Issuance Date”) on
      which the issuance of the shares would be a violation of applicable law, as
      determined by the Company, then such shares will not be issued on such Original
      Issuance Date and will instead be issued on the first date thereafter on which
      the issuance of the shares would not be a violation of applicable law;
provided, however, that, except as otherwise permitted in compliance
      with Section 409A of the Code, in no event will the date of issuance be later
      than the later of (a) the 15th day of the
      third
      month following the end of the Company’s first taxable year in which the
      applicable vesting date occurs or (b) the 15th day of the
      third
      month following the end of your first taxable year in which the applicable
      vesting date occurs.  In no event will
      fractional shares of Common Stock be issued; any fraction of a share will be
      paid in cash.

     

    4.  Holding
      Period.  You agree that, notwithstanding the delivery of the
      shares subject to the Actual Award as provided in Section 3 above, you will
      not
      sell or otherwise transfer (excluding transfers to family trusts for tax
      planning purposes for which you are deemed to be the “beneficial owner” of the
      shares for purposes of the Exchange Act) any of the shares of Common Stock
      issued under the Actual Award until the earliest of (1) the fourth anniversary
      of the Date of Grant, (2) a Change in Control of the Company, (3) the
      certification by the Board that you have suffered an Unforeseeable Emergency
      (as
      defined in the Program), or (4) the termination of your Continuous Service
      with
      the Company as a result of an Involuntary Termination (as defined in the
      Program) or as a result of your death or Disability (as defined in the Program)
      (such period, the “Holding Period”).  Shares
      sold or withheld by the Company to cover applicable tax withholdings as provided
      in Section 5 below will not be deemed a violation of the Holding
      Period.  The shares of Common Stock issued pursuant to the Actual
      Award shall be endorsed with appropriate legends, if any, determined by the
      Company, and you agree to enter into such other arrangements as determined
      reasonably necessary by the Company (including an escrow arrangement) in order
      to enforce the provisions of this Section 4.

     

    5.  Withholding
      Obligations. You hereby agree to make adequate provision for any sums
      required to satisfy the applicable federal, state, local and foreign employment,
      social insurance, payroll, income and other tax withholding obligations of
      the
      Company or any Affiliate (the “Tax Obligations”) that
      arise in connection with this Award.  The satisfaction of the Tax
      Obligations will occur at the time you receive a distribution of Common Stock
      or
      other property pursuant to this Award, or at any time prior to such time or
      thereafter as reasonably requested by the Company and/or any Affiliate in
      accordance with applicable law.  You hereby authorize the Company, at
      its sole discretion and subject to any limitations under applicable law, to
      satisfy any such Tax Obligations by (a) withholding from wages and other cash
      compensation payable to you, (b) causing you to tender a cash payment to the
      Company, (c) permitting you to enter into a “same day sale” commitment with a
      broker-dealer that is a member of the National Association of Securities Dealers
      (an “NASD Dealer”) whereby you irrevocably elect to
      sell a portion of the shares to be delivered under the Award to satisfy the
      applicable Tax Obligations and whereby the NASD Dealer irrevocably commits
      to
      forward the proceeds necessary to satisfy the Tax Obligations directly to the
      Company and/or its Affiliates, and (d) withholding shares that are otherwise
      to
      be issued and delivered to you under this Award in satisfaction of the Tax
      Obligations (provided, however, that the amount of the shares so
      withheld will not exceed the amount necessary to satisfy the required Tax
      Obligations using the minimum statutory withholding rates that are applicable
      to
      this kind of income).   In the event the Tax Obligations arise
      prior to the delivery to you of the shares or it is determined after the
      delivery of shares or other property that the amount of the Tax Obligations
      was
      greater than the amount withheld by the Company and/or any Affiliate, you will
      indemnify and hold the Company and its Affiliates harmless from any failure
      by
      the Company and/or any Affiliate to withhold the proper amount.  The
      Company may refuse to deliver the shares if you fail to comply with your
      obligations in connection with the Tax Obligations.

     

    6.  Capitalization
      Adjustments; Dividends.  The number of
      shares of Common Stock subject to your Award will be adjusted from time to
      time
      for capitalization adjustments, as provided in Section 11(a) of the
      Plan.  Except as provided in Section 11(a) of the Plan, you shall not
      receive or be credited with any payment or other adjustment in the number of
      shares subject to the Award for dividends that may be made in respect of the
      shares of Common Stock to which your Award relates until you become the holder
      of record of such shares.

     

    7.  Securities
      Law Compliance.  The grant of your Award and the issuance of
      any shares of Common Stock pursuant to an Actual Award shall be subject to
      compliance with all applicable requirements of federal, state or foreign law
      with respect to such securities.  You may not be issued any shares of
      Common Stock pursuant to an Actual Award if the issuance of shares of Common
      Stock would constitute a violation of any applicable federal, state or foreign
      securities laws or other law or regulations or the requirements of any stock
      exchange or market system upon which the Common Stock may then be
      listed.  In addition, you may not be issued any shares of Common Stock
      pursuant to an Actual Award unless (i) a registration statement under the
      Securities Act shall at the time of issuance be in effect with respect to the
      shares of Common Stock or (ii) in the opinion of legal counsel to the
      Company, the shares of Common Stock may be issued in accordance with the terms
      of an applicable exemption from the registration requirements of the Securities
      Act.  YOU ARE CAUTIONED THAT THE SHARES OF COMMON STOCK
      MAY  NOT BE ISSUED UNLESS THE FOREGOING CONDITIONS ARE
      SATISFIED.  The inability of the Company to obtain from any regulatory
      body having jurisdiction the authority, if any, deemed by the Company’s legal
      counsel to be necessary to the lawful issuance and sale of any shares of Common
      Stock pursuant to an Actual Award shall relieve the Company of any liability
      in
      respect of the failure to issue or sell such shares as to which such requisite
      authority shall not have been obtained.  As a condition to the
      issuance of any shares of Common Stock pursuant to an Actual Award, the Company
      may require you to satisfy any qualifications that may be necessary or
      appropriate, to evidence compliance with any applicable law or regulation and
      to
      make any representation or warranty with respect thereto as may be requested
      by
      the Company.

     

    8.  Compliance
      with Section 409A.  It is intended that this Award satisfies,
      to the greatest extent possible, the exception from the application of Section
      409A provided under Treasury Regulations Section
      1.409A-1(b)(4).  Notwithstanding the foregoing, if the Company (or, if
      applicable, the successor entity thereto) determines that the Award constitutes
      a “deferral of compensation” under Section 409A of the Code (together, with any
      state law of similar effect, “Section 409A”) and if
      you are a “specified employee” of the Company or any successor entity thereto as
      such term is defined in Section 409A(a)(2)(B)(i) (a “Specified
      Employee”) as of the date of your “separation from service”
(within the meaning of Treasury Regulations Section 1.409A-1(h))
      (such date, the
“Separation Date”), then, solely to the extent
      necessary to avoid the incurrence of the adverse personal tax consequences
      under
      Section 409A resulting from the delivery of shares of Common Stock as a result
      of your separation from service (as defined above), the delivery of the shares
      of Common Stock (or any portion thereof) under the Actual Award shall be delayed
      following your separation from service as follows:  on the earlier to
      occur of (i) the date that is six months and one day after the Separation Date
      or (ii) the date of your death (such earlier date, the “Delayed
      Initial Payment Date”), the Company (or the successor entity
      thereto, as applicable) shall (A) issue to you those shares subject to the
      Actual Award that you would otherwise have been issued through the Delayed
      Initial Payment Date if the issuance of the shares had not been delayed pursuant
      to this paragraph and (B) commence issuing the balance of the shares in
      accordance with the original delivery schedule set forth in Section 3
      above.  It is intended that each installment of the issuance of the shares
      provided for in the Award is a separate “payment” for purposes of Treasury
      Regulations Section 1.409A-2(b)(2).

     

    9.  Transferability.  Your
      Award and any unvested shares of Common Stock subject to the Actual Award are
      not transferable, except by will or by the laws of descent and
      distribution.  Notwithstanding the foregoing, by delivering written
      notice to the Company, in a form satisfactory to the Company, you may designate
      a third party who, in the event of your death, shall thereafter be entitled
      to
      receive any distribution of shares of Common Stock under the Actual Award
      pursuant to this Award Agreement.

     

    10.  Unsecured
      Obligation; Stockholder Rights.  Your Award is unfunded, and
      you shall be considered an unsecured creditor of the Company with respect to
      the
      Company’s obligation, if any, to issue shares of Common Stock pursuant to an
      Actual Award under this Award Agreement.  You shall not have voting or
      any other rights as a stockholder of the Company with respect to the Common
      Stock acquired pursuant to this Award Agreement until such Common Stock is
      issued to you pursuant to this Award Agreement.  Upon such issuance,
      you will obtain full voting and other rights as a stockholder of the Company
      with respect to the Common Stock so issued.  Nothing contained in this
      Award Agreement, and no action taken pursuant to its provisions, shall create
      or
      be construed to create a trust of any kind or a fiduciary relationship between
      you and the Company or any other person.

     

    11.  Successors
      and Assigns.  Except to the extent otherwise provided in this
      Agreement, the provisions of this Agreement will inure to the benefit of, and
      be
      binding upon, the Company and its successors and assigns and you, your assigns,
      the legal representatives, heirs and legatees of your estate and any
      beneficiaries designated by you.

     

    12.  No
      Employment or other Service Rights. Nothing in this Agreement will
      confer upon you any right to continue to serve the Company or an Affiliate
      in
      the capacity in effect at the time this Award was granted or will affect the
      right of the Company or an Affiliate to terminate (i) your employment with
      or
      without notice and with or without cause, (ii) your service pursuant to the
      terms of any consulting  agreement with the Company or an Affiliate or
      (iii) your service as a Director pursuant to the bylaws of the Company or an
      Affiliate, and any applicable provisions of the corporate law of the state
      in
      which the Company or the Affiliate is incorporated, as the case may
      be.

     

    13.  Electronic
      Delivery.  The Company may, in its sole discretion, decide to
      deliver any documents related to participation in the Plan or the Program and
      this Award by electronic means or to request your consent to participate in
      the
      Plan and/or the Program by electronic means.  You hereby consent to
      receive such documents by electronic delivery and, if requested, to agree to
      participate in the Plan through an on-line or electronic system established
      and
      maintained by the Company or another third party designated by the
      Company.

     

    14.  Severability.
      If any provision of this Agreement will be held unlawful or otherwise
      invalid or unenforceable in whole or in part by a court of competent
      jurisdiction, such provision will (a) be deemed limited to the extent that
      such
      court of competent jurisdiction deems it lawful, valid and/or enforceable and
      as
      so limited will remain in full force and effect, and (b) not affect any other
      provision of this Award Agreement or part thereof, each of which will remain
      in
      full force and effect.

     

    15.  Governing
      Plan Document.  Your Award is subject to all the provisions
      of the Award Documents, the provisions of which are hereby made a part of your
      Award, and is further subject to all interpretations, amendments, rules and
      regulations which may from time to time be promulgated and adopted pursuant
      to
      the Plan or Program.  In the event of any conflict between the
      provisions of this Award Agreement and those of the Plan or Program, the
      provisions of the Plan or Program shall control.  In the event of any
      conflict between the provisions of the Plan or Program, the provisions of the
      Plan shall control.

     

    16.  Applicable
      Law.  This Award Agreement shall be
      governed by the laws of the State of California as such laws are applied to
      agreements between California residents entered into and to be performed
      entirely within the State of California.