EXHIBIT
10.17






TALEO
CORPORATION




WAIVER
OF RIGHTS AND RELEASE OF CLAIMS AGREEMENT






This
Waiver of Rights and Release of Claims Agreement (the “Agreement”)
is made by and between Taleo Corporation (the “Company”)
and Jeffrey Carr (“Executive”).




WHEREAS, the Company and
Executive entered into an employment agreement, dated May 8, 2006 (the “Employment
Agreement”);




WHEREAS, Section 6 of the
Employment Agreement provided that Executive would be entitled to severance upon
the occurrence of certain events;




WHEREAS, the Company
terminated Executive’s employment and paid him severance pursuant to his
Employment Agreement in an amount equal to one hundred and sixty-six thousand,
four hundred and forty-four dollars ($166,444.00) (the “Severance
Amount”);




WHEREAS, Executive has
elected, in an abundance of caution, to repay the Severance Amount to the
Company in accordance with Internal Revenue Service Notice 2008-113 in order to
avoid any potential negative tax implications under Section 409A of the Internal
Revenue Code of 1986, as amended and the final regulations and any guidance
promulgated thereunder (“Section
409A”); and




WHEREAS, the Company and
Executive entered into a promissory note, dated December 29, 2008 (the “Promissory
Note”), whereby the Company loaned Executive one hundred and sixty-six
thousand, four hundred and forty-four dollars ($166,444.00) (the “Loan
Principal”);




WHEREAS, the Company agrees to
repay Executive the Severance Amount on the date that is six (6) months and one
(1) day after the date the Company made the loan to Executive; and




WHEREAS, Executive agrees to
repay the Company the Loan Principal and applicable interest thereon pursuant to
the Promissory Note by making monthly interest payments and a final balloon
payment on the date that is six (6) months and one (1) day after the date the
Company made the loan to Executive.




NOW, THEREFORE, in
consideration of the mutual promises made herein, the parties hereby agree as
follows:




1.           Release of
Claims.  Executive, on his own behalf and on behalf of his
respective heirs, family members, executors, agents, and assigns, hereby and
forever releases the Company and its current and former officers, directors,
employees, agents, investors, attorneys, shareholders, administrators,
affiliates, divisions, and subsidiaries, and predecessor and successor
corporations and assigns (collectively, the “Releasees”)
from, and agrees not to sue concerning, or in any manner to institute,
prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause
of action relating to any matters of any kind, whether presently known or
unknown, suspected or unsuspected, that Executive may possess against any of the
Releasees arising from any omissions, acts, facts, or damages that have occurred
up until and including the Effective Date (as defined below) with respect to the
original payment of the Severance Amount and the use of the Promissory Note to
satisfy the requirements of IRS Notice 2008-113, including, but not limited to
the imposition of any additional taxes or penalties under Section
409A.







2.           Payment of
Severance.  Pursuant to Section 6 of the Employment Agreement,
and in satisfaction of its obligations thereunder, the Company agrees to pay
Executive the Severance Amount on the date that is six (6) months and one (1)
day after the date the Company made the loan to Executive, subject to applicable
tax withholding.  Notwithstanding the foregoing, at the time the Loan
Principal becomes due under the terms and conditions of the Promissory Note, the
Company reserves the right, in its sole discretion, to offset the Severance
Amount owed by the Company against the Loan Principal owed by the
Executive.




3.           Effective
Date.  This Agreement will become effective on the date signed
by the Executive and the Company (the “Effective
Date”).




4.           Execution.  Executive
agrees that this Agreement may be executed in counterparts, each of which shall
be an original, but all of which together shall constitute one
Agreement.  Execution of a facsimile copy shall have the same force
and effect as execution of an original, and a facsimile signature shall be
deemed an original and valid signature.




oOo


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IN WITNESS WHEREOF, the
Parties have executed this Agreement on the respective dates set forth
below.







COMPANY
                        TALEO
      CORPORATION/s/
                        Josh FaddisBy:
                        Josh FaddisTitle:
                        VP and Corporate CounselDate:
                        30 Dec 2008EXECUTIVE
                        JEFFREY
      CARR/s/
                        Jeffrey CarrDate:
                        12/29/2008







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