TALEO
CORPORATION
 
 NEIL
HUDSPITH EMPLOYMENT AGREEMENT
 
 
 This
Agreement is entered into as of May 1, 2008 (the “Effective Date”) by and
between Taleo Corporation, a Delaware corporation (the “Company”) and Neil
Hudspith (“Executive”).
 
 1.
                Duties and Scope of
      Employment.
 
 (a)           Positions and
Duties.  As of the Effective Date, Executive will serve as
Executive Vice President, Worldwide Field Operations.  Executive will
assume and discharge such responsibilities as are commensurate with such
position and as the Chief Executive Officer may direct from time to time. During
Executive’s employment with the Company, Executive shall devote Executive’s full
time, skill and attention to Executive’s duties and responsibilities and shall
perform faithfully, diligently and competently. In addition, Executive shall
comply with and be bound by the operating policies, procedures and practices of
the Company in effect from time to time during Executive’s
employment.  The period of Executive’s employment under this Agreement
is referred to herein as the “Employment Term.”
 
 (b)           Obligations.  During
the Employment Term, Executive will devote Executive’s full business efforts and
time to the Company.  For the duration of the Employment Term,
Executive agrees not to actively engage in any other employment, occupation, or
consulting activity for any direct or indirect remuneration (including
membership on a board of directors) without the prior approval of the Chief
Executive Officer; provided, however, that Executive may, without the approval
of the Chief Executive Officer, serve in any capacity with any civic,
educational, or charitable organization, provided such services do not interfere
with Executive’s obligations to the Company.
 
 2.    
        At-Will
Employment.  Executive and the Company agree that Executive’s
employment with the Company constitutes “at-will”
employment.  Executive and the Company acknowledge that this
employment relationship may be terminated at any time, upon written notice to
the other party, with or without good cause or for any or no cause, at the
option either of the Company or Executive.  However, as described in
this Agreement, Executive may be entitled to severance benefits depending upon
the circumstances of Executive’s termination or resignation of
employment.  Upon the termination of Executive’s employment with the
Company for any reason, Executive will be entitled to payment of all accrued but
unpaid vacation, expense reimbursements, and other benefits due to Executive
through the date of Executive’s termination of employment under any
Company-provided or paid plans, policies, and arrangements.
 
 3.
                Compensation.
 
 (a)           Base
Salary.  As of the Effective Date, the Company will pay
Executive an annual salary of $310,000.00 USD as compensation for Executive’s
services (“Base Salary”).  The Base Salary will be paid periodically
in accordance with the Company’s normal payroll practices as in effect from time
to time (but no less frequently than once per month) and be subject to the
usual, required federal, state and local tax  withholding, employment
tax withholding and other lawful deductions
(“Withholdings”).  Executive’s salary will be subject to annual
review, and adjustments, if any, will be made based upon the Company’s standard
practices or the discretion of the Company’s Board of Directors.
 
 (b)           Bonus.  Executive’s
annual target for the aggregate amount of annual and quarterly bonuses will be
$300,000.00 USD (“Target Bonus”), less Withholdings.  Allocation,
eligibility and payment of Target Bonus will be based upon achievement of
quarterly and yearly performance goals approved by the Chief Executive Officer
and set forth in an annually and/or quarterly revised Target Bonus schedule.
Target Bonus amounts will not be earned unless Executive remains employed
through the relevant quarter (for quarterly bonus payments) and through the end
of the fiscal year (for annual bonus payments).  Target Bonus amounts
will be paid within sixty (60) days following the end of the period in which it
is earned, and in no instance later than two and one-half (21⁄2) months following
the end of the year in which the applicable portion of the Target Bonus was
earned.
  1
  (c)           Equity
Compensation.  Subject to approval of the Compensation
Committee or its delegate, within ninety (90) days of the Effective Date,
Executive will be granted a restricted stock award in the amount of 25,000
shares of Company common stock (“Stock Award”).  The Company’s
reacquisition right with respect to the shares subject to the Stock Award shall
lapse, as follows:  one-sixteenth (1/16th) of the shares subject to
the Stock Award upon the completion of the first complete fiscal quarter
following the Effective Date, and the balance in a series of successive equal
quarterly installments upon the Executive’s completion of each of the next
fifteen (15) quarters of service thereafter, in each case subject to Executive’s
continued employment or other service with the Company or one of its
subsidiaries through the relevant lapse date.  The Stock Award will be
subject to the terms, definitions and provisions of the Company’s 2004 Stock
Plan and the Stock Award agreement by and between the Executive and the Company
(the “Stock Award Agreement”), both of which documents are incorporated
herein.
 
 (d)           Car
Allowance.  For a period of two (2) years, Executive will
receive an annual car allowance of $12,000.00 USD, less
Withholdings.  The car allowance will be paid periodically in
accordance with the Company’s normal payroll practices as in effect from time to
time (but no less frequently than once per month).
 
 (e)           Relocation Related
Reimbursements.   Executive’s relocation expenses shall be
reimbursed in accordance with Schedule B hereto.  Should Executive
resign without Good Reason (as defined below) or be terminated for Cause (as
defined below) within one year of Executive’s hire date, Executive hereby agrees
to repay a pro-rated portion of all relocation expense reimbursement payments
made by Company to Executive as follows: for each full month not employed during
the twelve months period from Executive’s hire date, Executive must repay Taleo
1/12 of all relocation reimbursement payments made to Executive or on behalf of
Executive. Certain relocation reimbursements shall be subject to gross-up for
income tax impact to executive in accordance with the Company’s standard
relocation policy.
 
 4.
                Employee
      Benefits.
 
 (a)           Vacation.  Executive
will be eligible to receive four (4) weeks of paid annual
vacation.  Executive’s use of vacation will be subject to the terms
and conditions of the vacation policies in place at the Company, including
without limitation, accrual limits and caps.
 
 (b)           General.  During
the Employment Term, Executive will be eligible to participate in accordance
with the terms of all Company employee benefit plans, policies, and arrangements
that are applicable to other senior executives of the Company, as such plans,
policies, and arrangements may exist from time to time.
 
 5. 
           Expenses.  The
Company will reimburse Executive for reasonable travel and other expenses
incurred by Executive in the furtherance of the performance of Executive’s
duties hereunder, in accordance with the Company’s expense reimbursement policy
as in effect from time to time.
  2
  6.
                Severance.
 
 (a)           If
Company or a successor corporation terminates Executive’s employment for any
reason other than Cause (as defined below) or if Executive resigns for Good
Reason (as defined below) then Company or the successor corporation will (1) pay
prorated bonuses for any partially completed bonus periods through Executives
termination date (at an assumed 100% on-target achievement of goal), less
Withholding, (2) continue to pay Executive’s Base Salary at the rate in effect
at the time of Executive’s resignation or termination of employment for a period
of 6 months from the date of Executive’s resignation or termination of
employment, less Withholding, and (3) if Executive elects to continue
Executive’s health insurance coverage under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”) following such termination or resignation of
Executive’s employment, pay the same portion of Executive’s monthly premium
under COBRA as it pays for active employees until the earliest of (i) the
close of the 6 month period following the termination of Executive’s employment,
(ii) the expiration of Executive’s continuation coverage under COBRA, or
(iii) the date when Executive becomes eligible for substantially equivalent
health insurance coverage in connection with new employment or
self-employment.
 
 (b)           If
Company or a successor corporation terminates Executive’s employment for any
reason other than Cause (as defined below) or if Executive resigns for Good
Reason (as defined below) and either such event takes place within one year
following a Change in Control (as defined below), then Company or the successor
corporation will (1) pay prorated bonuses for any partially completed bonus
periods through Executives termination date (at an assumed 100% on-target
achievement of goal), less Withholding, (2) continue to pay Executive’s Base
Salary at the rate in effect at the time of Executive’s resignation or
termination of employment for a period of 12 months from the date of Executive’s
resignation or termination of employment, less Withholding, (3) pay bonuses (at
an assumed 100% on-target achievement of goal) at the rate in effect at the time
of Executive’s resignation or termination of employment for a period of 12
months from the date of Executive’s resignation or termination of employment
(bonuses will be prorated for any partially completed bonus periods through the
12 month period from the date of Executive’s resignation or termination of
employment), less Withholding, and (4) if Executive elects to continue
Executive’s health insurance coverage under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”) following such termination or resignation of
Executive’s employment, pay the same portion of Executive’s monthly premium
under COBRA as it pays for active employees until the earliest of (i) the
close of the 12 month period following the termination of Executive’s
employment, (ii) the expiration of Executive’s continuation coverage under
COBRA, or (iii) the date when Executive becomes eligible for substantially
equivalent health insurance coverage in connection with new employment or
self-employment.
 
 (c)           All
benefits set forth in Sections 6(a) and 6(b) are collectively referred to as
“Severance.”  Severance payments shall be made by Company on the date
such payments would have been made had Executive’s employment relationship with
Company continued (e.g., Severance based on Base Salary shall be paid twice per
month and Severance based on Target Bonuses shall be paid quarterly or annually
as appropriate).
 
 (d)           In
addition to Severance, in the event that Company or a successor corporation
terminates Executive’s employment for any reason other than Cause (as defined
below) or if Executive resigns for Good Reason (as defined below) and either
such event did not take
place within one year following a Change in Control (as defined below), then
Executive will receive immediate vesting with respect to the number of options
that would have vested in accordance with Executive’s then-current stock option
grants had Executive remained employed for an additional 6 months and, if
applicable, the Company’s right of repurchase shall continue to lapse in
accordance with Executive’s then-current restricted stock grants for a period of
6 months from the date of such termination or resignation of
employment.  In the event of Executive’s termination of employment as
described in this subsection (d), the Executive’s then vested stock options
shall be exercisable for 3 months after Executive’s date of
termination.  Notwithstanding the foregoing, in no case shall any
option be exercisable after the expiration of its term.
  3
  (e)           In
addition to Severance, in the event that Company or a successor corporation
terminates Executive’s employment for any reason other than Cause (as defined
below) or if Executive resigns for Good Reason (as defined below) and either
such event takes place within one year following a Change in Control (as defined
below), Executive will receive immediate vesting with respect to all unvested
stock options that are held by Executive and the Company’s right of repurchase
shall lapse entirely with respect to restricted stock grants from the Company to
Executive.  In the event of Executive’s termination of employment as
described in this subsection (e), the Executive’s then outstanding stock options
shall be exercisable for 3 months after Executive’s date of
termination.  Notwithstanding the foregoing, in no case shall any
option be exercisable after the expiration of its term.
 
 (f) 
          For purposes of this
Section 6, “Cause” means (i) any act of personal dishonesty taken by
Executive in connection with Executive’s employment responsibilities,
(ii) Executive’s conviction of a felony, (iii) any act by Executive
that constitutes material misconduct, (iv) repeated failures to follow the
lawful, reasonable instructions of the Chief Executive Officer, or
(v) substantial violations of employment or fiduciary duties,
responsibilities or obligations to Company.
 
 (g)           For
purposes of this Section 6, “Good Reason” means (i) without Executive’s
consent, a significant reduction of Executive’s duties, position or
responsibilities relative to Executive’s duties, position or responsibilities in
effect immediately prior to such reduction, other than a reduction where
Executive are asked to assume substantially similar duties and responsibilities
in a division of a larger entity after a Change in Control; (ii) without
Executive’s consent, a reduction of Executive’s Base Salary or Target Bonus
other than a one-time reduction that does not exceed twenty percent (20%) and
that is also applied to substantially all of Company’s senior executives; (iii)
without Executive’s consent, Executive’s relocation to a facility or a location
greater than 75 miles from San Francisco, California.  If Executive
does not notify Company in writing that Executive believes a significant
reduction of Executive’s duties, position or responsibilities has occurred
pursuant to this Section 6 within thirty days of the event or occurrence that
Executive believes to have resulted in such a significant reduction, then such
reduction shall be deemed for purposes of this Agreement as not constituting
Good Reason, as that terms is used in this Section 6.  Disagreement as
to the allocation, eligibility and payment of Target Bonus to be set forth in a
Target Bonus Schedule shall not be a basis for Good Reason
resignation.
 
 (h)           
For purposes of this Section 6, “Change in Control” means the occurrence of
any of the following events: (i) any “person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the total voting power
represented by the Company’s then outstanding voting securities and such change
in ownership results in a broad management changes at Company; or (ii) the
consummation of the sale or disposition by Company of all or substantially all
of Company’s assets; or (iii) the consummation of a merger or consolidation of
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) more
than fifty percent (50%) of the total voting power represented by the voting
securities of Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.
 
 (i)  
         Notwithstanding the above,
Company’s Chief Executive Officer reserves the right to make reasonable
organizational structure changes reasonably commensurate with the position of
Chief Executive Officer.  Such changes may include the shifting or
reassignment of divisional, geographic or team responsibilities among members of
the executive team.  Such changes are within the reasonable discretion
of the Chief Executive Officer and shall not constitute Good Reason, as that
term is used in this Section 6.
  4
  (j)           Termination due to Death or
Disability.  If Executive’s employment terminates by reason of
death or Disability, then (i) Executive will be entitled to receive
benefits only in accordance with the Company’s then applicable plans, policies,
and arrangements, and (ii) Executive’s outstanding equity awards will terminate
in accordance with the terms and conditions of the applicable award
agreement(s).
 
 (k)           Sole Right to
Severance.  This Agreement is intended to represent Executive’s
sole entitlement to severance payments and benefits in connection with the
termination of Executive’s employment.  To the extent Executive
receives severance or similar payments and/or benefits under any other Company
plan, program, agreement, policy, practice, or the like, severance payments and
benefits due to Executive under this Agreement will be correspondingly reduced
(and vice-versa).
 
 7.
                Conditions to Receipt
      of Severance.
 
 (a)           Separation Agreement and
Release of Claims.  The receipt of any severance payments or
other benefits pursuant to Section 6 will be subject to Executive signing and
not revoking a separation agreement and release of claims in a form reasonably
acceptable to the Company within such time frame as required by the release
document, but in no event effective later than March 15 of the year following
the year in which the termination of employment occurs.  Such
agreement will provide (among other things) that Executive will not disparage
the Company, its directors, or its executive officers, and will contain
No-Inducement, No-Solicit and Non-Compete terms consistent with this
Agreement.  No severance payments or benefits will be paid or provided
until the separation agreement and release agreement becomes
effective.
 
 (b)           No-Inducement, No-Solicit
and Non-Compete.  In the event of a termination or resignation
of Executive’s employment that otherwise would entitle Executive to the receipt
of severance payments or benefits pursuant to Section 6, Executive agrees that
as a condition to receipt of such severance, during the 12-month period
following termination of employment, Executive, directly or indirectly, whether
as employee, owner, sole proprietor, partner, director, founder or otherwise,
will (i) not, solicit, induce, or influence any person to modify their
employment or consulting relationship with the Company (the “No-Inducement”),
(ii) not solicit, divert or take away or attempt to solicit, divert or take
away the business of any customer or prospective customer of the Company (the
“No-Solicit”), and (iii) not engage in work in the geographical area, as
defined below, for the benefit of any business, in competition with the
Company’s business (“Non-Compete”).  If Executive breaches the
No-Inducement, No-Solicit or Non-Compete, all continuing payments and benefits
to which Executive otherwise may be entitled pursuant to Section 6 will cease
immediately and shall be repaid to the Company.  Executive
acknowledges that the time, geographic and scope limitations of Executive’s
obligations under this section that are to be reflected in a separation
agreement are fair and reasonable in all respects, and provides no more
protection than is necessary to protect the Company’s Confidential Information
and, consequently, to preserve the value and goodwill of the
Company.  Executive further acknowledges that Executive will not be
precluded from gainful employment if Executive is obligated not to compete with
the Company during the period and within the geographical area.  In
the event the provisions of this section are deemed to exceed the time,
geographic or scope limitations permitted by applicable law, Executive and the
Company mutually agree that such provisions shall be reformed to the maximum
time, geographic or scope limitations, as the case may be, then permitted by
such law.  The covenants contained in this section shall be construed
as a series of separate covenants, one for each city, town, suburb and state
within the geographical area.  For purposes of this Section 7,
“geographical area” shall mean (i) all counties in the State where Executive was
employed by the Company; (ii) all other states of the United States of America
from which the Company derived revenue at any time during the two-year period
prior to the date of the termination of Executive’s relationship with the
Company, and (iii) all other province, state, city or other political
subdivision of each country from which the Company derived revenue at any time
during the two-year period prior to the date of the termination of Executive’s
relationship with the Company.  Notwithstanding the foregoing,
Executive may still acquire an ownership interest, directly or indirectly, of
not more than 1% of the outstanding securities of any corporation which is
engaged in a business competitive with the Company and which is listed on any
recognized securities exchange or traded in the over the counter market in the
United States; provided, that such investment is completely passive and
Executive is not involved in the management or operations of such
corporation.
  5
  8.
                Confidential
      Information.
 
 (a)           Company
Information.  The Executive will not, at any time, whether
during or subsequent to Executive’s employment hereunder, directly or
indirectly, disclose or furnish to any other person, firm or corporation, or use
on behalf of himself/herself or any other person, firm or corporation, any
confidential or proprietary information acquired by the Executive in the course
of Executive’s employment with the Company, including, without limiting the
generality of the foregoing, product design, product roadmaps, future product
plans, contractual details relating to current Company clients, buying habits of
present and prospective clients of Company, pricing and sales policy, techniques
and concepts, the names of customers or prospective customers of the Company or
of any person, firm or corporation who or which have or shall have treated or
dealt with the Company or any of its subsidiaries or affiliated companies, any
other information acquired by the Executive regarding the methods of conducting
the business of the Company and any of its subsidiaries and/or affiliates, any
information regarding the Company's methods of research and development, of
obtaining business, of manufacturing, of providing or advertising products or
services, or of obtaining customers, trade secrets and other confidential
information concerning the business operations of the Company or any company
and/or entity affiliated with the Company, except to the extent that such
information is already generally known in the public domain.
 
 (b)           Former Employer
Information.  Executive agrees, during employment with the
Company, not to improperly use or disclose any proprietary information or trade
secrets of any former or concurrent employer or other person or entity and that
Executive will not bring onto the premises of the Company any unpublished
document or proprietary information belonging to any such employer, person or
entity unless consented to in writing by such employer, person or
entity.
 
 (c)           Third Party
Information.  Executive recognizes that the Company has
received and in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes.  Executive agrees to hold all such confidential or
proprietary information in the strictest confidence and not to disclose it to
any person, firm or corporation or to use it except as necessary in carrying out
work for the Company consistent with the Company’s agreement with such third
party.
 
 (d)           Assignment of
Inventions.  Executive agrees to promptly make full written
disclosure to the Company, will hold in trust for the sole right and benefit of
the Company and hereby assigns to the Company, or its designee, all right, title
and interest in and to any and all inventions, original works of authorship,
developments, concepts, improvements, or trade secrets, whether or not
patentable or registrable under copyright or similar laws, which Executive may
solely or jointly conceive or develop or reduce to practice, or cause to be
conceived or developed or reduced to practice, during the period of time
Executive is in the employ of the Company (collectively referred to as
“Inventions”).  Executive further acknowledges that all original works
of authorship which are made by Executive (solely or jointly with others) within
the scope of and during the period of Executive’s employment with the Company
and which are protectible by copyright are “works made for hire” as that term is
defined in the relevant copyright act.
  6
  (e)           Inventions Retained and
Licensed.   Executive has attached hereto, as Schedule A,
a list of all inventions, original works of authorship, developments,
improvements, and trade secrets which were made by Executive prior to
Executive’s employment with the Company (collectively referred to as “Prior
Inventions”), which belong to Executive, which relate to the Company’s proposed
business, products or research and development, and which are not assigned to
the Company hereunder; or, if no such list is attached, Executive represents
that there are no such Prior Inventions.  If in the course of
Executive’s employment with the Company, Executive incorporates into a Company
product, process or machine a Prior Invention owned by Executive or in which
Executive has an interest, the Company is hereby granted and shall have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make,
have made, modify, use, and sell such Prior Invention as part of or in
connection with such product, process or machine.
 
 (f)  
         Maintenance of
Records.   Executive agrees to keep and maintain adequate
and current written records of all Inventions made by Executive (solely or
jointly with others) during the term of Executive’s employment with the
Company.  The records will be in the form of notes, sketches,
drawings, and any other format that may be specified by the
Company.  The records will be available to and remain the sole
property of the Company at all times.
 
 (g)           Patent and Copyright
Registrations.   Executive agrees to assist the Company,
or its designee, at the Company’s expense, in every proper way to secure the
Company’s rights in the Inventions and any copyrights, patents, mask work rights
or other intellectual property rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments which the Company shall deem necessary in
order to apply for and obtain such rights and in order to assign and convey to
the Company, its successors, assigns, and nominees the sole and exclusive
rights, title and interest in and to such Inventions, and any copyrights,
patents, mask work rights or other intellectual property rights relating
thereto.  Executive further agrees that Executive’s obligation to
execute or cause to be executed, when it is in Executive’s power to do so, any
such instrument or papers shall continue after the termination of this
Agreement.  If the Company is unable because of Executive’s mental or
physical incapacity or for any other reason to secure Executive’s signature to
apply for or to pursue any application for any Canadian or foreign patents or
copyright registrations covering Inventions or original works of authorship
assigned to the Company as above, then Executive hereby irrevocably designate
and appoint the Company and its duly authorized officers and agents as
Executive’s agent and attorney in fact, to act for and in Executive’s behalf and
stead to execute and file any such applications and to do all other lawfully
permitted acts to further the prosecution and issuance of letters patent or
copyright registrations thereon with the same legal force and effect as if
executed by Executive.
 
 (h)           Return of Company
Documents.  Executive agrees that, at the time of leaving the
employ of the Company, Executive will deliver to the Company (and will not keep
in Executive’s possession, recreate or deliver to anyone else) any and all
devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings blueprints, sketches, materials, equipment, other
documents or property, or reproductions of any aforementioned items developed by
Executive pursuant to Executive’s employment with the Company or otherwise
belonging to the Company, its successors or assigns.
 
 9.   
         Assignment.  This
Agreement will be binding upon and inure to the benefit of (a) the heirs,
executors, and legal representatives of Executive upon Executive’s death and (b)
any successor of the Company.  Any such successor of the Company will
be deemed substituted for the Company under the terms of this Agreement for all
purposes.  For this purpose, “successor” means any person, firm,
corporation, or other business entity which at any time, whether by purchase,
merger, or otherwise, directly or indirectly acquires all or substantially all
of the assets or business of the Company.  None of the rights of
Executive to receive any form of compensation payable pursuant to this Agreement
may be assigned or transferred except by will or the laws of descent and
distribution.  Any other attempted assignment, transfer, conveyance,
or other disposition of Executive’s right to compensation or other benefits will
be null and void.
  7
  10.           Notices.  All
notices, requests, demands, and other communications called for hereunder will
be in writing and will be deemed given (a) on the date of delivery if delivered
personally, (b) one day after being sent by a well established commercial
overnight service, or (c) four days after being mailed by registered or
certified mail, return receipt requested, prepaid and addressed to the parties
or their successors at the following addresses, or at such other addresses as
the parties may later designate in writing:
 
 If to the
Company:
 
 Attn: VP
Legal
 Taleo
Corporation
 4140
Dublin Boulevard, Suite 400
 Dublin,
CA 94568
 
 If to
Executive:
 
 at the
last residential address known by the Company as provided by Executive in
writing.
 
 11.           Severability.  In
the event that the application of any provision hereof to any particular facts
or circumstances shall be held to be invalid or unenforceable under the
governing law hereof, then: (i) such provision shall be reformed without further
action by the parties to the extent strictly necessary to render such provision
valid and enforceable when applied to such particular facts or circumstances;
and (ii) the validity and enforceability of such provision as applied to any
other particular facts or circumstances, and the validity and enforceability of
all of the other provisions hereof, shall in no way be affected or impaired
thereby.
 
 12.
                Arbitration.
 
 (a)           General.  In
consideration of Executive’s employment with the Company, its promise to
arbitrate all employment related disputes, and Executive’s receipt of the
compensation and other benefits paid to Executive by the Company, at present and
in the future, Executive agrees that any and all controversies, claims, or
disputes with anyone (including the Company and any employee, officer, director,
shareholder, or benefit plan of the Company in their capacity as such or
otherwise), whether brought on an individual, group, or class basis, arising out
of, relating to, or resulting from Executive’s employment with the Company under
this Agreement or otherwise or the termination of Executive’s employment with
the Company, including any breach of this Agreement, shall be subject to binding
arbitration by JAMS pursuant to its Employment Arbitration Rules &
Procedures (the “JAMS Rules”).  Disputes which Executive agrees to
arbitrate, and thereby agrees to waive any right to a trial by jury, include any
statutory claims under state or federal law, including, but not limited to,
claims under Title VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the
Older Workers Benefit Protection Act, claims of harassment, discrimination, or
wrongful termination, and any statutory claims.  Executive further
understands that this Agreement to arbitrate also applies to any disputes that
the Company may have with Executive.
 
 (b)           Procedure.  Executive
agrees that the arbitrator shall have the power to decide any motions brought by
any party to the arbitration, including motions for summary judgment and/or
adjudication, motions to dismiss or strike, and motions for class certification,
prior to any arbitration hearing.  Executive agrees that the
arbitrator will issue a written decision on the merits.  Executive
also agrees that the arbitrator shall have the power to award any remedies
available under applicable law, and that the arbitrator shall award attorneys’
fees and costs to the prevailing party, except as prohibited by law. Executive
understands that the Company and Executive will split any administrative or
hearing fees charged by the arbitrator or JAMS, except that the party initiating
the arbitration will pay the full filing fee.  Executive agrees that
any arbitration under this Agreement shall be conducted in accordance with the
laws of California, and that the arbitrator shall apply the substantive and
procedural laws of California, without reference to the rules of conflict of
law.  To the extent that the JAMS Rules conflict with the laws of
California, the JAMS Rules will take precedence.  The parties agree
that arbitration proceedings will be held in the county where Executive is
employed by the Company.
  8
  (c)           Remedy.  Except
for the provisional remedies provided for under California law and this
Agreement, arbitration will be the sole, exclusive, and final remedy for any
dispute between Executive and the Company.  Accordingly, except as
provided for by California law and this Agreement, neither Executive nor the
Company will be permitted to pursue court action regarding claims that are
subject to arbitration.  Notwithstanding, the arbitrator will not have
the authority to disregard or refuse to enforce any lawful Company policy, and
the arbitrator will not order or require the Company to adopt a policy not
otherwise required by law which the Company has not adopted.
 
 (d)           Availability of Injunctive
Relief.  In addition to the right under California law to
petition the court for provisional relief, Executive agrees that any party also
may petition the court for injunctive relief where either party alleges or
claims a breach or threatened breach of this Agreement or any other agreement
regarding trade secrets, confidential information, nonsolicitation,
noninducement or noncompetition.
 
 (e)           Administrative
Relief.  Executive understands that this Agreement does not
prohibit Executive from pursuing an administrative claim with a local, state, or
federal administrative body such as the Equal Employment Opportunity Commission,
the National Labor Relations Board or the workers’ compensation
board.  This Agreement does, however, preclude Executive from pursuing
court action regarding any such claim.
 
 (f)           Voluntary Nature of
Agreement.  Executive acknowledges and agrees that Executive is
executing this Agreement voluntarily and without any duress or undue influence
by the Company or anyone else.  Executive further acknowledges and
agrees that Executive has carefully read this Agreement and that Executive has
asked any questions needed for Executive to understand the terms, consequences,
and binding effect of this Agreement, including that Executive is waiving
Executive’s right to a jury trial.  Finally, Executive agrees that
Executive has been provided an opportunity to seek the advice of an attorney of
Executive’s choice before signing this Agreement.
 
 13.
                Section
      409A.
 
 (a)           Notwithstanding
anything to the contrary in this Agreement, no cash severance payment or
reimbursement Deferred Compensation Separation Benefits (as defined below) will
become payable under this Agreement until Executive has a “separation from
service” within the meaning of Section 409A of the Code and the final
regulations and any guidance promulgated thereunder, as each may be amended from
time to time (together, “Section 409A”).  Further, if
(x) Executive is a “specified employee” within the meaning of Section 409A
at the time of Executive’s termination of employment (or at the time of a later
“separation from service” within the meaning of Section 409A) other than due to
Executive’s death, and (y) some or any portion of the severance payable to
Executive, if any, pursuant to this Agreement, when considered together with any
other severance payments or separation benefits that are considered deferred
compensation under Section 409A (together, the “Deferred Compensation Separation
Benefits”) would result in the imposition of additional tax under Section 409A
if paid to Executive on or within the six (6) month period following Executive’s
termination of employment, then to the extent such portion of the Deferred
Compensation Separation Benefits would otherwise have been payable on or within
the first six (6) months following Executive’s termination of employment, it
will instead become payable in a lump sum on the first payroll date that occurs
on or after the date six (6) months and one (1) day following the date of
Executive’s termination of employment (or such longer period as is required to
avoid the imposition of additional tax under Section 409A).  All
subsequent Deferred Compensation Separation Benefits, if any, will be payable in
accordance with the payment schedule applicable to each payment or
benefit.  For these purposes, each payment and benefit payable under
this Agreement and each other Deferred Compensation Separation Benefit is hereby
designated as a separate payment for purposes of Section 1.409A-2(b)(2) of the
Treasury Regulations and will not collectively be treated as a single payment.
Notwithstanding anything herein to the contrary, if Executive dies following his
or her termination of employment but prior to the six (6) month anniversary of
the date of Executive’s termination of employment, then any payments delayed in
accordance with this paragraph will be payable in a lump sum as soon as
administratively practicable after the date of Executive’s death and all other
Deferred Compensation Separation Benefits will be payable in accordance with the
payment schedule applicable to each payment or benefit.
  9
  (b)           This
Agreement is intended to comply with the requirements of Section 409A so that
none of the severance payments and benefits that may be provided hereunder will
be subject to the additional tax imposed under Section 409A, and any ambiguities
herein will be interpreted to so comply.  The Company and Executive
agree to work together in good faith to consider amendments to this Agreement
and to take such reasonable actions which are necessary, appropriate or
desirable to avoid imposition of any additional tax or income recognition prior
to actual payment to Executive under Section 409A.
 
 14.           Integration.  This
Agreement, along with the documents incorporated by reference herein, represents
the entire agreement and understanding between the parties as to the subject
matter herein and supersedes all prior or contemporaneous agreements whether
written or oral, including any employment, change of control or severance
agreement entered into with the Company or any subsidiary of the
Company.  No waiver, alteration, or modification of any of the
provisions of this Agreement will be binding unless in a writing that
specifically references this Section and is signed by duly authorized
representatives of the parties hereto.
 
 15.           Waiver of
Breach.  The waiver of a breach of any term or provision of
this Agreement, which must be in writing, will not operate as or be construed to
be a waiver of any other previous or subsequent breach of this
Agreement.
 
 16.           Survival.  The
Company’s and Executive’s responsibilities under Sections 8 and
12  and all other provisions intended by their terms to survive the
termination of this Agreement  will survive the termination of this
Agreement.
 
 17.           Headings.  All
captions and section headings used in this Agreement are for convenient
reference only and do not form a part of this Agreement.
 
 18.           Tax
Withholding.  All payments made pursuant to this Agreement will
be subject to Withholdings.
 
 19.           Governing
Law.  This Agreement will be governed by the laws of the State
of California (with the exception of its conflict of laws
provisions).
 
 20.           Acknowledgment.  Executive
acknowledges that Executive has had the opportunity to discuss this matter with
and obtain advice from Executive’s private attorney, has had sufficient time to,
and has carefully read and fully understands all the provisions of this
Agreement, and is knowingly and voluntarily entering into this
Agreement.
 
 21.           Counterparts.  This
Agreement may be executed in counterparts, and may be exchanged by fax or
electronically scanned and emailed copies. Each counterpart will have the same
force and effect as an original and will constitute an effective, binding
agreement on the part of each of the undersigned.
  10
  IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
the Company by a duly authorized officer, as of the day and year written
below.
 
 
 
 COMPANY:
 
 TALEO
CORPORATION
 
  By:
      /s/
      Michael Gregoire
                      
                      Date:
      01
      May  2008
 
 Name:
Michael Gregoire
 
 Title:
President and Chief Executive Officer
 
 
 
 EXECUTIVE:
 
 
 /s/ Neil Hudspith
                    
                    Date:
      30th April
      2008
 Neil
Hudspith
 
 
 
 
 [SIGNATURE
PAGE TO NEIL HUDSPITH EMPLOYMENT AGREEMENT]
  11
  Schedule
A
 
 
 List
of Prior Inventions, Designs and Original Works of Authorship
 
 Title
                      Date
                      Identifying
      Number of Brief
Description
 X      No invention
or improvements
 Additional sheets attached
 Signature
      of Executive:
                  /s/ Neil HudspithPrinted
      Name of Executive:
                  Neil HudspithDate:
                  30th April 2008
  12
  The
attached Schedule B-1 supersedes and replaces Schedule B to the Agreement
entered into between Neil Hudspith and Taleo Corporation as of May 1,
2008.
 
 Agreed to
by:
 
 /s/ Neil Hudspith
                  
                  /s/ Michael GregoireNeil
      Hudspith
                  
                  Michael
      Gregoire
 
 Schedule
B-1
 
 Relocation Related
Reimbursements
 
 
 Relocation
      Reimbursement ItemVisa
      Costs: 3 Year L-1 VisaRent
      Payment: up to $7,000 per month  for up to 2
    yearsAir
      fare for travel between Europe and the San Francisco Bay area for family
      members for two years: up to $26,000 USD per year.Moving
      house hold goods to USA: up to $10,000
                    Moving
      house hold goods back to UK: up to $30,000Storage
      up to 3 months: up to $5,000Home
      search trip for family of 2. Air fare from Europe to San Francisco Bay
      area: up to $12,000 USD.Relocation
      to US for family of 2. Air fare from Europe to the San Francisco Bay area:
      up to $6,000 USD.Miscellaneous
      relocation expenses: $7,000Corporate
      housing for up to 3 months: up to $3,500 per
  month


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