ex1082.htm


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

       

      Exhibit
10.82

    

    
 

    
      	
              2009 Vice President
      Worldwide Sales Incentive Bonus
Plan

            


    

    


    


    November
24, 2008

    


    


    David
Cunningham,

    


    The
letter is to document your variable compensation plan for Chordiant’s 2009
fiscal year which begins on October 1, 2008 and ends September 30,
2009.  Your variable compensation element, which has a target equal to
83.33% of your annual base salary, will be calculated and paid (if applicable)
quarterly based on the following criteria:

    


    
      	
              ·  

            	
              25%
      based on the criteria and payment calculation formulas established in the
      Chordiant Fiscal Year 2009 Executive Incentive Bonus Plan (attachment
      A)

            


    

     

    
      	
              ·  

            	
              75%
      based on based on the
      criteria and payment calculation formulas established in the 2009 Vice
      President, Worldwide Sales Compensation Plan General Terms and Conditions
      and the Quota Assignment and Commission Factors for Sales Personnel
      (attachment B)

            


    

     

    


    Payment

     

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

    


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

     

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

     

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

     

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

     

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

     

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

     

    


    


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

    


    


    


    /s/ David
Cunningham                                                                11-24-2008

    David
Cunningham                                                                                                               Date

    Vice
President Worldwide Sales

    


    


    /s/ Steven R.
Springsteel                                                                11/24/08                      

    Steven
R.
Springsteel                                                                                                                     Date

    Chief
Executive Officer

    


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

         

        Exhibit
10.82

      



    


    Attachment
A

    


    Chordiant
Fiscal Year 2009 Executive Incentive Bonus Plan

     

    


    This
Executive Incentive Bonus Plan (the “Plan”) will cover all Executive Officers
and Vice Presidents of the Company (except for the Vice President of Services,
the Vice President of Sales, the General Counsel, and those paid on sales
commission plans).  Bonuses under this Plan will be calculated and
paid (if applicable) based on the Company’s financial results as filed on Forms
10-Q and 10-K (and the associated non-GAAP reconciliations historically included
in press releases and filed on a Form 8-K) for the Company’s 2009 fiscal year
versus the Company’s FY2009 Financial Plan on one quantitative measure: Revenue
(as defined below).

    


    A
participant’s total bonus payments under the Plan shall not exceed 300% of his
or her 2009 fiscal year target bonus.  Payments for any given quarter
will be limited to a maximum of 100% of the participant’s target bonus for that
quarter, plus any cumulative “catch up” payment for prior quarters.

    


    The
quarterly bonus calculations will be computed using year-to-date figures.
Cumulative “catch up” payments will be made for any prior quarter shortfall
against the goals.

    


    [**],
for quarterly payments to be made under the Plan, [**]. For the [**], for
payments to be made under the Plan, the Company’s [**].

    


    At
the end of the fiscal year, the Company will evaluate its 2009 fiscal year
revenue attainment against its 2009 fiscal year revenue goal. Payments for
performance in excess of 100% of its annual revenue goal will be calculated and
paid as provided in this Plan.

    


    Plan
Summary

    


    Quantitative
Component (in $US):

    
      	
              ·  

            	
              GAAP
      Revenue

            


    

    


    Maximum
payout to a participant – 300%

    


    Payments

    
      	
              ·  

            	
              Quarterly.

            


    

    
      	
              ·  

            	
              Limited
      to 100% maximum payment for a current quarter, plus any cumulative
      “catch-up” to bring any prior quarter to
100%.

            


    

    
      	
              ·  

            	
              Overachievement
      above 100% paid at end of fiscal
year.

            


    

    
      	
              ·  

            	
              To
      qualify for payment, Company must [**] on a non-GAAP Operating Profit
      basis [**], and achieve [**].

            


    

    


    


    


    Component
– GAAP Revenue

    Weighting
– 100%

    Revenue Goal per FY2009 Financial
Plan (Reported GAAP
Revenue in $US)

    


                                                          Quarter         Year-to-Date

    Q1                                                      [**]             [**]

    Q2                                                      [**]             [**]

    Q3                                                      [**]             [**]

    Q4                                                      [**]             [**]

    FY2009 [**]

    


                                                          Performance*         Payout*

    Thresholds                                           80%             60%

                                                        100%             80%

                                                        120%             100%

                                                        160%             300%

    


    *Performance
and payout interpolate between levels

    


    


    Profitability
Requirements

    Non-GAAP Operating Profit [**] Goal
per FY2009 Financial Plan (Reported Non-GAAP Operating Profit
in $US)

    


                                                          Quarter         Year-to-Date

    Q1                                                      [**]             [**]

    Q2                                                      [**]             [**]

    


    


    


    Revenue

    


    “Revenue”
is defined as revenue as recognized under GAAP on the Company’s quarterly
consolidated statement of operations in $US.

    


    Each
quarter, a participant is eligible to receive a bonus equal to twenty-five
percent (25%) of his or her annual bonus target (plus “catch up” payments
described elsewhere in this Plan).  Bonus payments are subject to the
following:

    


    · If
the Company does not achieve at least 80% of its year-to-date Revenue goal, then
no bonus will be paid for that quarter.

     

    · If
the Company achieves at least 80% of its year-to-date Revenue goal (and
satisfies the non-GAAP Operating Profit [**] criteria) participant will be paid
60% of his or her target bonus for the quarter.  For each 1.00% of the
Revenue goal achieved above 80% (up to 100%), participant will be paid an
additional 1% of his or her target bonus for the quarter.

     

    ·  If
the Company achieves at least 100% of its year-to-date Revenue goal (and
satisfies the non-GAAP Operating Profit [**] criteria) participant will be paid
80% of his or her target bonus for the quarter.  For each 1.00% of the
Revenue goal achieved above 100% (up to 120%), participant will be paid an
additional 1% of his or her target bonus for the quarter.

     

    · If
the Company achieves at least 120% of its year-to-date Revenue goal (and
satisfies the non-GAAP Operating Profit [**] criteria) participant will be paid
100% of his or her target bonus for the quarter.  For each 1.00% of
the Revenue goal achieved above 120% (up to 160%), participant will be paid an
additional 5% of his or her target bonus for the quarter, up to the maximum
payout of 300% of a participant’s target bonus for the quarter.

     

    


    Non-GAAP
Operating Profit

    


    Non-GAAP
Operating Profit is defined as Non-GAAP Operating Profit as reported on the
Company’s quarterly Non-GAAP consolidated statement of operations in $US.
Non-GAAP reconciliations historically have been included in press releases and
filed on a Form 8-K at the end of each fiscal quarter.  Historically,
these Non-GAAP results exclude expenses associated with the amortization of
purchased intangible assets, stock-based compensation expense, reductions in
workforce and other non-recurring charges. In fiscal year 2009, the Non-GAAP
adjustments will include the non-cash tax expense associated with acquired NOL
carry forwards.

    


    


    Calculations

    


    Participants
joining the Company after the beginning of the Company’s 2009 fiscal year will
only be entitled to a pro-rata portion of the quarterly bonus in the quarter
they commence employment with the Company, a pro-rata portion of any bonus
amount that exceeds 100%, and will not be eligible for any “catch-up” payments
for quarters in which they were not employed by the Company.

    


    Payment

    


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

    


    Bonuses
are generally calculated within thirty (30) days after the end of any given
quarter and are generally paid within forty-five (45) days after the end of a
given quarter, and generally not later than sixty (60) days following the end of
such quarter.  Bonuses are then paid in the next regularly-scheduled
paycheck.  Payment for achievement of greater than 100% of the Revenue
goal generally will be made not later than sixty (60) days following the close
of the Company’s fiscal year.  These payment dates are contingent upon
the Company filing its periodic Forms 10-Q and 10-K with the SEC.

     

    Notwithstanding
anything to the contrary herein, no bonus is earned until it is paid under this
Plan.  Therefore, in the event the employment of a participant under
this Plan is terminated (either by the Company or by the participant, whether
voluntarily or involuntarily) before a bonus is paid, then the participant will
not be deemed to have earned that bonus, and will not be entitled to any portion
of that bonus.

     

    Questions
regarding the Plan should be directed to the Chief Executive Officer or the Vice
President of Human Resources.  Acceptance of payment(s) under the Plan
constitutes full and complete acceptance of its terms and
conditions.  Any eligible participant who wishes not to participate in
this Plan must notify the Vice President, Human Resources in writing of their
desire and intent.

     

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

     

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

     

    This
Plan shall be governed by and construed under the laws of the State of
California.

     

    *   *   *

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

         

        Exhibit
10.82

         

      

    

    Attachment
B

    


    CHORDIANT
SOFTWARE, INC.

    2009
Vice President 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 October 1, 2008 and it
      shall continue through September 30, 2009.  The 2009 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 2009 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 October 1, 2008 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. You
must be a regular full-time employee of the Company.

    B. You must be the
Vice President Worldwide Sales.

    C. You
must acknowledge that you have received a copy of this Plan; have read,
understand and accept its terms; understand your Assignment; and understand that
your 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 October 1, 2008
      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 and 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(A) through 5(G) 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 5(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.

    


    By
signing this agreement you agree to 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) there are not
any other concessions and conditions or terms outside the express written terms
of the license/support agreement.

    


    F. Salesforce.com

    


    You
further agree to 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

    


    You
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 you are found to be non-responsive in assisting with obtaining
the aforementioned letters.

    


    *           *           *

    
      	
               
      

            	
              Any
      exception to conditions 5(A) through 5(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) – (G) 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 the
approval of the License Transaction is required by the Compensation
Committee.

    


    
      	
              6.  

            	
              Non-Qualifying
      Orders.

            


    

    
      	
               
      

            	
              You
      may be assigned responsibilities involving sales of the nature described
      in subparagraphs A through G 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.  These payment dates
are contingent upon the Company filing its periodic Forms 10-Q and 10-K with the
SEC. 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.

     

    


     

    Your
Quota is divided into Quota performance tiers with each tier containing an
associated commission rate.  Commissions are calculated starting with
the lowest tier first. You 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 you 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.

            


    

    


    
      	
               
      

            	
              You
      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.

            


    

    


    
      	
               
      

            	
              You
      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.

            


    

    


    
      	
               
      

            	
              You
      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 you to termination of employment and revocation of any
      commissions under this Plan to which you 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, you acknowledge that you have read and understood this
      Sales Compensation Plan; agree to its terms and conditions (including the
      sales Quota); and understand and agree that nothing in this Plan otherwise
      alters the at-will nature of your employment relationship with the
      Company, which can be terminated by you or the Company at any time, with
      or without cause, and with or without advance
  notice.

            


    

    


    
      	
               
      

            	
              This
      agreement is effective as of October 1,
      2008.

            


    

    


    


    


    /s/
David Cunningham

    
      Vice
President Worldwide Sales

      


    

     

    /s/
Steven R. Springsteel

    
      Chief
Executive Officer

      


    

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

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

         

        Exhibit
10.82

         

      

    

     

    Quota
Assignment and Commission Factor term sheet for Sales Personnel

    


    [**
one page omitted]