ex1068.htm


     

    Exhibit
10.68


     

    Chordiant
Software, Inc.

    


    2005
Equity Incentive Plan

    Stock
Option Grant Notice

     

    Chordiant
Software, Inc. (the “Company”),
pursuant to its 2005 Equity Incentive Plan (the “Plan”),
hereby grants to Optionholder an option to purchase the number of shares of the
Company’s Common Stock set forth below.  This option is subject to all
of the terms and conditions as set forth herein, in the Stock Option Agreement
and the Plan, both of which are attached hereto and incorporated herein in their
entirety.

     

    
      	
              Optionholder:

            	
               %%FIRST_NAME%-%
      %%LAST_NAME%-%

            	 
      
	 
      	 
      	 
      
	
              Address:

            	
              %%ADDRESS_LINE_1%-%

            	 
      
	 
      	
              %%ADDRESS_LINE_2%-%

            	 
      
	 
      	
              %%ADDRESS_LINE_3%-%

            	 
      
	 
      	
              %%CITY%-%,
      %%STATE%-% %%ZIPCODE%-%

            	 
      
	 
      	
              %%COUNTRY%-%

            	 
      
	 
      	 
      	 
      
	
              Date
      of Grant:

            	
              %%OPTION_DATE%-%

            	 
      
	
              Vesting
      Commencement Date:

            	
              %%VEST_BASE_DATE%-%

            	 
      
	
              Type
      of Grant1:

            	
              %%OPTION_TYPE%-%

            	 
      
	
              Option
      Number:

            	
              %%OPTION_NUMBER%-%

            	 
      
	 
      	 
      	 
      
	
              Number
      of Shares Subject to Option:

            	
              %%TOTAL_SHARES_GRANTED%-%

            	 
      
	
              Exercise
      Price (Per Share):

            	
              %%OPTION_PRICE%-%

            	 
      
	
              Total
      Exercise Price:

            	
              %%TOTAL_OPTION_PRICE%-%

            	 
      
	
              Exercise
      Schedule:

            	
              Same
      as vesting schedule below

            	 
      
	
              Payment:

            	
              By
      one or a combination of the following items:

            	 
      
	 
      	
              · By
      cash, check bank draft or money order payable to the
    Company

            	 
      
	 
      	
              · Pursuant
      to a Regulation T Program if the shares are publicly
traded

            	 
      
	 
      	
              · Subject
      to the Company’s consent at the time of exercise, by delivery of
      already-owned shares

            	 
      
	 
      	
              · Subject
      to the Company’s consent at the time of exercise, by a “net exercise”
      arrangement2

            	 
      
	 
      	 
      	 
      


    

    


    Shares
in each period will become fully vested on the date
shown.  Notwithstanding the foregoing, vesting will terminate upon the
Optionholder’s termination of Continuous Service.

    


    
      	
              Shares

            	
              Vest
      Type

            	
              Full
      Vest

            	
              Expiration

            
	
              %%SHARES_PERIOD1%-%

            	
              %%VEST_TYPE_PERIOD1%-%

            	
              %%VEST_DATE_PERIOD1%-%

            	
              %%EXPIRE_DATE_PERIOD1%-%

            
	
              %%SHARES_PERIOD2%-%

            	
              %%VEST_TYPE_PERIOD2%-%

            	
              %%VEST_DATE_PERIOD2%-%

            	
              %%EXPIRE_DATE_PERIOD2%-%

            
	
              %%SHARES_PERIOD3%-%

            	
              %%VEST_TYPE_PERIOD3%-%

            	
              %%VEST_DATE_PERIOD3%-%

            	
              %%EXPIRE_DATE_PERIOD3%-%

            
	
              %%SHARES_PERIOD4%-%

            	
              %%VEST_TYPE_PERIOD4%-%

            	
              %%VEST_DATE_PERIOD4%-%

            	
              %%EXPIRE_DATE_PERIOD4%-%

            
	
              %%SHARES_PERIOD5%-%

            	
              %%VEST_TYPE_PERIOD5%-%

            	
              %%VEST_DATE_PERIOD5%-%

            	
              %%EXPIRE_DATE_PERIOD5%-%

            
	
              %%SHARES_PERIOD6%-%

            	
              %%VEST_TYPE_PERIOD6%-%

            	
              %%VEST_DATE_PERIOD6%-%

            	
              %%EXPIRE_DATE_PERIOD6%-%

            
	
              %%SHARES_PERIOD7%-%

            	
              %%VEST_TYPE_PERIOD7%-%

            	
              %%VEST_DATE_PERIOD7%-%

            	
              %%EXPIRE_DATE_PERIOD7%-%

            
	
              %%SHARES_PERIOD8%-%

            	
              %%VEST_TYPE_PERIOD8%-%

            	
              %%VEST_DATE_PERIOD8%-%

            	
              %%EXPIRE_DATE_PERIOD8%-%

            
	
              %%SHARES_PERIOD9%-%

            	
              %%VEST_TYPE_PERIOD9%-%

            	
              %%VEST_DATE_PERIOD9%-%

            	
              %%EXPIRE_DATE_PERIOD9%-%

            
	
              %%SHARES_PERIOD10%-%

            	
              %%VEST_TYPE_PERIOD10%-%

            	
              %%VEST_DATE_PERIOD10%-%

            	
              %%EXPIRE_DATE_PERIOD10%-%

            


    

    


     

    Additional
Terms/Acknowledgements:  By accepting this option, the
Optionholder acknowledges receipt of, and understands and agrees to, this Stock
Option Grant Notice, the Stock Option Agreement, the Plan and the Plan
Prospectus.  Optionholder further acknowledges that as of the Date of
Grant, this Stock Option Grant Notice, the Stock Option Agreement and the Plan
set forth the entire understanding between Optionholder and the Company with
respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionholder with respect to
the subject matter hereof.

     

    


    

      

    

      
      1           If
this is an Incentive Stock Option, it (plus other outstanding Incentive Stock
Options) cannot be first exercisable for more than
$100,000 in value (measured by exercise price) in any calendar
year.  Any excess over $100,000 is a Nonstatutory Stock
Option.

    

      
      2           Any
portion of this option intended to qualify as an Incentive Stock Option may not
be exercised by net exercise.

    


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.68

        

      

    


    


     

    


     

    Attachment
I

    


    Chordiant
Software, Inc.

    


    2005
Equity Incentive Plan

    Stock
Option Agreement

    


    (Incentive
Stock Option or Nonstatutory Stock Option)

    


    


    Pursuant
to your Stock Option Grant Notice (the “Grant
Notice”) and this Stock Option Agreement, Chordiant Software, Inc. (the
“Company”)
has granted you an option under its 2005 Equity Incentive Plan (the “Plan”) to
purchase the number of shares of the Company’s Common Stock indicated in your
Grant Notice at the exercise price indicated in your Grant Notice. Defined terms
not explicitly defined in this Stock Option Agreement but defined in the Plan
shall have the same definitions as in the Plan.

    


    The
details of your option are as follows:

    


    1.           Vesting. Subject to the limitations
contained herein, your option will vest as provided in your Grant Notice,
provided that vesting will cease upon the termination of your Continuous
Service.

    


    2.           Number
of Shares and Exercise Price. The number of shares of
Common Stock subject to your option and your exercise price per share referenced
in your Grant Notice may be adjusted from time to time for Capitalization
Adjustments.

    


    3.           Exercise
Restriction for Non-Exempt Employees.  In
the event that you are an Employee eligible for overtime compensation under the
Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt
Employee”), you may not exercise your option until you have completed at
least six (6) months of Continuous Service measured from the Date of Grant
specified in your Grant Notice, notwithstanding any other provision of your
option.  Notwithstanding the foregoing, consistent with the provisions of
the Worker Economic Opportunity Act, upon your death or Disability, or upon a
Corporate Transaction or a Change in Control in which the vesting of your option
accelerates, your option, to the extent then vested, may be exercised earlier
than six (6) months following the Date of Grant.  The foregoing
provision is intended to operate so that any income derived by a
Non-Exempt Employee in connection with the exercise or vesting of this
option will be exempt from his or her regular rate of pay.

    


    4.           Method
of Payment.
Payment of the exercise price is due in full upon

    exercise
of all or any part of your option. You may elect to make payment of the exercise
price in cash or by check or in any other manner permitted by your
Grant Notice, which may include one or more of the
following:

    


    (a)           In
the Company’s sole discretion at the time your option is exercised and provided
that at the time of exercise the Common Stock is publicly traded and quoted
regularly, pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board that, prior to the issuance of Common Stock, results
in either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company from
the sales proceeds.

    


    (b)           Subject
to the consent of the Company at the time of exercise, provided that at the time
of exercise the Common Stock is publicly traded and quoted regularly, by
delivery of already-owned shares of Common Stock either that you have held for
the period required to avoid a charge to the Company’s reported earnings or that
you did not acquire, directly or indirectly from the Company, that are owned
free and clear of any liens, claims, encumbrances or security interests, and
that are valued at Fair Market Value on the date of exercise. “Delivery” for
these purposes, in the sole discretion of the Company at the time you exercise
your option, shall include delivery to the Company of your attestation of
ownership of such shares of Common Stock in a form approved by the Company.
Notwithstanding the foregoing, you may not exercise your option by tender to the
Company of Common Stock to the extent such tender would violate the provisions
of any law, regulation or agreement restricting the redemption of the Company’s
stock.

    


    (c)           If
the option is a Nonstatutory Stock Option, subject to the consent of the Company
at the time of exercise, by a “net exercise” arrangement pursuant to which the
Company will reduce the number of shares of Common Stock issued upon exercise of
your option by the largest whole number of shares with a Fair Market Value that
does not exceed the aggregate exercise price; provided, however, that the
Company shall accept a cash or other payment from you to the extent of any
remaining balance of the aggregate exercise price not satisfied by such
reduction in the number of whole shares to be issued; provided further, however,
that shares of Common Stock will no longer be outstanding under your option and
will not be exercisable thereafter to the extent that (1) shares are used to pay
the exercise price pursuant to the “net exercise,” (2) shares are delivered to
you as a result of such exercise, and (3) shares are withheld to satisfy tax
withholding obligations.

    


    5.           Whole
Shares. You may
exercise your option only for whole shares of Common Stock.

    


    6.           Securities
Law Compliance.
Notwithstanding anything to the contrary contained herein, you may not
exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of
Common Stock are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your option also must comply with other
applicable laws and regulations governing your option, and you may not exercise
your option if the Company determines that such exercise would not be in
material compliance with such laws and regulations.

    


    7.           Term. You may not exercise your
option before the commencement of its term or after its term expires. The term
of your option commences on the Date of Grant and expires upon the earliest of
the following:

    


    (a)           immediately
upon the termination of your Continuous Service for Cause;

    


    (b)           three
(3) months after the termination of your Continuous Service for any reason other
than Cause, Disability or death, provided that if during any part of such three
(3) month period you may not exercise your option solely because of the
condition set forth in the preceding paragraph relating to “Securities Law
Compliance,” your option shall not expire until the earlier of the Expiration
Date or until it shall have been exercisable for an aggregate period of three
(3) months after the termination of your Continuous Service;

    


    (c)           twelve
(12) months after the termination of your Continuous Service due to your
Disability;

    


    (d)           eighteen
(18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates for any reason
other than Cause;

    


    (e)           the
Expiration Date indicated in your Grant Notice; or

    


    (f) the
day before the tenth (10th) anniversary of the Date of Grant.

    


    If
your option is an Incentive Stock Option, note that, to obtain the federal
income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the Date of Grant of your option and
ending on the day three (3) months before the date of your option’s exercise,
you must be an employee of the Company or an Affiliate, except in the event of
your death or Disability. The Company has provided for extended exercisability
of your option under certain circumstances for your benefit but cannot guarantee
that your option will necessarily be treated as an Incentive Stock Option if you
continue to provide services to the Company or an Affiliate as a Consultant or
Director after your employment terminates or if you otherwise exercise your
option more than three (3) months after the date your employment
terminates.

    


    8.           Exercise.

    


    (a)           You
may exercise the vested portion of your option (and the unvested portion of your
option if your Grant Notice so permits) during its term by delivering a Notice
of Exercise (in a form designated by the Company) together with the exercise
price to the Secretary of the Company, or to such other person as the Company
may designate, during regular business hours, together with such additional
documents as the Company may then require.

    


    (b)           By
exercising your option you agree that, as a condition to any exercise of your
option, the Company may require you to enter into an arrangement providing for
the payment by you to the Company of any tax withholding obligation of the
Company arising by reason of (1) the exercise of your option, (2) the lapse of
any substantial risk of forfeiture to which the shares of Common Stock are
subject at the time of exercise, or (3) the disposition of shares of Common
Stock acquired upon such exercise.

    


    (c)           If
your option is an Incentive Stock Option, by exercising your option you agree
that you will notify the Company in writing within fifteen (15) days after the
date of any disposition of any of the shares of the Common Stock issued upon
exercise of your option that occurs within two (2) years after the date of your
option grant or within one (1) year after such shares of Common Stock are
transferred upon exercise of your option.

    


    9.           Transferability.

    


    (a)           Restrictions on
Transfer.  Your option shall not be transferable except by will
or by the laws of descent and distribution and shall be exercisable during your
lifetime only by you; provided, however, that the
Board may, in its sole discretion, permit transfer of your options in a manner
that is not prohibited by applicable tax and securities laws upon your
request.

     

    (b)           Domestic Relations
Orders.  Notwithstanding the foregoing, your option may be
transferred pursuant to a domestic relations order; provided, however, that if
your option is an Incentive Stock Option, your option shall be deemed to be a
Nonstatutory Stock Option as a result of such transfer.

     

    (c)           Beneficiary
Designation.  Notwithstanding the foregoing, you may, by
delivering written notice to the Company, in a form provided by or otherwise
satisfactory to the Company and any broker designated by the Company to effect
option exercises, designate a third party who, in the event of your death, shall
thereafter be entitled to exercise your option.  In the absence of
such a designation, the executor or administrator of your estate shall be
entitled to exercise your option.

     

    10.           Option
Not a Service Contract.
Your option is not an employment or service contract, and nothing in your
option shall be deemed to create in any way whatsoever any obligation on your
part to continue in the employ of the Company or an Affiliate, or of the Company
or an Affiliate to continue your employment. In addition, nothing in your option
shall obligate the Company or an Affiliate, their respective stockholders,
Boards of Directors, Officers or Employees to continue any relationship that you
might have as a Director or Consultant for the Company or an
Affiliate.

    


    11.           Withholding
Obligations.

    


    (a) At
the time you exercise your option, in whole or in part, or at any time
thereafter as requested by the Company, you hereby authorize withholding from
payroll and any other amounts payable to you, and otherwise agree to make
adequate provision for (including by means of a “cashless exercise” pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or
an Affiliate, if any, which arise in connection with the exercise of your
option.

     

    (b) Upon
your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable legal conditions or restrictions, the Company may
withhold from fully vested shares of Common Stock otherwise issuable to you upon
the exercise of your option a number of whole shares of Common Stock having a
Fair Market Value, determined by the Company as of the date of exercise, not in
excess of the minimum amount of tax required to be withheld by law (or such
lower amount as may be necessary to avoid classification of your option as a
liability for financial accounting purposes).  If the date of
determination of any tax withholding obligation is deferred to a date later than
the date of exercise of your option, share withholding pursuant to the preceding
sentence shall not be permitted unless you make a proper and timely election
under Section 83(b) of the Code, covering the aggregate number of shares of
Common Stock acquired upon such exercise with respect to which such
determination is otherwise deferred, to accelerate the determination of such tax
withholding obligation to the date of exercise of your
option.  Notwithstanding the filing of such election, shares of Common
Stock shall be withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option that are otherwise issuable
to you upon such exercise.  Any adverse consequences to you arising in
connection with such share withholding procedure shall be your sole
responsibility.

     

    (c) You
may not exercise your option unless the tax withholding obligations of the
Company and/or any Affiliate are satisfied.  Accordingly, you may not
be able to exercise your option when desired even though your option is vested,
and the Company shall have no obligation to issue a certificate for such shares
of Common Stock or release such shares of Common Stock from any escrow provided
for herein unless such obligations are satisfied.

     

    12.           Tax
Consequences. You hereby agree that the Company does not have a duty to
design or administer the Plan or its other compensation programs in a manner
that minimizes your tax liabilities. You shall not make any claim against the
Company, or any of its Officers, Directors, Employees or Affiliates related to
tax liabilities arising from your option or your other compensation. In
particular, you acknowledge that this option is exempt from Section 409A of the
Code only if the exercise price per share specified in the Grant Notice is at
least equal to the “fair market value” per share of the Common Stock on the Date
of Grant and there is no other impermissible deferral of compensation associated
with the option.

     

    13.           Notices. Any notices provided for in
your option or the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by the
Company to you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the last address you provided to the
Company.  Notwithstanding the foregoing, the Company may, in its sole
discretion, decide to deliver any documents related to participation in the Plan
and this option by electronic means or to request your consent to participate in
the Plan 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.           Governing
Plan Document.
Your option is subject to all the provisions of the Plan, the provisions
of which are hereby made a part of your option, 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. In the event of any conflict
between the provisions of your option and those of the Plan, the provisions of
the Plan shall control.

    


    15.           Other
Documents.  You hereby acknowledge receipt or the right to
receive a document providing the information required by Rule 428(b)(1)
promulgated under the Securities Act, which includes the Plan
prospectus.  In addition, you acknowledge receipt of the Company’s
policy permitting certain individuals to sell shares only during certain
“window” periods and the Company’s insider trading policy, in effect from time
to time.

    16.           Effect on
Other Employee Benefit Plans.  The value of the option subject
to this Stock Option Agreement shall not be included as compensation, earnings,
salaries, or other similar terms used when calculating your benefits under any
employee benefit plan sponsored by the Company or any Affiliate, except as such
plan otherwise expressly provides. The Company expressly reserves its rights to
amend, modify, or terminate any of the Company’s or any Affiliate’s employee
benefit plans.

    


    17.           Choice
of Law.  The
interpretation, performance and enforcement of this Stock Option Agreement will
be governed by the law of the state of Delaware without regard to such state’s
conflicts of laws rules.

    


    18.           Compliance
with Section 409A of the Code.  This option is
intended to comply with Treasury Regulation Section 1.409A-1(b)(5)(i)(A) and/or
(ii).  Each installment of shares that vests is intended to constitute
a “separate payment” for purposes of Treasury Regulation Section
1.409A-2(b)(2).

    



    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.68

        

      

    


    


    Attachment
II

    


    Chordiant
Software, Inc.

    
      	
               
      

            	
              2005
      Equity Incentive Plan