ex1084.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
10.84



    


    2009
General Counsel Incentive Bonus Plan

    


    


    November
24, 2008

    


    


    David
Zuckerman,

    


    The
letter is to document your variable compensation plan for Chordiant’s 2009
fiscal year which begins October 1st, 2008
and ends September 30th,
2009.  Your variable compensation element, which has a target equal to
50% of your annual base salary, will be calculated and paid (if applicable)
quarterly based on the following criteria.

    


    The
General Counsel Bonus Plan applies to the Vice President and General Counsel and
is comprised of two components—the quantitative portion and the qualitative
portion.

    


    The
quantitative portion under this plan will be calculated and paid (if applicable)
quarterly based on the criteria stipulated in the Chordiant Fiscal Year 2009
Executive Incentive Bonus Plan.

    


    The
qualitative portion of the bonus, as described below, may be paid regardless of
the performance of the Company against the quantitative
measures.  Evaluation of and payment for performance under the
qualitative portion of the bonus shall be the exclusive decision of the Board of
Directors. Payment of the qualitative portion of the bonus is limited to no
greater than 100% when overall performance under the quantitative measures is
less than 100% on a combined measure basis.  When the quantitative
measure is greater than 100% for the year, the qualitative portion of the bonus
may also exceed 100% proportionately.

    


    Quantitative
Measures – 75% of Bonus Opportunity

    


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

     

    


    Qualitative
Measures – 25% of Bonus Opportunity

     

    Corporate Governance
- By Board direction, the General Counsel reports to the Board in his role as
Chief Compliance Officer.  Each quarter the General Counsel shall
submit a report to the Audit or Compensation Committee on his activities in this
role for evaluation by the Committee(s).  At year end, based upon a
performance evaluation, the Compensation Committee shall recommend a scoring of
full, partial or no payout to the Board for its final
determination.  Should the quantitative metrics justify a bonus
payment above 100%, the payment under this opportunity shall be increased
proportionately.

     

    


    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 an executive’s bonus opportunity to an
individual(s) 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 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 plan goal
generally will be made not later than 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.

     

    No
bonus is earned until it is paid under this plan.  Therefore, in the
event the employment of an executive eligible under this plan  is
terminated (either by the Company or by the eligible executive, whether
voluntarily or involuntarily) before a bonus is paid, then the executive 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 employee wishing to not participate in the
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 executive’s right or the Company’s right to terminate the
executive’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 for any specified period of
time.

     

    This
Plan contains the entire agreement between the Company and its executives 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.

     

    *   *   *

     

    I
have read and understand the provisions of this 2009 Executive Bonus Plan and
hereby accept its terms.

     

    


     

    /s/ David
Zuckerman                                                                           _11/24/08

    David
Zuckerman                                                                                                        Date

    Vice
President, General Counsel

    


    


    /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
10.84



    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.

     

    *   *   *