ex1070.htm


    Exhibit 10.70

    
       

      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

      


      Stock
Option Grant Notice And Agreement

       

      For
Non-U.S. Employees

       

      Chordiant
Software, Inc. (the “Company”),
pursuant to its 2005 Equity Incentive Plan (the “Plan”),
hereby grants to the 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 and in the Stock Option
Agreement (including any appendix to the Stock Option Agreement for the
Optionholder’s country (the “Appendix”)),
and the Plan (including any sub-plan for the Optionholder’s country (the “Sub-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 Grant:

              	
                NONSTATUTORY
      STOCK OPTION

              	 
      
	
                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
      any method set forth in the Stock Option Agreement

              	 
      
	 
      	
                and/or
      the Appendix

              	 
      
	 
      	 
      	 
      


      

      


      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, as described in Section 10(l)
of the Stock Option Agreement.

      


      
        	
                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 (including any Appendix), the
Plan (including any Sub-Plan) and the Plan Prospectus.  Optionholder
further acknowledges that as of the Date of Grant, this Stock Option Grant
Notice, the Stock Option Agreement (including any Appendix) and the Plan
(including any Sub-Plan) set forth the entire understanding between Optionholder
and the Company regarding the acquisition of stock in the Company and supersede
all prior oral and written agreements on that subject with the exception of (i)
options previously granted and delivered to Optionholder by the Company, and
(ii) the following agreements only:

       

       

      


       

      
        	 
      	
                Other
      Agreements:

              	 
      


      

      


      


       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
I

      


      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

       

      Stock
Option Agreement

       

       

      For
Non-U.S. Employees

       

      Pursuant
to your Stock Option Grant Notice (the “Grant
Notice”) and this Stock Option Agreement, including any appendix for your
country (the “Appendix”),
Chordiant Software, Inc. (the “Company”)
has granted you an option under its 2005 Equity Incentive Plan, including any
sub-plan for your country (the “Sub-Plan”) (collectively, 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, as described in Section 10(l) below.

       

      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 U.S. 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 U.S. 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 by 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, 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 (i) shares are used to pay the exercise price pursuant to the
“net exercise,” (ii) shares are delivered to you as a result of such
exercise, and (iii) shares are withheld to satisfy the Tax-Related Items
(as defined in Section 11 below).

       

      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 (as described in Section 10(l)
below) 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 (as described in
Section 10(l) below);

       

      (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.

          

      8. Exercise. You may exercise the
vested portion of your Option during its term by delivering a Notice of Exercise
(in a form designated by the Company) together with the exercise price and any
Tax-Related Items (as defined in Section 11 below) 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.

       

      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 Option 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 (or equivalent order under
local law).

      


      10. Nature
of Grant.  In
accepting the Option, you acknowledge that:

       

      (a) the
Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any
time;

       

      (b) the
grant of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of options, or benefits in
lieu of options, even if options have been granted repeatedly in the
past;

       

      (c) all
decisions with respect to future option grants, if any, will be at the sole
discretion of the Company;

       

      (d) your
participation in the Plan shall not create a right to further employment with
your employer (the “Employer”)
and shall not interfere with the ability of the Employer to terminate your
employment or service relationship at any time;

       

          (e) you
are voluntarily participating in the Plan;

       

      (f) the
Option and the shares of Common Stock subject to the Option are an extraordinary
item that does not constitute compensation of any kind for services of any kind
rendered to the Company or the Employer, and
which is outside the scope of your employment or service contract, if
any;

       

      (g) the
Option and the shares of Common Stock subject to the Option are not intended to
replace any pension rights or compensation;

       

      (h) the
Option and the shares of Common Stock subject to the Option are not part of
normal or expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, termination, redundancy,
dismissal, end of service payments, bonuses, long-service awards, pension or
retirement or welfare benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past services for the
Company, the Employer or any Affiliate;

       

      (i) the
Option grant and your participation in the Plan will not be interpreted to form
an employment or service contract or relationship with the Company or any
Affiliate;

       

      (j) the
future value of the underlying shares of Common Stock is unknown and cannot be
predicted with certainty;

       

      (k) in
consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from forfeiture of the Option resulting from
termination of your Continuous Service (for any reason whatsoever and whether or
not in breach of local labor laws) and you irrevocably release the Company and the Employer from
any such claim that may arise; if, notwithstanding the foregoing, any such claim
is found by a court of competent jurisdiction to have arisen, you shall be
deemed irrevocably to have waived your entitlement to pursue such
claim;

       

      (l) in
the event of termination of your Continuous Service (whether or not in breach of
local labor laws), your right to receive or vest in the Option under the Plan,
if any, will terminate effective as of the date that you are no longer actively
employed and will not be extended by any notice period mandated under local law
(e.g., active
employment would not include a period of “garden leave” or similar period
pursuant to local law); furthermore, in the event of termination of your
Continuous Service (whether or not in breach of local labor laws), your right to
exercise the Option after termination of your Continuous Service, if any, will
be measured by the date of termination of your active employment and will not be
extended by any notice period mandated under local law; the Board shall have the
exclusive discretion to determine when you are no longer actively employed for
purposes of your Option grant; and

       

      (m) the
Option and the benefits under the Plan, if any, will not automatically transfer
to another company in the case of a merger, take-over or transfer of
liability.

       

      11. Tax
Obligations.

       

      (a) Regardless
of any action the Company or the Employer takes
with respect to any or all income tax, social insurance, payroll tax, payment on
account or other tax-related items related to your participation in the Plan and
legally applicable to you (“Tax-Related
Items”), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and may exceed the amount actually
withheld by the Company or the Employer.  You further acknowledge that
the Company and/or the Employer (i) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect
of the Option, including, but not limited to, the grant, vesting or exercise of
the Option, the subsequent sale of shares of Common Stock acquired pursuant to
such exercise and the receipt of any dividends; and (ii) do not commit to
and are under no obligation to structure the terms of the grant or any aspect of
the Option to reduce or eliminate your liability for Tax-Related Items or
achieve any particular tax result.  You shall not make any claim
against the Company, its Officers, Directors, Employees or Affiliates related to
Tax-Related Items.  Further, if you have become subject to tax in more
than one jurisdiction between the Date of Grant and the date of any relevant
taxable event, you acknowledge that the Company and/or the Employer (or
your former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.

       

      (b) Prior
to any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items.  In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one or a
combination of the following:

       

      
        	
                (i)  

              	
                withholding
      from your wages or other cash compensation paid to you by the Company
      and/or the Employer;

              


      

       

      
        	
                (ii)  

              	
                withholding
      from proceeds of the sale of shares of Common Stock acquired upon exercise
      of the Option either through a voluntary sale or through a mandatory sale
      arranged by the Company (on your behalf
      pursuant to this authorization); or

              


      

       

      
        	
                (iii)  

              	
                withholding
      in shares of Common Stock to be issued upon exercise of the
      Option.

              


      

       

      To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates.  If the obligation for
Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax
purposes, you are deemed to have been issued the full number of shares of Common
Stock subject to the exercised portion of the Option, notwithstanding that a
number of the shares of Common Stock are held back solely for the purpose of
paying the Tax-Related Items due as a result of any aspect of your participation
in the Plan.

       

      Finally,
you shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as a
result of your participation in the Plan that cannot be satisfied by the means
previously described.

      


      (c) You
may not exercise your Option if you fail to comply with your obligations in
connection with the Tax-Related Items.  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 unless you comply with your obligations in connection with the
Tax-Related Items.

       

      12. No
Advice Regarding Grant.  The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations
regarding your participation in the Plan, or your acquisition or sale of the
underlying shares of Common Stock.  You are hereby advised to consult
with your own personal tax, legal and financial advisors regarding participation
in the Plan before taking any action related to the Plan.

       

      13. Data
Privacy.  You hereby explicitly and unambiguously consent to the
collection, use and transfer, in electronic or other form, of your personal data
as described in the Grant Notice, this Stock Option Agreement and any other
Option grant materials by and among, as applicable, the Employer, the Company
and any Affiliate for the exclusive purpose of implementing, administering and
managing your participation in the Plan.

       

      You
understand that the Company and the Employer may hold certain personal
information about you, including, but not limited to, your name, home address
and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of Common
Stock or directorships held in the Company, details of all Options or any other
entitlement to shares of Common Stock awarded, canceled, exercised, vested,
unvested or outstanding in your favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Data”).

      


      You
understand that Data will be transferred to E*TRADE, or such other stock plan
service provider as may be selected by the Company in the future, which is
assisting the Company with the implementation, administration and management of
the Plan.  You understand that the recipients of Data may be located
in the United States or elsewhere, and that the recipients’ country (e.g., the
United States) may have different data privacy laws and protections than your
country.  You understand that you may request a list with the names
and addresses of any potential recipients of Data by contacting your local human
resources representative.  You authorize the Company, E*TRADE and any
other possible recipients which may assist the Company (presently or in the
future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer Data, in electronic or other form, for the
sole purpose of implementing, administering and managing your participation in
the Plan.  You understand that Data will be held only as long as is
necessary to implement, administer and manage your participation in the
Plan.  You understand that you may, at any time, view Data, request
additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing your local human resources
representative.  You understand, however, that refusing or withdrawing
your consent may affect your ability to participate in the Plan.  For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human resources
representative.

       

      14. Language.  If
you have received this Stock Option Agreement or any other document related to
the Plan translated into a language other than English and if the meaning of the
translated version is different than the English version, the English version
will control.

       

      15. Notices. Any notices provided for
in connection with 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.

       

      16. Electronic
Delivery and Participation.  The Company may, in its sole
discretion, decide to deliver any documents related to participation in the Plan
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 agree to participate in the Plan through an on-line or
electronic system established and maintained by the Company or third party
designated by the Company.

       

      17. 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.

       

      18. 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.

       

      19. 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.

       

      20. Choice of
Law and Venue.  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
conflict of laws rules.  For purposes of litigating any dispute that
arises directly or indirectly from the relationship of the parties evidenced by
this grant or this Stock Option Agreement, the parties hereby submit to and
consent to the exclusive jurisdiction of the State of California and agree that
such litigation shall be conducted only in the courts of Santa Clara County,
California, or the federal courts for the United States for the Northern
District of California, and no other courts, where this grant is made and/or to
be performed.

       

      21. Compliance
with Section 409A of the Code. This Option is intended to
comply with Treasury Regulation Section
1.409A-1(b)(5)(i)(A).  However, you understand that this Option
complies with such regulation only if (among other requirements) the exercise
price per share specified in the Grant Notice is at least equal to the Fair
Market Value per share of Common Stock on the Date of Grant and there is no
other impermissible deferral of compensation associated with the
Option.  Each installment of shares of Common Stock that vests is
intended to constitute a “separate payment” for purposes of Treasury Regulation
Section 1.409A-2(b)(2).

       

      22. Severability. The provisions of this
Stock Option Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.

       

      23. Appendix.
Notwithstanding any provisions in this Stock Option Agreement, the Option grant
shall be subject to any special terms and conditions set forth in any Appendix
to this Stock Option Agreement for your country.  Moreover, if you
relocate to one of the countries included in the Appendix, the special terms and
conditions for such country will apply to you, to the extent the Company
determines that the application of such terms and conditions is necessary or
advisable in order to comply with local law or facilitate the administration of
the Plan.  The Appendix constitutes part of this Stock Option
Agreement.

       

      24. Imposition
of Other Requirements.  The Company reserves the right to
impose other requirements on your participation in the Plan, on the Option and
on any shares of Common Stock acquired under the Plan, to the extent the Company
determines it is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan, and to require you to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing.

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Appendix

      


      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

      


      Stock
Option Agreement

      For
Non-U.S. Employees

      


      


      


      Terms
and Conditions

       

      This
Appendix includes special terms and conditions applicable to Optionholders in
the countries covered by the Appendix.  These terms and conditions are
in addition to or, if so indicated, in place of, the terms and conditions set
forth in the Stock Option Agreement.  Defined terms not explicitly
defined in this Appendix but defined in the Plan or the Stock Option Agreement
shall have the same definitions as in the Plan or the Stock Option Agreement, as
the case may be.

       

      


      Notifications

       

      This
Appendix also includes notifications relating to exchange control and other
issues of which the Optionholder should be aware with respect to his or her
participation in the Plan.  The information is based on the exchange
control, securities and other laws in effect in the countries to which this
Appendix refers as of October 2008.  Such laws are often complex and
change frequently.  As a result, the Company strongly recommends that
the Optionholder not rely on the notifications herein as the only source of
information relating to the consequences of participation in the Plan because
the information may be out of date at the time the Option is exercised or the
shares of Common Stock purchased upon exercise of the Option are
sold.

      


      In
addition, the notifications are general in nature and may not apply to the
particular situation of the Optionholder.  The Company is not in a
position to assure the Optionholder of any particular
result.  Accordingly, each Optionholder is advised to seek appropriate
professional advice as to how the relevant laws in his or her country may apply
to his or her situation.  Finally, if the Optionholder is a citizen or
resident of a country other than the one in which he or she is currently
working, the information contained herein may not be applicable to the
Optionholder.

      



      
        
          
            A-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
for Canada

       

      


       

      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

      


      Stock
Option Agreement

      For
Non-U.S. Employees

      


      


       

      Terms
and Conditions

       

      Method
of Payment.  Notwithstanding anything to the contrary in the
Plan, you are prohibited from delivering to the Company (either by actual
delivery or attestation) shares of Common Stock that you already own to pay
the exercise price of the Option.

      


      The
following provisions will also apply to Optionholders who are residents of
Quebec:

      


      Language
Consent. The
parties acknowledge that it is their express wish that the Stock Option
Agreement, including this Appendix, as well as all documents, notices, and legal
proceedings entered into, given or instituted pursuant hereto or relating
directly or indirectly hereto, be drawn up in English.

      


      Consentement
relatif à la langue utilisée.  Les parties reconnaissent avoir
souhaité expressément que la convention («Stock Option Agreement») ainsi que
cette Annexe, ainsi que tous les documents, les notices et la documentation
juridique fournis ou mis en œuvre ou institués directement ou indirectement,
relativement aux présentes, soient rédigés en anglais.

       

      Data
Privacy.  This provision
supplements Section 13 of the Stock Option Agreement:

      


      You
hereby authorize the Company and the Company’s representatives to discuss with
and obtain all relevant information from all personnel, professional or not,
involved in the administration and operation of the Plan.  You further
authorize the Company, any of its Affiliates and E*TRADE (or any other stock
plan service provider as may be selected by the Company to assist with the Plan)
to disclose and discuss the Plan with their respective advisors.  You
further authorize the Company and any of its Affiliates to record such
information and to keep such information in your employee file.


      
        
          
            A-2

          

           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
for Germany

       

      


       

      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

      


      Stock
Option Agreement

      For
Non-U.S. Employees

      


      


      


      Notifications

      


      Exchange
Control Notification.  Cross-border payments in excess of
€12,500 must be reported monthly to the German Federal Bank.  If you
use a German bank to transfer a cross-border payment in excess of €12,500 in
connection with the purchase or sale of shares of Common Stock acquired under
the Plan, the bank will make the report for you.  You must also report
to the German Federal Bank any receivables or payables or debts in foreign
currency exceeding an amount of €5,000,000 in any month.


      
        
          
            A-3

          

           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
for the Netherlands

       

      


       

      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

      


      Stock
Option Agreement

      For
Non-U.S. Employees

      


      


      


      Notifications

       

      Securities
Law Notification. You should be aware of
Dutch insider trading rules which may impact the sale of shares of Common Stock
acquired under the Plan.  In particular, you may be prohibited from
effecting certain transactions if you have insider information regarding the
Company.

       

      In
accepting the Option and participating in the Plan, you acknowledge having read
and understood this Securities Law Notification and further acknowledge that it
is your responsibility to comply with the following Dutch insider trading
rules:

       

      Under
Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone
who has “inside information” related to the Company is prohibited from
effectuating a transaction in securities in or from the
Netherlands.  “Inside information” is knowledge of a detail concerning
the issuer to which the securities relate that is not public and which, if
published, would reasonably be expected to affect the stock price, regardless of
the development of the price.

       

      Given
the broad scope of the definition of inside information, certain employees of
the Company working at an Affiliate in the Netherlands (including you) may
have inside information and, thus, would be prohibited from effectuating a
transaction in securities in the Netherlands at a time when they have such
inside information.

       


      
        
          
            A-4

          

           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
for Poland

       

      


       

      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

      


      Stock
Option Agreement

      For
Non-U.S. Employees

      


      


      


      Notifications

       

      Exchange
Control Notification. If you transfer funds in excess of €15,000
into or out of Poland in connection with the purchase or sale of shares of
Common Stock acquired under the Plan, the funds must be transferred via a bank
account.  You are required to retain the documents connected with a
foreign exchange transaction for a period of five (5) years, as measured from
the end of the year in which such transaction occurred.  If you hold
shares of Common Stock acquired under the Plan and/or keep a bank account
abroad, you will have reporting duties to the National Bank of Poland. Please consult with your personal
legal advisor to determine what you must do to fulfill any applicable reporting
duties.

      


       


      
        
          
            A-5

          

           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
for Russia

       

      


       

      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

      


      Stock
Option Agreement

      For
Non-U.S. Employees

      


      


      


      Notifications

       

      Exchange
Control Notification. If you remit funds out of Russia to pay the
exercise price, the funds must be remitted from a foreign currency account
opened in your name at an authorized bank in Russia.  This requirement
does not apply if you pay the exercise price pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board that 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, because in this case there is no remittance of funds out of
Russia.

      


      Regardless
of what method of payment you use to pay the exercise price, you must repatriate
to Russia the proceeds from the sale of shares of Common Stock and any cash
dividends received in relation to the shares within a reasonably short time of
receipt.  The sale proceeds and any cash dividends received must be
initially credited to you through a foreign currency account opened in your name
at an authorized bank in Russia.  After the funds are initially
received in Russia, they may be further remitted to foreign banks subject to the
following limitations: (i) the foreign account may be opened only for
individuals; (ii) the foreign account may not be used for business activities;
and (iii) you must give notice to the Russian tax authorities about the opening
or closing of each foreign account within one month of the account opening or
closing, as applicable.

      


      Securities
Law Notification. The Stock Option Agreement, the Plan and all other
materials you may receive regarding your Option and participation in the Plan do
not constitute advertising or an offering of securities in
Russia.  The issuance of shares of Common Stock under the Plan has not
and will not be registered in Russia and, therefore, the shares of Common Stock
described in any Plan documents may not be offered or placed in public
circulation in Russia.

      


      In
no event will shares of Common Stock be delivered to you in Russia; all shares
of Common Stock acquired under the Plan will be maintained on your behalf in the
United States.

      


      You
are not permitted to sell shares of Common Stock directly to a Russian legal
entity or resident.

      


       


      
        
          
            A-6

          

           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
for Spain

       

      


       

      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

      


      Stock
Option Agreement

      For
Non-U.S. Employees

      


      


      


      Terms
and Conditions

       

      Nature
of Grant. This
provision supplements Section 10 of the Stock Option Agreement:

      


      In
accepting the Option, you consent to participate in the Plan and
acknowledge having received and read a copy of the Plan.

      


      Further,
you understand that the Company has unilaterally, gratuitously and
discretionally decided to grant options under the Plan to individuals who may be
employees of the Company or one of its Affiliates throughout the
world.  The decision is a limited decision that is entered into upon
the express assumption and condition that any grant will not bind the Company or
any of its Affiliates.  Consequently, you understand that the Option
is granted on the assumption and condition that such Option and any shares of
Common Stock acquired upon exercise of the Option shall not become a part of any
employment contract (either with the Company or any of its Affiliates) and shall
not be considered a mandatory benefit, salary for any purposes (including
severance compensation) or any other right whatsoever.  In addition,
you understand that the Option would not granted but for the assumptions and
conditions referred to above; thus, you acknowledge and freely accept that
should any or all of the assumptions be mistaken or should any of the conditions
not be met for any reason, then any grant of the Option shall be null and
void.

      


       

      Notifications

       

      Exchange
Control Notification. You must declare the
acquisition of shares of stock in a foreign company (including shares of Common
Stock purchased upon exercise of the Option) to the Direccion General de Política
Comercial y de Inversiones Extranjeras (the “DGPCIE”) of the Ministerio de Economia for
statistical purposes.  You must also declare ownership of any shares
of stock in a foreign company (including shares of Common Stock purchased upon
exercise of the Option) with the Directorate of Foreign Transactions each
January while the shares of stock are owned.  In addition, if you wish
to import the ownership title of shares of stock in a foreign company (including
shares of Common Stock purchased upon exercise of the Option) (i.e., stock certificates)
into Spain, you must declare the importation of such securities to the
DGPCIE.

       

      
        
          
            A-7

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      When
receiving foreign currency payments derived from the ownership of shares of
stock (including shares of Common Stock purchased upon exercise of the Option)
(e.g., cash dividends or sale
proceeds), you must inform the financial institution receiving the payment of
the basis upon which such payment is made.  You will need to provide
the institution with the following information: (i) your name, address, and
fiscal identification number; (ii) the name and corporate domicile of the
Company; (iii) the amount of the payment; (iv) the currency used; (v) the
country of origin; (vi) the reasons for the payment; and (vii) any further
information that may be required.


      
        
          
            A-8

          

           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
for the United Kingdom

       

      


       

      Chordiant
Software, Inc.

      2005
Equity Incentive Plan

      


      Stock
Option Agreement

      For
Non-U.S. Employees

      


      


      


      Terms
and Conditions

      


      Tax
Obligations.  This section supplements Section 11 of the
Stock Option Agreement:

      


      If
payment or withholding of the Tax-Related Items is not made within ninety (90)
days of the event giving rise to the Tax-Related Items or such other period
specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
Act 2003 (the “Due
Date”), the amount of any uncollected Tax-Related Items shall constitute
a loan owed by you to the Employer, effective as of the Due Date.  You
agree that the loan will bear interest at the then-current official rate of Her
Majesty’s Revenue & Customs (“HMRC”),
it shall be immediately due and repayable, and the Company or the Employer may
recover it at any time thereafter by any of the means referred to in Section 11
of the Stock Option Agreement.  Notwithstanding the foregoing, if you
are a director or executive officer of the Company (within the meaning of
Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), you
shall not be eligible for a loan from the Company to cover the Tax-Related
Items.  In the event that you are a director or executive officer and
Tax-Related Items are not collected from or paid by you by the Due Date, the
amount of any uncollected Tax-Related Items will constitute a benefit to you on
which additional income tax and national insurance contributions (“NICs”)
will be payable.  You will be responsible for reporting any income tax
and NICs due on this additional benefit directly to HMRC under the
self-assessment regime.

      



      
        
          
            A-9