ex1069.htm


     

    Exhibit 10.69


    Chordiant
Software, Inc.

     

    Restricted Stock Unit Grant
Notice

     

    2005
Equity Incentive Plan

     

    Chordiant
Software, Inc. (the “Company”),
pursuant to its 2005 Equity Incentive Plan (the “Plan”),
hereby awards to Participant a Restricted Stock Unit Award for the number of shares of
the Company’s Common Stock set forth below (the “Award”).  The
Award is subject to all of the terms and conditions as set forth herein and in
the Plan and the Restricted Stock Unit Agreement, both of which are attached
hereto and incorporated herein in their entirety.  Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Plan or
the Restricted Stock Unit Agreement.  In the event of any conflict
between the terms in the Award and the Plan, the terms of the Plan shall
control.

     

    
      	
              Participant:

            	 
      	 
      	 
      
	
              Date
      of Grant:

            	 
      	 
      	 
      
	
              Vesting
      Commencement Date:

            	 
      	 
      	 
      
	
              Number
      of Shares Subject to Award:

            	 
      	 
      	 
      
	
              Consideration:

            	
              Participant’s
      past services

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Vesting
      Schedule:

            	 
      	 
      	 
      	 
      


    

    Notwithstanding
the foregoing, vesting shall terminate on upon the Participant’s termination of
Continuous Service.  [In addition, subject to the Participant’s
Continuous Service through the time that is immediately prior to a Change in
Control, 100% of the shares subject to this Award will become fully vested as of
immediately prior to the Change in Control.]

    


    
      	
              Issuance
      Schedule:

            	
              The
      shares will be issued in accordance with the issuance schedule set forth
      in Section 6 of the Restricted Stock Unit
  Agreement.

            


    

     

    Additional
Terms/Acknowledgements:  The undersigned Participant
acknowledges receipt of, and understands and agrees to, this Restricted Stock
Unit Grant Notice, the Restricted Stock Unit Agreement, the Plan and the Plan
prospectus.  Participant further acknowledges that as of the Date of
Grant, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit
Agreement and the Plan set forth the entire understanding between Participant
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)
awards previously granted and delivered to Participant by the Company, and
(ii) the following agreements only:

     

    
      	 
      	
              Other
      Agreements:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Chordiant
      Software, Inc.

            	 
      	
              Participant:

            
	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	 
      
	 
      	
              Signature

            	 
      	
              Signature

            
	 
      	 
      	 
      	 
      
	
              Title:

            	 
      	 
      	
              Date:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Date:

            	 
      	 
      	 
      	 
      


    

     

    
 

     

     

     

    
      	
              Attachments:

            	
              Restricted
      Stock Unit Agreement, 2005 Equity Incentive Plan,
    Prospectus

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
I

    


    Chordiant
Software, Inc.

    2005
Equity Incentive Plan

     

    Restricted
Stock Unit Agreement

     

    Pursuant
to the Restricted Stock Unit Grant Notice (“Grant
Notice”) and this Restricted Stock Unit Agreement and in consideration of
your services, Chordiant Software, Inc. (the “Company”)
has awarded you a Restricted Stock Unit Award (the “Award”)
under its 2005 Equity Incentive Plan (the “Plan”).
Your Award is granted to you effective as of the Date of Grant set forth in the
Grant Notice for this Award.  This Restricted Stock Unit Award
Agreement shall be deemed to be agreed to by the Company and you upon the
signing by you of the Restricted Stock Unit Grant Notice to which it is
attached.  Defined terms not explicitly defined in this Restricted
Stock Unit Agreement shall have the same meanings given to them in the
Plan.  In the event of any conflict between the terms in this
Restricted Stock Unit Agreement and the Plan, the terms of the Plan shall
control.  The details of your Award, in addition to those set forth in
the Grant Notice and the Plan, are as follows.

     

    1. Grant of
the Award.    This Award represents the right to be
issued on a future date the number of shares of the Company’s Common Stock as
indicated in the Grant Notice.  As of the Date of Grant, the Company
will credit to a bookkeeping account maintained by the Company for your benefit
(the “Account”)
the number of shares of Common Stock subject to the Award.  This Award
was granted in consideration of your services to the Company.  Except
as otherwise provided herein, you will not be required to make any payment to
the Company (other than past and future services to the Company) with respect to
your receipt of the Award, the vesting of the shares or the delivery of the
underlying Common Stock.

     

    2. Vesting.  Subject to the
limitations contained herein, your Award will vest, if at all, in accordance
with the vesting schedule provided in the Grant Notice, provided that vesting
will cease upon the termination of your Continuous
Service.   Upon such termination of your Continuous Service, the
shares credited to the Account that were not vested on the date of such
termination will be forfeited at no cost to the Company and you will have no
further right, title or interest in or to such underlying shares of Common
Stock.

     

    3. Number of
Shares.

     

    (a) The
number of shares subject to your Award may be adjusted from time to time for
Capitalization Adjustments, as provided in the Plan.

     

    (b) Any
shares, cash or other property that becomes subject to the Award pursuant to
this Section 3, if any, shall be subject, in a manner determined by the Board,
to the same forfeiture restrictions, restrictions on transferability, and time
and manner of delivery as applicable to the other shares covered by your
Award.

     

    (c) Notwithstanding
the provisions of this Section 3, no fractional shares or rights for fractional
shares of Common Stock shall be created pursuant to this Section
3.  The Board shall, in its discretion, determine an equivalent
benefit for any fractional shares or fractional shares that might be created by
the adjustments referred to in this Section 3.

     

    4. Securities
Law Compliance.  You may not be
issued any shares under your Award unless either (a) the shares are registered
under the Securities Act; or (b) the Company has determined that such issuance
would be exempt from the registration requirements of the Securities Act. Your
Award also must comply with other applicable laws and regulations governing the
Award, and you will not receive such shares if the Company determines that such
receipt would not be in material compliance with such laws and
regulations.

     

    5. Limitations
on Transfer.  Your Award is not
transferable, except by will or by the laws of descent and
distribution.  In addition to any other limitation on transfer created
by applicable securities laws, you agree not to assign, hypothecate, donate,
encumber or otherwise dispose of any interest in any of the shares of Common
Stock subject to the Award until the shares are issued to you in accordance with
Section 6 of this Agreement.  After the shares have been issued to
you, you are free to assign, hypothecate, donate, encumber or otherwise dispose
of any interest in such shares provided that any such actions are in compliance
with the provisions herein and applicable securities
laws.  Notwithstanding the foregoing, by delivering written notice to
the Company, in a form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be entitled to receive
any distribution of Common Stock to which you were entitled at the time of your
death pursuant to this Agreement.  In addition, notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory
to the Company, you may instruct the Company to distribute shares of Common
Stock to a spouse or former spouse pursuant to a domestic relations
order.

     

    6. Date
of Issuance.

     

    (a) The
Company will deliver to you a number of shares of the Company’s Common Stock
equal to the number of vested shares subject to your Award, including any
additional shares received pursuant to Section 3 above that relate to those
vested shares on the applicable vesting date(s).  However, if a
scheduled delivery date falls on a date that is not a business day, such
delivery date shall instead fall on the next following business
day.

     

    (b) Notwithstanding
the foregoing, in the event that (i) you are subject to the Company’s policy (as
in effect from time to time) permitting officers and directors to sell shares
only during certain “window” periods or you are otherwise prohibited from
selling shares of the Company’s Common Stock in the public market under
applicable law and any shares covered by your Award are scheduled to be
delivered on a day (the “Original
Distribution Date”) that does not occur during an open “window period”
applicable to you, as determined by the Company in accordance with such policy,
or does not occur on a date when you are otherwise permitted under applicable
law to sell shares of the Company’s Common Stock on the open market, and (ii)
the Company elects not to satisfy its tax withholding obligations by withholding
shares of Common Stock from your distribution under this Award and you do not
otherwise make arrangements for the payment in cash of your tax obligations,
then such shares shall not be delivered on such Original Distribution Date and
shall instead be delivered on the first business day of the next occurring open
“window period” applicable to you pursuant to such policy (regardless of whether
you are still providing continuous services at such time) or the next business
day when you are not prohibited from selling shares of the Company’s Common
Stock in the open market, but in no event later than the fifteenth (15th) day of
the third calendar month of the calendar year following the calendar year in
which the Original Distribution Date occurs.  The form of such
delivery (e.g., a stock
certificate or electronic entry evidencing such shares) shall be determined by
the Company.  In all cases, the delivery of shares under this Award is
intended to comply with Treasury Regulation 1.409A-1(b)(4) and shall be
construed and administered in such a manner.

     

    7. Dividends.  You shall receive no
benefit or adjustment to your Award with respect to any cash dividend, stock
dividend or other distribution that does not result from a Capitalization
Adjustment; provided,
however, that this sentence shall not apply with respect to any shares of
Common Stock that are delivered to you in connection with your Award after such
shares have been delivered to you.

     

    8. Restrictive
Legends.  The shares issued under your Award shall be endorsed
with appropriate legends determined by the Company.

     

    9. Award not a
Service Contract.

     

    (a) Your
Continuous Service with the Company or an Affiliate is not for any specified
term and may be terminated by you or by the Company or an Affiliate at any time,
for any reason, with or without cause and with or without notice.  Nothing
in this Restricted Stock Unit Agreement (including, but not limited to, the
vesting of your Award pursuant to the schedule set forth in Section 2 herein or
the issuance of the shares subject to your Award), the Plan or any covenant of
good faith and fair dealing that may be found implicit in this Restricted Stock
Unit Agreement or the Plan shall:  (i) confer upon you any right to
continue in the employ of, or affiliation with, the Company or an Affiliate;
(ii) constitute any promise or commitment by the Company or an Affiliate
regarding the fact or nature of future positions, future work assignments,
future compensation or any other term or condition of employment or affiliation;
(iii) confer any right or benefit under this Restricted Stock Unit Agreement or
the Plan unless such right or benefit has specifically accrued under the terms
of this Agreement or Plan; or (iv) deprive the Company of the right to terminate
you at will and without regard to any future vesting opportunity that you may
have.

     

    (b) By
accepting this Award, you acknowledge and agree that the right to continue
vesting in the Award pursuant to the schedule set forth in Section 2 is earned
only by continuing as an employee, director or consultant at the will of the
Company (not through the act of being hired, being granted this Award or any
other award or benefit) and that the Company has the right to reorganize, sell,
spin-out or otherwise restructure one or more of its businesses or Affiliates at
any time or from time to time, as it deems appropriate (a “reorganization”). 
You further acknowledge and agree that such a reorganization could result in the
termination of your Continuous Service, or the termination of Affiliate status
of your employer and the loss of benefits available to you under this Restricted
Stock Unit Agreement, including but not limited to, the termination of the right
to continue vesting in the Award.  You further acknowledge and agree
that this Restricted Stock Unit Agreement, the Plan, the transactions
contemplated hereunder and the vesting schedule set forth herein or any covenant
of good faith and fair dealing that may be found implicit in any of them do not
constitute an express or implied promise of continued engagement as an employee
or consultant for the term of this Agreement, for any period, or at all, and
shall not interfere in any way with your right or the Company’s right to
terminate your Continuous Service at any time, with or without cause and with or
without notice.

     

    10. Withholding
Obligations.

     

    (a) On
or before the time you receive a distribution of the shares subject to your
Award, or at any time thereafter as requested by the Company, you hereby
authorize any required withholding from the Common Stock issuable to you and/or
otherwise agree to make adequate provision in cash for any sums required to
satisfy the federal, state, local and foreign tax withholding obligations of the
Company or any Affiliate which arise in connection with your Award (the “Withholding
Taxes”).  Additionally, the Company may, in its sole
discretion, satisfy all or any portion of the Withholding Taxes obligation
relating to your Award by any of the following means or by a combination of such
means: (i) withholding from any compensation otherwise payable to you by the
Company; (ii) causing you to tender a cash payment; (iii) permitting you to
enter into a “same day sale” commitment with a broker-dealer that is a member of
the Financial Industry Regulatory Authority (a “FINRA
Dealer”) whereby you irrevocably elect to sell a portion of the shares to
be delivered under the Award to satisfy the Withholding Taxes and whereby the
FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy
the Withholding Taxes directly to the Company and/or its Affiliates or (iv)
withholding shares of Common Stock from the shares of Common Stock issued or
otherwise issuable to you in connection with the Award with a Fair Market Value
(measured as of the date shares of Common Stock are issued to pursuant to
Section 6) equal to the amount of such Withholding Taxes; provided, however,
that the number of such shares of Common Stock so withheld shall not exceed the
amount necessary to satisfy the Company’s required tax withholding obligations
using the minimum statutory withholding rates for federal, state, local and
foreign tax purposes, including payroll taxes, that are applicable to
supplemental taxable income.

     

    (b) Unless
the tax withholding obligations of the Company and/or any Affiliate are
satisfied, the Company shall have no obligation to deliver to you any Common
Stock.

     

    (c) In
the event the Company’s obligation to withhold arises prior to the delivery to
you of Common Stock or it is determined after the delivery of Common Stock to
you that the amount of the Company’s withholding obligation was greater than the
amount withheld by the Company, you agree to indemnify and hold the Company
harmless from any failure by the Company to withhold the proper
amount.

     

    11. Unsecured
Obligation.  Your Award is unfunded, and as a holder of a
vested Award, you shall be considered an unsecured creditor of the Company with
respect to the Company’s obligation, if any, to issue shares pursuant to this
Agreement.  You shall not have voting or any other rights as a
stockholder of the Company with respect to the shares to be issued pursuant to
this Agreement until such shares are issued to you pursuant to Section 6 of this
Agreement.   Upon such issuance, you will obtain full voting and
other rights as a stockholder of the Company.  Nothing contained in
this Agreement, and no action taken pursuant to its provisions, shall create or
be construed to create a trust of any kind or a fiduciary relationship between
you and the Company or any other person.

     

    12. 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.

     

    13. Notices.  Any notices
provided for in your Award 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 Award by electronic means or to request your consent to participate in
the Plan by electronic means.  You hereby consents 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. Miscellaneous.

     

    (a) The
rights and obligations of the Company under your Award shall be transferable to
any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors
and assigns. Your rights and obligations under your Award may only be assigned
with the prior written consent of the Company.

     

    (b) You
agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or
intent of your Award.

     

    (c) You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
accepting your Award, and fully understand all provisions of your
Award.

     

    (d) This
Agreement shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.

     

    (e) All
obligations of the Company under the Plan and this Agreement shall be binding on
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the
Company.

     

    15. Governing
Plan Document.  Your Award is
subject to all the provisions of the Plan, the provisions of which are hereby
made a part of your Award, 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.  Except as expressly provided herein, in
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.

     

    16. Severability.  If
all or any part of this Agreement or the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any Section of this Agreement (or part of
such a Section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful and
valid.

     

    17. Effect on
Other Employee Benefit Plans.  The value of the Award subject
to this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating the Employee’s 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.

     

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

     

    19. Amendment.  This
Agreement may not be modified, amended or terminated except by an instrument in
writing, signed by you and by a duly authorized representative of the Company.
Notwithstanding the foregoing, this Agreement may be amended solely by the Board
by a writing which specifically states that it is amending this Agreement, so
long as a copy of such amendment is delivered to you, and provided that no such
amendment adversely affecting your rights hereunder may be made without your
written consent. Without limiting the foregoing, the Board reserves the right to
change, by written notice to you, the provisions of this Agreement in any way it
may deem necessary or advisable to carry out the purpose of the grant as a
result of any change in applicable laws or regulations or any future law,
regulation, ruling, or judicial decision, provided that any such change shall be
applicable only to rights relating to that portion of the Award which is then
subject to restrictions as provided herein.

     

    20. Compliance
with Section 409A of the Code.  This Award is
intended to comply with the “short-term deferral” rule set forth in Treasury
Regulation Section 1.409A-1(b)(4).  Notwithstanding the foregoing, if
it is determined that the Award fails to satisfy the requirements of the
short-term deferral rule and is otherwise deferred compensation subject to
Section 409A, and if you are a “Specified Employee” (within the meaning set
forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation
from service (within the meaning of Treasury Regulation Section 1.409A-1(h)),
then the issuance of any shares that would otherwise be made upon the date of
the separation from service or within the first six (6) months thereafter will
not be made on the originally scheduled date(s) and will instead be issued in a
lump sum on the date that is six (6) months and one day after the date of the
separation from service, with the balance of the shares issued thereafter in
accordance with the original vesting and issuance schedule set forth above, but
if and only if such delay in the issuance of the shares is necessary to avoid
the imposition of taxation on you in respect of the shares under Section 409A of
the Code.  Each installment of shares that vests is intended to
constitute a “separate payment” for purposes of Treasury Regulation Section
1.409A-2(b)(2).