EX-10.2





 Exhibit 10.2 

CORNERSTONE ONDEMAND, INC. 

CHANGE OF CONTROL SEVERANCE AGREEMENT 

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Phil Saunders
(“Executive”) and Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), effective as of the effective date of Executive’s May 1, 2020 employment agreement (the “Effective
Date”). This Agreement amends and restates in its entirety any change of control severance agreement made and entered into by and between Executive and the Company (the “Prior Agreement”). 

RECITALS 

1.    The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the
“Board”) believes that it is in the best interests of the Company and its stockholders (i)    to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the
possibility, threat, or occurrence of a Change of Control and (ii) to provide Executive with an incentive to continue Executive’s employment prior to a Change of Control and to motivate Executive to maximize the value of the Company upon a
Change of Control for the benefit of its stockholders. 
 2.    The Committee believes that it is imperative to provide
Executive with certain severance benefits upon Executive’s termination of employment under certain circumstances. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company
notwithstanding the possibility of a Change of Control. 
 3. Certain capitalized terms used in the Agreement are defined in Section 6
below. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 

1.    Term of Agreement. This Agreement will have an initial term of three (3) years commencing on the
Effective Date (the “Initial Term”). On the third anniversary of the Effective Date, this Agreement will renew automatically for additional one (1) year terms (each an “Additional Term”), unless
either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the date of automatic renewal. Notwithstanding the foregoing provisions of this paragraph, (a) if
a Change of Control occurs when there are fewer than twelve (12) months remaining during the Initial Term or an Additional Term, the term of this Agreement will extend automatically through the date that is twelve (12) months following the
effective date of the Change of Control, or (b) if an initial occurrence of an act or omission by the Company constituting the grounds for “Good Reason” in accordance with Section 6(g) hereof has occurred (the “Initial
Grounds”), and the expiration date of the Company cure period (as such term is used in Section 6(g)) with respect to such 












 
Initial Grounds could occur following the expiration of the Initial Term or an Additional Term, the term of this Agreement will extend automatically through the date that is thirty (30) days
following the expiration of such cure period, but such extension of the term shall only apply with respect to the Initial Grounds. If Executive becomes entitled to benefits under Section 3 during the term of this Agreement, the Agreement will
not terminate until all of the obligations of the parties hereto with respect to this Agreement have been satisfied. 

2.    At-Will Employment. The Company and Executive acknowledge that
Executive’s employment is and will continue to be at-will, as defined under applicable law. As an at-will employee, either the Company or the Executive may
terminate the employment relationship at any time, with or without Cause. 
 3.    Severance Benefits. 

(a)    Termination without Cause or Resignation for Good Reason Outside a Change of Control Period. If the Company
terminates Executive’s employment with the Company without Cause (excluding death or Disability) or Executive resigns from such employment for Good Reason; and, in each case, such termination occurs outside of the Change of Control Period, then
subject to Section 4, Executive will receive the following: 
 (i)    Accrued Compensation. The Company
will pay Executive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements. 

(ii)    Continuing Salary Severance Payment. Executive will receive continuing payments of severance pay (less
applicable withholding taxes) at a rate equal to Executive’s annual base salary as in effect immediately prior to Executive’s termination date, for eighteen (18) months from the date of such termination of employment, to be paid in
accordance with the Company’s normal payroll policies. 
 (iii)    Bonus Payment. Executive will receive a lump-sum payment (less applicable withholding taxes) equal to 150% of Executive’s full annual bonus for the year of termination (whether established on a quarterly, semi-annual, annual and/or other periodic
basis) at target level as in effect immediately prior to Executive’s termination date. 
 (iv)    Continuation
Coverage. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and
Executive’s eligible dependents, then the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to Executive’s termination) until the earlier of (A) a period of
eighteen (18) months from the date of termination or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans. The reimbursements will be made by the Company to Executive consistent
with the Company’s normal expense reimbursement policy. Notwithstanding the first sentence of this Section 3(a)(iv), if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially
violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public 

  
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Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium
that Executive would be required to pay to continue Executive’s group health coverage in effect on the termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made
regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or
(y) the date the Company has paid an amount equal to eighteen (18) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage
under COBRA, and will be subject to all applicable tax withholdings. 
 (v)    Accelerated Vesting of Equity
Awards. Executive will receive eighteen (18) months of accelerated vesting with respect to all then unvested Equity Awards and such Equity Awards shall become immediately vested and subject to exercise or, in the case of such shares as are
subject to repurchase by the Company for the purchase price paid, no longer subject to such repurchase. 

(b)    Termination without Cause or Resignation for Good Reason During a Change of Control Period. If the Company
terminates Executive’s employment with the Company without Cause (excluding death or Disability) or Executive resigns from such employment for Good Reason, and in each case ,such termination occurs during the Change of Control Period then
subject to Section 4, Executive will receive the following: 
 (i)    Accrued Compensation. The Company
will pay Executive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to Executive under any Company-provided plans, policies, and arrangements. 

(ii)    Severance Payment. Executive will receive a lump-sum payment (less
applicable withholding taxes) equal to 150% of Executive’s annual base salary as in effect immediately prior to Executive’s termination date or, if greater, at the level in effect immediately prior to the Change of Control. 

(iii)    Bonus Payment. Executive will receive a lump-sum payment (less
applicable withholding taxes) equal to 150% of Executive’s full annual bonus for the year of termination (whether established on a quarterly, semi-annual, annual and/or other periodic basis) at target level as in effect immediately prior to
Executive’s termination date. 
 (iv)    Continuation Coverage. If Executive elects continuation coverage
pursuant to COBRA within the time period prescribed pursuant to COBRA for Executive and Executive’s eligible dependents, then the Company will reimburse Executive for the COBRA premiums for such coverage (at the coverage levels in effect
immediately prior to Executive’s termination) until the earlier of (A) a period of eighteen (18) months from the date of termination or (B) the date upon which Executive and/or Executive’s eligible dependents become covered under
similar plans. The reimbursements will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy. Notwithstanding the first sentence of this 

  
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Section 3(b)(iv), if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating, or being subject to an excise tax under,
applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment, payable on the last day of a given month, in an amount equal to the
monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the termination of employment date (which amount will be based on the premium for the first month of COBRA coverage), which
payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive
obtains other employment or (y) the date the Company has paid an amount equal to eighteen (18) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA reimbursements may be used for any purpose, including, but not
limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. 

(v)    Equity Awards. 

(1)    Accelerated Vesting of Equity Awards. One hundred percent (100%) of Executive’s then-outstanding and
unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to
one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s). 

(2)    Extended Post-Termination Exercisability. Executive’s then- outstanding and unvested Equity Awards
that are stock options or stock appreciation rights will remain exercisable until the one (1) year anniversary of the date of Executive’s termination of employment; provided, however, that in no event may Executive exercise an Equity Award
after the expiration of such Equity Award’s original term. Executive agrees and acknowledges that as to any of Executive’s stock options that were granted prior to the Effective Date and that qualify as “incentive stock options”
under Section 422 of the Code, the extension of the post-termination exercise period pursuant to this Section 3(b)(v)(2) will be considered a “modification” of the incentive stock option and could result in immediately
disqualifying any such options as incentive stock options. Further, Executive agrees and acknowledges that in any event, an incentive stock will convert to a nonstatutory stock option three months and one day after Executive ceases to be an employee
of the Company or any parent or subsidiary corporation of the Company. 
 (c)    Voluntary Resignation; Termination
for Cause. If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other
benefits. 

  
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 (d)    Disability; Death. If the Company terminates
Executive’s employment as a result of Executive’s Disability, or Executive’s employment terminates due to Executive’s death, then, subject to Section 4: 

(i)    Accelerated Vesting of Equity Awards. Executive’s then outstanding and unvested Equity Awards will
vest as provided in Sections 3(a)(iv) or 3(b)(v), as applicable, as if Executive’s termination were treated as a termination without Cause. 

(ii)    Other Benefits. Executive will not be entitled to receive any other severance or other benefits. 

(e)    Exclusive Remedy. In the event of a termination of Executive’s employment as set forth in
Section 3(a) or Section 3(b) of this Agreement, the provisions of Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company otherwise may be entitled, whether at law,
tort or contract, in equity, or under this Agreement (other than the payment of accrued but unpaid wages, as required by law, and any unreimbursed reimbursable expenses). Executive will be entitled to no benefits, compensation or other payments or
rights upon a termination of employment other than those benefits expressly set forth in Section 3 of this Agreement. 

4.    Conditions to Receipt of Severance 

(a)    Release of Claims Agreement. The receipt of any severance payments or benefits (other than the accrued
benefits set forth in either Sections 3(a)(i) or 3(b)(i)) pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in substantially the form attached hereto as Exhibit A (the
“Release”), which must become effective and irrevocable no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”). Any severance payments or
benefits under this Agreement will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by Section 4(c)(iii),
except that the acceleration of vesting of Equity Awards not subject to Section 409A will become effective on the date the Release becomes effective and irrevocable. Except as required by Section 4(c)(iii), any lump sum or installment
payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following his or
her separation from service and the remaining payments will be made as provided in this Agreement. If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any right to severance payments or benefits
under this Agreement. In no event will severance payments or benefits be paid or provided until the Release actually becomes effective and irrevocable. 

(b)    Confidential Information and Invention Assignment Agreements. Executive’s receipt of any
payments or benefits under Section 3 (other than the accrued benefits set forth in either Sections 3(a)(i) or 3(b)(i)) will be subject to Executive continuing to comply with the terms of the Confidential Information and Invention Assignment
Agreement between the Company and Executive, as such agreement may be amended from time to time. 

(c)    Section 409A. 

(i)    Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to
Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Code, and the final regulations and any
guidance 

  
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promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be paid or otherwise provided
until Executive has a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to
Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A. 

(ii)    It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but
rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described in Section 4(c)(iv) below or resulting from an involuntary separation from service as described in
Section 4(c)(v) below. 
 (iii)    Notwithstanding anything to the contrary in this Agreement, if Executive is a
“specified employee” within the meaning of Section 409A at the time of Executive’s termination (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following
Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred
Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but before the
six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other
Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under
Section 1.409A-2(b)(2) of the Treasury Regulations. 
 (iv)    Any amount
paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments
for purposes of clause (i) above. 
 (v)    Any amount paid under this Agreement that qualifies as a payment made
as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not
constitute Deferred Payments for purposes of clause (i) above. 
 (vi)    The foregoing provisions are intended to
comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to
so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income
recognition before actual payment to Executive under Section 409A. 

  
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 5.    Limitation on Payments. In the event that the severance and
other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to
the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either: 

(a)    delivered in full, or 

(b)    delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax
under Section 4999 of the Code, 
 whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the
excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable
under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order:
(i) reduction of cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G), (iii) cancellation of accelerated vesting of Equity Awards;
(iv) reduction of employee benefits. In the event that acceleration of vesting of Equity Awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s Equity Awards. 

Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by
the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding
upon Executive and the Company. For purposes of making the calculations required by this Section 5, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company
will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5. 

6.    Definition of Terms. The following terms referred to in this Agreement will have the following meanings: 

(a)    Cause. “Cause” will mean (i) an act of material dishonesty made by Executive in
connection with Executive’s carrying out his or her job responsibilities to the Company intended to result in substantial personal enrichment of the Executive; (ii) Executive’s conviction of, or plea of nolo contendere to a
felony which the Board reasonably believes had or will have a material detrimental effect on the Company’s reputation or business; (iii) a willful act by the Executive which constitutes gross misconduct and which is injurious to the
Company or its affiliates; (iv) Executive’s willful and material breach of this Agreement, including without limitation, his or her intentional failure to perform his or her stated duties, and his or her continued failure to cure such
breach to the reasonable satisfaction of the Board within ten (10) days following written notice of such breach to Executive from the Company; and (v) Executive’s material violation of a Company policy that results in a material
detrimental effect on the Company’s reputation or business. 

  
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 The foregoing definition does not in any way limit the Company’s ability to terminate Executive’s
employment relationship at any time as provided in Section 2 above, and the term “Company” will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable. 

(b)    Change of Control. “Change of Control” means the occurrence of any of the following
events: 
 (i)    A change in the ownership of the Company which occurs on the date that any one person, or more than
one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of
the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be
considered a Change of Control; or 
 (ii)    A change in the effective control of the Company which occurs on the date
that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For
purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or 

(iii)    A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that
any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than fifty
percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change
in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to:
(1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly
or indirectly, by the Company, (3)    a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty
percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the
Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 
 For
purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. 

  
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 Notwithstanding the foregoing, a transaction will not be deemed a Change of Control unless
the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has
been promulgated or may be promulgated thereunder from time to time. 
 Further and for the avoidance of doubt, a transaction will not
constitute a Change of Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii)    its sole purpose is to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s securities immediately before such transaction. 

(c)    Change of Control Period. “Change of Control Period” will mean the period beginning
three (3) months prior to, and ending twelve (12) months following, a Change of Control. 

(d)    Code. “Code” will mean the Internal Revenue Code of 1986, as amended. 

(e)    Disability. “Disability” will mean that Executive has been unable to engage in any
substantial gainful activity by reason of any medically determinable physical impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. Alternatively, Executive will be
deemed disabled if determined to be totally disabled by the Social Security Administration. Termination resulting from Disability may only be effected after at least thirty (30) days’ written notice by the Company of its intention to
terminate Executive’s employment. In the event that Executive resumes the performance of substantially all of Executive’s duties hereunder before the termination of Executive’s employment becomes effective, the notice of intent to
terminate based on Disability will automatically be deemed to have been revoked. 
 (f)    Equity Awards.
“Equity Awards” will mean Executive’s outstanding stock options, stock appreciation rights, restricted stock units, performance shares, performance stock units and any other Company equity compensation awards. 

(g)    Good Reason. “Good Reason” will mean without Executive’s express written
consent (i) a significant reduction or adverse change in Executive’s duties, position, reporting relationship or responsibilities, or the removal of Executive from such duties, position or responsibilities; (ii) a reduction by the
Company in the base salary of Executive as in effect immediately prior to such reduction unless (a) such reduction is part of a salary reduction plan across the Company’s entire senior management team, (b) such reduction does not have
a disproportionate effect on Executive in comparison to other members of the senior management team of the Company and (c) such reduction is not in excess of ten percent (10%) of Executive’s base salary; (iii) a material reduction by
the Company in the kind or level of benefits to which Executive was entitled immediately prior to such reduction with the result that Executive’s overall benefits package is significantly reduced disproportionally to other members of senior
management; (iv) a material breach by the Company of a term of this Agreement or any other agreement between the Company and Executive, including the failure of the Company to obtain assumption of this Agreement by any successor; and
(v) the relocation of Executive to a facility or a location more than thirty-five (35) miles from Executive’s then present employment location. In addition, Executive must provide written notice to the Company of the existence of the
one or more of the above conditions within ninety (90) days of its initial existence and the Company must be provided with thirty (30) days to cure the condition. If the condition is not cured within such thirty (30) day period, the
Executive must terminate employment within thirty (30) days of the end of such cure period in order to qualify as a termination for Good Reason. 

  
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 For purposes of the “Good Reason” definition, the term “Company” will be interpreted to
include any subsidiary, parent, affiliate or successor thereto, if applicable. 
 (h)    Section 409A Limit.
“Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the
Executive’s taxable year preceding the Executive’s taxable year of Executive’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation
1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to
Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated. 

7.    Successors. 

(a)    The Company’s Successors. Any successor to the Company (whether direct or indirect and whether by
purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement
in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” will include any successor to the
Company’s business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law. 

(b)    Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder will inure to
the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 

8.    Notice. 

(a)    General. Notices and all other communications contemplated by this Agreement will be in writing and will be
deemed to have been duly given when sent electronically or personally delivered when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or when delivered by a private courier service such as UPS, DHL or Federal
Express that has tracking capability. In the case of Executive, notices will be sent to the e-mail address or addressed to Executive at the home address, in either case which Executive most recently
communicated to the Company in writing. In the case of the Company, electronic notices will be sent to the e-mail address of the Chief Executive Officer and the General Counsel and mailed notices will be
addressed to its corporate headquarters, and all notices will be directed to the attention of its Chief Executive Officer and General Counsel. 

(b)    Notice of Termination. Any termination by the Company for Cause or by Executive for Good Reason will be
communicated by a notice of termination to the other party hereto given in accordance with Section 8(a) of this Agreement. Such notice will indicate the specific 

  
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termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated,
and will specify the termination date (which will be not more than ninety (90) days after the giving of such notice). 

9.    Resignation. Upon the termination of Executive’s employment for any reason, Executive will be deemed to
have resigned from all officer and/or director positions held at the Company and its affiliates voluntarily, without any further required action by Executive, as of the end of Executive’s employment and Executive, at the Board’s request,
will execute any documents reasonably necessary to reflect Executive’s resignation. 
 10.    Arbitration.
Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, will be settled by arbitration pursuant to the arbitration provisions set forth in the Dispute Resolution Agreement,
which was entered into as of March 13, 2020, by and between the Company and Executive (the “Dispute Resolution Agreement”), which agreement is incorporated herein by
reference. 
 11.    Miscellaneous Provisions. 

(a)    No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by
this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source. 

(b)    Waiver. No provision of this Agreement will be modified, waived or discharged unless the modification,
waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement
by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. 

(c)    Headings. All captions and section headings used in this Agreement are for convenient reference only and do
not form a part of this Agreement. 
 (d)    Entire Agreement. This Agreement along with the Dispute Resolution
Agreement and Executive’s Employment Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether
expressed or implied) of the parties with respect to the subject matter hereof, including, but not limited to, any rights to severance and/or change of control benefits set forth in any severance plan or policy, or pursuant to other written
agreements with the Company. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this
Agreement. 
 (e)    Choice of Law. The validity, interpretation, construction and performance of this Agreement
will be governed by the laws of the State of New Jersey (with the exception of its conflict of laws provisions). Subject to the terms of the Dispute Resolution Agreement, any claims or 

  
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legal actions by one party against the other arising out of the relationship between the parties contemplated herein (whether or not arising under this Agreement) will be commenced or maintained
in any state or federal court located in the jurisdiction where Executive resides, and Executive and the Company hereby submit to the jurisdiction and venue of any such court. 

(f)    Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not
affect the validity or enforceability of any other provision hereof, which will remain in full force and effect. 

(g)    Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable
income, employment and other taxes. 
 (h)    Counterparts. This Agreement may be executed manually or
electronically in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 

[Signature Page to Follow] 

  
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 IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year set forth below. 
  

							
	COMPANY	 		 	CORNERSTONE ONDEMAND, INC.
				
		 		 	By:	 	 /s/ Elisa A. Steele

		 		 		 	Elisa A. Steele, Chair of the Board
			
		 		 	Date: May 1, 2020
				
	EXECUTIVE	 		 	By:	 	 /s/ Philip S. Saunders

			
		 		 	Date: May 1, 2020

 [signature page of the Change of Control Severance Agreement] 

  
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 EXHIBIT A 

FORM OF RELEASE OF CLAIMS 

This release of claims (this “Agreement”) is made by and between Cornerstone OnDemand, Inc. (the
“Company”), and                     (“Executive”). The Company and Executive are sometimes
collectively referred to herein as the “Parties” and individually referred to as a “Party.” 
 RECITALS

 WHEREAS, Executive signed a [Confidential Information and Invention Assignment Agreement] with the Company on
                    (the “Confidentiality Agreement”); 

WHEREAS, Executive signed a Change of Control Severance Agreement with the company
on                    (the “Change of Control Agreement”), which, among other things, provides for certain severance
benefits to be paid to Executive by the Company upon the termination of Executive’s employment including following a Change of Control (as defined in the Change of Control Agreement) of the Company; 

WHEREAS, Executive was employed by the Company until [Click And Type Date], when Executive’s employment was terminated
(“Termination Date”); 
 WHEREAS, in accordance with Section 4 of the Change of Control Agreement
between the Company and Executive, Executive has agreed to enter into and not revoke a separation agreement and release of claims in favor of the Company as a condition to receiving the severance benefits described in the Change of Control
Agreement; and 
 WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions,
petitions and demands that Executive may have against the Company and any of the Releasees (as defined below), including, but not limited to, any and all claims arising out of or in any way related to Executive’s employment relationship with
the Company and the termination of that relationship. 
 NOW THEREFORE, for good and valuable consideration, including the mutual
promises and covenants made herein, the Company and Executive hereby agree as follows: 
 COVENANTS 

1.    Termination. Executive’s employment with the Company terminated on the Termination Date. 

2.    Payment of Salary and Receipt of All Benefits. Executive acknowledges and represents that, other than the
consideration to be paid in accordance with the terms and conditions of the Change of Control Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation
costs, interest, severance, 

  
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outplacement costs, fees, reimbursable expenses, commissions, draws, stock, stock options or other equity awards (including restricted stock unit awards), vesting, and any and all other benefits
and compensation due to Executive and that no other reimbursements or compensation are owed to Executive. 

3.    Release of Claims. Executive agrees that the consideration to be paid in accordance with the terms and
conditions of the Change of Control Agreement represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors, attorneys, stockholders,
administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). Executive, on
Executive’s own behalf and on behalf of Executive’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute,
prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the
Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation the following: 

(a)    any and all claims relating to or arising from Executive’s employment relationship with the Company and the
termination of that relationship; 
 (b)    any and all claims relating to, or arising from, Executive’s right to
purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any
state or federal law; 
 (c)    any and all claims for wrongful discharge of employment; termination in violation of
public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional
distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery;
invasion of privacy; false imprisonment; conversion; and disability benefits; 
 (d)    any and all claims for violation
of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the
Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining
Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act;1 
  

	1 	 References to California statutes will only be included in this Agreement if Executive resides in California at
the time Executive’s employment relationship is terminated. Otherwise, statutes specific to the state in which Executive resides at the time of termination will be substituted. 



  
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 (e)    any and all claims for violation of the federal, or any state,
constitution; 
 (f)    any and all claims arising out of any other laws and regulations relating to employment or
employment discrimination; 
 (g)    any claim for any loss, cost, damage, or expense arising out of any dispute over
the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and 

(h)    any and all claims for attorneys’ fees and costs. 

Executive agrees that the release set forth in this Section 3 (the “Release”) will be and remain in effect in all respects as a
complete general release as to the matters released. The Release does not extend to any severance obligations due Executive under the Change of Control Agreement. The Release does not release claims that cannot be released as a matter of law,
including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized
to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Executive the right to recover any monetary damages against the Company; Executive’s release of
claims herein bars Executive from recovering such monetary relief from the Company). Executive represents that Executive has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other
matter waived or released by this Section 3. Nothing in this Agreement waives Executive’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or
federal law or policy of insurance. 
 4.    [Acknowledgment of Waiver of Claims under ADEA. Executive
acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Executive agrees
that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Executive acknowledges that the consideration given for this waiver and release Agreement is in addition to
anything of value to which Executive was already entitled. Executive further acknowledges that Executive has been advised by this writing that (a) Executive should consult with an attorney prior to executing this
Agreement; (b) Executive has at least 21 days within which to consider this Agreement; (c) Executive has 7 days following the execution of this Agreement by the parties to revoke the Agreement; (d) this Agreement will not be effective
until the revocation period has expired; and (e) nothing in this Agreement prevents 

  
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or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for
doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and delivers it to the Company in less than the 21-day period identified above, Executive hereby
acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Executive acknowledges and understands that revocation must be accomplished by a written notification to the Chief Legal
Officer of the Company that is received prior to the Effective Date.]2 

5.    [California Civil Code Section 1542. Executive acknowledges that Executive has been advised to consult
with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 
 Executive, being aware of California Civil
Code Section 1542, agrees to expressly waive any rights Executive may have thereunder, as well as under any other statute or common law principles of similar effect. 

OR 
 Unknown Claims. Executive acknowledges
that Executive has been advised to consult with legal counsel and that Executive is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in his or her favor at the time of
executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. Executive, being aware of this principle, agrees to expressly waive any rights Executive may have to that effect, as well as
under any other statute or common law principles of similar effect.]3 

6.    No Pending or Future Lawsuits. Executive represents that Executive has no lawsuits, claims, or actions
pending in Executive’s name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Executive also represents that Executive does not intend to bring any claims on Executive’s own behalf or on behalf
of any other person or entity against the 
  

	2 	 This provision will only be included in this Agreement if Executive is age 40 or older at the time
Executive’s employment relationship is terminated. 



	3 	 If Executive resides in California at the time Executive’s employment relationship is terminated, the
first provision – “California Civil Code Section 1542” – will be included in this Agreement, otherwise the second provision – “Unknown Claims” – will be used.




  
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Company or any of the other Releasees. Executive confirms that Executive has no knowledge of any wrongdoing involving improper or false claims against a federal or state governmental agency, or
any other wrongdoing that involves Executive or any other present or former Company employees, including violations of the federal and state securities laws or the Sarbanes-Oxley Act of 2002. 

7.    Sufficiency of Consideration. Executive hereby acknowledges and agrees that Executive has received good and
sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Release. 

8.    Confidential Information. Executive reaffirms and agrees to observe and abide by the terms of the
Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, which agreement will continue in force; provided, however,
that: (a) as to any provisions regarding competition contained in the Confidentiality Agreement that conflict with the provisions regarding competition contained in the Change of Control Agreement, the provisions of the Change of Control
Agreement will control; (b) as to any provisions regarding solicitation of employees contained in the Confidentiality Agreement that conflict with the provisions regarding solicitation of employees contained in this Agreement, the provisions of
this Agreement will control. 
 9.    Return of Company Property; Passwords and Password-protected Documents.
Executive confirms that Executive has returned to the Company in good working order all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, wireless handheld devices,
cellular phones and pagers), access or credit cards, Company identification, and any other Company-owned property in Executive’s possession or control. Executive further confirms that Executive has cancelled all accounts for Executive’s
benefit, if any, in the Company’s name, including, but not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts. Executive also confirms that Executive has delivered all passwords in use
by Executive at the time of Executive’s termination, a list of any documents that Executive created or of which Executive is otherwise aware that are password- protected, along with the password(s) necessary to access such password-protected
documents. 
 10.    No Cooperation. Executive agrees that Executive will not knowingly encourage, counsel, or
assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so
or as related directly to the ADEA waiver in this Agreement. Executive agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such
subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Executive will state no more
than that Executive cannot provide any such counsel or assistance. 
 11.    Nondisparagement. Executive agrees
that Executive will not in any way, directly or indirectly, do or say anything at any time which disparages the Company, its business interests or reputation, or that of any of the other Released Parties. 

  
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 12.    No Admission of Liability. Executive understands and
acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Executive. No action taken by the Company hereto, either previously or in connection with this Agreement, will be deemed
or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Executive or to any third party. 

13.    Solicitation of Employees. Executive agrees that for a period of 12 months immediately following the
Effective Date of this Agreement, Executive will not directly or indirectly (a) solicit, induce, recruit or encourage any of the Company’s employees to leave their employment at the Company or (b) attempt to solicit, induce, recruit or
encourage, either for Executive or for any other person or entity, any of the Company’s employees to leave their employment. 

14.    Costs. The Parties will each bear their own costs, attorneys’ fees and other fees incurred in
connection with the preparation of this Agreement. 
 15.    Arbitration. THE PARTIES AGREE THAT ANY AND ALL
DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, WILL BE SUBJECT TO ARBITRATION IN SANTA CLARA COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES
(“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR WILL ADMINISTER AND
CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR WILL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW WILL TAKE PRECEDENCE. THE DECISION OF THE
ARBITRATOR WILL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION WILL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE
ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION WILL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY WILL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR
WILL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE
FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE
AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT WILL GOVERN.4 

	 	 



 

	4 	 References to California will only be included in this Agreement if Executive resides in California at the time
Executive’s employment relationship is terminated. 



  
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 16.    Authority. The Company represents and warrants that the
undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Executive represents and warrants that Executive has the capacity to act on
Executive’s own behalf and on behalf of all who might claim through Executive to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or
equity or otherwise of or against any of the claims or causes of action released herein. 
 17.    No
Representations. Executive represents that Executive has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Executive has relied upon any
representations or statements made by the Company that are not specifically set forth in this Agreement. 

18.    Severability. In the event that any provision or any portion of any provision hereof or any surviving
agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision or portion of provision. 

19.    Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and
Executive concerning the subject matter of this Agreement and Executive’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and
understandings concerning the subject matter of this Agreement and Executive’s relationship with the Company, with the exception of the Change of Control Agreement, the Confidentiality Agreement, and Executive’s written equity compensation
agreements with the Company. 
 20.    No Oral Modification. This Agreement may only be amended in writing signed
by Executive and the Chairman of the Board of Directors of the Company. 
 21.    Governing Law. This Agreement
will be governed by the laws of the State of California, without regard for choice-of-law provisions. Executive consents to personal and exclusive jurisdiction and venue
in the State of California.5 
  

	5 	 References to California will only be included in this Agreement if Executive resides in California at the time
Executive’s employment relationship is terminated. 



  
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 22.    Effective Date. [Executive understands that this Agreement
will be null and void if not executed by Executive within 21 days. Each Party has seven days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th)day after Executive signed this Agreement, so
long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Effective Date”).]6 OR [This Agreement will be
effective after it has been signed or executed by both Parties (the “Effective Date”)].7 

23.    Counterparts. This Agreement may be executed in counterparts and by facsimile, and each counterpart and
facsimile will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned. 

24.    Voluntary Execution of Agreement. Executive understands and agrees that Executive executed this Agreement
voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive’s claims against the Company and any of the other Releasees. Executive expressly
acknowledges that: 
  

	 	(a)	 Executive has read this Agreement; 



 

	 	(b)	 Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal
counsel of Executive’s own choice or has elected not to retain legal counsel; 


  

	 	(c)	 Executive understands the terms and consequences of this Agreement and of the releases it contains; and



  

	 	(d)	 Executive is fully aware of the legal and binding effect of this Agreement. 



* * * * * 
 IN WITNESS
WHEREOF, the Parties have executed this Agreement on the respective dates set forth below. 
  

							
	COMPANY	 		 	CORNERSTONE ONDEMAND, INC.
				
		 		 	By:	 	
                     
               

		 		 	Name:	 	  

		 		 	Title:	 	  


  

	6 	 This provision will only be included in this Agreement if Executive is age 40 or older at the time
Executive’s employment relationship is terminated. 



	7 	 This provision will only be included in this Agreement if Executive is under the age of 40 at the time
Executive’s employment relationship is terminated. 



  
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		 		 		 	Dated:                     
				
	EXECUTIVE	 		 		 	[                    ], an individual
				
		 		 		 	  

		 		 		 	(Signature)
				
		 		 		 	Dated:                     


  
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