Unassociated Document


    
      Exhibit
10.2

    

     

    CORNERSTONE
ONDEMAND, INC.

     

    1999
STOCK PLAN

     

    (as
amended May 29, 2001, September 9, 2006 and May 10, 2007)

     

     

    1. Purposes of the Plan.  The
purposes of this Stock Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentive to Employees, Directors and Consultants and to promote the success of
the Company's business.  Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant.  Stock Purchase Rights may also be
granted under the Plan.

     

    2. Definitions.  As
used herein, the following definitions shall apply:

     

    (a) "Administrator" means
the Board or any of its Committees as shall be administering the Plan in
accordance with Section 4 hereof.

     

    (b) "Applicable Laws"
means the requirements relating to the administration of stock option plans
under U.S. state corporate laws, U.S. federal and state securities laws, the
Code, any stock exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any other country or jurisdiction where
Options or Stock Purchase Rights are granted under the Plan.

     

    (c) "Board" means the
Board of Directors of the Company.

     

    (d) "Code" means the
Internal Revenue Code of 1986, as amended.

     

    (e) "Committee"  means
a committee of Directors appointed by the Board in accordance with
Section 4 hereof.

     

    (f) "Common Stock" means
the Common Stock of the Company.

     

    (g) "Company" means
Cornerstone OnDemand, Inc., a Delaware
corporation.

     

    (h) "Consultant" means any
person who is engaged by the Company or any Parent or Subsidiary to render
consulting or advisory services to such entity.

     

    (i) "Director" means a
member of the Board of Directors of the Company.

     

    (j) "Disability" means
total and permanent disability as defined in Section 22(e)(3) of the
Code.

     

    (k) "Employee" means any
person, including Officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company.  A Service Provider shall not cease to
be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor.  For purposes
of Incentive Stock Options, no such leave may exceed ninety days, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, on the 181st day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
Stock Option.  Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute "employment" by
the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (l) "Exchange Act" means
the Securities Exchange Act of 1934, as amended.

     

    (m) "Fair Market Value"
means, as of any date, the value of Common Stock determined as
follows:

     

    (i) If the
Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day
prior to the time of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

     

    (ii) If the
Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the
high bid and low asked prices for the Common Stock on the last market trading
day prior to the day of determination; or

     

    (iii) In the
absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Administrator.

     

    (n) "Incentive Stock
Option" means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code.

     

    (o) "Nonstatutory Stock
Option" means an Option not intended to qualify as an Incentive Stock
Option.

     

    (p) "Officer" means a
person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.

     

    (q) "Option" means a stock
option granted pursuant to the Plan.

     

    (r) "Option Agreement"
means a written or electronic agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option
grant.  The Option Agreement is subject to the terms and conditions of
the Plan.

     

    
      
        
        

      

      
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    (s) "Option Exchange
Program" means a program whereby outstanding Options are exchanged for
Options with a lower exercise price.

     

    (t) "Optioned Stock"
means the Common Stock subject to an Option or a Stock Purchase
Right.

     

    (u) "Optionee" means the
holder of an outstanding Option or Stock Purchase Right granted under the
Plan.

     

    (v) "Parent" means a
"parent corporation," whether now or hereafter existing, as defined in
Section 424(e) of the Code.

     

    (w) "Plan" means this 1999 Stock
Plan.

     

    (x) "Restricted Stock"
means shares of Common Stock acquired pursuant to a grant of a Stock Purchase
Right under Section 11 below.

     

    (y)  "Service
Provider"  means an Employee, Director or
Consultant.

     

    (z) "Share" means a share
of the Common Stock, as adjusted in accordance with Section 12
below.

     

    (aa) "Stock Purchase Right"
means a right to purchase Common Stock pursuant to Section 11
below.

     

    (bb) "Subsidiary" means a
"subsidiary corporation," whether now or hereafter existing, as defined in
Section 424(f) of the Code.

     

    3. Stock Subject to the Plan.  Subject
to the provisions of Section 12 of the Plan, the maximum aggregate number of
Shares which may be subject to option and sold under the Plan is 5,831,651
Shares.  The Shares may be authorized but unissued, or reacquired
Common Stock.

     

    If an
Option or Stock Purchase Right expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated).  However, Shares that have actually been issued under the
Plan, upon exercise of either an Option or Stock Purchase Right, shall not be
returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by the
Company at their original purchase price, such Shares shall become available for
future grant under the Plan.

     

    4. Administration of the Plan.

     

    (a) Administrator.  The
Plan shall be administered by the Board or a Committee appointed by the Board,
which Committee shall be constituted to comply with Applicable
Laws.

     

    
      
        
        

      

      
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    (b) Powers of the Administrator.  Subject
to the provisions of the Plan and, in the case of a Committee, the specific
duties delegated by the Board to such Committee, and subject to the approval of
any relevant authorities, the Administrator shall have the authority in its
discretion:

     

    (i) to
determine the Fair Market Value;

     

    (ii) to select
the Service Providers to whom Options and Stock Purchase Rights may from time to
time be granted hereunder;

     

    (iii) to
determine the number of Shares to be covered by each such award granted
hereunder;

     

    (iv) to
approve forms of agreement for use under the Plan;

     

    (v) to
determine the terms and conditions, of any Option or Stock Purchase Right
granted hereunder.  Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options or Stock Purchase
Rights may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or Stock Purchase Right or the Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

     

    (vi) to
determine whether and under what circumstances an Option may be settled in cash
under subsection 9(e) instead of Common Stock;

     

    (vii) to reduce
the exercise price of any Option to the then current Fair Market Value if the
Fair Market Value of the Common Stock covered by such Option has declined since
the date the Option was granted;

     

    (viii) to
initiate an Option Exchange Program;

     

    (ix) to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax
laws;

     

    (x) to allow
Optionees to satisfy withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise of an Option or Stock
Purchase Right that number of Shares having a Fair Market Value equal to the
amount required to be withheld.  The Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of tax to be
withheld is to be determined.  All elections by Optionees to have
Shares withheld for this purpose shall be made in such form and under such
conditions as the Administrator may deem necessary or advisable;
and

     

    (xi) to
construe and interpret the terms of the Plan and awards granted pursuant to the
Plan.

     

    
      
        
        

      

      
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    (c) Effect of Administrator's
Decision.  All decisions, determinations and interpretations of
the Administrator shall be final and binding on all Optionees.

     

    5. Eligibility.

     

    (a) Nonstatutory
Stock Options and Stock Purchase Rights may be granted to Service
Providers.  Incentive Stock Options may be granted only to
Employees.

     

    (b) Each
Option shall be designated in the Option Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option.  However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares
with respect to which Incentive Stock Options are exercisable for the first time
by the Optionee during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options.  For purposes of this Section 5(b),
Incentive Stock Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of the Shares shall be determined
as of the time the Option with respect to such Shares is granted.

     

    (c) Neither
the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee
any right with respect to continuing the Optionee's relationship as a Service
Provider with the Company, nor shall it interfere in any way with his or her
right or the Company's right to terminate such relationship at any time, with or
without cause.

     

    6. Term of Plan.  The
Plan shall become effective upon its adoption by the Board.  It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 14 of the Plan.

     

    7. Term of
Option.  The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten (10)
years from the date of grant thereof.  In the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five (5) years from the date of grant or such shorter term as
may be provided in the Option Agreement.

     

    8. Option Exercise Price and
Consideration.

     

    (a) The per
share exercise price for the Shares to be issued upon exercise of an Option
shall be such price as is determined by the Administrator, but shall be subject
to the following:

     

    (i) In the
case of an Incentive Stock Option

     

    (A) granted
to an Employee who, at the time of grant of such Option, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the exercise price shall be no less than
110% of the Fair Market Value per Share on the date of grant.

     

    
      
        
        

      

      
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    (B) granted
to any other Employee, the per Share exercise price shall be no less than 100%
of the Fair Market Value per Share on the date of grant.

     

    (ii) In the
case of a Nonstatutory Stock Option

     

    (A) granted
to a Service Provider who, at the time of grant of such Option, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of
grant.

     

    (B) granted
to any other Service Provider, the per Share exercise price shall be no less
than 85% of the Fair Market Value per Share on the date of grant.

     

    (iii) Notwithstanding
the foregoing, Options may be granted with a per Share exercise price other than
as required above pursuant to a merger or other corporate
transaction.

     

    (b) The
consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Administrator (and,
in the case of an Incentive Stock Option, shall be determined at the time of
grant).  Such consideration  may consist of (1) cash,
(2) check, (3) promissory note, (4) other Shares which
(x) in the case of Shares acquired upon exercise of an Option, have been
owned by the Optionee for more than six months on the date of surrender, and
(y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option shall be
exercised, (5) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan, or (6) any
combination of the foregoing methods of payment.  In making its
determination as to the type of consideration to accept, the Administrator shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

     

    9. Exercise of Option.

     

    (a) Procedure for Exercise;
Rights as a Shareholder.  Any Option granted hereunder shall be
exercisable according to the terms hereof at such times and under such
conditions as determined by the Administrator and set forth in the Option
Agreement.  Except in the case of Options granted to Officers,
Directors and Consultants, Options shall become exercisable at a rate of no less
than 20% per year over five (5) years from the date the Options are
granted.  Unless the Administrator provides otherwise, vesting of
Options granted hereunder to Officers and Directors shall be tolled during any
unpaid leave of absence.  An Option may not be exercised for a
fraction of a Share.

     

    An Option
shall be deemed exercised when the Company receives: (i) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person
entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised.  Full payment may consist of
any consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan.  Shares issued upon
exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her
spouse.  Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Shares, notwithstanding the exercise
of the Option.  The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised.  No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 12 of the
Plan.

     

    
      
        
        

      

      
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    Exercise
of an Option in any manner shall result in a decrease in the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is
exercised.

     

    (b) Termination of
Relationship as a Service Provider.  If an Optionee ceases to
be a Service Provider, such Optionee may exercise his or her Option within such
period of time as is specified in the Option Agreement (of at least thirty (30)
days) to the extent that the Option is vested on the date of termination (but in
no event later than the expiration of the term of the Option as set forth in the
Option Agreement).  In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for three (3) months following
the Optionee's termination.  If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

     

    (c) Disability of
Optionee.  If an Optionee ceases to be a Service Provider as a
result of the Optionee's Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement (of at least
six (6) months) to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement).  In the absence of a specified time in
the Option Agreement, the Option shall remain exercisable for twelve (12) months
following the Optionee's termination.  If, on the date of termination,
the Optionee is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall revert to the Plan.  If,
after termination, the Optionee does not exercise his or her Option within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

     

    (d) Death of Optionee.  If
an Optionee dies while a Service Provider, the Option may be exercised within
such period of time as is specified in the Option Agreement (of at least six (6)
months) to the extent that the Option is vested on the date of death (but in no
event later than the expiration of the term of such Option as set forth in the
Option Agreement) by the Optionee's estate or by a person who acquires the right
to exercise the Option by bequest or inheritance.  In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable for
twelve (12) months following the Optionee's termination.  If, at the
time of death, the Optionee is not vested as to the entire Option, the Shares
covered by the unvested portion of the Option shall immediately revert to the
Plan.  If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

     

    
      
        
        

      

      
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    (e) Buyout
Provisions.  The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     

    10. Non-Transferability of Options
and Stock Purchase Rights.  The Options and Stock Purchase
Rights may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.

     

    11. Stock Purchase
Rights.

     

    (a) Rights to
Purchase.  Stock Purchase Rights may be issued either alone, in
addition to, or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan.  After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically of the terms, conditions and restrictions
related to the offer, including the number of Shares that such person shall be
entitled to purchase, the price to be paid, and the time within which such
person must accept such offer.  The terms of the offer shall comply in
all respects with Section 260.140.42 of Title 10 of the California Code of
Regulations.  The offer shall be accepted by execution of a Restricted
Stock purchase agreement in the form determined by the
Administrator.

     

    (b) Repurchase
Option.  Unless the Administrator determines otherwise, the
Restricted Stock purchase agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
service with the Company for any reason (including death or
disability).  The purchase price for Shares repurchased pursuant to
the Restricted Stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company.  The repurchase option shall lapse at such rate as the
Administrator may determine.  Except with respect to Shares purchased
by Officers, Directors and Consultants, the repurchase option shall in no case
lapse at a rate of less than 20% per year over five (5) years from the date of
purchase.

     

    (c) Other
Provisions.  The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole
discretion.

     

    (d) Rights as a
Shareholder.  Once the Stock Purchase Right is exercised, the
purchaser shall have rights equivalent to those of a shareholder and shall be a
shareholder when his or her purchase is entered upon the records of the duly
authorized transfer agent of the Company.  No adjustment shall be made
for a dividend or other right for which the record date is prior to the date the
Stock Purchase Right is exercised, except as provided in Section 12 of the
Plan.

     

    12. Adjustments Upon Changes in Capitalization,
Merger or Asset Sale.

     

    (a) Changes in
Capitalization.  Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company.  The conversion of any convertible
securities of the Company shall not be deemed to have been "effected without
receipt of consideration."  Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Option or Stock Purchase Right.

     

    
      
        
        

      

      
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    (b) Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon
as practicable prior to the effective date of such proposed
transaction.  The Administrator in its discretion may provide for an
Optionee to have the right to exercise his or her Option or Stock Purchase Right
until fifteen (15) days prior to such transaction as to all of the Optioned
Stock covered thereby, including Shares as to which the Option or Stock Purchase
Right would not otherwise be exercisable.  In addition, the
Administrator may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated.  To the extent it
has not been previously exercised, an Option or Stock Purchase Right will
terminate immediately prior to the consummation of such proposed
action.

     

    (c) Merger or Asset
Sale.  In the event of a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option and Stock Purchase Right shall be assumed or an
equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation.  In the event that the
successor corporation refuses to assume or substitute for the Option or Stock
Purchase Right, the Optionee shall fully vest in and have the right to exercise
the Option or Stock Purchase Right as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or
exercisable.  If an Option or Stock Purchase Right becomes fully
vested and exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Administrator shall notify the Optionee in writing
or electronically that the Option or Stock Purchase Right shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and
the Option or Stock Purchase Right shall terminate upon the expiration of such
period.  For the purposes of this paragraph, the Option or Stock
Purchase Right shall be considered assumed if, following the merger or sale of
assets, the option or right confers the right to purchase or receive, for each
Share of Optioned Stock subject to the Option or Stock Purchase Right
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

     

    
      
        
        

      

      
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    13. Time of Granting Options
and Stock Purchase Rights.  The date of grant of an Option or
Stock Purchase Right shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option or Stock Purchase
Right, or such other date as is determined by the
Administrator.  Notice of the determination shall be given to each
Service Provider to whom an Option or Stock Purchase Right is so granted within
a reasonable time after the date of such grant.

     

    14. Amendment and Termination of the Plan.

     

    (a) Amendment and
Termination.  The Board may at any time amend, alter, suspend
or terminate the Plan.

     

    (b) Shareholder
Approval.  The Board shall obtain shareholder approval of any
Plan amendment to the extent necessary and desirable to comply with Applicable
Laws.

     

    (c) Effect of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.  Termination of the Plan shall not affect
the Administrator's ability to exercise the powers granted to it hereunder with
respect to Options granted under the Plan prior to the date of such
termination.

     

    15. Conditions Upon Issuance of Shares.

     

    (a) Legal
Compliance.  Shares shall not be issued pursuant to the
exercise of an Option  unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall
be further subject to the approval of counsel for the Company with respect to
such compliance.

     

    (b) Investment
Representations.  As a condition to the exercise of an Option,
the Administrator may require the person exercising such Option to represent and
warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.

     

    16. Inability to Obtain
Authority.  The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.

     

    
      
        
        

      

      
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    17. Reservation of Shares.  The
Company, during the term of this Plan, shall at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

     

    18. Shareholder
Approval.  The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such shareholder approval shall be obtained in the degree
and manner required under Applicable Laws.

     

    19. Information to Optionees and
Purchasers.  The Company shall provide to each Optionee and to
each individual who acquires Shares pursuant to the Plan, not less frequently
than annually during the period such Optionee or purchaser has one or more
Options or Stock Purchase Rights outstanding, and, in the case of an individual
who acquires Shares pursuant to the Plan, during the period such individual owns
such Shares, copies of annual financial statements.  The Company shall
not be required to provide such statements to key employees whose duties in
connection with the Company assure their access to equivalent
information.

     

    


     

    


     

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        - 11
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      CORNERSTONE
ONDEMAND, INC.

       

      1999
STOCK PLAN

       

      STOCK
OPTION AGREEMENT

       

       

      Unless
otherwise defined herein, the terms defined in the 1999 Stock Plan shall have
the same defined meanings in this Stock Option Agreement.

       

      I. NOTICE OF STOCK OPTION
GRANT

       

      [Optionee's Name and
Address]

       

      The
undersigned Optionee has been granted an Option to purchase Common Stock of the
Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                  Grant
      Number

                                                                                	 
      	 
      	 
	 	 	 	 
	
                                                                                  Date
      of Grant

                                                                                	 
      	 
      	 
	 	 	 	 
	
                                                                                  Vesting
      Commencement Date

                                                                                	 
      	 
      	 
	 	 	 	 
	
                                                                                  Exercise
      Price per Share

                                                                                	
                                                                                  $

                                                                                	 
      	 
	 	 	 	 
	
                                                                                  Total
      Number of Shares Granted

                                                                                	 
      	 
      	 
	 	 	 	 
	
                                                                                  Total
      Exercise Price

                                                                                	
                                                                                  $

                                                                                	 
      	 
	 	 	 	 
	
                                                                                  Type
      of Option:

                                                                                	
                                                                                   

                                                                                	
                                                                                  Incentive
      Stock Option

                                                                                	 
	 	 	 	 
	
                                                                                   
      

                                                                                	
                                                                                   

                                                                                	
                                                                                  Nonstatutory
      Stock Option

                                                                                	 
	 	 	 	 
	
                                                                                  Term/Expiration
      Date:

                                                                                	 
      	 
      	 


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

      

      Vesting
Schedule:

       

      This
Option shall be exercisable, in whole or in part, according to the following
vesting schedule:

       

      [INSERT
VESTING SCHEDULE]

       

      Termination
Period:

       

      This
Option shall be exercisable for three months after Optionee ceases to be a
Service Provider.  Upon Optionee's death or Disability, this Option
may be exercised for one year after Optionee ceases to be a Service
Provider.  In no event may Optionee exercise this Option after the
Term/Expiration Date as provided above.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      II. AGREEMENT

       

      1. Grant of
Option.  The Plan Administrator of the Company hereby grants to
the Optionee named in the Notice of Grant (the "Optionee"), an option (the
"Option") to purchase the number of Shares set forth in the Notice of Grant, at
the exercise price per Share set forth in the Notice of Grant (the "Exercise
Price"), and subject to the terms and conditions of the Plan, which is
incorporated herein by reference.  Subject to Section 14(c) of the
Plan, in the event of a conflict between the terms and conditions of the Plan
and this Option Agreement, the terms and conditions of the Plan shall
prevail.

       

      If
designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this
Option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code.  Nevertheless, to the extent that it
exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated
as a Nonstatutory Stock Option ("NSO").

       

      2. Exercise of
Option.

       

      (a) Right to
Exercise.  This Option shall be exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and with the
applicable provisions of the Plan and this Option Agreement.

       

      (b) Method of
Exercise.  This Option shall be exercisable by delivery of an
exercise notice in the form attached as Exhibit A (the
"Exercise Notice") which shall state the election to exercise the Option, the
number of Shares with respect to which the Option is being exercised, and such
other representations and agreements as may be required by the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares.  This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price.

       

      No Shares
shall be issued pursuant to the exercise of an Option unless such issuance and
such exercise complies with Applicable Laws.  Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.

       

      3. Optionee's
Representations.  In the event the Shares have not been
registered under the Securities Act of 1933, as amended, at the time this Option
is exercised, the Optionee shall, if required by the Company, concurrently with
the exercise of all or any portion of this Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit B.

       

      4. Lock-Up
Period.  Optionee hereby agrees that, if so requested by the
Company or any representative of the underwriters (the "Managing Underwriter")
in connection with any registration of the offering of any securities of the
Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period
(or such other period as may be requested in writing by the Managing Underwriter
and agreed to in writing by the Company) (the "Market Standoff Period")
following the effective date of a registration statement of the Company filed
under the Securities Act.  Such restriction shall apply
only  to the first registration statement of the Company to become
effective under the Securities Act that includes securities to be sold on behalf
of the Company to the public in an underwritten public offering under the
Securities Act.  The Company may impose stop-transfer instructions
with respect to securities subject to the foregoing restrictions until the end
of such Market Standoff Period.

       

      
        
          
          

        

        
          - 2
-

          
            

          

        

        
          
          

        

      

       

      5. Method of
Payment.  Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the
Optionee:

       

      (a) cash or
check;

       

      (b) consideration
received by the Company under a formal cashless exercise program adopted by the
Company in connection with the Plan; or

       

      (c) surrender
of other Shares which, (i) in the case of Shares acquired upon exercise of an
option, have been owned by the Optionee for more than six (6) months on the date
of surrender, and (ii) have a Fair Market Value on the date of surrender equal
to the aggregate Exercise Price of the Exercised Shares.

       

      6. Restrictions on
Exercise.  This Option may not be exercised until such time as
the Plan has been approved by the shareholders of the Company, or if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any Applicable
Law.

       

      7. Non-Transferability of
Option.  This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be
exercised during the lifetime of Optionee only by Optionee.  The terms
of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

       

      8. Term of
Option.  This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.

       

      9. Tax
Consequences.  Set forth below is a brief summary as of the
date of this Option of some of the federal tax consequences of exercise of this
Option and disposition of the Shares.  THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES.

       

      (a) Exercise of
NSO.  There may be a regular federal income tax liability upon
the exercise of an NSO.  The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price.  If Optionee is an Employee or a former
Employee, the Company will be required to withhold from Optionee's compensation
or collect from Optionee and pay to the applicable taxing authorities an amount
in cash equal to a percentage of this compensation income at the time of
exercise, and may refuse to honor the exercise and refuse to deliver Shares if
such withholding amounts are not delivered at the time of exercise.

       

      
        
          
          

        

        
          - 3
-

          
            

          

        

        
          
          

        

      

       

      (b) Exercise of
ISO.  If this Option qualifies as an ISO, there will be no
regular federal income tax liability upon the exercise of the Option, although
the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax in the year of exercise.

       

      (c) Disposition of
Shares.  In the case of an NSO, if Shares are held for at least
one year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes.  In the case
of an ISO, if Shares transferred pursuant to the Option are held for at least
one year after exercise and of at least two years after the Date of Grant, any
gain realized on disposition of the Shares will also be treated as long-term
capital gain for federal income tax purposes.  If Shares purchased
under an ISO are disposed of within one year after exercise or two years after
the Date of Grant, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and the lesser of (1) the Fair Market
Value of the Shares on the date of exercise, or (2) the sale price of the
Shares.  Any additional gain will be taxed as capital gain, short-term
or long-term depending on the period that the ISO Shares were held.

       

      (d) Notice of Disqualifying
Disposition of ISO Shares.  If the Option granted to Optionee
herein is an ISO, and if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (1) the date
two years after the Date of Grant, or (2) the date one year after the date
of exercise, the Optionee shall immediately notify the Company in writing of
such disposition.  Optionee agrees that Optionee may be subject to
income tax withholding by the Company on the compensation income recognized by
the Optionee.

       

      10. Entire Agreement; Governing
Law.  The Plan is incorporated herein by
reference.  The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee.  This agreement is governed by the internal
substantive laws but not the choice of law rules of California.

       

      11. No Guarantee of Continued
Service.  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.

       

      
        
          
          

        

        
          - 4
-

          
            

          

        

        
          
          

        

         

      

      Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all of the terms and provisions thereof.  Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option.  Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan or this
Option.  Optionee further agrees to notify the Company upon any change
in the residence address indicated below.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        OPTIONEE

                                      	 
      	
                                        CORNERSTONE
      ONDEMAND, INC.

                                      
	 	 	 
	 
      	 
      	 
      
	
                                        Signature

                                      	 
      	
                                        By

                                      
	 
      	 
      	 
      
	 	 	 
	
                                        Print
      Name

                                      	 
      	
                                        Title

                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 	 	 
	
                                        Residence
      Address

                                      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        



      


      
        
          
          

        

        
          - 5
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      EXHIBIT
A

       

      1999
STOCK PLAN

       

      EXERCISE
NOTICE

      


      Cornerstone
OnDemand, Inc.

      166
34th
Street

      Suite
17L

      New York,
NY 10016

       

      Attention: Secretary

       

      1.           Exercise of
Option.  Effective as of today, ___________, ____, the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_________ shares of the Common Stock (the "Shares") of Cornerstone OnDemand,
Inc. (the "Company") under and pursuant to the 1999 Stock Plan (the "Plan") and
the Stock Option Agreement dated ________, 19  (the "Option
Agreement").

       

      2. Delivery of
Payment.  Purchaser herewith delivers to the Company the full
purchase price of the Shares, as set forth in the Option Agreement.

       

      3. Representations of
Optionee.  Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement and agrees to abide by and
be bound by their terms and conditions.

       

      4. Rights as
Shareholder.  Until the issuance of the Shares (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option.  The Shares shall be
issued to the Optionee as soon as practicable after the Option is
exercised.  No adjustment shall be made for a dividend or other right
for which the record date is prior to the date of issuance except as provided in
Section 12 of the Plan.

       

      5. Company's Right of First
Refusal.  Before any Shares held by Optionee or any transferee
(either being sometimes referred to herein as the "Holder") may be sold or
otherwise transferred (including transfer by gift or operation of law), the
Company or its assignee(s) shall have a right of first refusal to purchase the
Shares on the terms and conditions set forth in this Section (the "Right of
First Refusal").

       

      (a)           Notice of Proposed
Transfer.  The Holder of the Shares shall deliver to the
Company a written notice (the "Notice") stating:  (i) the
Holder's bona fide intention to sell or otherwise transfer such Shares;
(ii) the name of each proposed purchaser or other transferee ("Proposed
Transferee"); (iii) the number of Shares to be transferred to each Proposed
Transferee; and (iv) the bona fide cash price or other consideration for
which the Holder proposes to transfer the Shares (the "Offered Price"), and the
Holder shall offer the Shares at the Offered Price to the Company or its
assignee(s).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)           Exercise of Right of First
Refusal.  At any time within thirty (30) days after receipt of
the Notice, the Company and/or its assignee(s) may, by giving written notice to
the Holder, elect to purchase all, but not less than all, of the Shares proposed
to be transferred to any one or more of the Proposed Transferees, at the
purchase price determined in accordance with subsection (c)
below.

       

      (c)           Purchase
Price.  The purchase price ("Purchase Price") for the Shares
purchased by the Company or its assignee(s) under this Section shall be the
Offered Price.  If the Offered Price includes consideration other than
cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith.

       

      (d)           Payment.  Payment
of the Purchase Price shall be made, at the option of the Company or its
assignee(s), in cash (by check), by cancellation of all or a portion of any
outstanding indebtedness of the Holder to the Company (or, in the case of
repurchase by an assignee, to the assignee), or by any combination thereof
within 30 days after receipt of the Notice or in the manner and at the times set
forth in the Notice.

       

      (e)           Holder's Right to
Transfer.  If all of the Shares proposed in the Notice to be
transferred to a given Proposed Transferee are not purchased by the Company
and/or its assignee(s) as provided in this Section, then the Holder may sell or
otherwise transfer such Shares to that Proposed Transferee at the Offered Price
or at a higher price, provided that such sale or other transfer is consummated
within 120 days after the date of the Notice, that any such sale or other
transfer is effected in accordance with any applicable securities laws and that
the Proposed Transferee agrees in writing that the provisions of this Section
shall continue to apply to the Shares in the hands of such Proposed
Transferee.  If the Shares described in the Notice are not transferred
to the Proposed Transferee within such period, a new Notice shall be given to
the Company, and the Company and/or its assignees shall again be offered the
Right of First Refusal before any Shares held by the Holder may be sold or
otherwise transferred.

       

      (f)           Exception for Certain Family
Transfers.  Anything to the contrary contained in this Section
notwithstanding, the transfer of any or all of the Shares during the Optionee's
lifetime or on the Optionee's death by will or intestacy to the Optionee's
immediate family or a trust for the benefit of the Optionee's immediate family
shall be exempt from the provisions of this Section.  "Immediate
Family" as used herein shall mean spouse, lineal descendant or antecedent,
father, mother, brother or sister.  In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section.

       

      (g)           Termination of Right of
First Refusal.  The Right of First Refusal shall terminate as
to any Shares upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended.

       

      
        
          
          

        

        
          - 2
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      6. Tax
Consultation.  Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares.  Optionee represents that Optionee has consulted with any
tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.

       

      7. Restrictive Legends and
Stop-Transfer Orders.

       

      (a)           Legends.  Optionee
understands and agrees that the Company shall cause the legends set forth below
or legends substantially equivalent thereto, to be placed upon any
certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by the Company or by state or federal securities
laws:

       

      THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.

       

      THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS
SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF
THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
ISSUER.  SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE
BINDING ON TRANSFEREES OF THESE SHARES.

      


      (b)           Stop-Transfer
Notices.  Optionee agrees that, in order to ensure compliance
with the restrictions referred to herein, the Company may issue appropriate
"stop transfer" instructions to its transfer agent, if any, and that, if the
Company  transfers its own securities, it may make appropriate
notations to the same effect in its own records.

       

      (c)           Refusal to
Transfer.  The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Exercise Notice or (ii) to treat
as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

       

      8. Successors and
Assigns.  The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Exercise Notice shall
inure to the benefit of the successors and assigns of the
Company.  Subject to the restrictions on transfer herein set forth,
this Exercise Notice shall be binding upon Optionee and his or her heirs,
executors, administrators, successors and assigns.

       

      
        
          
          

        

        
          - 3
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      9. Interpretation.  Any
dispute regarding the interpretation of this Exercise Notice shall be submitted
by Optionee or by the Company forthwith to the Administrator which shall review
such dispute at its next regular meeting.  The resolution of such a
dispute by the Administrator shall be final and binding on all
parties.

       

      10. Governing Law;
Severability.  This Exercise Notice is governed by the internal
substantive laws but not the choice of law rules, of California.

       

      11. Entire
Agreement.  The Plan and Option Agreement are incorporated
herein by reference.  This Exercise Notice, the Plan, the Option
Agreement and the Investment Representation Statement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	Submitted by:  	 	Accepted by:
	 	 	 
	
                                                          OPTIONEE

                                                        	 
      	
                                                          CORNERSTONE
      ONDEMAND, INC.

                                                        
	 	 	 
	 
      	 
      	 
      
	
                                                          Signature

                                                        	 
      	
                                                          By

                                                        
	 
      	 
      	 
      
	 	 	 
	
                                                          Print
      Name

                                                        	 
      	
                                                          Title

                                                        
	 
      	 
      	 
      
	Address:  	 	Address:  
	 
      	 
      	
                                                          166
      34THStreet,
      Suite 17L 

                                                        
	 	 	
                                                          New York, NY
      10016      

                                                        
	
                                                           

                                                        	 
      	 
      
	 	 	 
	 	 	Date
      Received


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

      
        
          
          

        

        
          - 4
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      EXHIBIT
B

       

      INVESTMENT
REPRESENTATION STATEMENT

      
        
          
            
              
                
                  
                    	 	 
	
                            OPTIONEE:

                          	 
      
	 	 
	
                            COMPANY:

                          	
                            CORNERSTONE
      ONDEMAND, INC.

                          
	 	 
	
                            SECURITY:

                          	
                            COMMON
      STOCK

                          
	 	 
	
                            AMOUNT:

                          	 
      
	 	 
	
                            DATE:

                          	 
      


                  

                

              

            

          

        

      

       

      In
connection with the purchase of the above-listed Securities, the undersigned
Optionee represents to the Company the following:

       

      (a)           Optionee
is aware of the Company's business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities.  Optionee is
acquiring these Securities for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

       

      (b)           Optionee
acknowledges and understands that the Securities constitute "restricted
securities" under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of Optionee's investment
intent as expressed herein.  In this connection, Optionee understands
that, in the view of the Securities and Exchange Commission, the statutory basis
for such exemption may be unavailable if Optionee's representation was
predicated solely upon a present intention to hold these Securities for the
minimum capital gains period specified under tax statutes, for a deferred sale,
for or until an increase or decrease in the market price of the Securities, or
for a period of one year or any other fixed period in the
future.  Optionee further understands that the Securities must be held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available.  Optionee further
acknowledges and understands that the Company is under no obligation to register
the Securities.  Optionee understands that the certificate evidencing
the Securities will be imprinted with a legend which prohibits the transfer of
the Securities unless they are registered or such registration is not required
in the opinion of counsel satisfactory to the Company, and any other legend
required under applicable state securities laws.

       

      (c)           Optionee
is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted securities" acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions.  Rule 701 provides that if the issuer qualifies under
Rule 701 at the time of the grant of the Option to the Optionee, the
exercise will be exempt from registration under the Securities
Act.  In the event the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold,
subject to the satisfaction of certain of the conditions specified by
Rule 144, including:  (1) the resale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly
with a market maker (as said term is defined under the Securities Exchange
Act of 1934); and, in the case of an affiliate, (2) the availability of
certain public information about the Company, (3) the amount of Securities being
sold during any three month period not exceeding the limitations specified in
Rule 144(e), and (4) the timely filing of a Form 144, if
applicable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In the
event that the Company does not qualify under Rule 701 at the time of grant
of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which
requires the resale to occur not less than one year after the later of the
date the Securities were sold by the Company or the date the Securities were
sold by an affiliate of the Company, within the meaning of Rule 144; and,
in the case of acquisition of the Securities by an affiliate, or by a
non-affiliate who subsequently holds the Securities less than two years, the
satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of
the paragraph immediately above.

       

      (d)           Optionee
further understands that in the event all of the applicable requirements of
Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rules 144 and 701 are not
exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than
in a registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their own
risk.  Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 	Signature
      of Optionee:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                                                                       

                                                                    	Date:	 	
                                                                      ,
      19  

                                                                    	 


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
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      ATTACHMENT
1

       

      STATE OF CALIFORNIA -
CALIFORNIA ADMINISTRATIVE CODE

       

      Title
10.  Investment - Chapter 3.  Commissioner of
Corporations

       

      260.141.11: Restriction on
Transfer.

       

      (a)           The
issuer of any security upon which a restriction on transfer has been imposed
pursuant to Sections 260.102.6, 260.141.10 or 260.534 shall cause a copy of this
section to be delivered to each issuee or transferee of such security at the
time the certificate evidencing the security is delivered to the issuee or
transferee.

       

      (b)           It
is unlawful for the holder of any such security to consummate a sale or transfer
of such security, or any interest therein, without the prior written consent of
the Commissioner (until this condition is removed pursuant to Section 260.141.12
of these rules), except:

       

        (1)           to
the issuer;

       

        (2)           pursuant
to the order or process of any court;

       

        (3)           to
any person described in Subdivision (i) of Section 25102 of the Code or Section
260.105.14 of these rules;

       

        (4)           to
the transferor's ancestors, descendants or spouse, or any custodian or trustee
for the account of the transferor or the transferor's ancestors, descendants, or
spouse; or to a transferee by a trustee or custodian for the account of the
transferee or the transferee's ancestors, descendants or spouse;

       

        (5)           to
holders of securities of the same class of the same issuer;

       

        (6)           by
way of gift or donation inter vivos or on death;

       

        (7)           by
or through a broker-dealer licensed under the Code (either acting as such or as
a finder) to a resident of a foreign state, territory or country who is neither
domiciled in this state to the knowledge of the broker-dealer, nor actually
present in this state if the sale of such securities is not in violation of any
securities law of the foreign state, territory or country
concerned;

       

        (8)           to
a broker-dealer licensed under the Code in a principal transaction, or as an
underwriter or member of an underwriting syndicate or selling
group;

       

        (9)           if
the interest sold or transferred is a pledge or other lien given by the
purchaser to the seller upon a sale of the security for which the Commissioner's
written consent is obtained or under this rule not required;

       

      
        
          
          

        

        
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      (10)           by
way of a sale qualified under Sections 25111, 25112, 25113 or 25121 of the Code,
of the securities to be transferred, provided that no order under Section 25140
or subdivision (a) of Section 25143 is in effect with respect to such
qualification;

       

      (11)           by
a corporation to a wholly owned subsidiary of such corporation, or by a wholly
owned subsidiary of a corporation to such corporation;

       

      (12)           by
way of an exchange qualified under Section 25111, 25112 or 25113 of the Code,
provided that no order under Section 25140 or subdivision (a) of Section 25143
is in effect with respect to such qualification;

       

      (13)           between
residents of foreign states, territories or countries who are neither domiciled
nor actually present in this state;

       

      (14)           to
the State Controller pursuant to the Unclaimed Property Law or to the
administrator of the unclaimed property law of another state; or

       

      (15)           by
the State Controller pursuant to the Unclaimed Property Law or by the
administrator of the unclaimed property law of another state if, in either such
case, such person (i) discloses to potential purchasers at the sale that
transfer of the securities is restricted under this rule, (ii) delivers to each
purchaser a copy of this rule, and (iii) advises the Commissioner of the name of
each purchaser;

       

      (16)           by
a trustee to a successor trustee when such transfer does not involve a change in
the beneficial ownership of the securities;

       

      (17)           by
way of an offer and sale of outstanding securities in an issuer transaction that
is subject to the qualification requirement of Section 25110 of the Code but
exempt from that qualification requirement by subdivision (f) of Section 25102;
provided that any such transfer is on the condition that any certificate
evidencing the security issued to such transferee shall contain the legend
required by this section.

       

      (c)           The
certificates representing all such securities subject to such a restriction on
transfer, whether upon initial issuance or upon any transfer thereof, shall bear
on their face a legend, prominently stamped or printed thereon in capital
letters of not less than 10-point size, reading as follows:

       

      “IT IS
UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST
THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT
AS PERMITTED IN THE COMMISSIONER'S RULES.”

       

       

      
        
          
          

        

        
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