Unassociated Document


    
      Exhibit
10.3



    CORNERSTONE
ONDEMAND, INC.

    


    2009
EQUITY INCENTIVE PLAN

     

    
      (as
amended on July 15, 2010)

    

    


    1.           Purposes of the
Plan.  The purposes of this 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.

            


    

    


    The Plan
permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock
Appreciation Rights, Restricted Stock and Restricted Stock Units.

    


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

    


    (a)           “Administrator” means
the Board or any of its Committees as will be administering the Plan, in
accordance with Section 4 of the
Plan.

    


    (b)           “Applicable Laws”
means the requirements relating to the administration of equity-based awards
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 foreign country or jurisdiction where
Awards are, or will be, granted under the Plan.

    


    (c)           “Award” means,
individually or collectively, a grant under the Plan of Options, Stock
Appreciation Rights, Restricted Stock, or Restricted Stock Units.

    


    (d)           “Award Agreement”
means the written or electronic agreement setting forth the terms and provisions
applicable to each Award granted under the Plan.  The Award Agreement
is subject to the terms and conditions of the Plan.

    


    (e)           “Board” means the
Board of Directors of the Company.

    


    (f)           “Change in Control”
means the occurrence of any of the following events:

    


    (i)                 Change in Ownership of the
Company.  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 50% of the total voting power of the
stock of the Company, except that any change in the ownership of the stock of
the Company as a result of a private financing of the Company that is approved
by the Board will not be considered a Change in Control; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)                 Change in Effective Control
of the Company.  If the Company has a class of securities
registered pursuant to Section 12 of the Exchange Act, 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 in Control; or

    


    (iii)                 Change in Ownership of a
Substantial Portion of the Company’s Assets.  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 50% of the total gross fair market value of all of the assets of
the Company immediately prior to such acquisition or
acquisitions.  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 Section 2(f), 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.

    


    Notwithstanding
the foregoing, a transaction will not be deemed a Change in 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 in
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.

    


    (g)           “Code” means the
Internal Revenue Code of 1986, as amended.  Any reference to a section
of the Code herein will be a reference to any successor or amended section of
the Code.

    


    (h)           “Committee” means a
committee of Directors or of other individuals satisfying Applicable Laws
appointed by the Board, or by the compensation committee of the
Board,  in accordance with Section 4 hereof.

    


    (i)           “Common Stock” means
the common stock of the Company.

    


    (j)           “Company” means
Cornerstone OnDemand, Inc., a Delaware corporation, or any successor
thereto.

     

    
      
        
        

      

      
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    (k)           “Consultant” means any
person, including an advisor, engaged by the Company or a Parent or Subsidiary
to render services to such entity.

    


    (l)           “Director” means a
member of the Board.

    


    (m)           “Disability” means
total and permanent disability as defined in Code Section 22(e)(3),
provided that in the case of Awards other than Incentive Stock Options, the
Administrator in its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory standards
adopted by the Administrator from time to time.

    


    (n)           “Employee” means any
person, including officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company.  Neither service as a Director nor
payment of a director’s fee by the Company will be sufficient to constitute
“employment” by the Company.

    


    (o)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

    


    (p)           “Exchange Program”
means a program under which (i) outstanding Awards are surrendered or cancelled
in exchange for Awards of the same type (which may have higher or lower exercise
prices and different terms), Awards of a different type, and/or cash, (ii)
Participants would have the opportunity to transfer any outstanding Awards to a
financial institution or other person or entity selected by the Administrator,
and/or (iii) the exercise price of an outstanding Award is reduced or
increased.  The Administrator will determine the terms and conditions
of any Exchange Program in its sole discretion.

    


    (q)           “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 Global Select Market, the
Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market,
its Fair Market Value will be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the day 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, the Fair Market Value of a Share will be the
mean between the high bid and low asked prices for the Common Stock on the day
of determination (or, if no bids and asks were reported on that date, as
applicable, on the last trading date such bids and asks were reported), as
reported in The Wall Street
Journal or such other source as the Administrator deems reliable;
or

    


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

     

    
      
        
        

      

      
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    (r)           “Incentive Stock
Option” means an Option that by its terms qualifies and is otherwise
intended to qualify as an incentive stock option within the meaning of Code
Section 422 and the regulations promulgated thereunder.

    


    (s)           “Nonstatutory Stock
Option” means an Option that by its terms does not qualify or is not
intended to qualify as an Incentive Stock Option.

    


    (t)           “Option” means a stock
option granted pursuant to the Plan.

    


    (u)           “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in Code
Section 424(e).

    


    (v)           “Participant” means
the holder of an outstanding Award.

    


    (w)           “Period of
Restriction” means the period during which the transfer of Shares of
Restricted Stock are subject to restrictions and therefore, the Shares are
subject to a substantial risk of forfeiture.  Such restrictions may be
based on the passage of time, the achievement of target levels of performance,
or the occurrence of other events as determined by the
Administrator.

    


    (x)           “Plan” means this 2009
Equity Incentive Plan.

    


    (y)           “Restricted Stock”
means Shares issued pursuant to an Award of Restricted Stock under
Section 8 of the Plan, or issued pursuant to the early exercise of an
Option.

    


    (z)           “Restricted Stock
Unit” means a bookkeeping entry representing an amount equal to the Fair
Market Value of one Share, granted pursuant to Section 9.  Each
Restricted Stock Unit represents an unfunded and unsecured obligation of the
Company.

    


    (aa)           “Service Provider”
means an Employee, Director or Consultant.

    


    (bb)           “Share” means a share
of the Common Stock, as adjusted in accordance with Section 13 of the
Plan.

    


    (cc)           “Stock Appreciation
Right” means an Award, granted alone or in connection with an Option,
that pursuant to Section 7 is designated as a Stock Appreciation
Right.

    


    (dd)           “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter exist­ing, as defined in
Code Section 424(f).

    


    3.           Stock Subject to the Plan.  

    


    (a)           Stock Subject to the
Plan.  Subject to the provisions of Section 13 of the Plan, the
maximum aggregate number of Shares that may be subject to Awards and sold under
the Plan is 1,000,000 Shares, plus (i) any Shares that, as of the date of
stockholder approval of this Plan, have been reserved but not issued pursuant to
any awards granted under the Cornerstone OnDemand, Inc. 1999 Stock Plan (the
“1999 Plan”)
and are not subject to any awards granted thereunder, and (ii) any Shares
subject to stock options or similar awards granted under the 1999 Plan that
expire or otherwise terminate without having been exercised in full and Shares
issued pursuant to awards granted under the 1999 Plan that are forfeited to or
repurchased by the Company, with the maximum number of Shares to be added to the
Plan pursuant to clauses (i) and (ii) equal to 4,976,126 Shares. The Shares may
be authorized but unissued, or reacquired Common Stock.

     

    
      
        
        

      

      
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    (b)           Lapsed
Awards.  If an Award expires or becomes unexercisable without
having been exercised in full, is surrendered pursuant to an Exchange Program,
or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to
or repurchased by the Company due to the failure to vest, the unpurchased Shares
(or for Awards other than Options or Stock Appreciation Rights the forfeited or
repurchased Shares) which were subject thereto will become available for future
grant or sale under the Plan (unless the Plan has terminated).  With
respect to Stock Appreciation Rights, only Shares actually issued pursuant to a
Stock Appreciation Right will cease to be available under the Plan; all
remaining Shares under Stock Appreciation Rights will remain available for
future grant or sale under the Plan (unless the Plan has
terminated).  Shares that have actually been issued under the Plan
under any Award will not be returned to the Plan and will not become available
for future distribution under the Plan; provided, however, that if Shares issued
pursuant to Awards of Restricted Stock or Restricted Stock Units are repurchased
by the Company or are forfeited to the Company due to the failure to vest, such
Shares will become available for future grant under the Plan.  Shares
used to pay the exercise price of an Award or to satisfy the tax withholding
obligations related to an Award will become available for future grant or sale
under the Plan.  To the extent an Award under the Plan is paid out in
cash rather than Shares, such cash payment will not result in reducing the
number of Shares available for issuance under the
Plan.  Notwithstanding the foregoing and, subject to adjustment as
provided in Section 13, the maximum number of Shares that may be issued upon the
exercise of Incentive Stock Options will equal the aggregate Share number stated
in Section 3(a), plus, to the extent allowable under Code Section 422 and the
Treasury Regulations promulgated thereunder, any Shares that become available
for issuance under the Plan pursuant to Section 3(b).

    


    (c)           Share
Reserve.  The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as will be sufficient
to satisfy the requirements of the Plan.

    


    4.           Administration of the
Plan.

    


    (a)           Procedure.

    


    (i)                 Multiple Administrative
Bodies.  Different Committees with respect to different groups
of Service Providers may administer the Plan.

    


    (ii)                 Other
Administration.  Other than as provided above, the Plan will be
administered by (A) the Board or (B) a Committee, which Committee will
be constituted to satisfy Applicable Laws.

    


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

    


    (i)                 to
determine the Fair Market Value;

     

    
      
        
        

      

      
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    (ii)                 to
select the Service Providers to whom Awards may be granted
hereunder;

    


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

    


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

    


    (v)                 to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any Award granted hereunder.  Such terms and conditions include,
but are not limited to, the exercise price, the time or times when Awards 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 Award or the Shares relating thereto, based in each case on such
factors as the Administrator will determine;

    


    (vi)                 to
institute and determine the terms and conditions of an Exchange
Program;

    


    (vii)                to
construe and interpret the terms of the Plan and Awards granted pursuant to the
Plan;

    


    (viii)               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 satisfying applicable foreign laws or for qualifying for favorable
tax treatment under applicable foreign laws;

    


    (ix)                 to
modify or amend each Award (subject to Section 18(c) of the Plan),
including but not limited to the discretionary authority to extend the
post-termination exercisability period of Awards and to extend the maximum term
of an Option (subject to Section 6(d));

    


    (x)                 
to allow Participants to satisfy withholding tax obligations in a manner
prescribed in Section 14;

    


    (xi)                 to
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Award previously granted by the
Administrator;

    


    (xii)                 to
allow a Participant to defer the receipt of the payment of cash or the delivery
of Shares that otherwise would be due to such Participant under an Award;
and

    


    (xiii)                 to
make all other determinations deemed necessary or advisable for administering
the Plan.

    


    (c)           Effect of
Administrator’s Decision.  The Administrator’s decisions,
determinations and interpretations will be final and binding on all Participants
and any other holders of Awards.

    


    5.           Eligibility.  Nonstatutory
Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock
Units may be granted to Service Providers.  Incentive Stock Options
may be granted only to Employees.

     

    
      
        
        

      

      
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    6.           Stock
Options.

    


    (a)           Grant of
Options.  Subject to the terms and provisions of the Plan, the
Administrator, at any time and from time to time, may grant Options in such
amounts as the Administrator, in its sole discretion, will
determine.

    


    (b)           Option
Agreement.  Each Award of an Option will be evidenced by an
Award Agreement that will specify the exercise price, the term of the Option,
the number of Shares subject to the Option, the exercise restrictions, if any,
applicable to the Option, and such other terms and conditions as the
Administrator, in its sole discretion, will determine.

    


    (c)           Limitations.  Each
Option will be designated in the Award Agreement as either an Incentive Stock
Option or a Nonstatutory Stock Option.  Notwithstanding such
designation, however, 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 Participant during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds one hundred thousand dollars
($100,000), such Options will be treated as Nonstatutory Stock
Options.  For purposes of this Section 6(c), Incentive Stock Options
will be taken into account in the order in which they were granted, the Fair
Market Value of the Shares will be determined as of the time the Option with
respect to such Shares is granted, and calculation will be performed in
accordance with Code Section 422 and Treasury Regulations promulgated
thereunder.

    


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

    


    (e)           Option Exercise Price and
Consideration.

    


    (i)                 Exercise
Price.  The per Share exercise price for the Shares to be
issued pursuant to the exercise of an Option will be determined by the
Administrator, but will be no less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant.  In addition, in the case
of an Incentive Stock Option granted to an Employee who 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 per Share exercise price will be no
less than one hundred ten percent (110%) of the Fair Market Value per Share on
the date of grant.  Notwithstanding the foregoing provisions of this
Section 6(e)(i), Options may be granted with a per Share exercise price of
less than one hundred percent (100%) of the Fair Market Value per Share on the
date of grant pursuant to a transaction described in, and in a manner consistent
with, Code Section 424(a).

    


    (ii)                 Waiting Period and Exercise
Dates.  At the time an Option is granted, the Administrator
will fix the period within which the Option may be exercised and will determine
any conditions that must be satisfied before the Option may be
exercised.

     

    
      
        
        

      

      
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    (iii)                 Form of
Consideration.  The Administrator will determine the acceptable
form of consideration for exercising an Option, including the method of
payment.  In the case of an Incentive Stock Option, the Administrator
will determine the acceptable form of consideration at the time of
grant.  Such consideration may consist entirely of: (1) cash; (2)
check; (3) promissory note, to the extent permitted by Applicable Laws, (4)
other Shares, provided that such Shares have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which such
Option will be exercised and provided further that accepting such Shares will
not result in any adverse accounting consequences to the Company, as the
Administrator determines in its sole discretion; (5) consideration received by
the Company under cashless exercise program (whether through a broker or
otherwise) implemented by the Company in connection with the Plan; (6) by net
exercise, (7) such other consideration and method of payment for the issuance of
Shares to the extent permitted by Applicable Laws, or (8) any combination of the
foregoing methods of payment.  In making its determination as to the
type of consideration to accept, the Administrator will consider if acceptance
of such consideration may be reasonably expected to benefit the
Company.

    


    (f)           Exercise of
Option.

    


    (i)                 Procedure for Exercise;
Rights as a Stockholder.  Any Option granted hereunder will be
exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Award
Agreement.  An Option may not be exercised for a fraction of a
Share.

    


    An Option
will be deemed exercised when the Company receives: (i) notice of exercise
(in such form as the Administrator may specify from time to time) from the
person entitled to exercise the Option, and (ii) full payment for the
Shares with respect to which the Option is exercised (together with applicable
tax withholding).  Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by the Award
Agreement and the Plan.  Shares issued upon exercise of an Option will
be issued in the name of the Participant or, if requested by the Participant, in
the name of the Participant 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 stockholder will exist with respect to the
Shares subject to an Option, notwithstanding the exercise of the
Option.  The Company will 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 13 of the
Plan.

    


    Exercising
an Option in any manner will decrease 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.

    


    (ii)                 Termination of Relationship
as a Service Provider.  If a Participant ceases to be a Service
Provider, other than upon the Participant’s termination as the result of the
Participant’s death or Disability, the Participant may exercise his or her
Option within thirty (30) days of termination, or such longer period of time as
is specified in the Award Agreement (but in no event later than the expiration
of the term of such Option as set forth in the Award Agreement) to the extent
that the Option is vested on the date of termination.  Unless
otherwise provided by the Administrator, if on the date of termination the
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the Plan.  If after
termination the Participant does not exercise his or her Option within the time
specified by the Administrator, the Option will terminate, and the Shares
covered by such Option will revert to the Plan.

     

    
      
        
        

      

      
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    (iii)                 Disability of
Participant.  If a Participant ceases to be a Service Provider
as a result of the Participant’s Disability, the Participant may exercise his or
her Option within six (6) months of termination, or such longer period of time
as is specified in the Award Agreement (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement) to
the extent the Option is vested on the date of termination.  Unless
otherwise provided by the Administrator, if on the date of termination the
Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the Plan.  If after
termination the Participant does not exercise his or her Option within the time
specified herein, the Option will terminate, and the Shares covered by such
Option will revert to the Plan.

    


    (iv)                 Death of
Participant.  If a Participant dies while a Service Provider,
the Option may be exercised within six (6) months following the Participant’s
death, or within such longer period of time as is specified in the Award
Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Award Agreement) to the extent that the Option is vested on
the date of death, by the Participant’s designated beneficiary, provided such
beneficiary has been designated prior to the Participant’s death in a form
acceptable to the Administrator.  If no such beneficiary has been
designated by the Participant, then such Option may be exercised by the personal
representative of the Participant’s estate or by the person(s) to whom the
Option is transferred pursuant to the Participant’s will or in accordance with
the laws of descent and distribution.  Unless otherwise provided by
the Administrator, if at the time of death Participant is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option
will immediately revert to the Plan.  If the Option is not so
exercised within the time specified herein, the Option will terminate, and the
Shares covered by such Option will revert to the Plan.  

    


    7.           Stock Appreciation
Rights.

    


    (a)           Grant of Stock Appreciation
Rights.  Subject to the terms and conditions of the Plan, a
Stock Appreciation Right may be granted to Service Providers at any time and
from time to time as will be determined by the Administrator, in its sole
discretion.

    


    (b)           Number of
Shares.  The Administrator will have complete discretion to
determine the number of Shares subject to any Award of Stock Appreciation
Rights.

    


    (c)           Exercise Price and Other
Terms.  The per Share exercise price for the Shares that will
determine the amount of the payment to be received upon exercise of a Stock
Appreciation Right as set forth in Section 7(f) will be determined by the
Administrator and will be no less than one hundred percent (100%) of the Fair
Market Value per Share on the date of grant.  Otherwise, the
Administrator, subject to the provisions of the Plan, will have complete
discretion to determine the terms and conditions of Stock Appreciation Rights
granted under the Plan.

     

    
      
        
        

      

      
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    (d)           Stock Appreciation Right
Agreement.  Each Stock Appreciation Right grant will be
evidenced by an Award Agreement that will specify the exercise price, the term
of the Stock Appreciation Right, the conditions of exercise, and such other
terms and conditions as the Administrator, in its sole discretion, will
determine.

    


    (e)           Expiration of Stock
Appreciation Rights.  A Stock Appreciation Right granted under
the Plan will expire upon the date determined by the Administrator, in its sole
discretion, and set forth in the Award Agreement.  Notwithstanding the
foregoing, the rules of Section 6(d) relating to the maximum term and Section
6(f) relating to exercise also will apply to Stock Appreciation
Rights.

    


    (f)           Payment of Stock
Appreciation Right Amount.  Upon exercise of a Stock
Appreciation Right, a Participant will be entitled to receive payment from the
Company in an amount determined by multiplying:

    


    (i)                 The
difference between the Fair Market Value of a Share on the date of exercise over
the exercise price; times

    


    (ii)                The
number of Shares with respect to which the Stock Appreciation Right is
exercised.

    


    At the
discretion of the Administrator, the payment upon Stock Appreciation Right
exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.

    


    8.           Restricted
Stock.

    


    (a)           Grant of Restricted
Stock.  Subject to the terms and provisions of the Plan, the
Administrator, at any time and from time to time, may grant Shares of Restricted
Stock to Service Providers in such amounts as the Administrator, in its sole
discretion, will determine.

    


    (b)           Restricted Stock
Agreement.  Each Award of Restricted Stock will be evidenced by
an Award Agreement that will specify the Period of Restriction, the number of
Shares granted, and such other terms and conditions as the Administrator, in its
sole discretion, will determine.  Unless the Administrator determines
otherwise, the Company as escrow agent will hold Shares of Restricted Stock
until the restrictions on such Shares have lapsed.

    


    (c)           Transferability.  Except
as provided in this Section 8 or as the Administrator determines, Shares of
Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of
Restriction.

    


    (d)           Other
Restrictions.  The Administrator, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate.

    


    (e)           Removal of
Restrictions.  Except as otherwise provided in this Section 8,
Shares of Restricted Stock covered by each Restricted Stock grant made under the
Plan will be released from escrow as soon as practicable after the last day of
the Period of Restriction or at such other time as the Administrator may
determine.  The Administrator, in its discretion, may accelerate the
time at which any restrictions will lapse or be removed.

     

    
      
        
        

      

      
        - 10
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    (f)           Voting
Rights.  During the Period of Restriction, Service Providers
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the Administrator determines
otherwise.

    


    (g)           Dividends and Other
Distributions.  During the Period of Restriction, Service
Providers holding Shares of Restricted Stock will be entitled to receive all
dividends and other distributions paid with respect to such Shares, unless the
Administrator provides otherwise.  If any such dividends or
distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted
Stock with respect to which they were paid.

    


    (h)           Return of Restricted Stock
to Company.  On the date set forth in the Award Agreement, the
Restricted Stock for which restrictions have not lapsed will revert to the
Company and again will become available for grant under the Plan.

    


    9.           Restricted Stock
Units.

    


    (a)           Grant.  Restricted
Stock Units may be granted at any time and from time to time as determined by
the Administrator.  After the Administrator determines that it will
grant Restricted Stock Units, it will advise the Participant in an Award
Agreement of the terms, conditions, and restrictions related to the grant,
including the number of Restricted Stock Units.

    


    (b)           Vesting Criteria and Other
Terms.  The Administrator will set vesting criteria in its
discretion, which, depending on the extent to which the criteria are met, will
determine the number of Restricted Stock Units that will be paid out to the
Participant.  The Administrator may set vesting criteria based upon
the achievement of Company-wide, business unit, or individual goals (including,
but not limited to, continued employment or service), or any other basis
determined by the Administrator in its discretion.

    


    (c)           Earning Restricted Stock
Units.  Upon meeting the applicable vesting criteria, the
Participant will be entitled to receive a payout as determined by the
Administrator.  Notwithstanding the foregoing, at any time after the
grant of Restricted Stock Units, the Administrator, in its sole discretion, may
reduce or waive any vesting criteria that must be met to receive a
payout.

    


    (d)           Form and Timing of
Payment.  Payment of earned Restricted Stock Units will be made
as soon as practicable after the date(s) determined by the Administrator and set
forth in the Award Agreement.  The Administrator, in its sole
discretion, may settle earned Restricted Stock Units in cash, Shares, or a
combination of both.

    


    (e)           Cancellation.  On
the date set forth in the Award Agreement, all unearned Restricted Stock Units
will be forfeited to the Company.

    


    10.           Compliance With Code
Section 409A.  Awards will be designed and operated in
such a manner that they are either exempt from the application of, or comply
with, the requirements of Code Section 409A, except as otherwise determined
in the sole discretion of the Administrator.  The Plan and each Award
Agreement under the Plan is intended to meet the requirements of Code
Section 409A and will be construed and interpreted in accordance with such
intent, except as otherwise determined in the sole discretion of the
Administrator.  To the extent that an Award or payment, or the
settlement or deferral thereof, is subject to Code Section 409A the Award
will be granted, paid, settled or deferred in a manner that will meet the
requirements of Code Section 409A, such that the grant, payment, settlement
or deferral will not be subject to the additional tax or interest applicable
under Code Section 409A.

     

    
      
        
        

      

      
        - 11
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    11.           Leaves of Absence/Transfer
Between Locations.  Unless the Administrator provides
otherwise, vesting of Awards granted hereunder will be suspended during any
unpaid leave of absence.  A Participant will 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, or any Subsidiary.  For purposes of Incentive Stock Options,
no such leave may exceed three (3) months, 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, then six (6) months following the first (1st) day of
such leave, any Incentive Stock Option held by the Participant will cease to be
treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.

    


    12.           Limited Transferability of
Awards.

    


    (a)           Unless determined otherwise by the Administrator,
Awards may not be sold, pledged, assigned,
hypothecated, or otherwise transferred in any manner other than by will
or by the laws of descent and distribution, and may be exercised, during the
lifetime of the Participant, only by the Participant.  If the
Administrator makes an Award transferable, such Award may only be transferred
(i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted
by Rule 701 of the Securities Act of 1933, as amended (the “Securities
Act”).

    


    (b)           Further, until the Company becomes subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the
Administrator determines that it is, will, or may no longer be relying upon the
exemption from registration under the Exchange Act as set forth in Rule 12h-1(f)
promulgated under the Exchange Act, an Option, or prior to exercise, the
Shares subject to the Option, may not be pledged,
hypothecated or otherwise transferred or disposed of, in any manner, including
by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the
Exchange Act, respectively), other than to (i) persons who are “family members”
(as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic
relations orders, or (ii) to an executor or guardian of the Participant upon the
death or disability of the Participant.  Notwithstanding the foregoing
sentence, the Administrator, in its sole discretion, may determine to permit
transfers to the Company or in connection with a Change in Control or other
acquisition transactions involving the Company to the extent permitted by Rule
12h-1(f).

    


    13.           Adjustments; Dissolution or
Liquidation; Merger or Change in Control.

    


    (a)           Adjustments.  In
the event that any dividend or other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan, will adjust the number and class of Shares that may be delivered under the
Plan and/or the number, class, and price of Shares covered by each outstanding
Award; provided, however, that the Administrator will make such adjustments to
an Award required by Section 25102(o) of the California Corporations Code to the
extent the Company is relying upon the exemption afforded thereby with respect
to the Award.

     

    
      
        
        

      

      
        - 12
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    (b)           Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Administrator will notify each Participant as
soon as practicable prior to the effective date of such proposed
transaction.  To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed
action.

    


    (c)           Merger or Change in
Control.  In the event of a merger or Change in Control, each
outstanding Award will be treated as the Administrator determines without a
Participant’s consent, including, without limitation, that (i) Awards will be
assumed, or substantially equivalent Awards will be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof) with appropriate
adjustments as to the number and kind of shares and prices; (ii) upon written
notice to a Participant, that the Participant’s Awards will terminate upon or
immediately prior to the consummation of such merger or Change in Control
(subject to the provisions of the proceeding paragraph); (iii) outstanding
Awards will vest and become exercisable, realizable, or payable, or restrictions
applicable to an Award will lapse, in whole or in part prior to or upon
consummation of such merger or Change in Control, and, to the extent the
Administrator determines, terminate upon or immediately prior to the
effectiveness of such merger of Change in Control; (iv) (A) the termination of
an Award in exchange for an amount of cash and/or property, if any, equal to the
amount that would have been attained upon the exercise of such Award or
realization of the Participant’s rights as of the date of the occurrence of the
transaction (and, for the avoidance of doubt, if as of the date of the
occurrence of the transaction the Administrator determines in good faith that no
amount would have been attained upon the exercise of such Award or realization
of the Participant’s rights, then such Award may be terminated by the Company
without payment), or (B) the replacement of such Award with other rights or
property selected by the Administrator in its sole discretion; or (v) any
combination of the foregoing.  In taking any of the actions permitted
under this subsection 13(c), the Administrator will not be obligated to treat
all Awards, all Awards held by a Participant, or all Awards of the same type,
similarly.

    


    In the
event that the successor corporation does not assume or substitute for the Award
(or portion thereof), the Participant will fully vest in and have the right to
exercise all of his or her outstanding Options and Stock Appreciation Rights,
including Shares as to which such Awards would not otherwise be vested or
exercisable, all restrictions on Restricted Stock and Restricted Stock Units
will lapse, and, with respect to Awards with performance-based vesting, all
performance goals or other vesting criteria will be deemed achieved at one
hundred percent (100%) of target levels and all other terms and conditions
met.  In addition, if an Option or Stock Appreciation Right is not
assumed or substituted in the event of a merger or Change in Control, the
Administrator will notify the Participant in writing or electronically that the
Option or Stock Appreciation Right will be exercisable for a period of time
determined by the Administrator in its sole discretion, and the Option or Stock
Appreciation Right will terminate upon the expiration of such
period.

     

    
      
        
        

      

      
        - 13
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    For the
purposes of this subsection 13(c), an Award will be considered assumed if,
following the merger or Change in Control, the Award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to
the merger or Change in Control, the consideration (whether stock, cash, or
other securities or property) received in the merger or Change in Control 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 Change
in Control 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 an Option or
Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each
Share subject to such Award, 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 Change in
Control.

    


    Notwithstanding
anything in this Section 13(c) to the contrary, an Award that vests, is earned
or paid-out upon the satisfaction of one or more performance goals will not be
considered assumed if the Company or its successor modifies any of such
performance goals without the Participant’s consent; provided, however, a
modification to such performance goals only to reflect the successor
corporation’s post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.  

    


    Notwithstanding
anything in this Section 13(c) to the contrary, if a payment under an Award
Agreement is subject to Code Section 409A and if the change in control
definition contained in the Award Agreement does not comply with the definition
of “change of control” for purposes of a distribution under Code Section 409A,
then any payment of an amount that is otherwise accelerated under this Section
will be delayed until the earliest time that such payment would be permissible
under Code Section 409A without triggering any penalties applicable under Code
Section 409A.

    


    14.           Tax
Withholding.

    


    (a)           Withholding
Requirements.  Prior to the delivery of any Shares or cash
pursuant to an Award (or exercise thereof), the Company will have the power and
the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local, foreign or other
taxes (including the Participant’s FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).

    


    (b)           Withholding
Arrangements.  The Administrator, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit a
Participant to satisfy such tax withholding obligation, in whole or in part by
(without limitation) (i) paying cash, (ii) electing to have the Company
withhold otherwise deliverable Shares having a Fair Market Value equal to the
minimum statutory amount required to be withheld, (iii) delivering to the
Company already-owned Shares having a Fair Market Value equal to the statutory
amount required to be withheld, provided the delivery of such Shares will not
result in any adverse accounting consequences, as the Administrator determines
in its sole discretion, or (iv) selling a sufficient number of Shares
otherwise deliverable to the Participant through such means as the Administrator
may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld.  The amount of the
withholding requirement will be deemed to include any amount which the
Administrator agrees may be withheld at the time the election is made, not to
exceed the amount determined by using the maximum federal, state or local
marginal income tax rates applicable to the Participant with respect to the
Award on the date that the amount of tax to be withheld is to be
determined.  The Fair Market Value of the Shares to be withheld or
delivered will be determined as of the date that the taxes are required to be
withheld.

     

    
      
        
        

      

      
        - 14
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    15.           No Effect on Employment or
Service.  Neither the Plan nor any Award will confer upon a
Participant any right with respect to continuing the Participant’s relationship
as a Service Provider with the Company, nor will they interfere in any way with
the Participant’s right or the Company’s right to terminate such relationship at
any time, with or without cause, to the extent permitted by Applicable
Laws.

    


    16.           Date of
Grant.  The date of grant of an Award will be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the
Administrator.  Notice of the determination will be provided to each
Participant within a reasonable time after the date of such grant.

    


    17.           Term of
Plan.  Subject to Section 21 of the Plan, the Plan will become
effective upon its adoption by the Board.  Unless sooner terminated
under Section 18, it will continue in effect for a term of ten (10) years from
the later of (a) the effective date of the Plan, or (b) the earlier of the most
recent Board or stockholder approval of an increase in the number of Shares
reserved for issuance under the Plan.

    


    18.           Amendment and Termination of
the Plan.

    


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

    


    (b)           Stockholder
Approval.  The Company will obtain stockholder 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 will impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which
agreement must be in writing and signed by the Participant and the
Company.  Termination of the Plan will not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.

    


    19.           Conditions Upon Issuance of
Shares.

    


    (a)           Legal
Compliance.  Shares will not be issued pursuant to the exercise
of an Award unless the exercise of such Award and the issuance and delivery of
such Shares will comply with Applicable Laws and will 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 Award,
the Company may require the person exercising such Award 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.

     

    
      
        
        

      

      
        - 15
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    20.           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, will relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority will not have
been obtained.

    


    21.           Stockholder
Approval.  The Plan will be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted by the Board.  Such stockholder approval will be obtained in
the manner and to the degree required under Applicable Laws.

    


    22.           Information to
Participants.  Beginning on the earlier of (i) the date that the aggregate number
of Participants under this Plan is five hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1)
under the Exchange Act and (ii) the date that the Company is required to deliver
information to Participants pursuant to Rule 701 under the Securities
Act, and until such time as the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, is no longer relying on the exemption provided
by Rule 12h-1(f)(1) under the Exchange Act or is
no longer required to deliver information to Participants pursuant to Rule 701
under the Securities Act, the Company shall provide to each Participant
the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under
the Securities Act not less frequently than every six (6) months with the
financial statements being not more than 180 days old and with such information
provided either by physical or electronic delivery to the Participants or by
written notice to the Participants of the availability of the information on an
Internet site that may be password-protected and of any password needed to
access the information.  The Company may request that Participants
agree to keep the information to be provided pursuant to this section
confidential.  If a Participant does not agree to keep the information
to be provided pursuant to this section confidential, then the Company will not
be required to provide the information unless
otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule
701 of the Securities Act.

    


    
      
        
        

      

      
        - 16
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    CORNERSTONE
ONDEMAND, INC.

    


    2009
EQUITY INCENTIVE PLAN

    


    STOCK
OPTION AGREEMENT

    


    


    Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan
(the “Plan”) shall have the same defined meanings in this Stock Option Agreement
(the “Option Agreement”).

    


    1.            NOTICE OF STOCK OPTION
GRANT

    


    Name:

    


    Address:

    


    The
undersigned Participant 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 (3) months after Participant ceases to be
a Service Provider, unless such termination is due to Participant’s death or
Disability, in which case this Option shall be exercisable for twelve (12)
months after Participant ceases to be a Service
Provider.  Notwithstanding the foregoing sentence, in no event may
this Option be exercised after the Term/Expiration Date as provided above and
this Option may be subject to earlier termination as provided in Section 13(c)
of the Plan.

    


    2.           AGREEMENT

    


    2.1           Grant of
Option.  The Administrator of the Company hereby grants to the
Participant named in the Notice of Stock Option Grant in Part I of this
Agreement (“Participant”), an option (the “Option”) to purchase the number of
Shares set forth in the Notice of Stock Option Grant, at the exercise price per
Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and
subject to the terms and conditions of the Plan, which is incorporated herein by
reference.  Subject to Section 18(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 Stock Option 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”).  Further, if for
any reason this Option (or portion thereof) shall not qualify as an ISO, then,
to the extent of such nonqualification, such Option (or portion thereof) shall
be regarded as a NSO granted under the Plan.  In no event shall the
Administrator, the Company or any Parent or Subsidiary or any of their
respective employees or directors have any liability to Participant (or any
other person) due to the failure of the Option to qualify for any reason as an
ISO.

    


    2.2           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 Stock Option 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”) or in a manner and pursuant to such procedures as the
Administrator may determine, 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, together with any
applicable tax withholding.  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, together with any applicable tax
withholding.

    


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

     

    
      
        
        

      

      
        - 2 -

        
          

        

      

      
        
        

      

    

     

    2.3           Participant’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, Participant 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.

    


    2.4           Lock-Up
Period.  Participant hereby agrees that Participant shall not
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Common Stock (or other securities) of the Company or enter into any swap,
hedging or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Common Stock (or other
securities) of the Company held by Participant (other than those included in the
registration) for a period specified by the representative of the underwriters
of Common Stock (or other securities) of the Company not to exceed one hundred
and eighty (180) days following the effective date of any registration statement
of the Company filed under the Securities Act (or such other period as may be
requested by the Company or the underwriters to accommodate regulatory
restrictions on (i) the publication or other distribution of research
reports and (ii) analyst recommendations and opinions, including, but not
limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE
Rule 472(f)(4), or any successor provisions or amendments
thereto).

    


    Participant
agrees to execute and deliver such other agreements as may be reasonably
requested by the Company or the underwriter which are consistent with the
foregoing or which are necessary to give further effect thereto.  In
addition, if requested by the Company or the representative of the underwriters
of Common Stock (or other securities) of the Company, Participant shall provide,
within ten (10) days of such request, such information as may be required by the
Company or such representative in connection with the completion of any public
offering of the Company’s securities pursuant to a registration statement filed
under the Securities Act.  The obligations described in this Section 4
shall not apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or
a registration relating solely to a Commission Rule 145 transaction on Form S-4
or similar forms that may be promulgated in the future.  The Company
may impose stop-transfer instructions with respect to the shares of Common Stock
(or other securities) subject to the foregoing restriction until the end of said
one hundred and eighty (180) day (or other) period.  Participant
agrees that any transferee of the Option or shares acquired pursuant to the
Option shall be bound by this Section 4.

    


    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
Participant:

    


    (a)           cash;

    


    (b)           check;

     

    
      
        
        

      

      
        - 3 -

        
          

        

      

      
        
        

      

    

     

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

    


    (d)           surrender
of other Shares which (i) shall be valued at its Fair Market Value on the date
of exercise, and (ii) must be owned free and clear of any liens, claims,
encumbrances or security interests, if accepting such Shares, in the sole
discretion of the Administrator, shall not result in any adverse accounting
consequences to the Company.

    


    2.6           Restrictions on
Exercise.  This Option may not be exercised until such time as
the Plan has been approved by the stockholders 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.

    


    2.7           Non-Transferability of
Option.

    


    (a)           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
Participant only by Participant.  The terms of the Plan and this
Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of Participant.

    


    (b)           Further,
until the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, or after the Administrator determines that it is,
will, or may no longer be relying upon the exemption from registration of
Options under the Exchange Act as set forth in Rule 12h-1(f) promulgated under
the Exchange Act (the “Reliance End Date”), Participant shall not transfer this
Option or, prior to exercise, the Shares subject to this Option, in any manner
other than (i) to persons who are “family members” (as defined in Rule 701(c)(3)
of the Securities Act of 1933, as amended) through gifts or domestic relations
orders, or (ii) to an executor or guardian of Participant upon the death or
disability of Participant.  Until the Reliance End Date, the Options
and, prior to exercise, the Shares subject to this Option, may not be pledged,
hypothecated or otherwise transferred or disposed of, including by entering into
any short position, any “put equivalent position” or any “call equivalent
position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act,
respectively), other than as permitted in clauses (i) and (ii) of this
paragraph.

    


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

    


    2.9           Tax
Obligations.

    


    (a)           Tax
Withholding.  Participant agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or
retaining Participant) for the satisfaction of all Federal, state, local and
foreign income and employment tax withholding requirements applicable to the
Option exercise.  Participant acknowledges and agrees that the Company
may refuse to honor the exercise and refuse to deliver the Shares if such
withholding amounts are not delivered at the time of exercise.

    


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

     

    
      
        
        

      

      
        - 4 -

        
          

        

      

      
        
        

      

    

     

    (c)           Code Section
409A.  Under Code Section 409A, an Option that vests after
December 31, 2004 (or that vested on or prior to such date but which was
materially modified after October 3, 2004) that was granted with a per Share
exercise price that is determined by the Internal Revenue Service (the “IRS”) to
be less than the Fair Market Value of a Share on the date of grant (a “discount
option”) may be considered “deferred compensation.”  An Option that is
a “discount option” may result in (i) income recognition by Participant prior to
the exercise of the Option, (ii) an additional twenty percent (20%) federal
income tax, and (iii) potential penalty and interest charges.  The
“discount option” may also result in additional state income, penalty and
interest tax to the Participant.  Participant acknowledges that the
Company cannot and has not guaranteed that the IRS will agree that the per Share
exercise price of this Option equals or exceeds the Fair Market Value of a Share
on the date of grant in a later examination.  Participant agrees that
if the IRS determines that the Option was granted with a per Share exercise
price that was less than the Fair Market Value of a Share on the date of grant,
Participant shall be solely responsible for Participant’s costs related to such
a determination.

    


    2.10           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
Participant with respect to the subject matter hereof, and may not be modified
adversely to the Participant’s interest except by means of a writing signed by
the Company and Participant.  This Agreement is governed by the
internal substantive laws but not the choice of law rules of
California.

    


    2.11           No Guarantee of Continued
Service.  PARTICIPANT 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 (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT 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
PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

     

    
      
        
        

      

      
        - 5 -

        
          

        

      

      
        
        

      

    

    
 

    Participant
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.  Participant 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.  Participant 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.  Participant further agrees to notify the Company upon any
change in the residence address indicated below.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          PARTICIPANT

                                        	 	
                                          CORNERSTONE
      ONDEMAND, INC.

                                        
	 	 	 
	 
      	 	 
      
	
                                          Signature

                                        	 	
                                          By

                                        
	
                                           

                                        	 	 
      
	 
      	 	 
      
	 
      	 	
                                           

                                        
	
                                          Print
      Name

                                        	 	
                                          Print
      Name  

                                        
	 
      	 	 
      
	 
      	 	 
      
	
                                           

                                        	 	
                                          Title

                                        
	 	 	 
	 	 	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Residence
Address

    


    
      
        
        

      

      
        - 6 -

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    2009
EQUITY INCENTIVE PLAN

    


    EXERCISE
NOTICE

    


    


    Cornerstone
OnDemand, Inc.

    1601
Cloverfield Blvd., Suite 620

    Santa
Monica, CA 90404

    


    Attention:
Secretary

    


    1.           Exercise of
Option.  Effective as of today, ________________, ____, the
undersigned (“Participant”) hereby elects to exercise Participant’s option (the
“Option”) to purchase ________________ shares of the Common Stock (the
“Shares”) of Cornerstone OnDemand, Inc. (the “Company”) under and pursuant to
the 2009 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated
______________, _____ (the “Option Agreement”).

    


    2.           Delivery of
Payment.  Participant herewith delivers to the Company the full
purchase price of the Shares, as set forth in the Option Agreement, and any and
all withholding taxes due in connection with the exercise of the
Option.

    


    3.           Representations of
Participant.  Participant acknowledges that Participant 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
Stockholder.  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 stockholder shall exist with respect to the Common Stock
subject to an Award, notwithstanding the exercise of the Option.  The
Shares shall be issued to Participant as soon as practicable after the Option is
exercised in accordance with the Option Agreement.  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 13 of the
Plan.

    


    5.           Company’s Right of First
Refusal.  Before any Shares held by Participant 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 5 (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 5 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 thirty (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 5, 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 one hundred and twenty (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 5 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 5 notwithstanding, the transfer of any or all of the Shares during
the Participant’s lifetime or on the Participant’s death by will or intestacy to
the Participant’s immediate family or a trust for the benefit of the
Participant’s immediate family shall be exempt from the provisions of this
Section 5.  “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 5, and there shall be no further transfer of such Shares except in
accordance with the terms of this Section 5.

    


    (g)           Termination of Right of
First Refusal.  The Right of First Refusal shall terminate as
to any Shares upon the earlier of (i) the first sale of Common Stock of the
Company to the general public, or (ii) a Change in Control in which the
successor corporation has equity securities that are publicly
traded.

     

    
      
        
        

      

      
        - 2 -

        
          

        

      

      
        
        

      

    

     

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

    


    7.           Restrictive Legends and
Stop-Transfer Orders.

    


    (a)           Legends.  Participant
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 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.

            


    

    


    
      	
               
      

            	
              THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
      TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE
      UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN
      AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND
      MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE
      EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE
      MANAGING UNDERWRITER.

            


    

    


    (b)           Stop-Transfer
Notices.  Participant 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.

     

    
      
        
        

      

      
        - 3 -

        
          

        

      

      
        
        

      

    

     

    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 Participant and his or her heirs,
executors, administrators, successors and assigns.

    


    9.           Interpretation.  Any
dispute regarding the interpretation of this Exercise Notice shall be submitted
by Participant 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.  In
the event that any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Exercise
Notice shall continue in full force and effect.

    


    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
Participant with respect to the subject matter hereof, and may not be modified
adversely to the Participant’s interest except by means of a writing signed by
the Company and Participant.

    


    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                  Submitted
      by:

                                                                                  PARTICIPANT

                                                                                	 	
                                                                                  Accepted
      by:

                                                                                  CORNERSTONE
      ONDEMAND, INC.

                                                                                
	 	 	 
	 
      	 	 
      
	
                                                                                  Signature

                                                                                	 	
                                                                                  By

                                                                                
	
                                                                                   

                                                                                	 	 
      
	 
      	 	
                                                                                   

                                                                                
	
                                                                                  Print
      Name

                                                                                	 	
                                                                                  Print
      Name  

                                                                                
	 
      	 	 
      
	 	 	 
	 	 	Title
	 	 	 
	Address:	 	Address:
	 
      	 	 
      
	
                                                                                   

                                                                                	 	
                                                                                   

                                                                                
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date
      Received


                                                                        

                                                                         

                                                                        
                                                                          
                                                                            
                                                                            

                                                                          

                                                                          
                                                                            - 4 -

                                                                            
                                                                              

                                                                            

                                                                          

                                                                          
                                                                            
                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    EXHIBIT
B

    


    INVESTMENT
REPRESENTATION STATEMENT

     

    
      
        	
                PARTICIPANT

              	
                :

              	 
      
	 
      	 
      	 
      
	
                COMPANY

              	
                :

              	
                CORNERSTONE
      ONDEMAND, INC.

              
	 
      	 
      	 
      
	
                SECURITY

              	
                :

              	
                COMMON
      STOCK

              
	 
      	 
      	 
      
	
                AMOUNT

              	
                :

              	 
      
	 
      	 
      	 
      
	
                DATE

              	
                :

              	 
      


      

    

    


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

    


    1.           Participant
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.  Participant is
acquiring these Securities for investment for Participant’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”).

    


    2.           Participant
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 Participant’s
investment intent as expressed herein.  In this connection,
Participant understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if
Participant’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 (1) year or any other
fixed period in the future.  Participant 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.  Participant further acknowledges and understands that the
Company is under no obligation to register the Securities. Participant
understands that the certificate evidencing the Securities shall be imprinted
with any legend required under applicable state securities laws.

    


    3.           Participant
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 Participant, the
exercise shall 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 the applicable conditions specified by
Rule 144, including in the case of affiliates (1) the availability of
certain public information about the Company, (2) the amount of Securities
being sold during any three (3) month period not exceeding specified
limitations, (3) the resale being made in an unsolicited “broker’s
transaction”, transactions directly with a “market maker” or “riskless principal
transactions” (as those terms are defined under the Securities Exchange Act of
1934) 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 may require
(i) the availability of current public information about the Company;
(ii) the resale to occur more than a specified period after the purchase
and full payment (within the meaning of Rule 144) for the Securities; and
(iii) in the case of the sale of Securities by an affiliate, the
satisfaction of the conditions set forth in sections (2), (3) and (4) of
the paragraph immediately above.

    


    4.           Participant
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 shall 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
shall 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.  Participant understands that no assurances can be given that
any such other registration exemption shall be available in such
event.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	
                                  PARTICIPANT

                                
	 	 	 
	 	 	 
	 
      	 
      	
                                  Signature

                                
	 	 	 
	 	 	 
	 
      	 
      	
                                  Print
      Name

                                
	 	 	 
	 	 	 
	 
      	 
      	
                                  Date

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    CORNERSTONE
ONDEMAND, INC.

     

    2009
EQUITY INCENTIVE PLAN

     

    STOCK
OPTION AGREEMENT — EARLY EXERCISE

     

    Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan
(the “Plan”) shall have the same defined meanings in this Stock Option Agreement
– Early Exercise (the “Option Agreement”).

     

    I.
           NOTICE OF STOCK OPTION
GRANT

     

    Name:

     

    Address:

     

    The
undersigned Participant 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]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding the foregoing vesting
schedule and anything contrary in the Plan, upon a Change in Control (as defined
in the Plan), 100% of the remaining unvested Shares subject to the Option shall
immediately become fully vested and exercisable.

     

    Termination
Period:

     

    This
Option shall be exercisable for three (3) months after Participant ceases to be
a Service Provider, unless such termination is due to Participant’s death or
Disability, in which case this Option shall be exercisable for twelve (12)
months after Participant ceases to be a Service
Provider.  Notwithstanding the foregoing sentence, in no event may
this Option be exercised after the Term/Expiration Date as provided above and
this Option may be subject to earlier termination as provided in Section 13(c)
of the Plan.

     

    II.           AGREEMENT

     

    1.           Grant of
Option.  The Administrator of the Company hereby grants to the
Participant named in the Notice of Stock Option Grant in Part I of this
Agreement (“Participant”), an option (the “Option”) to purchase the number of
Shares set forth in the Notice of Stock Option Grant, at the exercise price per
Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and
subject to the terms and conditions of the Plan, which is incorporated herein by
reference.  Subject to Section 18(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 Stock Option 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”).  Further, if for any
reason this Option (or portion thereof) shall not qualify as an ISO, then, to
the extent of such nonqualification, such Option (or portion thereof) shall be
regarded as a NSO granted under the Plan.  In no event shall the
Administrator, the Company or any Parent or Subsidiary or any of their
respective employees or directors have any liability to Participant (or any
other person) due to the failure of the Option to qualify for any reason as an
ISO.

     

    2.           Exercise of
Option.  This Option shall be exercisable during its term in
accordance with the provisions of Section 6 of the Plan as
follows:

     

    (a)           Right to
Exercise.

     

    (i)         Subject
to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be
exercisable cumulatively according to the vesting schedule set forth in the
Notice of Stock Option Grant.  Alternatively, at the election of
Participant, this Option may be exercised in whole or in part at any time as to
Shares that have not yet vested.  Vested Shares shall not be subject
to the Company’s repurchase right (as set forth in the Restricted Stock Purchase
Agreement, attached hereto as Exhibit C-1).

     

    (ii)        As
a condition to exercising this Option for unvested Shares, Participant shall
execute the Restricted Stock Purchase Agreement.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


     (iii)       This
Option may not be exercised for a fraction of a Share.

     

    (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”) or in a manner and pursuant to such procedures as the
Administrator may determine, which shall state the election to exercise the
Option, the number of Shares with respect to which the Option is being exercised
(the “Exercised Shares”), 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, together
with any applicable tax withholding.  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, together with any applicable tax
withholding.

     

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

     

    3.           Participant’s
Representations.  In the event the Shares have not been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
at the time this Option is exercised, Participant 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.  Participant hereby agrees that Participant shall not
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Common Stock (or other securities) of the Company or enter into any swap,
hedging or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Common Stock (or other
securities) of the Company held by Participant (other than those included in the
registration) for a period specified by the representative of the underwriters
of Common Stock (or other securities) of the Company not to exceed one hundred
and eighty (180) days following the effective date of any registration statement
of the Company filed under the Securities Act (or such other period as may be
requested by the Company or the underwriters to accommodate regulatory
restrictions on (i) the publication or other distribution of research
reports and (ii) analyst recommendations and opinions, including, but not
limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE
Rule 472(f)(4), or any successor provisions or amendments
thereto).

     

    Participant
agrees to execute and deliver such other agreements as may be reasonably
requested by the Company or the underwriter which are consistent with the
foregoing or which are necessary to give further effect thereto.  In
addition, if requested by the Company or the representative of the underwriters
of Common Stock (or other securities) of the Company, Participant shall provide,
within ten (10) days of such request, such information as may be required by the
Company or such representative in connection with the completion of any public
offering of the Company’s securities pursuant to a registration statement filed
under the Securities Act.  The obligations described in this Section 4
shall not apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or
a registration relating solely to a Commission Rule 145 transaction on Form S-4
or similar forms that may be promulgated in the future.  The Company
may impose stop-transfer instructions with respect to the shares of Common Stock
(or other securities) subject to the foregoing restriction until the end of said
one hundred and eighty (180) day (or other) period.  Participant
agrees that any transferee of the Option or shares acquired pursuant to the
Option shall be bound by this Section 4.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    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
Participant:

     

    (a)           cash;

     

    (b)           check;

     

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

     

    (d)           surrender of other Shares which
(i) shall be valued at its Fair
Market Value on the date of exercise, and (ii) must be owned free and clear of
any liens, claims, encumbrances or security interests, if accepting such
Shares, in the sole discretion of the Administrator, shall not result in any
adverse accounting consequences to the Company.

     

    6.           Restrictions on
Exercise.  This Option may not be exercised until such time as
the Plan has been approved by the stockholders 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.

     

    (a)           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
Participant only by Participant.  The terms of the Plan and this
Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of Participant.

     

    (b)           Further,
until the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, or after the Administrator determines that it is,
will, or may no longer be relying upon the exemption from registration of
Options under the Exchange Act as set forth in Rule 12h-1(f) promulgated under
the Exchange Act (the “Reliance End Date”), Participant shall not transfer this
Option or, prior to exercise, the Shares subject to this Option, in any manner
other than (i) to persons who are “family members” (as defined in Rule 701(c)(3)
of the Securities Act) through gifts or domestic relations orders, or (ii) to an
executor or guardian of Participant upon the death or disability of
Participant.  Until the Reliance End Date, the Options and, prior to
exercise, the Shares subject to this Option, may not be pledged, hypothecated or
otherwise transferred or disposed of, including by entering into any short
position, any “put equivalent position” or any “call equivalent position” (as
defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively),
other than as permitted in clauses (i) and (ii) of this
paragraph.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


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

     

    9.           Tax
Obligations.

     

    (a)           Tax
Withholding.  Participant agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or
retaining Participant) for the satisfaction of all Federal, state, local and
foreign income and employment tax withholding requirements applicable to the
Option exercise.  Participant acknowledges and agrees that the Company
may refuse to honor the exercise and refuse to deliver the Shares if such
withholding amounts are not delivered at the time of exercise.

     

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

     

    (c)           Code Section
409A.  Under Code Section 409A, an Option that vests after
December 31, 2004 (or that vested on or prior to such date but which was
materially modified after October 3, 2004) that was granted with a per Share
exercise price that is determined by the Internal Revenue Service (the “IRS”) to
be less than the Fair Market Value of a Share on the date of grant (a “discount
option”) may be considered “deferred compensation.”  An Option that is
a “discount option” may result in (i) income recognition by Participant prior to
the exercise of the Option, (ii) an additional twenty percent (20%) federal
income tax, and (iii) potential penalty and interest charges.  The
“discount option” may also result in additional state income, penalty and
interest tax to the Participant.  Participant acknowledges that the
Company cannot and has not guaranteed that the IRS will agree that the per Share
exercise price of this Option equals or exceeds the Fair Market Value of a Share
on the date of grant in a later examination.  Participant agrees that
if the IRS determines that the Option was granted with a per Share exercise
price that was less than the Fair Market Value of a Share on the date of grant,
Participant shall be solely responsible for Participant’s costs related to such
a determination.

     

    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
Participant with respect to the subject matter hereof, and may not be modified
adversely to the Participant’s interest except by means of a writing signed by
the Company and Participant.  This Option Agreement is governed by the
internal substantive laws but not the choice of law rules of
California.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    11.         No Guarantee of Continued
Service.  PARTICIPANT 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 (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER.  PARTICIPANT
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 PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR
THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE
PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE.

     

    Participant
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.  Participant 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.  Participant 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.  Participant further agrees to notify the Company upon any
change in the residence address indicated below.

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  PARTICIPANT

                                                	 	
                                                  CORNERSTONE
      ONDEMAND, INC.

                                                
	 	 	 
	 
      	 	 
      
	
                                                  Signature

                                                	 	
                                                  By

                                                
	 
      	 	 
      
	 
      	 	
                                                   

                                                
	
                                                  Print
      Name

                                                	 	
                                                  Print
      Name  

                                                
	 
      	 	 
      
	 
      	 	 
      
	 	 	Title
	 	 	 
	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      Residence
Address

    


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    2009
EQUITY INCENTIVE PLAN

     

    EXERCISE
NOTICE

     

    Cornerstone
OnDemand, Inc.

    1601
Cloverfield Blvd., Suite 620

    Santa
Monica, CA 90404

    


    Attention:
Secretary

     

    1.           Exercise of
Option.  Effective as of today, ________________, ____, the
undersigned (“Participant”) hereby elects to exercise Participant’s option (the
“Option”) to purchase ________________ shares of the Common Stock (the
“Shares”) of Cornerstone OnDemand, Inc. (the “Company”) under and pursuant to
the 2009 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement –
Early Exercise dated ______________, _____ (the “Option
Agreement”).

     

    2.           Delivery of
Payment.  Participant herewith delivers to the Company the full
purchase price of the Shares, as set forth in the Option Agreement, and any and
all withholding taxes due in connection with the exercise of the
Option.

     

    3.           Representations of
Participant.  Participant acknowledges that Participant 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
Stockholder.  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 stockholder shall exist with respect to the Common Stock
subject to an Award, notwithstanding the exercise of the Option.  The
Shares shall be issued to Participant as soon as practicable after the Option is
exercised in accordance with the Option Agreement.  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 13 of the
Plan.

     

    5.           Company’s Right of First
Refusal.  Before any Shares held by Participant 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 5 (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 5 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 thirty (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 5, 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 one hundred and twenty (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 5 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
5 notwithstanding, the transfer of any or all of the Shares during the
Participant’s lifetime or on the Participant’s death by will or intestacy to the
Participant’s immediate family or a trust for the benefit of the Participant’s
immediate family shall be exempt from the provisions of this Section
5.  “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 5, and there shall be no
further transfer of such Shares except in accordance with the terms of this
Section 5.

     

    (g)           Termination of Right of
First Refusal.  The Right of First Refusal shall terminate as
to any Shares upon the earlier of (i) the first sale of Common Stock of the
Company to the general public, or (ii) a Change in Control in which the
successor corporation has equity securities that are publicly
traded.

     

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


    
      
         


      

      
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    7.           Restrictive Legends and
Stop-Transfer Orders.

     

    (a)           Legends.  Participant
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 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.

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER
FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC
OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE
ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE
CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

     

    (b)           Stop-Transfer
Notices.  Participant 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.


    
      
         


      

      
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    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 Participant and his or her heirs,
executors, administrators, successors and assigns.

     

    9.           Interpretation.  Any
dispute regarding the interpretation of this Exercise Notice shall be submitted
by Participant 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.  In
the event that any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Exercise
Notice shall continue in full force and effect.

     

    11.         Entire
Agreement.  The Plan and Option Agreement are incorporated
herein by reference.  This Exercise Notice, the Plan, the Restricted
Stock Purchase Agreement, 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 Participant with respect to the subject matter
hereof, and may not be modified adversely to the Participant’s interest except
by means of a writing signed by the Company and Participant.

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    	
                                                                                            Submitted
      by:

                                                                                            PARTICIPANT

                                                                                          	 	
                                                                                            Accepted
      by:

                                                                                            CORNERSTONE
      ONDEMAND, INC.

                                                                                          
	 	 	 
	 
      	 	 
      
	
                                                                                            Signature

                                                                                          	 	
                                                                                            By

                                                                                          
	
                                                                                             

                                                                                          	 	 
      
	 
      	 	
                                                                                             

                                                                                          
	
                                                                                            Print
      Name

                                                                                          	 	
                                                                                            Print
      Name

                                                                                          
	 
      	 	 
      
	 	 	 
	 	 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 
      	 	 
      
	
                                                                                             

                                                                                          	 	
                                                                                             

                                                                                          
	 	 	 
	 	 	 
	 	 	 
	 	 	Date
      Received


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    EXHIBIT
B

     

    INVESTMENT
REPRESENTATION STATEMENT

    


    
      
        
          
            
              
                
                  	
                          PARTICIPANT

                        	
                          :

                        	 
      
	 	 	 
	
                          COMPANY

                        	
                          :

                        	
                          CORNERSTONE
      ONDEMAND, INC.

                        
	 	 	 
	
                          SECURITY

                        	
                          :

                        	
                          COMMON
      STOCK

                        
	 	 	 
	
                          AMOUNT

                        	
                          :

                        	 
      
	 	 	 
	
                          DATE

                        	
                          :

                        	 
      


                

              

            

          

        

      

    

     

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

     

    (a)           Participant
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.  Participant is
acquiring these Securities for investment for Participant’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)           Participant
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 Participant’s
investment intent as expressed herein.  In this connection,
Participant understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if
Participant’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 (1) year or any other
fixed period in the future.  Participant 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.  Participant further acknowledges and understands that the
Company is under no obligation to register the
Securities.  Participant understands that the certificate evidencing
the Securities shall be imprinted with any legend required under applicable
state securities laws.

     

    (c)           Participant
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 Participant, the
exercise shall 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 the applicable conditions specified by
Rule 144, including in the case of affiliates (1) the availability of
certain public information about the Company, (2) the amount of Securities
being sold during any three (3) month period not exceeding specified
limitations, (3) the resale being made in an unsolicited “broker’s
transaction”, transactions directly with a “market maker” or “riskless principal
transactions” (as those terms are defined under the Securities Exchange Act of
1934) 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 may require
(i) the availability of current public information about the Company;
(ii) the resale to occur more than a specified period after the purchase
and full payment (within the meaning of Rule 144) for the Securities; and
(iii) in the case of the sale of Securities by an affiliate, the
satisfaction of the conditions set forth in sections (2), (3) and (4) of
the paragraph immediately above.

     

    (d)           Participant
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 shall 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 shall
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.  Participant understands that no assurances can be given that
any such other registration exemption shall be available in such
event.

    


    
      
        
          
            
              
                	
                        PARTICIPANT

                      
	 
      
	 
      
	
                        Signature

                      
	 
      
	 
      
	
                        Print
      Name

                      
	 
      
	 
      
	
                        Date

                      


              

            

          

        

      

    


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    EXHIBIT
C-1

     

    CORNERSTONE
ONDEMAND, INC.

     

    2009
EQUITY INCENTIVE PLAN

     

    RESTRICTED
STOCK PURCHASE AGREEMENT

     

    THIS
RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made between
_____________________________ (the “Purchaser”) and Cornerstone OnDemand, Inc.
(the “Company”) or its assignees of rights hereunder as of __________________,
____.

     

    Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan
shall have the same defined meanings in this Agreement.

     

    RECITALS

     

    A.           Pursuant
to the exercise of the option (grant number ____) granted to Purchaser under the
Plan and pursuant to the Stock Option Agreement – Early Exercise (the “Option
Agreement”) dated _______________, ____ by and between the Company and Purchaser
with respect to such grant (the “Option”), which Plan and Option Agreement are
hereby incorporated by reference, Purchaser has elected to purchase _________ of
those shares of Common Stock which have not become vested under the vesting
schedule set forth in the Option Agreement (“Unvested Shares”).  The
Unvested Shares and the shares subject to the Option Agreement, which have
become vested are sometimes collectively referred to herein as the
“Shares.”

     

    B.           As
required by the Option Agreement, as a condition to Purchaser’s election to
exercise the option, Purchaser must execute this Agreement, which sets forth the
rights and obligations of the parties with respect to Shares acquired upon
exercise of the Option.

     

    1.           Repurchase
Option.

     

    (a)           If
Purchaser’s status as a Service Provider is terminated for any reason, including
for death and Disability, the Company shall have the right and option for ninety
(90) days from such date to purchase from Purchaser, or Purchaser’s personal
representative, as the case may be, all of the Purchaser’s Unvested Shares as of
the date of such termination at the price paid by the Purchaser for such Shares
(the “Repurchase Option”).

     

    (b)           Upon
the occurrence of such termination, the Company may exercise its Repurchase
Option by delivering personally or by registered mail, to Purchaser (or his or
her transferee or legal representative, as the case may be) with a copy to the
escrow agent described in Section 2 below, a notice in writing indicating the
Company’s intention to exercise the Repurchase Option AND, at the Company’s
option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or
legal representative) a check in the amount of the aggregate repurchase price,
or (ii) by the Company canceling an amount of the Purchaser’s indebtedness to
the Company equal to the aggregate repurchase price, or (iii) by a combination
of (i) and (ii) so that the combined payment and cancellation of indebtedness
equals such aggregate repurchase price.  Upon delivery of such notice
and payment of the aggregate repurchase price in any of the ways described
above, the Company shall become the legal and beneficial owner of the Unvested
Shares being repurchased and the rights and interests therein or relating
thereto, and the Company shall have the right to retain and transfer to its own
name the number of Unvested Shares being repurchased by the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Whenever
the Company shall have the right to repurchase Unvested Shares hereunder, the
Company may designate and assign one or more employees, officers, directors or
stockholders of the Company or other persons or organizations to exercise all or
a part of the Company’s Repurchase Option under this Agreement and purchase all
or a part of such Unvested Shares.

     

    (d)           If
the Company does not elect to exercise the Repurchase Option conferred above by
giving the requisite notice within ninety (90) days following the termination,
the Repurchase Option shall terminate.

     

    (e)           The
Repurchase Option shall terminate in accordance with the vesting schedule
contained in Purchaser’s Option Agreement.

     

    2.           Transferability of the
Shares; Escrow.

     

    (a)           Purchaser
hereby authorizes and directs the Secretary of the Company, or such other person
designated by the Company, to transfer the Unvested Shares as to which the
Repurchase Option has been exercised from Purchaser to the Company.

     

    (b)           To
insure the availability for delivery of Purchaser’s Unvested Shares upon
repurchase by the Company pursuant to the Repurchase Option under
Section 1, Purchaser hereby appoints the Secretary, or any other person
designated by the Company as escrow agent (the “Escrow Agent”), as its
attorney-in-fact to sell, assign and transfer unto the Company, such Unvested
Shares, if any, repurchased by the Company pursuant to the Repurchase Option and
shall, upon execution of this Agreement, deliver and deposit with the Escrow
Agent, the share certificates representing the Unvested Shares, together with
the stock assignment duly endorsed in blank, attached hereto as Exhibit
C-2.  The Unvested Shares and stock assignment shall be held by
the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of the
Company and Purchaser attached as Exhibit C-3 hereto,
until the Company exercises its Repurchase Option, until such Unvested Shares
are vested, or until such time as this Agreement no longer is in
effect.  Upon vesting of the Unvested Shares, the Escrow Agent shall
promptly deliver to the Purchaser the certificate or certificates representing
such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the
Escrow Agent shall be discharged of all further obligations hereunder; provided,
however, that the Escrow Agent shall nevertheless retain such certificate or
certificates as Escrow Agent if so required pursuant to other restrictions
imposed pursuant to this Agreement.

     

    (c)           Neither
the Company nor the Escrow Agent shall be liable for any act it may do or omit
to do with respect to holding the Shares in escrow and while acting in good
faith and in the exercise of its judgment.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    (d)           Transfer
or sale of the Shares is subject to restrictions on transfer imposed by any
applicable state and federal securities laws.  Any transferee shall
hold such Shares subject to all the provisions hereof and the Exercise Notice
executed by the Purchaser with respect to any Unvested Shares purchased by
Purchaser and shall acknowledge the same by signing a copy of this
Agreement.

     

    3.           Ownership, Voting Rights,
Duties.  This Agreement shall not affect in any way the
ownership, voting rights or other rights or duties of Purchaser, except as
specifically provided herein.

     

    4.           Legends.  The
share certificate evidencing the Shares issued hereunder shall be endorsed with
the following legend (in addition to any legend required under applicable
federal and state securities laws):

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE
COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.

     

    5.           Adjustment for Stock
Split.  All references to the number of Shares and the purchase
price of the Shares in this Agreement shall be appropriately adjusted to reflect
any stock split, stock dividend or other change in the Shares, which may be made
by the Company pursuant to Section 13 of the Plan after the date of this
Agreement.

     

    6.           Notices.  Notices
required hereunder shall be given in person or by registered mail to the address
of Purchaser shown on the records of the Company, and to the Company at their
respective principal executive offices.

     

    7.           Survival of
Terms.  This Agreement shall apply to and bind Purchaser and
the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, administrators and legal successors.

     

    8.           Section 83(b)
Election.  Purchaser hereby acknowledges that he or she has
been informed that, with respect to the exercise of an Option for Unvested
Shares, an election (the “Election”) may be filed by the Purchaser with the
Internal Revenue Service, within thirty (30) days of the purchase of the
exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed
currently on any difference between the purchase price of the exercised Shares
and their Fair Market Value on the date of purchase.  In the case of a
Nonstatutory Stock Option, this will result in the recognition of taxable income
to the Purchaser on the date of exercise, measured by the excess, if any, of the
Fair Market Value of the exercised Shares, at the time the Option is exercised
over the purchase price for the exercised Shares.  Absent such an
Election, taxable income will be measured and recognized by Purchaser at the
time or times on which the Company’s Repurchase Option lapses.  In the
case of an Incentive Stock Option, such an Election will result in a recognition
of income to the Purchaser for alternative minimum tax purposes on the date of
exercise, measured by the excess, if any, of the Fair Market Value of the
exercised Shares, at the time the option is exercised, over the purchase price
for the exercised Shares.  Absent such an Election, alternative
minimum taxable income will be measured and recognized by Purchaser at the time
or times on which the Company’s Repurchase Option lapses.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    This
discussion is intended only as a summary of the general United States income tax
laws that apply to exercising Options as to Shares that have not yet vested and
is accurate only as of the date this form Agreement was approved by the
Board.  The federal, state and local tax consequences to any
particular taxpayer will depend upon his or her individual
circumstances.  Purchaser is strongly encouraged to seek the advice of
his or her own tax consultants in connection with the purchase of the Shares and
the advisability of filing of the Election under Section 83(b) of the
Code.  A form of Election under Section 83(b) is attached hereto as
Exhibit C-4 for
reference.

     

    PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER
REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S
BEHALF.

     

    9.           Representations.  Purchaser
has reviewed with his or her own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions contemplated by
this Agreement.  Purchaser is relying solely on such advisors and not
on any statements or representations of the Company or any of its
agents.  Purchaser understands that he or she (and not the Company)
shall be responsible for his or her own tax liability that may arise as a result
of this investment or the transactions contemplated by this
Agreement.

     

    10.           Entire Agreement; Governing
Law.  The Plan and Option Agreement are incorporated herein by
reference.  The Plan, the Option Agreement, the Exercise Notice, this
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
Purchaser with respect to the subject matter hereof, and may not be modified
adversely to the Purchaser’s interest except by means of a writing signed by the
Company and Purchaser.  This Agreement is governed by the internal
substantive laws but not the choice of law rules of California.

     

    Purchaser
represents that he or she has read this Agreement and is familiar with its terms
and provisions.  Purchaser hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under this Agreement.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth
above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    PARTICIPANT

                                  	 	
                                    CORNERSTONE
      ONDEMAND, INC.

                                  
	 
      	 	 
      
	 
      	 	 
      
	
                                    Signature

                                  	 	
                                    By

                                  
	 
      	 	 
      
	 	 	 
	
                                    Print
      Name

                                  	 	
                                    Print
      Name

                                  
	 	 	 
	 
      	 	 
      
	 
      	 	
                                    Title

                                  
	 	 	 
	 
      	 	 
      
	

                                    Residence
      Address

                                  	 	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

    Dated:
_________________________________________, ________ 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C-2

     

    ASSIGNMENT
SEPARATE FROM CERTIFICATE

     

    FOR VALUE
RECEIVED I, __________________________, hereby sell, assign and transfer unto
Cornerstone OnDemand, Inc. _____________ shares of the Common Stock of
Cornerstone OnDemand, Inc. standing in my name of the books of said corporation
represented by Certificate No. _____ herewith and do hereby irrevocably
constitute and appoint __________________________ to transfer the said
stock on the books of the within named corporation with full power of
substitution in the premises.

     

    This
Stock Assignment may be used only in accordance with the Restricted Stock
Purchase Agreement between Cornerstone OnDemand, Inc. and the undersigned dated
______________, _____ (the “Agreement”).

    


    
      
        
          	
                  Dated:
      ____________________,____

                	 	
                  Signature:

                	 
      


        

      

    

     

    INSTRUCTIONS:
Please do not fill in any blanks other than the signature line.  The
purpose of this assignment is to enable the Company to exercise its “repurchase
option,” as set forth in the Agreement, without requiring additional signatures
on the part of the Purchaser.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C-3

     

    JOINT
ESCROW INSTRUCTIONS

     

    _________________,
____

     

    Corporate
Secretary

    Cornerstone
OnDemand, Inc.

    1601
Cloverfield Blvd., Suite 620

    Santa
Monica, CA 90404


     

    Dear
_________________:

     

    As Escrow
Agent for both Cornerstone OnDemand, Inc. (the “Company”), and the undersigned
purchaser of stock of the Company (the “Purchaser”), you are hereby authorized
and directed to hold the documents delivered to you pursuant to the terms of
that certain Restricted Stock Purchase Agreement (the “Agreement”) between the
Company and the undersigned, in accordance with the following
instructions:

     

    1.           In
the event the Company and/or any assignee of the Company (referred to
collectively for convenience herein as the “Company”) exercises the Company’s
repurchase option set forth in the Agreement, the Company shall give to
Purchaser and you a written notice specifying the number of shares of stock to
be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company.  Purchaser and the Company hereby
irrevocably authorize and direct you to close the transaction contemplated by
such notice in accordance with the terms of said notice.

     

    2.           At
the closing, you are directed (a) to date the stock assignments necessary
for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver the stock assignments, together with the
certificate evidencing the shares of stock to be transferred, to the Company or
its assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or some combination thereof) for the number of shares of stock
being purchased pursuant to the exercise of the Company’s repurchase
option.

     

    3.           Purchaser
irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement.  Purchaser
does hereby irrevocably constitute and appoint you as Purchaser’s
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities.  Subject to the provisions of this paragraph 3,
Purchaser shall exercise all rights and privileges of a stockholder of the
Company while the stock is held by you.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Upon
written request of the Purchaser, but no more than once per calendar year,
unless the Company’s repurchase option has been exercised, you shall deliver to
Purchaser a certificate or certificates representing so many shares of stock as
are not then subject to the Company’s repurchase option.  Within one
hundred and twenty (120) days after cessation of Purchaser’s continuous
employment by or services to the Company, or any parent or subsidiary of the
Company, you shall deliver to Purchaser a certificate or certificates
representing the aggregate number of shares held or issued pursuant to the
Agreement and not purchased by the Company or its assignees pursuant to exercise
of the Company’s repurchase option.

     

    5.           If
at the time of termination of this escrow you should have in your possession any
documents, securities, or other property belonging to Purchaser, you shall
deliver all of the same to Purchaser and shall be discharged of all further
obligations hereunder.

     

    6.           Your
duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.

     

    7.           You
shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining
from acting on any instrument reasonably believed by you to be genuine and to
have been signed or presented by the proper party or parties.  You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.

     

    8.           You
are hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law and are hereby expressly authorized to comply
with and obey orders, judgments or decrees of any court.  In case you
obey or comply with any such order, judgment or decree, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by
reason of such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction.

     

    9.           You
shall not be liable in any respect on account of the identity, authorities or
rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for
hereunder.

     

    10.         You
shall not be liable for the outlawing of any rights under the Statute of
Limitations with respect to these Joint Escrow Instructions or any documents
deposited with you.

     

    11.         You
shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder,
may rely upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor.

     

    12.         Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to
be an officer or agent of the Company or if you shall resign by written notice
to each party.  In the event of any such termination, the Company
shall appoint a successor Escrow Agent.

     

    13.         If
you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    14.         It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities held by you
hereunder, you are authorized and directed to retain in your possession without
liability to anyone all or any part of said securities until such disputes shall
have been settled either by mutual written agreement of the parties concerned or
by a final order, decree or judgment of a court of competent jurisdiction after
the time for appeal has expired and no appeal has been perfected, but you shall
be under no duty whatsoever to institute or defend any such
proceedings.

     

    15.         Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
(10) days’ advance written notice to each of the other parties
hereto.

     

    16.         By
signing these Joint Escrow Instructions, you become a party hereto only for the
purpose of said Joint Escrow Instructions; you do not become a party to the
Agreement.

     

    17.         This
instrument shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and permitted assigns.

     

    18.         These
Joint Escrow Instructions shall be governed by the internal substantive laws,
but not the choice of law rules, of California.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  PURCHASER

                                                	 	
                                                  CORNERSTONE
      ONDEMAND, INC.

                                                
	 
      	 	 
      
	 
      	 	 
      
	
                                                  Signature

                                                	 	
                                                  By

                                                
	 
      	 	 
      
	 	 	 
	
                                                  Print
      Name

                                                	 	
                                                  Print
      Name

                                                
	 
      	 	 
      
	 	 	 
	 
      	 	
                                                  Title

                                                
	 	 	 
	 	 	 
	
                                                  Residence
      Address

                                                	 	 
      
	 	 	 
	
                                                  ESCROW
      AGENT

                                                	 	 
      
	 	 	 
	 
      	 	 
      
	
                                                  Corporate
      Secretary

                                                	 	 
      
	 
      	 	 
      
	
                                                  Dated:

                                                	 
      	 	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    EXHIBIT
C-4

     

    ELECTION
UNDER SECTION 83(b)

    OF
THE INTERNAL REVENUE CODE OF 1986

     

    The
undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income
or alternative minimum taxable income, as the case may be, for the current
taxable year the amount of any compensation taxable to taxpayer in connection
with taxpayer’s receipt of the property described below.

     

    
      	
              1.

            	
              The
      name, address, taxpayer identification number and taxable year of the
      undersigned are as follows:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 
      	 	
                                                        TAXPAYER

                                                      	 	
                                                        SPOUSE

                                                      	 
	 	 	 	 	 	 
	
                                                        NAME:

                                                      	 	 
      	 	 	 
      	 
	 	 	 	 	 	 	 
	
                                                        ADDRESS:

                                                      	 	 
      	 	 	 
      	 
	 
      	 	 
      	 	 	 
      	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                                                        TAX
      ID NO.:

                                                      	 	 
      	 	 	 
      	 
	 	 	 	 	 	 	 
	
                                                        TAXABLE
      YEAR:

                                                      	 	 
      	 	 	 
      	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              2.

            	
              The
      property with respect to which the election is made is described as
      follows: __________ shares (the “Shares”) of the Common Stock of
      Cornerstone OnDemand, Inc. (the
“Company”).

            


    

     

    
      	
              3.

            	
              The
      date on which the property was transferred is:___________________
      ,______.

            


    

     

    
      	
              4.

            	
              The
      property is subject to the following
  restrictions:

            


    

     

    The
Shares may not be transferred and are subject to forfeiture under the terms of
an agreement between the taxpayer and the Company.  These restrictions
lapse upon the satisfaction of certain conditions contained in such
agreement.

     

    
      	
              5.

            	
              The
      Fair Market Value at the time of transfer, determined without regard to
      any restriction other than a restriction which by its terms shall never
      lapse, of such property
  is:  $_________________.

            


    

     

    
      	
              6.

            	
              The
      amount (if any) paid for such property
      is:  $_________________.

            


    

     

    The
undersigned has submitted a copy of this statement to the person for whom the
services were performed in connection with the undersigned’s receipt of the
above-described property.  The transferee of such property is the
person performing the services in connection with the transfer of said
property.

     

    The undersigned understands
that the foregoing election may not be revoked except with the consent of the
Commissioner.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Dated:

                                	 	, 	 	 	
                                   

                                
	 
      	 	 	 	 	

                                  Taxpayer

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    The
undersigned spouse of taxpayer joins in this election.

     

    
      
        
          	
                  Dated:

                	 	, 	 	 	
                   

                
	 
      	 	 	 	 	

                  

                    Spouse
      of Taxpayer