Unassociated Document


     

    
      Exhibit 10.9B

      


      Confidential
Treatment Requested by Cornerstone OnDemand, Inc.

       

       

    

    
      
        
          
            
              
                	
                        TO:

                      	
                        Dave
      Carter, VP Sales

                      
	 	 
	
                        DATE:

                      	
                        As
      of January 1, 2010

                      
	 	 
	
                        FROM:

                      	
                        Adam
      Miller, as CEO on behalf of Cornerstone OnDemand, Inc.
      (“Cornerstone”)

                      
	 	 
	
                        SUBJECT:

                      	
                        Commission
      Plan

                      


              

            

          

        

         

      

      The
following sets forth the terms and conditions of your commission plan (the
“Plan”) attributable to the period of January 1, 2010 through
December 31, 2010 (the “Term”).  This Plan supersedes any prior
written or verbal discussions, agreements or understandings with respect to the
bonuses, commissions and similar items of compensation.  This Plan
does not automatically renew at the end of the Term, and is only valid for the
Term.  The effective date of this plan is January 1, 2010. This plan
may only be modified with the prior written approval of Cornerstone’s
CEO.  All calculations and determinations with respect to this Plan
shall be made by Cornerstone in its sole discretion, and shall be
final.

       

      
        
          	
                  1) 

                	
                   Quota for Team Sales is
      each and all of (i) [***] in “Software Revenue” and (ii) $[***]
      in “Service Revenue” as evidenced by Approved Contracts executed and
      delivered during the Term (with time being of the
  essence).

                


        

      

       

      
        
          	
                	
                  a) 

                	
                   “Approved
      Contract” means a written agreement with approved pricing between
      Cornerstone and a customer with respect to the licensing by such customer
      of Cornerstone OnDemand, as procured primarily by the Sales Manager
      (“Manager”) or a Salesperson (“Salesperson”) that is a member of Manager’s
      team and duly executed on behalf of Cornerstone by its
  CEO.

                


        

      

       

      
        
          	
                	
                  b) 

                	
                   “Software
      Revenues” means, as the case may be, and without duplication of
      clause 1(c) below, for the applicable year of the Approved Contract,
      the monthly user fee set forth in the applicable Approved Contract
      multiplied by the minimum number of monthly users set forth in such
      Approved Contract multiplied by 12 months, or if there is no minimum
      monthly user fee, then the minimum annual fee (for the applicable year of
      such Approved Contract) attributable to the licensing of Cornerstone
      OnDemand Software Modules.

                


        

      

       

      
        
          	
                	
                  c) 

                	
                   “Service
      Revenue” means, without duplication of clause 1(b) above, revenue to
      Cornerstone attributable to the provision of professional services (i.e.,
      implementation services, business consulting, technical consulting and
      educational services) by Cornerstone to the client in the applicable
      Approved Contract, provided that the associated statement of work
      providing for such Service Revenue is executed and delivered
      contemporaneously with the Approved Contract to which such statement of
      work is a part thereof.

                


        

      

       

      
        
          	
                	
                  d) 

                	
                   Nothing
      in this document obligates Cornerstone to enter into any Approved
      Contracts or other agreements with any customer or
    otherwise.

                


        

      

       

      
        
          	
                	
                  e) 

                	
                   Salespersons
      and Managers are expected to follow the official Cornerstone pricing
      guidelines, which are subject to change from time to time at Cornerstone’s
      sole discretion.

                


        

      

       

      
        
          	
                	
                  f) 

                	
                   Salespersons
      and Managers are required to follow, and Commissions will be affected by,
      the official Cornerstone Teaming and Territory Rules, which are subject to
      change from time to time at Cornerstone’s sole
      discretion.  Current Teaming and Territory Rules may be found
      at:

                


        

      

       

      
        
          	
                	
                   

                	
                  https://[location of electronic file
      omitted].

                


        

      

       

      
        
          	
                  2) 

                	
                   Commissions.

                


        

      

       

      
        
          	
                	
                  a) 

                	
                   For
      Team Sales during the first year of each Approved Contract executed and
      delivered during the Term, subject to Teaming and Territory Rules, the
      Commission shall be an amount equal
to;

                


        

      

       

      
        
          	
                	
                  i) 

                	
                   [***]
      Percent ([***]%) of Software Revenue, payable concurrent with the last day
      of the month payroll processing for any account where the applicable
      Software Revenue is invoiced and actually received by the Company on or
      before the 20th
      of the month, plus

                


        

      

       

      
         

        
          	
                  [***] 
      

                	
                  Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Confidential
Treatment Requested by Cornerstone OnDemand, Inc.

         

      

      
        
          	
                	
                  ii) 

                	
                   [***]
      Percent ([***]%) of Service Revenue, payable concurrent with the last day
      of the month payroll processing for any account where applicable Services
      Revenue is invoiced and actually received by the Company on or before the
      20th
      of the month.

                


        

      

       

      
        
          	
                	
                  iii) 

                	
                   Should
      the software payment terms negotiated result in something less than full
      payment, the commissions will be paid in accordance with the above as long
      as the initial payments exceed 25% of the total contract value for
      combined software and
services.

                


        

      

       

      
        
          	
                	
                  b) 

                	
                   For
      the second year of each Approved Contract that has a least a two-year firm
      term and that is executed and delivered during the Term, the Commission
      for Software Revenue shall be [***] Percent ([***]%) it being understood
      that there will be no Commissions attributable to Service Revenue beyond
      the first year of each Approved Contract.  Payment of the
      Software Revenue Commission for the second year of the term shall be
      payable in accordance with 2(a)(i) above after the applicable Software
      Revenue for such second year of the Approved Contract is invoiced and
      actually received by the
Company.

                


        

      

       

      
        
          	
                	
                  c) 

                	
                   For
      the third year of each Approved Contract that has a least a three-year
      firm term and that is executed and delivered during the Term, the
      Commission shall be [***] Percent ([***]%) of Software Revenues for such
      year, it being understood that there will be no Commissions attributable
      to Service Revenue beyond the first year of each Approved
      Contract.  Payment of the Software Revenue Commission for the
      third year of the term shall be payable in accordance with 2(a)i above
      after the applicable Software Revenue for such third year of the Approved
      Contract is invoiced and actually received by the Company.  No
      Commissions, whether for Software Revenue, Service Revenue, Deployment
      Revenue or otherwise: will be due with respect to years four (4) or beyond
      of any Approved Contract.

                


        

      

       

      
        
          	
                	
                  d) 

                	
                   To
      the extent an Approved Contract is less than three years in term and is
      renewed, then it shall be treated as a multi-year contract in accordance
      with 2(b) and 2(c) above, except that the Commission for Software Revenue
      shall be [***] Percent ([***]%) and [***] Percent ([***]%) for years two
      and three respectively.

                


        

      

       

      
        
          	
                	
                  e) 

                	
                   In
      the event that the manager meets his Quota with respect to each and all of
      Software Revenue and Service Revenue, then, for any amount above said
      quota and derived from Approved Contracts executed prior to expiration of
      the Term, the Commissions for each of Software Revenue and Service Revenue
      for the first year of the term of the Approved Contract in question shall
      be increased to [***] Percent ([***]%) and [***] percent ([***]%),
      respectively.

                


        

      

       

      
        
          	
                  3) 

                	
                   Bonus

                


        

      

       

      
        
          	
                	
                  a) 

                	
                   The
      Manager shall be eligible for a quarterly bonus as
  follows:

                


        

      

       

      
        
          	
                	
                  i) 

                	
                   $5,000
      if Team Sales exceed $[***] in Approved Contracts by March 31,
      2010;

                


        

      

       

      
        
          	
                	
                  ii) 

                	
                   $15,000
      if Team Sales exceed $[***] in Approved Contracts by June 30,
      2010;

                


        

      

       

      
        
          	
                	
                  iii) 

                	
                   $5,000
      if Team Sales exceed $[***] in Approved Contracts by September 30,
      2010; and

                


        

      

       

      
        
          	
                	
                  iv) 

                	
                   $5,000
      if Team Sales exceed $[***] in Approved Contracts by December 31,
      2010.

                


        

      

       

      
        
          	
                  4) 

                	
                   Early
      Terminations of Approved
Contracts.

                


        

      

       

      
        
          	
                	
                  a) 

                	
                   In
      the event of an early termination of an Approved Contract,1

                


        

      

       

      
        
          	
                	
                  i) 

                	
                   Manager
      shall owe Cornerstone a pro-rated portion (calculated on the basis of a
      365-day year) of the Commission actually paid for such year with respect
      to such Approved Contract,
and

                


        

      

       

      
        
          	
                	
                  ii) 

                	
                   Cornerstone
      shall not owe Manager any Commissions or other compensation not yet paid
      to Manager with respect to such Approved
  Contract.

                


        

      

      ___________________

      1 For
example, if there is an early termination of an Approved Contract (which had a
three-year term) upon the six month anniversary of its signing,
(a) Salesperson shall owe Cornerstone an amount equal to Fifty Percent
(50%) of each of the Software Revenue Commission and Service Revenue Commission
paid to Salesperson and attributable to the first year of such Approved
Contract, and (b) Cornerstone shall not owe Salesperson any Commissions or
other compensation with respect to the second or third year of the term of such
Approved Contract.

       

      
        
          	
                  [***] 
      

                	
                  Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

                


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Confidential
Treatment Requested by Cornerstone OnDemand, Inc.

         

      

      
        
          	
                	
                  b) 

                	
                   Manager
      hereby expressly agrees that any amounts owed by Salesperson to
      Cornerstone pursuant to Section 4(a)(i) above may be used to offset
      future Commissions or other compensation payable to
    Manager.

                


        

      

       

      
        
          	
                  5) 

                	
                   Termination
      of Employment of Manager.

                


        

      

       

      
        
          	
                	
                  a) 

                	
                   Nothing
      contained in this document shall in any way limit or interfere with the
      “at-will” nature of the employment relationship between Cornerstone and
      Manager.

                


        

      

       

      
        
          	
                	
                  b) 

                	
                   In
      the event that Manager terminates his/her employment with Cornerstone, or
      Cornerstone terminates Manager’s employment for “Cause” (as hereinafter
      defined), Cornerstone shall owe no Commissions, Bonus or other
      compensation to Salesperson that has not already been paid to Manager
      (other than salary and vacation pay, in each case accrued through the date
      of termination).

                


        

      

       

      
        
          	
                	
                  c) 

                	
                   As
      used herein, the term “Cause”
means:

                


        

      

       

      
        
          	
                	
                  i) 

                	
                   the
      failure of the Manager to substantially perform his duties to the Company
      (including, without limitation, meeting his/her Quota or being on
      reasonable track to meet such Quota), other than a failure resulting from
      the Manager’s physical or mental illness or impairment, which is not cured
      within ten (10) days of the delivery to the Manager of written notice
      thereof by Cornerstone;

                


        

      

       

      
        
          	
                	
                  ii) 

                	
                   an
      act or omission by Manager which constitutes gross
    misconduct;

                


        

      

       

      
        
          	
                	
                  iii) 

                	
                   a
      material violation of a federal, state or local law or regulation
      applicable to the business of Cornerstone;
or

                


        

      

       

      
        
          	
                	
                  iv) 

                	
                   a
      breach by Manager of a material term, obligation, covenant, representation
      or warranty in any agreement with Cornerstone or other written
      representation to Cornerstone, which is not cured within ten (10) days of
      the delivery to Manager of written notice thereof by
      Cornerstone.

                


        

      

       

      
        
          	
                	
                  d) 

                	
                   In
      the event that Cornerstone terminates Manager’s employment with
      Cornerstone other than for “Cause”, Cornerstone shall owe no Commissions;
      Bonus or other compensation that has not already been paid to Salesperson,
      other than (i) any Commissions in accordance with Section 2a
      that become due and payable within sixty (60) days after the date of such
      termination, subject to Section 4 above, and (ii) salary and
      vacation pay, in each case accrued through the date of
      termination.  In the event that Cornerstone terminates Manager’s
      employment with Cornerstone other than for “Cause”, and an Approved
      Contract that has been determined by Cornerstone to have been procured
      primarily by Manager is subsequently executed and delivered within thirty
      (30) days after such termination (a “Tailed Approved Contract”), then
      Cornerstone agrees that, notwithstanding such termination, Manager shall
      be paid his/her Commission attributable to the first year of such Tailed
      Approved Contract, subject to all of the other terms and conditions of
      this Plan.

                


        

      

       

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                CORNERSTONE
      ONDEMAND, INC.

                              	 
      	
                                MANAGER: 

                              
	
                                By:

                              	______________________ 
      	 
      	
                                By:

                              	
                                 /s/ David J.
Carter

                              
	 	
                                Name: 
      Adam Miller

                              	 
      	 
      	 
      
	 	
                                Title: CEO

                              	 
      	 
      	 
      
	 	 	 	 	 
	
                                Date: 

                              	______________________ 
      	 
      	
                                 Date:  

                              	4/13/2010


                      

                    

                  

                

              

            

          

        

      

       

      
         

        
          
            	
                    [***] 
      

                  	
                    Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.