Unassociated Document


    Exhibit 10.10A

    


    Confidential
Treatment Requested by Cornerstone OnDemand, Inc.

     

    
      
        	
                TO:

              	
                Vincent
      Belliveau, EMEA General Manager

              


      

       

      
        	
                DATE:

              	
                As
      of January 1, 2009

              


      

       

      
        	
                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 and bonus plan
(the “Plan”) attributable to the period of January 1, 2009 through
December 31, 2009 (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 (except for commissions
due under previous years’ commission plans).  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, 2009. 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)

              	
                Annual Quota for Team
      Sales, including Direct Sales, from new clients as well as from
      incremental sales into existing accounts is each and all of
      (i) €[***] in “Software Revenue” and (ii) €[***] in “Service
      Revenue” invoiced and actually received by Cornerstone pursuant to
      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 EMEA General Manager
      (“Manager”) in question (herein considered a “Direct Sale”) or a
      Salesperson under the direct supervision and in the region of the Manager
      (herein considered a “Team Sale”), 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.,
      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
      are expected to follow the official Cornerstone pricing guidelines, which
      are subject to change from time to time at Cornerstone’s sole
      discretion.

              


      

       

      
        	
                2)

              	
                Commissions.

              


      

       

      
        	
              	
                a)

              	
                For
      Team Sales from new clients as well as from incremental sales into
      existing accounts, including Direct
Sales:

              


      

       

      
        	
                 
      

              	
                i)

              	
                For
      the first year of each Approved Contract executed and delivered during the
      Term, the Commission shall be an amount equal
  to:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                [***]
      Percent ([***]%) of Software Revenue, payable reasonably promptly after
      the applicable Software Revenue is invoiced and actually received by the
      Company, plus

              


      

       

      
        	
                 
      

              	
                (2)

              	
                [***]
      Percent ([***]%) of Service Revenue, payable reasonably promptly after the
      applicable Service Revenue is invoiced and actually received by the
      Company.

              


      

       

      
         

        
          	
                  [***]

                	
                  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)

              	
                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 reasonably promptly after the applicable Software Revenue for such
      second year of the Approved Contract is invoiced and actually received by
      the Company.

              


      

       

      
        	
                 
      

              	
                iii)

              	
                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 reasonably promptly 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 or otherwise:
      will be due with respect to years four (4) or beyond of any Approved
      Contract.

              


      

       

      
        	
                 
      

              	
                iv)

              	
                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)(ii) and 2(b)(iii) above, except that the Commission for Software
      Revenue shall be [***] Percent ([***]%) and [***] Percent ([***]%) for
      years two and three respectively.

              


      

       

      
        	
              	
                b)

              	
                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)

              	
                €3,000
      if Team Sales exceed €[***] in Approved Contracts by March 31, 2009;
      and

              


      

       

      
        	
                 
      

              	
                ii)

              	
                €3,000
      if Team Sales exceed €[***] in Approved Contracts by June 30,
      2009.

              


      

       

      
        	
              	
                b)

              	
                In
      addition, Manager shall be eligible for a year-end bonus as
      follows:

              


      

       

      
        	
                 
      

              	
                i)

              	
                €3,000
      if EMEA achieves €[***] in stand-alone Operating Profit (calculated as
      Billings less Expenses) for 2009;
or

              


      

       

      
        	
                 
      

              	
                ii)

              	
                €7,500
      if EMEA achieves €[***] in stand-alone Operating Profit (calculated as
      Billings less Expenses) for 2009.

              


      

       

      
        	
                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 Manager 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 Manager 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 Manager,
      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: Vincent
      Belliveau

                        
	 	 
	 	 
	
                          By:
      ___________________________

                        	
                          

                            By:
      ___________________________

                          

                        
	
                          Name:  Adam
      Miller

                        	 
      
	
                          Title:  CEO

                        	 
      
	 	 
	
                          Date: __________________________

                        	
                          

                            Date: __________________________

                          

                        


                

                
                  
                     

                     

                    
                      	
                              [***]

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