February
3, 2008
 
 
 Charles
Altomare
 [Home
Address]
 
 
 Dear
Charles,
 
 It
gives me great pleasure to confirm that the Compensation Committee of the Board
of Directors has recommended to the full Board an offer to you of employment
with Chordiant Software, Inc as Vice President World Wide Engineering, with the
elements of cash and equity compensation set forth in this letter, reporting
directly to Steven R. Springsteel, Chairman, President and CEO. Subject to
confirmation by the Board, the terms of this employment are detailed as
follows:
 
 Your
annual salary will be $260,000.00 less payroll deductions and all required
withholdings, and will be payable bi-monthly in increments of $10,833.33 on the
fifteenth and last day of each month. You will have a total bonus target equal
to 50% of your base salary at 100% attainment of all objectives under
Chordiant’s 2008 Executive Incentive Bonus Program. Chordiant will have the sole
discretion to determine if you have earned this bonus and, the amount of bonus.
You must be employed by Chordiant on the date such bonuses are paid in order to
earn any bonus
 
 Subject
to Board approval, you will be granted an option to purchase 60,000 shares of
the Company’s common stock.  The option shall have an exercise price
equal to the fair market value on the date of grant, and shall be governed in
all respects by the terms of the plan documents and the option agreement between
you and the company.
  Subject
to Board approval, you will be granted an award under our 2008-2009 Performance
Share Unit Program (the "PSUP") covering 10,000 shares of Common Stock at target
performance levels and 15,000 shares at maximum performance levels. This award
is a performance-based restricted stock unit award and is granted subject to the
terms of the PSUP and the Company's 2005 Equity Incentive Plan.   The
number of shares under the award that you actually earn and become vested in
will be determined shortly after the close of the Company's 2009 fiscal year,
based on the Company's achievement of the performance metrics determined under
the PSUP and subject to your continued service to the Company through the date
on which the Compensation Committee certifies whether the performance metrics
have been met.
  As
an executive of the Company, you will participate in the Change in Control
program as revised and approved by Chordiant's Board of Directors.
 
 You
will be eligible for Chordiant Software’s Employee Benefits program, which
includes among others, participation in our 401(k) Plan, and the company Group
Medical, Dental, and Disability Insurance Programs.  Chordiant may
change compensation and benefits from time to time in its
discretion.
 
 You
will be expected to sign and comply with a proprietary information and
non-disclosure agreement which requires among other provisions, the assignment
of patent rights to any invention made during your employment at Chordiant
Software and nondisclosure of proprietary information. You also will be expected
to abide by the Company’s standard policies and procedures, and acknowledge in
writing that you have read and will comply with the Company’s Employee
Handbook.
 
 This
offer is contingent upon a successful background check, successful reference
checks, and your submission of an I-9 form and satisfactory documentation and
identification supporting your right to work in the United
States.  These must be provided on your first day of
employment.  Please bring these with you on your first
day.
 
 Employment
with Chordiant Software is considered employment “at will” and may be terminated
by you or Chordiant Software at any time with or without cause, and with or
without advance notice.  Your employment at-will status can only be
modified in a written agreement signed by you and by a duly authorized officer
of the Company. The Company may change your position, duties, and work location
from time to time in its discretion.
 
 As
part of your duties for Chordiant, you may be assigned to work onsite with a
Chordiant customer.  Some of these customers have additional
requirements that they impose upon individuals who work onsite at their
business.  If you are assigned to work with such a customer, you will
be given notice of the customer’s additional requirements and will be asked to
consent to these requirements.
 
 This
letter, together with your proprietary information and non-disclosure agreement,
forms the complete and exclusive statement of your employment agreement with the
Company.  The terms in this letter supersede any other agreements or
promises made to you by anyone, whether oral or written.  This letter
agreement cannot be changed except in a written agreement signed by you and a
duly authorized officer of the Company.
 
 This
offer is valid through February 8, 2008. Please sign below to indicate your
acceptance of this offer and return by fax to Human Resources at 408 517-6176
(fax).  Please send an original signed copy in the pre-addressed
enclosed envelope. Details regarding orientation will be mailed to you prior to
your start date. Orientation is held at 10:00 PST on your start date or you can
arrange with your manager to attend orientation in one of Chordiant’s remote
offices.
  
 Sincerely,
 
 /s/
Jack Landers
 
 
 Jack
Landers
 Vice
President, Human Resources
 
 
 
 Accepted:
/s/ Charles
Altomare                                                      
Date Signed: 2-2-08                                           Monday
Start Date:  2-25-08