April
19, 2006
 
 Frank
J. Florence
 [Home
Address]
 
 
 
 Dear
Frank,
 
 It
gives me great pleasure to offer you employment with Chordiant Software, Inc as
Vice President and Chief Marketing Officer, reporting to Steve Springsteel. The
terms of your employment are detailed as follows:
 
 Your
annual salary will be $260,000.00 less payroll deductions and all required
withholdings, which is paid on the fifteenth and last day of each month. You
will also participate in Chordiant’s Bonus Program, pursuant to the terms of
this Program, with a 40 % targeted payout at 100% achievement of Plan
objectives. Chordiant will have the sole discretion to determine if you have
earned this bonus and, the amount of the 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 100,000 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.
 
 As
a designated Vice President of the Company, you will participate in the Change
in Control program as 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) and Employee Stock Purchase
Plan when eligible, and the company Group Medical, Dental, and Disability
Insurance Programs.  Chordiant may change compensation and benefits
from time to time in its discretion.
 
 As
a Vice President of Chordiant Software you are not eligible for the PTO program
offered to all North America Team Members below the Vice President level. Vice
Presidents are specifically excluded from this program. They do not accrue PTO
time but do enjoy the flexibility of taking time off as the opportunity comes
available and as approved by your manager.
 
 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 April 21, 2005. Please sign below to indicate your
acceptance of this offer and return by fax to Human Resources at 408 517-5058
(fax).  Please send an original signed copy in the pre-addressed
enclosed envelope. We look forward to your attendance for New Hire Orientation
in the Cupertino Corporate Office at 10:00AM on your start date.
 
 
 Sincerely,
 
 /s/
Jack Moyer
 
 Jack
Moyer
 Vice
President, Human Resources
 
 
 Accepted:
/s/  Frank
J.
Florence                                                                
Date Signed: 4-20-06                                           Wednesday
Start Date:  5-3-06