Exhibit
      10.25

    


    November
      20, 2007

    


    Robert
      Youngjohns

    c/o
      Callidus Software Inc.

    160
      West
      Santa Clara St.

    San
      Jose,
      CA 95113

    


    Re:           Confirmation
      of Resignation

    


    Dear
      Robert:

    


    This
      letter agreement memorializes the terms of your change in status with Callidus
      Software Inc. (the “Company”).

     

    Resignation
      of Employment.  Effective November 30, 2007 (the
“Resignation Date”), you have resigned as President and Chief
      Executive Officer of the Company, and from all other positions which you hold
      as
      of such date with the Company, its subsidiaries or its affiliates, other than
      your position as a member of the Company’s Board of Directors.  You
      understand that you will not be eligible for a bonus for the second half of
      fiscal 2007.  You agree that any stock options granted to you prior to
      the date hereof shall cease vesting on the Resignation Date, and that any
      unvested portion of such stock options (as set forth on Schedule I hereto)
      shall
      terminate on the Resignation Date.  Pursuant to the terms of your
      stock options, the vested stock options shall remain outstanding during, and
      for
      90 days after termination of your service as a member of the Board of Directors,
      subject to the terms of the applicable option agreement and/or the Company’s
      stock incentive plan.  You acknowledge and agree that your obligations
      under the “Agreement Regarding Employment, Confidential Information, Invention
      Assignment and Arbitration” between you and the Company, including without
      limitation your agreement not to solicit employees of the Company, remain in
      full force and effect following termination of your employment pursuant to
      the
      terms of such agreement.

     

    Board
      Compensation.  You have not resigned from the Company’s Board of
      Directors.  During your continued service on the Board of Directors
      following the Resignation Date, you will be eligible to receive cash and equity
      compensation commencing December 1, 2007 pursuant to the Company’s non-employee
      director compensation policy as determined by the Board of Directors from time
      to time; provided that for the avoidance of doubt, you will not receive
      the initial option grant provided to new directors, but you will be eligible
      to
      receive an annual option grant if you remain on the Board of Directors following
      the Company’s 2008 annual meeting of stockholders.

     

    Miscellaneous.  This
      letter agreement will be governed by the laws of the State of
      California.  This Agreement may be signed in several counterparts,
      each of which shall be an original, with the same effect as if the signatures
      thereto and hereto were on the same instrument.

     

    We
      look
      forward to your continued contributions on our Board of Directors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	
              Sincerely,

              


              CALLIDUS
                SOFTWARE INC.

              


              


              /s/
                V. Holly Albert

              By:
                V. Holly Albert, Senior Vice President and General
                Counsel

            



     

    Agreed
      and
      accepted:

    


    


    Robert
      Youngjohns      Dated:  November 20,
      2007

    Robert
      Youngjohns