exv10w6






EXHIBIT 10.6




FORM OF RESTRICTED STOCK UNIT AGREEMENT




CALLIDUS SOFTWARE INC.

RESTRICTED STOCK UNIT AGREEMENT

[(New Employee)] or [(Existing Employee)]




     This Restricted Stock Unit Agreement (the “Agreement”), is made and entered into between
CALLIDUS SOFTWARE INC., a Delaware corporation (the “Company”) and                     
(“Recipient”) residing at the above address. This award is granted under the Company’s 2003
Stock Incentive Plan (as amended, the “Plan”). Terms used but not defined herein have the meaning
set forth in the Plan.



     1. Notice of Grant



     Recipient has been granted restricted stock units representing shares of Common Stock of the
Company (the “RSUs”), subject to the terms and conditions of this Agreement, as follows:



	 	 	 	 	 
	 

	 	 	 	 
	Grant Number
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Grant Date
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Total Number of RSUs Granted
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	First Vesting Date
	 	 	 	 
	 

	 	 	 	 





     2. Vesting Schedule [New Employee — See Vesting Schedule for Existing Employees below]




     (a) The RSUs shall become vested in nine (9) installments. The first installment
shall occur on the First Vesting Date set forth above and will be equal to one-third
(1/3rd) of the Total Number of RSUs Granted. Thereafter, the remaining unvested
RSUs will vest in equal quarterly installments of one-twelfth (1/12th) of the
Total Number of RSUs Granted on the last calendar day of the applicable month of the
quarter, commencing after the First Vesting Date, subject at each vesting date to
Recipient’s continuing to be a Service Provider on each such date.




     For example, if the First Vesting Date was October 31st, then
1/3rd of the Total Number of RSUs Granted would vest on that date and the
remaining unvested RSUs will vest in equal quarterly installments of 1/12th of
the Total Number of RSUs Granted on each January 31st, April 30th,
July 31st, and the following October 31st until the grant is fully
vested.



 









 





[End Vesting Schedule for New Employees]




[Vesting Schedule for Existing Employees]





     The RSUs shall become vested in 12 equal quarterly installments on the last calendar
day of the applicable month of the quarter, commencing on the First Vesting Date (as set
forth above), subject to Recipient’s continuing to be a Service Provider on each such date.




     For example, if the First Vesting Date was October 31st, then
1/12th of the RSU shares granted would vest on that date with the remaining
quarterly installments vesting 1/12th on each January 31st, April
30th, July 31st, and the following October 31st until the
award is fully vested.



[End Vesting Schedule for Existing Employees]





     (b) If Recipient’s service as a Service Provider terminates for any reason, then all
RSUs that have not vested on or before the date of termination of employment shall
automatically be forfeited and all of Recipient’s rights with respect thereto shall cease
immediately upon such termination.



     3. Conversion into Common Stock. Shares of Common Stock will be issued as soon as practicable
following vesting of the RSUs. As a condition to such issuance, Recipient shall have satisfied his
or her tax withholding obligations as specified in this Agreement and shall have completed, signed
and returned any documents and taken any additional action that the Company deems appropriate to
enable it to accomplish the delivery of the shares of Common Stock. In no event will the Company
be obligated to issue a fractional share. Notwithstanding the foregoing, (i) the Company shall not
be obligated to deliver any shares of the Common Stock during any period when the Company
determines that the conversion of a RSU or the delivery of shares hereunder would violate any
federal, state or other applicable laws and/or may issue shares subject to any restrictive legends
that, as determined by the Company’s counsel, is necessary to comply with securities or other
regulatory requirements, and (ii) the date on which shares are issued may include a delay in order
to provide the Company such time as it determines appropriate to address tax withholding and other
administrative matters.



     4. Tax Treatment. Any withholding tax liabilities (whether as a result of federal, state or
other law and whether for the payment and satisfaction of any income tax, social security tax,
payroll tax, or payment on account of other tax related to withholding obligations that arise by
reason of the RSUs) incurred in connection with the RSUs becoming vested and shares of Common Stock
issued, or otherwise incurred in connection with the RSUs, may be satisfied in any of the following
manners determined by the Company: (i) by the Company withholding a number of shares of Common
Stock that would otherwise be issued under the RSUs that the Company determines have a fair market
value approximately equal to the minimum amount of taxes that the Company concludes it is required
to withhold under applicable law; (ii) by payment by Recipient to the Company in cash or by check
an amount equal to the minimum amount of taxes that



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the Company concludes it is required to withhold under applicable law (which amount shall be
due within one business day of the day the tax event arises unless otherwise determined by the
Company); or (iii) by the sale of a number of shares of Common Stock that are issued under the
RSUs, which the Company determines is sufficient to generate an amount that meets the tax
withholding obligations plus additional shares to account for rounding and market fluctuations, and
payment of such tax withholding to the Company, provided that such shares may be sold as part of a
block trade with other participants of the Plan. Recipient hereby authorizes the Company to
withhold such tax withholding amount from any amounts owing to Recipient to the Company and to take
any action necessary in accordance with this paragraph.



     Notwithstanding the foregoing, Recipient acknowledges and agrees that he is responsible for
all taxes that arise in connection with the RSUs becoming vested and shares of Common Stock being
issued or otherwise incurred in connection with the RSUs, regardless of any action the Company
takes pursuant to this Section.



     5. Restrictions on Transfer. Recipient may not sell, transfer, pledge or otherwise dispose of
any of the RSUs, and Recipient may not sell, transfer, pledge or otherwise of any of the shares of
Common Stock issuable hereunder until after the applicable shares have been issued on the schedule
set forth above. Recipient further agrees not to sell, transfer or otherwise dispose of any shares
at a time when applicable laws or Company policies prohibit a sale, transfer or other disposition.
Recipient agrees that, in order to ensure compliance with the restrictions referred to herein, the
Company may issue appropriate “stop transfer” instructions to its transfer agent. The Company
shall not be required (i) to transfer on its books any RSUs or shares that have been sold or
otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as
owner of such shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such shares shall have been so transferred.



     6. Stock Certificates. Certificates evidencing the shares of Common Stock issuable upon
vesting of the RSUs shall be issued by the Company and registered in the name of Recipient on the
stock transfer books of the Company. Unless otherwise determined by the Administrator, such
certificates shall remain in the physical custody of the Company or its designee at all times until
the applicable shares have become vested and non-forfeitable. At the election of the Company, such
shares may be in electronic form and such issuance may be effected by crediting shares in an
account established on your half with a brokerage firm or other custodian, as determined by the
Company.



     7. Stockholder Rights. Recipient will have rights of a stockholder only after shares of
Common Stock have been issued to Recipient following vesting of the RSUs and satisfaction of all
other conditions to the issuance of those shares as set forth in this Agreement. RSUs shall not
entitle Recipient to any rights of a stockholder of Common Stock, except as otherwise determined by
the Board.



     8. No Employment or Retention Rights. The RSUs and this Agreement do not give Recipient the
right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and
its subsidiaries reserve the right to terminate Recipient’s



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service at any time, with or without cause. The grant of RSUs to an individual in any one
year, or at any time, does not obligate the Company or any subsidiary to make a grant in any future
year or in any given amount and should not create an expectation that the Company or any subsidiary
might make a grant in any future year or in any given amount. Neither this Agreement nor any RSU
is an employment or service contract. RSUs are not part of your contract (if any) with the
Company, your normal or expected compensation, or other remuneration for any purposes, including
for purposes of computing severance pay or other termination compensation or indemnity.



     9. Adjustments. In the event of a stock split, a stock dividend or a similar change in
Company stock, the number of shares covered by this Agreement shall be adjusted pursuant to the
Plan.



     10. Applicable Law. This Agreement will be interpreted and enforced under the laws of the
State of California (without regard to their choice-of-law provisions).



     11. Data Privacy.




     (a) You explicitly and unambiguously consent to the collection, use and transfer, in
electronic or other form, of your personal data as described in this document by the
Company for the exclusive purpose of implementing, administering and managing your
participation in the Plan.




     (b) You hereby understand that the Company holds certain personal information about
you, including, but not limited to, your name, home address and telephone number, date of
birth, social insurance number or other identification number, salary, nationality, job
title, any shares of stock or directorships held in the Company, details of all RSUs or any
other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in your favor, for the purpose of implementing, administering and managing the
Plan (“Data”). You hereby understand that Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that these
recipients may be located in your country or elsewhere, and that the recipient’s country
may have different data privacy laws and protections than your country. You hereby
understand that you may request a list with the names and addresses of any potential
recipients of the Data by contacting your local human resources representative. You
authorize the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing your
participation in the Plan, including any requisite transfer of such Data as may be required
to a broker or other third party with whom you may elect to deposit any shares of Common
Stock acquired under your RSUs. You hereby understand that Data will be held only as long
as is necessary to implement, administer and manage your participation in the Plan. You
hereby understand that you may, at any time, view Data, request additional information
about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing
your local human



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resources representative. You hereby understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the Plan. For more
information on the consequences of your refusal to consent or withdrawal of consent, you
hereby understand that you may contact the human resources representative responsible for
your country at the local or regional level.



     12. The Plan and Other Agreements. The Plan is incorporated in this Agreement by reference.
The Plan and this Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Recipient with respect to the subject matter hereof, and may not be materially modified
adversely to the Recipient’s interest except by means of a writing signed by the Company and
Recipient.



     Recipient hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under this Agreement. Recipient
further agrees to notify the Company upon any change in the residence address indicated below.



	 	 	 	 	 
	RECIPIENT:

	 	CALLIDUS SOFTWARE INC.
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Signature

	 	By:	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	Title	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Residence Address
	 	 	 	 






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