Unassociated Document


    
      
        Exhibit 10.9A

        


        Confidential
Treatment Requested by Cornerstone OnDemand, Inc.

         

      

      
        	
                TO:

              	
                David
      Carter, VP of Sales (“VP”)

              


      

    

     

    
      	
              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 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.  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)

            	
              Quota for North American Direct
      Sales is each and all of (i) $[***] in “Software Revenue” and
      (ii) $[***] in “Service Revenue” as evidenced by 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 Manager (“Manager”)
      or a Salesperson (“Salesperson”) under the supervision of the VP Sales 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.,
      implementation services, 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
      North American Direct Sales during the first year of each Approved
      Contract executed and delivered during the Term, the Commission shall be
      an amount equal to;

            


    

     

    
      	
               
      

            	
              i)

            	
              One
      and Three-quarter Percent (1.75%) of Software Revenue, payable
      concurrent with the last day of the month payroll processing for any
      account where the applicable Software Revenue is invoiced and actually
      received by the Company on or before the 20th
      of the month, plus

            


    

     

    
      	
               
      

            	
              ii)

            	
              Three
      quarters of One Percent (0.75%) of Service Revenue, payable
      concurrent with the last day of the month payroll processing for any
      account where applicable Services Revenue is invoiced and actually
      received by the Company on or before the 20th
      of the month.

            


    

     

     

    
      
        
          	
                	
                  [***]

                	
                  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.

       

    

    
      	
               
      

            	
              iii)

            	
              Should
      the software payment terms negotiated result in something less than full
      payment, the commissions will be paid in accordance with the above as long
      as the initial payments exceed 25% of the total contract value for
      combined software and services.

            


    

     

    
      	
            	
              b)

            	
              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 Three quarters of One Percent
      (0.75%), 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 in accordance with 2(a)i above
      after the applicable Software Revenue for such second year of the Approved
      Contract is invoiced and actually received by the
  Company.

            


    

     

    
      	
            	
              c)

            	
              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 One-quarter Percent (0.25%) 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 in accordance with 2(a)i above
      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, Deployment
      Revenue or otherwise: will be due with respect to years four (4) or beyond
      of any Approved Contract.

            


    

     

    
      	
            	
              d)

            	
              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) and 2(c) above, except that the Commission for Software Revenue
      shall be One-half Percent (0.5%) and One-half Percent (0.5%) for
      years two and three respectively.

            


    

     

    
      	
            	
              e)

            	
              In
      the event that the VP 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 Two and One-half Percent (2.5%) and One
      Percent (1%), respectively.

            


    

     

    
      	
              3)

            	
              Bonus

            


    

     

    
      	
            	
              a)

            	
              The
      VP shall be eligible for a quarterly bonus as
  follows:

            


    

     

    
      	
               
      

            	
              i)

            	
              $5,000
      if North American Direct Sales exceed $[***] in Approved Contracts by
      March 31, 2009;

            


    

     

    
      	
               
      

            	
              ii)

            	
              $5,000
      if North American Direct Sales exceed $[***] in Approved Contracts by
      June 30, 2009;

            


    

     

    
      	
               
      

            	
              iii)

            	
              $5,000
      if North American Direct Sales exceed $[***] in Approved Contracts by
      September 30, 2009;

            


    

     

    
      	
               
      

            	
              iv)

            	
              $5,000
      if North American Direct Sales exceed $[***] in Approved Contracts by
      December 31, 2009.

            


    

     

    
      	
              4)

            	
              Early Terminations of Approved
      Contracts.

            


    

     

    
      	
            	
              a)

            	
              In
      the event of an early termination of an Approved Contract,1

            


    

     

    
      	
               
      

            	
              i)

            	
              VP
      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 VP any Commissions or other compensation not yet paid to VP
      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)

            	
              VP
      hereby expressly agrees that any amounts owed by Salesperson to
      Cornerstone pursuant to Section 4(a)(i) above may be used to offset
      future Commissions or other compensation payable to
  VP.

            


    

     

    
      	
              5)

            	
              Termination of Employment of
      VP.

            


    

     

    
      	
            	
              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
      VP.

            


    

     

    
      	
            	
              b)

            	
              In
      the event that VP terminates his/her employment with Cornerstone, or
      Cornerstone terminates VP employment for “Cause” (as hereinafter defined),
      Cornerstone shall owe no Commissions, Bonus or other compensation to
      Salesperson that has not already been paid to VP (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 VP 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 VP physical or mental illness or impairment, which is not cured within
      ten (10) days of the delivery to the VP of written notice thereof by
      Cornerstone;

            


    

     

    
      	
               
      

            	
              ii)

            	
              an
      act or omission by VP 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 VP 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
      VP of written notice thereof by
Cornerstone.

            


    

     

    
      	
            	
              d)

            	
              In
      the event that Cornerstone terminates VP employment with Cornerstone other
      than for “Cause”, Cornerstone shall owe no Commissions, Bonus or other
      compensation that has not already been paid to Salesperson, 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 VP employment with Cornerstone other than for
      “Cause” and an Approved Contract that has been determined by Cornerstone
      to have been procured primarily by VP is subsequently executed and
      delivered within thirty (30) days after such termination (a “Tailed
      Approved Contract”), then Cornerstone agrees that, notwithstanding such
      termination, VP 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.

              	 
      	
                VP: 

              	                                                    
      
	 	 	 	 
	
                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.