Exhibit 10.9C

    


    Confidential
Treatment Requested by Cornerstone OnDemand, Inc.

    
    

     

    Cornerstone
OnDemand Commission Plan

    


    
      
        
          
            
              
                	
                        EMPLOYEE
      NAME:

                      	
                        David
      Carter

                      
	 	 
	
                        PLAN
      TYPE:

                      	
                        Vice
      President of Sales

                      
	 	 
	
                        EFFECTIVE
      DATE:

                      	
                        January
      1, 2011

                      
	 	 
	
                        TERM:

                      	
                        One
      (1) year from Effective
Date

                      


              

            

          

        

      

    

    


    The
following sets forth the terms and conditions of your commission plan (the
“Plan”).  The Plan does not automatically renew at the end of the
Term, and is only valid for the Term, unless it is revised by Cornerstone during
the Term.  Cornerstone’s Board of Directors (or its authorized
committee or delegate) and/or Cornerstone’s CEO may amend, modify, alter,
suspend, or terminate the Plan at any time and in its sole
discretion.  The Plan may only be modified with the prior written
approval of Cornerstone’s CEO.  All calculations and determinations
with respect to the Plan shall be made by Cornerstone in its sole discretion,
and shall be final.

    


    In
addition, Cornerstone reserves the right to change at any time the products,
services, customers, territories, accounts, commissions or bonuses assigned to
you.

    


    
      	
              1)

            	
              Definitions.

            


    

     

    
      	
               
      

            	
              a)

            	
              “Territory” means the
      territory assigned by your manager.

            


    

     

    
      	
               
      

            	
              b)

            	
              “Approved Contract” means
      a written agreement, amendment, addendum, and/or statement of work with
      approved pricing between Cornerstone and a customer headquartered in the
      Territory for Cornerstone software and/or services, duly executed on
      behalf of Cornerstone by its CEO or General Manager EMEA (for contracts
      with non-U.S. customers and only with the CEO’s approval) or an authorized
      designee during the Term.

            


    

     

    
      	
               
      

            	
              c)

            	
              “Revenue” means the
      fee(s) in an Approved Contract contractually committed at the time of its
      execution.

            


    

     

    
      	
               
      

            	
              d)

            	
              “Software Revenue” means
      Revenue attributable to software subscriptions, course registrations,
      content delivery and/or language
packs.

            


    

     

    
      	
               
      

            	
              e)

            	
              “Service Revenue” means
      Revenue attributable to: (1) professional services (i.e., implementation
      services, business consulting, technical consulting and educational
      services); (2) e-learning content sales, less royalties and/or fees for
      content payable to third-party content vendors; or (3) other value-add
      services (e.g., outsourced administration, solution optimization, and gold
      support).

            


    

     

    
      	
               
      

            	
              f)

            	
              “Commission” means
      incentive compensation relating to procurement by you/and or your team of
      an Approved Contract, calculated as a percentage of applicable
      Revenue.

            


    

     

    
      	
               
      

            	
              g)

            	
              “First-Year” means the
      first twelve (12) months of an Approved
  Contract.

            


    

     

    
      	
               
      

            	
              h)

            	
              “Quota” means the
      following amount of combined First-Year Software Revenue and First-Year
      Service Revenue across all Approved Contracts procured primarily by you
      and/or a member of your team:

            


    

     

    $25,000,000,
at least $[***] of which must be First-Year Software Revenue.

     


    CONFIDENTIAL

     

    
      	
              [***]

            	
              Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

            


    

    
    

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Exhibit 10.9C

    


    Confidential
Treatment Requested by Cornerstone OnDemand, Inc.

     

    
    

    
      	
              2)

            	
              Earned
      Commissions.

            


    

    
    

     

    Commissions
are deemed to be earned (“Earned Commissions”) for a
given contract year of an Approved Contract when all of the following
conditions have been satisfied:

     

    
      	
               
      

            	
              a)

            	
              There
      is a valid Approved Contract in
place.

            


    

     

    
      	
               
      

            	
              b)

            	
              You
      and/or your team were primarily responsible for procuring the Approved
      Contract.

            


    

     

    
      	
               
      

            	
              c)

            	
              A
      minimum of twenty-five percent (25%) of the total combined Software
      Revenue and Service Revenue for that year has been invoiced and received by
      Cornerstone (“Revenue
      Receipt Date”).

            


    

     

    
      	
               
      

            	
              d)

            	
              You
      are employed by Cornerstone on the Revenue Receipt
  Date.

            


    

     

    
    

    
      	
              3)

            	
              Payment of
      Commissions.

            


    

     

    Cornerstone
will pay Earned Commissions within thirty-five (35) days of the date the
Commissions are earned (as described in Section 2 above).

      

    
    

    
      	
              4)

            	
              Commission
      Rates.

            


    

     

    
      	
               
      

            	
              a)

            	
              Regular Commission
      Rates.  Regular Commissions are as
    follows:

            


    

     

    
      
        	
                 
      

              	
                i)

              	
                Service
      Revenue:

              	
                0.5%

              
	 	 	 	 
	 	
                ii)

              	
                Software
      Revenue:

              	 


      

       

    

    
    

    
      
        
          
            
              
                
                  
                    	
                             If
      the initial term 

                            Approved
      Contract is:

                          	 	
                            Your
      Commission for:

                          	 
	 	
                            Year
      1 is:

                          	 	 	
                            Year
      2 is:

                          	 	 	
                            Year
      3 is:

                          	 
	
                            2+
      years

                          	 	 	1	%	 	 	0.675	%	 	 	0.5	%
	
                            1-2
      years

                          	 	 	1	%	 	 	0.675	%	 	 	 	 
	
                            1
      year or less

                          	 	 	1	%	 	 	 	 	 	 	 	 


                  

                

              

            

          

        

      

    

     

    
      	
               
      

            	
              b)

            	
              Accelerated Commission
      Rates.  Accelerated Commissions will apply to Approved
      Contract amounts exceeding one hundred percent (100%) of your total Quota
      in all categories during the Term. For the categories listed below,
      accelerated Commissions replace regular
      Commissions.  Accelerated Commissions are as
      follows:

            


    

     

    
      
        	
                 
      

              	
                i)

              	
                Service
      Revenue:

              	
                0.75%

              
	 	 	 	 
	 	
                ii)

              	
                Year
      1 Software Revenue:

              	
                2%

              


      

    

       

    
      	
              5)

            	
              Bonus.

            


    

     

    
      
        
          
            
              
                
                  
                    	
                            If
      you achieve the following Quota milestone by the following
      date:

                          	 	
                            You
      will be eligible for a bonus of:

                          	 
	
                            $[***]
      by March 31, 2011

                          	 	 	
                            $5,000

                          	 
	
                            $[***]
      by June 30, 2011

                          	 	 	
                            $5,000

                          	 
	
                            $[***]
      by June 15, 2011

                          	 	 	
                            $10,000

                          	
                             

                          
	
                            $[***]
      by September 30, 2011

                          	 	 	
                            $5,000

                          	 
	
                            $[***]
      by December 31, 2011

                          	 	 	
                            $5,000

                          	 


                  

                

              

            

          

        

      

    

     

    CONFIDENTIAL

     

    
      	
              [***]

            	
              Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

            


    

    
    

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Exhibit 10.9C

    


    Confidential
Treatment Requested by Cornerstone OnDemand, Inc.

     

    
    

    
      	
              6)

            	
              Termination of Your
      Employment.

            


    

     

    
      	
               
      

            	
              a)

            	
              Nothing
      contained in this document in any way changes or limits the “at-will”
      nature of the employment relationship between Cornerstone and
      you.

            


    

     

    
      	
               
      

            	
              b)

            	
              In
      the event that your employment with Cornerstone terminates, you will only
      be paid for Earned Commissions on or prior to the date of your termination
      or transfer.

            


    

     

    
    

    
      	
              7)

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              a)

            	
              Nothing
      in this document obligates Cornerstone to enter into any Approved
      Contracts or other agreements with any customer or
    otherwise.

            


    

     

    
      	
               
      

            	
              b)

            	
              You
      are expected to follow the official Cornerstone pricing guidelines, which
      are subject to change from time to time at Cornerstone's sole
      discretion.

            


    

     

    
      	
               
      

            	
              c)

            	
              The
      Plan supersedes any prior written or verbal discussions, agreements or
      understandings with respect to the bonuses, commissions and similar items
      of compensation for sales made during the
Term.

            


    

     

    
      	
               
      

            	
              d)

            	
              In
      the event that any provision or any portion of any provision hereof
      becomes or is declared by a court or administrative agency of competent
      jurisdiction to be illegal, unenforceable, or void, this Plan shall
      continue in full force and effect without said provision or portion of
      provision.

            


    

     

    
      	
               
      

            	
              e)

            	
              The
      law governing the Plan, as well as venue for any action, shall be the
      state where the employee is
employed.

            


    

     

    
      	
               
      

            	
              f)

            	
              Notwithstanding
      anything to the contrary herein, all calculations regarding Quota,
      Software Revenue, Service Revenue, and Commissions are subject at all
      times to the Conflict Rules, which shall be made available to you online
      (link to be provided).

            


    

     

    
    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        CORNERSTONE

                                      	 
      
	 
      	 
      
	
                                        By:

                                      	 
      	 
      
	
                                        Adam
      Miller, CEO

                                      	 
      
	 
      	 
      
	
                                        Date:

                                      	 
      	 
      
	 
      	 
      
	
                                        Agreed
      and accepted:

                                      	 
      
	 
      	 
      
	
                                        By:

                                      	 
      	 
      
	
                                        David
      Carter

                                      	 
      
	 
      	 
      
	
                                        Date:

                                      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    CONFIDENTIAL

     

    
      	
              [***]

            	
              Information
      has been omitted and filed separately with the Securities and Exchange
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.

            


    

    
    

    
      
         


      

      
        3