exv10w19



 







EXHIBIT
10.19




[Form of Director Change of Control Agreement – Full Single-Trigger]




[Date]




[Name]

[Title]

Callidus Software Inc.

160 West Santa Clara Street

San Jose, CA 95113




Dear [Name]:



This letter modifies any Stock Option Agreement (“Option Agreement”) you may now or hereafter have
with respect to the common stock of Callidus Software, Inc. (the “Company”) and any prior agreement
between you and the Company regarding the Option Agreements including, without limitation, any
prior Change of Control Agreement(s). This letter provides for accelerated vesting of the options
subject to the Option Agreements (the “Options”) under the conditions described below.



In the event of any “Change of Control” of the Company you shall receive 100% vesting of your
Options as of the effective time of the Change of Control.




     For purposes of the above, “Change of Control” means:




	 	(i)	 	The acquisition by any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) of “beneficial ownership” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the total voting power represented by the Company’s then
outstanding voting securities (it being understood that securities owned by any
person on the date hereof shall not be counted against such limit with respect to
such person); or
	 
	 	(ii)	 	A change in the composition of the Board of Directors of the Company (the
“Board”) occurring within a rolling two-year period, as a result of which fewer than
a majority of the directors are Incumbent Directors. “Incumbent Directors” shall
mean directors who either (A) are members of the Board as of the date hereof, or (B)
are elected, or nominated for election, to the Board with the affirmative votes of at
least a majority of the Incumbent Directors




 









 






	 	 	 	at the time of such election or nomination (but shall not include an individual
not otherwise an Incumbent Director whose election or nomination is in connection
with an actual or threatened proxy contest relating to the election of directors
to the Board); or
	 
	 	(iii)	 	A merger or consolidation involving the Company other than a merger or
consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the Surviving Entity (including the
parent corporation of such Surviving Entity)) at least fifty percent (50%) of the
total voting power represented by the voting securities of the Company or such
Surviving Entity outstanding immediately after such merger or consolidation, or a
sale or disposition by the Company of all or substantially all the Company’s assets.




The term “Surviving Entity” shall refer to the entity surviving the merger, consolidation or sale
of substantially all of the assets and continuing with the assets or business of the Company in the
case of a Change of Control event described in clause (iii) above.



The modification to the terms of the vesting schedule of your Options as described in this letter
has been approved by the Board and is effective immediately.




Sincerely,




[Callidus Software, Inc. Officer]

[Title]




AGREED AND ACCEPTED this ____ day of [Month and Year].




	 	 	 
	 	 	 
	[Name]

	 	 






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