CHANGE OF CONTROL AGREEMENT

This Change Of Control Agreement (the “ Agreement ”) is entered into this 8 ^th day of April, 2009 (the “ Effective Date ”), between Chordiant Software, Inc. (the “ Company ”) and Marchai Bruchey (“ Executive ”).  This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

Whereas , Executive is employed by the Company pursuant to the terms of Executive’s offer letter with the Company; and

Whereas , the Company believes it is imperative to provide Executive with certain severance benefits, including certain equity acceleration, in the event that Executive is terminated without Cause (as defined herein) or resigns for Good Reason (as defined herein) in connection with a Change of Control (as defined herein);

Now, Therefore , in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration, the parties hereto hereby agree as follows:

1.   Termination of Employment and Change of Control Benefits .

(a)   At-Will Employment .  Executive’s employment is at-will, which means that the Company may terminate Executive’s employment at any time, with or without advance notice, and with or without Cause (as defined herein).  Similarly, Executive may resign her employment at any time, with or without advance notice or Good Reason (as defined herein).  Executive shall not receive any compensation of any kind, including, without limitation, severance benefits, following Executive’s last day of employment with the Company (the “ Termination Date ”), except as expressly provided herein, or as provided in any plan documents governing the compensatory equity awards that have been or may be granted to Executive from time to time in the sole discretion of the Company (the “ Stock Awards ”).  Executive shall devote all reasonable efforts to the performance of Executive’s duties, and shall perform such duties in good faith.

(b)   Termination Related to a Change of Control .  If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on or within twelve (12) months after a Change of Control (a “ Covered Termination ”), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form attached hereto as Exhibit A (the “ Release ”) within the time period provided therein, then the Company shall provide Executive with the following severance benefits (the “ Benefits ”):

(i)   If the Covered Termination occurs prior to the first anniversary of the Effective Date, the Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) for that number of months immediately following the Termination Date equal to the product of (x) the Applicable Fraction (as defined herein) and (y) twelve (12).  If the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, the Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) for the first twelve (12) months following the Termination Date.  These payments will be made on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings.  The number of months during which severance payments are paid to Executive as calculated pursuant to this Section 1(b)(i) is hereinafter referred to as the “Severance Period”).

(ii)   The Company will pay Executive a portion or all of Executive’s annual bonus as determined based on the date of the Covered Termination.  If the Covered Termination occurs prior to the one (1) year anniversary of the Effective Date, the Company will pay Executive a portion of Executive’s annual bonus equal to the product of (x) the Applicable Fraction and (y) the annual bonus.  If the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, the Company will pay Executive 100% of Executive’s annual bonus.  The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occurs; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, as measured against the specified performance objectives for the year in which the Termination Date occurs.  The bonus amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings.

(iii)   If the Covered Termination occurs prior to the one (1) year anniversary of the Effective Date, the Company will pay Executive an additional amount equal to the product of (x) the Applicable Fraction and (y) $3,000.  If the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, the Company will pay Executive an additional amount of $3,000.  Executive may, but is not obligated to, use this payment to pay for life insurance benefits during the Severance Period.  This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings.

(iv)   Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “ COBRA ”), the Company will pay the premiums for Executive’s group health (including dental and vision) insurance coverage, including coverage for Executive’s eligible dependents, for that number of months following the Covered Termination equal to the product of (x) the Applicable Fraction and (y) twelve (12) if the Covered Termination occurs prior to the one (1) year anniversary of the Effective Date or for a period of twelve (12) months following the Covered Termination if the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, but in no event after such earlier date on which Executive and Executive’s eligible dependents cease to be eligible for such coverage.  In addition, the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date.  Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA.  No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage.  After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expense.

(v)   After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the Company will accelerate the vesting of each of the Stock Awards other than the RSU such that the following shall vest effective as of the Termination Date:  (a) if the Covered Termination occurs prior to the one (1) year anniversary of the Effective Date, the lesser of (A) the product of (x) the Applicable Fraction and (y) 50% of the then-unvested shares, rights, or units, as applicable subject to the applicable Stock Award and (B) that number of shares, rights or units subject to such Stock Award that would have vested if Executive had worked for the Company for a period of months beyond the Termination Date equal to the product of (x) the Applicable Fraction and (y) twelve (12); and (b) if the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, the lesser of (C) 50% of the then-unvested shares, rights, or units, as applicable subject to the applicable Stock Award and (D) that number of shares, rights or units subject to such Stock Award that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date.  This acceleration of vesting will be in addition to any acceleration of vesting of the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents governing the Stock Awards.  In addition, Executive shall have one (1) year to exercise (if applicable) any vested Stock Awards, but in no event shall such exercise period extend beyond the expiration of the original term of the Stock Award.  Except as expressly set forth herein, the Stock Awards shall continue to be governed by the terms of the applicable award agreements and equity incentive plan documents.  Notwithstanding anything to the contrary contained herein, the maximum number of months of accelerated vesting that may be credited to any Stock Award under this Agreement, when added to any accelerated vesting provided for under any award agreement or equity incentive plan documents, shall not exceed twenty-four (24) months in the aggregate.

(c)   Termination For Cause Procedure .  The Company may not terminate Executive’s employment for Cause unless and until Executive receives a copy of a resolution duly adopted by the affirmative vote of at least a majority of the Board of Directors of the Company or any successor thereto (“ Board ”) finding that in the good faith opinion of the Board, Executive was guilty of the conduct constituting “Cause” and specifying the particulars thereof in detail.  The Company shall provide Executive with reasonable notice of the Board vote and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board.

(d)   Change in Control Vesting Acceleration .  Subject to Executive’s Continuous Service (as defined in the Company’s 2005 Equity Incentive Plan) with the Company through the time that is immediately prior to a Change of Control, the Company will accelerate the vesting, effective as of immediately prior to the Change of Control, of a portion or all of the shares subject to that restricted stock unit award that is expected to be granted to Executive on or about May 6, 2009 covering 50,000 shares of the Company’s common stock (the “ RSU ”), with the amount of accelerated vesting determined as follows.  If the Change of Control occurs prior to or on the three (3) month anniversary of the Effective Date, the Company will accelerate the vesting of that number of shares subject to the RSU equal to the product of (x) 1/4 and (y) the total number of shares subject to the RSU.  If the Change of Control occurs after the three (3) month anniversary of the Effective Date but prior to the one (1) year anniversary of the Effective Date, the Company will accelerate the vesting of that number of shares subject to the RSU equal to the product of (x) the number of full months of service completed by Executive since the Effective Date (rounded up for any partial month completed but in no event shall such number exceed 12 months) and (y) 1/12 and (z) the total number of shares subject to the RSU.   If the Change of Control occurs on or after the one (1) year anniversary of the Effective Date, the Company will accelerate the vesting of 100% of the then-unvested shares subject to the RSU.  This Section 1(d) shall govern the acceleration of vesting of the RSU.  Executive understands and agrees that she will not be entitled to additional acceleration of vesting of the RSU under either Section 1(b)(v) above or the Company’s 2005 Equity Incentive Plan or any successor plan.

2.   Limitations And Conditions On Benefits

(a)   Release Prior to Payment of Benefits .  Upon the occurrence of a Covered Termination, and prior to the payment of any of the Benefits, Executive shall execute, and allow to become effective, the Release within the time frame set forth therein, but not later than the 60th day following the Termination Date.  Such Release shall specifically relate to all of Executive’s rights and claims in existence at the time of such execution and shall confirm Executive’s continuing obligations to the Company (including but not limited to obligations under any confidentiality and/or non-solicitation agreement with the Company).  Notwithstanding the payment schedules set forth in Section 1 above, no Benefits will be paid prior to the effective date of the Release. On the first regular payroll pay day following the effective date of the Release, the Company will pay Executive the Benefits Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the Benefits being paid as originally scheduled.

(b)   Compliance with Section 409A .  It is intended that each installment of the payments and benefits provided for in this Agreement is a