Form of Executive Change of Control Agreement

EXHIBIT 10.7

Form of Executive Change of Control Agreement
(Full Double-Trigger)

[Date]

[Full Name]
[Title]
Callidus Software Inc.
160 West Santa Clara Street
San Jose, CA 95113

Dear [First Name]:

This letter modifies any Stock Option Agreement or Restricted Stock Unit Agreement or other agreement documenting any equity award (as applicable, any “Equity Award Agreement”) or Employment 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 Equity Award Agreements including, without limitation, any prior change of control agreement(s). This letter provides for accelerated vesting of your Callidus stock options, restricted stock awards, restricted stock units and other equity-based awards, as applicable (collectively, the “Equity Awards”) under the conditions described below.

If, within 18 months after a “Change in Control,” your employment is terminated by the Company without “Cause” or by you for “Good Reason,” you shall receive 100% vesting of your Equity Awards.

Section 409A . Notwithstanding anything to the contrary in this Agreement, if you are determined to be a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (“Section 409A”) and the regulations thereunder, as of the date of your “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (or any successor regulation), and if any payments or entitlements provided for in this Agreement constitute a “deferral of compensation” within the meaning of Section 409A and therefore cannot be paid or provided in the manner provided herein without subjecting you to additional tax, interest or penalties under Section 409A, then any such payment and/or entitlement which would have been payable during the first six months following your “separation from service” shall instead be paid or provided to you in a lump sum payment on the first business day immediately following the six-month anniversary of your “separation from service”. If this payment has had to be deferred in this way for six months after your separation from service, then the lump sum payment will also include interest on the deferred payment or payments at a per annum rate equal to the highest rate of interest not exceeding 4% applicable to six-month money market accounts on the date of such “separation from service” offered by the following institutions: Citibank N.A., Wells Fargo Bank, N.A. or Bank