SEVERANCE & CHANGE OF CONTROL AGREEMENT

This Severance & Change Of Control Agreement (the “Agreement”) is entered into this 24th day of November, 2008 (the “Effective Date”), between Chordiant Software, Inc. (the “Company”) and Steven R. Springsteel (“Executive”).  This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.

Whereas , the Company and Executive previously entered into an offer letter, dated January 31, 2006 (the “Prior Agreement”); and

Whereas , the Company and Executive wish to supersede and replace Sections 7, 8 and 10 of the Prior Agreement by entering into this Severance & Change of Control Agreement to clarify certain matters previously agreed to by the parties and to comply with the parties’ original intent that the Prior Agreement be interpreted, construed and administered in a manner that satisfies Section 409A of the Internal Revenue Code of 1986, as amended from time to time, among other things.

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.

(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 his 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 otherwise required by law 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 NOT in Connection with 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 prior to or more than twelve (12) months after a Change of Control, 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 “Ordinary Benefits”):

(i)            The Company shall make severance payments to Executive in the aggregate amount of $1,000,000, payable in equal installments over the first ten (10) months following the Termination Date (the “Ordinary Severance Period”).  These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings.

(ii)            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 the Stock Awards such that the following shall vest effective as of the Termination Date:  that number of shares, rights or units subject to each 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 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.

(c)             Termination in Connection with 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, 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 the Release within the time period provided therein, then the Company shall provide Executive with the following severance benefits (the “COC Benefits”):

(i)            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, or if higher, the rate in effect immediately prior to the Change of Control) for the first twenty-four (24) months following the Termination Date (the “COC Severance Period”).  These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings.

(ii)            The Company will pay Executive an amount equal to two times the 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.  This amount will be paid over the COC Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings.

(iii)            The Company will pay Executive an additional amount of $3,000, which Executive may, but is not obligated to, use 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 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 a maximum period of eighteen (18) months following the termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that 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 first eighteen (18) months, 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 the Stock Awards such that the lesser of the following shall vest effective as of the Termination Date:  (a) 50% of the then-unvested shares, rights, or units, as applicable subject to the Stock Awards; and (b) that number of shares, rights or units subject to each 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 (including Section 1(e) below).  In addition, Executive shall have one (1) year to exercise 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 Section 1(c)(v), 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; provided, however, that for the sake of clarity, this sentence shall not curtail or limit accelerated vesting due under any other equity award agreement or equity incentive plan documents, such as 100% vesting acceleration in certain situations under equity plan documents.

(d)             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 before the Board vote.

(e)             Change of Control Acceleration.   Subject to Executive’s continued employment as of immediately prior to a Change of Control, and provided Executive signs and allows to become effective the Release within sixty (60) days following the Change of Control, the Company will accelerate the vesting of the Stock Awards, effective as of immediately prior to the Change of Control, as follows:

(i)           The vesting and exercisability of Stock Awards other than the Initial Option (as defined in the Prior Agreement) will be accelerated as to that number of shares, rights or units subject to each such Stock Award that would have vested in the ordinary course over the first twelve (12) months after the effective date of the Change of Control.

(ii)           The Initial Option will become immediately and fully vested and exercisable.

This acceleration of vesting is 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, including Sections 1(b) and (c) above.

2.           Limitations And Conditions On Benefits

(a)             Release Prior to Payment of Benefits.   Upon the occurrence of a termination of employment pursuant to Sections 1(b) or (c), and prior to the payment of any of the Ordinary Benefits or COC Benefits (either, the “Benefits”), Executive shall execute, and allow to become effective, the Release within the time frame set forth therein, but not later than the 60 ^th 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.