Certain confidential
information contained in this document, marked by brackets [**],
has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
Exhibit 10.84
2009 General Counsel Incentive Bonus
Plan
November 24,
2008
David
Zuckerman,
The letter is to
document your variable compensation plan for Chordiant’s 2009
fiscal year which begins October 1 st , 2008 and ends September 30
th ,
2009. Your variable compensation element, which has a
target equal to 50% of your annual base salary, will be calculated
and paid (if applicable) quarterly based on the following
criteria.
The General Counsel
Bonus Plan applies to the Vice President and General Counsel and is
comprised of two components—the quantitative portion and the
qualitative portion.
The quantitative
portion under this plan will be calculated and paid (if applicable)
quarterly based on the criteria stipulated in the Chordiant Fiscal
Year 2009 Executive Incentive Bonus Plan.
The qualitative
portion of the bonus, as described below, may be paid regardless of
the performance of the Company against the quantitative
measures. Evaluation of and payment for performance
under the qualitative portion of the bonus shall be the exclusive
decision of the Board of Directors. Payment of the qualitative
portion of the bonus is limited to no greater than 100% when
overall performance under the quantitative measures is less than
100% on a combined measure basis. When the quantitative
measure is greater than 100% for the year, the qualitative portion
of the bonus may also exceed 100% proportionately.
Quantitative
Measures – 75% of Bonus Opportunity
Based on the
criteria and payment calculation formulas established in the
Chordiant Fiscal Year 2009 Executive Incentive Bonus Plan
(attachment A)
Qualitative
Measures – 25% of Bonus Opportunity
Corporate
Governance - By Board direction, the General Counsel reports to
the Board in his role as Chief Compliance Officer. Each
quarter the General Counsel shall submit a report to the Audit or
Compensation Committee on his activities in this role for
evaluation by the Committee(s). At year end, based upon
a performance evaluation, the Compensation Committee shall
recommend a scoring of full, partial or no payout to the Board for
its final determination. Should the quantitative metrics
justify a bonus payment above 100%, the payment under this
opportunity shall be increased proportionately.
The final decision
to pay a bonus will remain the decision of the Board of Directors
or the Compensation Committee if so delegated by the
Board. The Board may in its own discretion, determine to
pay or not pay a bonus based upon the factors listed above or other
Company performance criteria it deems appropriate. The
factors listed above are guidelines to assist the Board, or the
Committee, as the case may be, in its judgment but the final
decision to pay or not pay is in the discretion the
Board. In its discretion, the Committee may recommend,
and the Board has the authority to approve, a payment of up to 50%
of an executive’s bonus opportunity to an individual(s)
without regard to the performance criteria set forth in this
plan.
Bonuses are
generally calculated within thirty (30) days after the end of any
given quarter and are generally paid within forty-five (45) days
after the end of a given quarter, and generally not later than 60
days following the end of such quarter. Bonuses are then
paid in the next regularly-scheduled paycheck. Payment
for achievement of greater than 100% of plan goal generally will be
made not later than 60 days following the close of the
Company’s fiscal year. These payment dates are
contingent upon the Company filing its periodic Forms 10-Q and
10-K.
No bonus is earned
until it is paid under this plan. Therefore, in the
event the employment of an executive eligible under this
plan is terminated (either by the Company or by the
eligible executive, whether voluntarily or involuntarily) before a
bonus is paid, then the executive will not be deemed to have earned
that bonus, and will not be entitled to any portion of that
bonus.
Questions regarding
the Plan should be directed to the Chief Executive Officer or the
Vice President of Human Resources. Acceptance of
payment(s) under the Plan constitutes full and complete acceptance
of its terms and conditions. Any eligible employee
wishing to not participate in the Plan must notify the Vice
President, Human Resources in writing of their desire and
intent.
Nothing in this
Plan is intended to alter the at-will nature of employment with the
Company, that is, the executive’s right or the
Company’s right to terminate the executive’s employment
at will, at any time with or without cause or advance
notice. In addition, acceptance of this Plan shall not
be construed to imply a guarantee of employment for any specified
period of time.
This Plan contains
the entire agreement between the Company and its executives on this
subject, and supersedes all prior bonus compensation plans or
programs of the Company and all other previous oral or written
statements regarding any such bonus compensation programs or
plans.
The contents of
this Plan are Company confidential. This Plan shall be
governed by and construed under the laws of the State of
California.
* * *
I have read and
understand the provisions of this 2009 Executive Bonus Plan and
hereby accept its terms.
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/s/ David
Zuckerman
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11/24/2008
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David Zuckerman
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Date
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Vice President,
General Counsel
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/s/ Steven R.
Springsteel
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11/24/2008
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Steven R.
Springsteel
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Date
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Chief Executive
Officer
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Certain confidential
information contained in this document, marked by brackets [**],
has been o
