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 10.83
2009 Vice President
Worldwide Professional Services Incentive Bonus Plan
November 24,
2008
PK,
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 60% of your annual base salary, will be calculated
and paid (if applicable) quarterly based on the following
criteria:
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50% based on the criteria and payment
calculation formulas established in the Chordiant Fiscal Year 2009
Executive Incentive Bonus Plan (attachment A)
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50% based on the actual worldwide
cumulative Professional Services Direct Controllable Contribution
Margin % (“PS DCCM %”) versus plan numbers (attachment
B). For FY 2009, PS DCCM% will include results for both
Consulting Service and Training.
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If the Company achieves greater than 100%
of its PS DCCM% goal but less than 120% of its PS DCCM% goal, then
an additional 5% of an executive’s target will qualify for
payment after year end for each 1% above 100% of PS Margin goal to
120% of PS Margin goal until the maximum payout of 200% is
reached.
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From 120% of DCCM% goal to 130% of DCCM%
goal, then an additional 10% will qualify for payment after year
end for each 1% above 120% of DCCM% goal to 130% of DCCM% goal
until the maximum payout of 300% is reached.
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For purposes of
calculating worldwide professional services DCCM %, Chordiant will
use the financial results in the Worldwide Professional Services
full-stream (combining both consulting service and training) income
statement published in the Great Plains financial system for the
applicable period. This full-stream income statement
will then be adjusted by:
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reversing all travel and expense reimbursement
and related travel and expense reimbursement costs
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Reversing all corporate allocation for
centralized service charges.
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Additional
adjustments to revenue for timing differences for Open Air billings
versus recognized revenue may also be included in the calculation
at the discretion of Chordiant’s Chief Executive
Officer. Such adjustments must be agreed to in writing
by both Chordiant’s Vice President of Worldwide Field
Operations and the Chief Executive Officer before payment is
processed.
Total bonuses paid
to you in the fiscal year under the plan shall not exceed 300% of
your annual bonus opportunity. Payment and earnings in
any one of the first three fiscal quarters will be limited to a
maximum of 100% of your targeted bonus for that quarter.
Payment
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 the bonus opportunity 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, but not later than 60 days
following the end of such quarter. Notwithstanding the
foregoing, bonuses will not be calculated or paid for a fiscal
quarter until the public disclosure of final financial information
for the applicable period. Bonuses are then paid in the
next regularly-scheduled paycheck. Contingent upon the
Company filing its Form 10K, payment for achievement of greater
than 100% of plan goal and for the qualitative measure of the plan
will be made not later than 60 days following the close of the
Company’s fiscal year.
No bonus is earned
until it is paid under this plan. Therefore, in the
event your employment is terminated (either by the Company or by
you, whether voluntarily or involuntarily) before a bonus is paid,
then you 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. If you do not wish to
participate in the Plan, you must notify the Vice President, Human
Resources in writing of his desire and intent.
Nothing in this
Plan is intended to alter the at-will nature of employment with the
Company, that is, your right or the Company’s right to
terminate the your 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 you 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.
Please acknowledge
that you have read and understood the terms of this agreement by
signing and dating below.
/s/ Prashant K.
(PK) Karnik
11/24/08
Prashant K (PK)
Karnik
Date
Vice President,
Worldwide Professional Services
/s/ Steven R.
Springsteel
11/24/08
Steven R.
Springsteel
Date
Chief Executive
Officer
