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 10.82
2009 Vice President Worldwide
Sales Incentive Bonus Plan
November 24,
2008
David
Cunningham,
The letter is to
document your variable compensation plan for Chordiant’s 2009
fiscal year which begins on October 1, 2008 and ends September 30,
2009. Your variable compensation element, which has a
target equal to 83.33% of your annual base salary, will be
calculated and paid (if applicable) quarterly based on the
following criteria:
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25% 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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75% based on based on the
criteria and payment calculation formulas established in the
2009 Vice President, Worldwide Sales
Compensation Plan General Terms and Conditions and the Quota
Assignment and Commission Factors for Sales Personnel
(attachment B)
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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 10-K, payment for 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.
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/s/ David
Cunningham
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11-24-2008
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David
Cunningham
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Date
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Vice President
Worldwide Sales
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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 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 10.82
Attachment
A
Chordiant Fiscal Year 2009 Executive Incentive
Bonus Plan
This Executive
Incentive Bonus Plan (the “Plan”) will cover all
Executive Officers and Vice Presidents of the Company (except for
the Vice President of Services, the Vice President of Sales, the
General Counsel, and those paid on sales commission
plans). Bonuses under this Plan will be calculated and
paid (if applicable) based on the Company’s financial results
as filed on Forms 10-Q and 10-K (and the associated non-GAAP
reconciliations historically included in press releases and filed
on a Form 8-K) for the Company’s 2009 fiscal year versus the
Company’s FY2009 Financial Plan on one quantitative measure:
Revenue (as defined below).
A
participant’s total bonus payments under the Plan shall not
exceed 300% of his or her 2009 fiscal year target
bonus. Payments for any given quarter will be limited to
a maximum of 100% of the participant’s target bonus for that
quarter, plus any cumulative “catch up” payment for
prior quarters.
The quarterly bonus
calculations will be computed using year-to-date figures.
Cumulative “catch up” payments will be made for any
prior quarter shortfall against the goals.
Except for the
[**], for quarterly payments to be made under the Plan, the Company
must be profitable on a non-GAAP Operating Profit basis. For the
[**], for payments to be made under the Plan, the Company’s
[**] cannot exceed the forecasted [**] in the FY2009 Financial
Plan.
At the end of the
fiscal year, the Company will evaluate its 2009 fiscal year revenue
attainment against its 2009 fiscal year revenue goal. Payments for
performance in excess of 100% of its annual revenue goal will be
calculated and paid as provided in this Plan.
Plan
Summary
Quantitative
Component (in $US):
Maximum payout to a
participant – 300%
Payments
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Limited to 100% maximum payment for a current
quarter, plus any cumulative “catch-up” to bring any
prior quarter to 100%.
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Overachievement above 100% paid at end of
fiscal year.
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To qualify for payment, Company must be
profitable on a non-GAAP Operating Profit basis in [**], and
achieve better than forecasted [**].
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Component
– GAAP Revenue
Weighting
– 100%
Revenue Goal per
FY2009 Financial Plan (Reported GAAP Revenue in $US)
Quarter
Year-to-Date
Q1 [**]
[**]
Q2 [**]
[**]
Q3 [**]
[**]
Q4 [**]
[**]
FY2009
[**]
Performance*
Payout*
Thresholds 80%
60%
100%
80%
120%
100%
160%
300%
*Performance and
payout interpolate between levels
Profitability
Requirements
Non-GAAP
Operating Profit (Loss) Goal per FY2009 Financial Plan
(Reported Non-GAAP Operating Profit in $US)
Quarter
Year-to-Date
Q1 [**]
[**]
Q2 [**]
[**]
Revenue
“Revenue” is defined as revenue as recognized under
GAAP on the Company’s quarterly consolidated statement of
operations in $US.
Each quarter, a
participant is eligible to receive a bonus equal to twenty-five
percent (25%) of his or her annual bonus target (plus “catch
up” payments described elsewhere in this
Plan). Bonus payments are subject to the following:
·
If the Company does not achieve at least 80% of its year-to-date
Revenue goal, then no bonus will be paid for that quarter.
·
If the Company achieves at least 80% of its year-to-date Revenue
goal (and satisfies the non-GAAP Operating Profit/Loss criteria)
participant will be paid 60% of his or her target bonus for the
quarter. For each 1.00% of the Revenue goal achieved
above 80% (up to 100%), participant will be paid an additional 1%
of his or her target bonus for the quarter.
·
If the Company achieves at least 100% of its year-to-date
Revenue goal (and satisfies the non-GAAP Operating Profit/Loss
criteria) participant will be paid 80% of his or her target bonus
for the quarter. For each 1.00% of the Revenue goal
achieved above 100% (up to 120%), participant will be paid an
additional 1% of his or her target bonus for the quarter.
·
If the Company achieves at least 120% of its year-to-date Revenue
goal (and satisfies the non-GAAP Operating Profit/Loss criteria)
participant will be paid 100% of his or her target bonus for the
quarter. For each 1.00% of the Revenue goal achieved
above 120% (up to 160%), participant will be paid an additional 5%
of his or her target bonus for the quarter, up to the maximum
payout of 300% of a participant’s target bonus for the
quarter.
Non-GAAP
Operating Profit
Non-GAAP Operating
Profit is defined as Non-GAAP Operating Profit as reported on the
Company’s quarterly Non-GAAP consolidated statement of
operations in $US. Non-GAAP reconciliations historically have been
included in press releases and filed on a Form 8-K at the end of
each fiscal quarter. Historically, these Non-GAAP
results exclude expenses associated with the amortization of
purchased intangible assets, stock-based compensation expense,
reductions in workforce and other non-recurring charges. In fiscal
year 2009, the Non-GAAP adjustments will include the non-cash tax
expense associated with acquired NOL carry forwards.
Calculations
Participants
joining the Company after the beginning of the Company’s 2009
fiscal year will only be entitled to a pro-rata portion of the
quarterly bonus in the quarter they commence employment with the
Company, a pro-rata portion of any bonus amount that exceeds 100%,
and will not be eligible for any “catch-up” payments
for quarters in which they were not employed by the Company.
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 or the
Compensation Committee if so delegated by the Board. In
its discretion, the Board, or the Compensation Committee if so
delegated by the Board, has the authority to approve a payment of
up to 50% of a participant’s annual target bonus 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
sixty (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 the Revenue goal generally will be made not
later than sixty (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
with the SEC.
Notwithstanding
anything to the contrary herein, no bonus is earned until it is
paid under this Plan. Therefore, in the event the
employment of a participant under this Plan is terminated (either
by the Company or by the participant, whether voluntarily or
involuntarily) before a bonus is paid, then the participant 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 ful
