2009 EQUITY INCENTIVE PLAN PERFORMANCE SHARES AGREEMENT

Participant Name:  [NAME]

Participant Address:  [ADDRESS]

Taleo Corporation (the “Company”) hereby awards you (the “Participant”), the number of performance shares indicated below (the “Performance Shares”) under the Company’s 2009 Equity Incentive Plan (the “Plan”).  Unless otherwise defined herein, the terms used but not defined in this Performance Shares Agreement (the “Award Agreement,” including this Notice of Grant and Appendix A hereto) will have the same defined assigned to them in the Plan. Subject to the provisions of Appendix A (attached hereto) and of the Plan, the principal features of this Award are as follows:

Subject to any acceleration provisions contained in the Plan or set forth below, the Performance Shares will vest in accordance with the following schedule:

[One-fourth (1/4 ^th ) of the Performance Shares shall vest on the one (1) year anniversary of the Vesting Commencement Date, and thereafter one-sixteenth (1/16 ^th ) of the Performance Shares shall vest on each quarterly anniversary of the Vesting Commencement Date, subject to Participant’s remaining a Service Provider through each applicable vesting date.]*

*Except as otherwise provided in Appendix A [TO BE INCLUDED UNLESS THE COMPENSATION COMMITTEE DETERMINES OTHERWISE: or in an employment or other agreement entered into on or prior to the Date of Grant between the Company and Participant as referenced in Section 3 of Appendix A], in the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Performance Shares, the unvested Performance Shares will immediately be forfeited and Participant’s right to acquire any Shares thereunder will immediately terminate.

Participant acknowledges and agrees that by clicking the [“ACCEPT”]OR[“ACKNOWLEDGE”] button on the E*TRADE on-line grant agreement response page, it will act as Participant’s electronic signature to this Award Agreement and will constitute Participant’s acknowledgement of and agreement with all of the terms and conditions of the Performance Shares, as set forth in this Award Agreement and the Plan.  Participant may, if he or she prefers, sign, date and return to the Company a paper copy of this Award Agreement.

TALEO CORPORATION

By: _________________________________                                                     

 [NAME]

Title: ________________________________                                                     

1.            Grant .  The Company hereby grants to the Participant named in the Notice of Grant of this Award Agreement under the Plan an Award of Performance Shares, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference.  Subject to Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.

2.            Company’s Obligation to Pay .  Each Performance Share represents the right to receive a Share on the date it vests (or at such later time indicated in this Award Agreement).  Unless and until the Performance Shares will have vested in the manner set forth in Sections 3 or 4 of this Award Agreement or Section 15 of the Plan, Participant will have no right to payment of any such Performance Shares.  Prior to actual payment of any vested Performance Shares, such Performance Shares will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.  Any Performance Shares that vest will be paid to Participant (or in the event of Participant’s death, to his or her to his or her properly designated beneficiary or estate) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in Section 7 of this Award Agreement.  No fractional Shares shall be issued under this Award Agreement.  Subject to the provisions of Section 4 of this Award Agreement, such vested Performance Shares will be paid in Shares upon or as soon as practicable after vesting, but in each such case within the period ending no later than sixty (60) days from the vesting date.  In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment of any Performance Shares payable under this Agreement.

3.            Vesting Schedule .  Except as provided in Section 4 of this Award Agreement and Section 15 of the Plan, and subject to Section 5 of this Award Agreement, the Performance Shares awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant attached this Award Agreement [TO BE INCLUDED UNLESS COMPENSATION COMMITTEE DETERMINES OTHERWISE AND MODIFIED AS NEEDED TO CONFORM TO THE APPLICABLE VESTING ACCELERATION PROVISIONS: which shall be deemed to include any acceleration of vesting provisions included in Participant’s written employment or other written agreement with the Company entered into on or prior to the Date of Grant that applies to performance shares, restricted stock units and/or restricted stock (each of which such provision is incorporated by reference herein)], subject to Section 15 of the Plan.  Performance Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.

4.            Acceleration of Vesting .

(a)            Administrator Discretion .  The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Performance Shares at any time, subject to the terms of the Plan.  If so accelerated, such Performance Shares will be considered as having vested as of the date specified by the Administrator.  Subject to the provisions of this Section 4 and Section 5 of this Award Agreement, if the Administrator, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Performance Shares, the payment of such accelerated Performance Shares shall be made as provided in Section 2; provided, however, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the payment of such accelerated Performance Shares nevertheless shall be made at the same time or times as if such Performance Shares had vested in accordance with the vesting schedule set forth in Section 3 of this Agreement, including any necessary application of Section 4(b) of this Agreement (whether or not the Participant remains a Service Provider as of such date(s)).  Notwithstanding the foregoing, any delay in payment pursuant to this Section 4(a) will cease upon the Participant’s death and such payment will be made as soon as practicable after the date of Participant’s death (and in all cases within ninety (90) days following such death).  For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

(b)            Termination as a Service Provider .  Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Performance Shares is accelerated in connection with the Participant’s termination as a Service Provider, such accelerated Performance Shares will not be payable by virtue of such acceleration until and unless the Participant has a “separation from service” within the meaning of Section 409A.  Further, and notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Performance Shares is accelerated in connection with Participant’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Performance Shares will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated the Performance Shares will not be made until the date six (6) months and one (1) day following the date of Participant’s termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the Performance Shares will be paid in Shares to the Participant’s estate or properly designated beneficiary as soon as practicable following his or her death (and in all cases within ninety (90) days of Participant’s death).

(c)            Change in Control .  Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of all or a portion of the Performance Shares accelerate (a) pursuant to Section 15(c) of the Plan in the event of a Change in Control that is not a “change in control” within the meaning of Section 409A or (b) pursuant to any other plan or agreement that

provides for acceleration in the event of a change in control that is not a “change in control” within the meaning of Section 409A, then the payment of such accelerated portion of the Performance Shares will be made in accordance with the timing of payment rules that apply to discretionary accelerations under Section 4(a) of this Award Agreement.  If the vesting of all or a portion of the Performance Shares accelerate in the event of a Change in Control that is a “change in control” within the meaning of Section 409A, then the payment of such accelerated Performance Shares shall be paid no later than the date that is sixty (60) days from the vesting date.

(d)           It is the intent of this Award Agreement to comply with the requirements of Section 409A so that none of the Performance Shares provided under this Award Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply.

5.            Forfeiture upon Termination of Status as a Service Provider .  Notwithstanding any contrary provision of this Award Agreement, the balance of the Performance Shares that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company and Participant’s right to acquire any Shares hereunder will immediately terminate.

6.            Death of Participant .  Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate (or such other person to whom the Performance Shares are transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution).  Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer and (c) written acceptance of the terms and conditions of this Award as set forth in this Award Agreement.

7.            Withholding of Taxes .   Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld with respect to such Shares.  If Participant fails to make satisf