Exhibit 10.1
August 29, 2005
[Address]
Re: Amendment to
April 24, 1998 Offer Letter
Dear Sam:
This amendment (“ Amendment
”) to your April 24, 1998 offer letter ( “Offer
Letter” ) sets forth the benefits that Chordiant
Software, Inc. (the “Company” ) is offering to
you in connection with your continued employment with the Company.
The effective date of this Amendment is January 1,
2005.
1. Employment.
Paragraph 1 of the Offer Letter
shall be deleted in its entirety and replaced with the
following:
As Chairman and Chief Strategy
Officer of the Company, you will work in Cupertino, California and
perform the duties customarily associated with this position, and
such duties as may be assigned to you by the Company’s Board
of Directors. Your employment with the Company will continue to be
on an at-will basis.
2. Compensation.
Paragraph 2 of the Offer Letter
shall be deleted and replaced with the following:
Your base salary will be $250,000
per year, less standard deductions and withholdings, paid
semi-monthly. You will not participate in the 2005 Executive Bonus
Program.
3. Equity Grants.
Paragraph 3 of the Offer Letter
shall be deleted and replaced with the following:
From time to time, the Board reviews
the outstanding restricted stock and/or additional options to
purchase the Company’s common stock (the “Equity
Awards” ) for senior Company executives and may issue
additional Equity Awards in the future at its
discretion.
4. Termination.
Subsection (ii) of Paragraph 6
shall be deleted in its entirety.
5. Post-Employment Consulting
Period. Paragraph 8 shall
be deleted in its entirety and replaced with the
following:
8. If at any time your employment,
prior to a Change of Control (as defined in the Change of Control
Agreement defined below), with the Company (a) is terminated
without Cause (as defined in your Offer Letter), or (b) you
resign for any reason, and if
you sign a general release of all
claims in a form acceptable to the Company and allow that release
to become effective, then the Company will provide you with a
consulting agreement containing the following terms (in addition to
standard terms):
(i) Consulting Period.
You will serve as a consultant for
the Company beginning on the first day after your termination of
employmen
