Chordiant Software, Inc. Amended and Restated 1999 Non-Employee Directors? Stock Option Plan Restricted Stock Award Grant Notice For Non-U.S. Directors

Chordiant Software, Inc. (the “Company” ), pursuant to its 1999 Amended and Restated Non-Employee Directors’ Stock Option Plan (the “Plan” ), hereby awards to Participant the award of shares of restricted stock of the Company (the “ Award ”) set forth below.  This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement (the “ Award Agreement ”) (including any appendix to the Award Agreement for Participant’s country (the “Appendix” )) and the Plan, all of which are attached hereto and incorporated herein in their entirety.  Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan.  In the event of any conflict between the terms set forth herein and the Plan, the terms of the Plan shall control.

Vesting Schedule:    Subject to the Participant’s Continuous Service, this Award shall vest in full on the earlier of (a) the first anniversary of the most recent Annual Meeting and (b) the date of the first Annual Meeting following the Date of Grant.

Additional Terms/Acknowledgements:   The undersigned Participant acknowledges receipt of, and understands and agrees to, this Award Grant Notice, the Award Agreement (including any Appendix) and the Plan (collectively, the “Award Documents”) and has received the Plan prospectus.  Participant further acknowledges that, as of the Date of Grant, the Award Documents set forth the entire understanding between Participant and the Company with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice” ) and this Restricted Stock Award Agreement (the “Award Agreement” ), including any appendix for your country (the “Appendix” ), Chordiant Software, Inc. (the “Company” ) has awarded you, pursuant to its 1999 Amended and Restated Non-Employee Directors’ Stock Option Plan (the “Plan” ), the Award as indicated in the Grant Notice.  Unless otherwise defined herein or in the Grant Notice, capitalized terms shall have the meanings set forth in the Plan.

The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1.   Entitlement to Shares.

(a)   Award .  The Award shall be as set forth in the Grant Notice.  By signing the Grant Notice, you hereby agree to acquire from the Company, and the Company hereby agrees to issue to you, the aggregate number of shares of Common Stock specified in your Grant Notice for the consideration set forth in Section 1(c) below, and subject to all of the terms and conditions of this Award Agreement and the Plan.  You may not acquire less than the aggregate number of shares specified in the Grant Notice.

(b)   Closing .  You will acquire the shares by delivering your Grant Notice, executed by you in the manner required by the Company, to the Corporate Secretary of the Company, or to such other person as the Company may designate, during regular business hours, on the date that you have executed the Grant Notice (or at such other time and place as you and the Company may mutually agree upon in writing) (such date, not later than thirty (30) days following the Grant Date, the “ Closing Date ”) along with any consideration, other than your services, if any, required to be delivered by you by law on the Closing Date and such additional documents as the Company may then require.  The Company will direct the transfer agent for the Company to deliver to Escrow Agent (as defined in Section 8 below) pursuant to the terms of Section 8 below, the certificate or certificates evidencing the shares of Common Stock being acquired by you.  You acknowledge and agree that any such shares may be held in book entry form directly registered with the transfer agent or in such other form as the Company may determine.

(c)   Consideration .  Unless otherwise required by law, the shares of Common Stock to be delivered to you on the Closing Date shall be deemed paid, in whole or in part in exchange for the services rendered or to be rendered by you to the Company or an Affiliate in the amounts and to the extent required by law.  In the event additional consideration is required by law so that the Common Stock acquired under this Award Agreement is deemed fully paid and nonassessable, the Board shall determine the amount and character of such additional consideration to be paid.

(d)   Vesting .  The Award shall be subject to vesting in accordance with the Vesting Schedule set forth on the Grant Notice, as modified by this Section 1(d).  Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Award Documents are “ Vested Shares .”  Shares acquired by you pursuant to this Award Agreement that are not Vested Shares are “ Unvested Shares .”

(i)   Termination of Continuous Service; Reacquisition Right .   The Company shall simultaneously with the termination of your Continuous Service automatically reacquire (the “ Reacquisition Right ”) for no consideration all of the Unvested Shares, unless the   Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares.  Any such waiver shall be exercised by the Company by written notice to you or your representative (with a copy to Escrow Agent, as defined below) within ninety (90) days after the termination of your Continuous Service, and Escrow Agent may then release to you the number of Unvested Shares not being reacquired by the Company.  If the Company does not waive its Reacquisition Right as to all of the Unvested Shares, then upon such termination of your Continuous Service, Escrow Agent shall transfer to the Company the number of Unvested Shares the Company is reacquiring.  The Reacquisition Right shall expire when all of the shares have become Vested Shares.  Notwithstanding the foregoing, the Company shall not exercise its Reacquisition Right for such period of time following your acquisition of the shares of Common Stock issued pursuant to this Award as necessary to avoid a charge to earnings for financial accounting purposes, as determined in good faith by the Board.

(ii)   Accelerated Vesting on Change in Control .   In the event of a: (1) a dissolution, liquidation or sale of all or substantially all of the assets of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) the acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors, in each case other than a merger or consolidation for the purpose of a change in domicile, and provided you remain in Continuous Service with the Company as of immediately prior to such transaction, then the vesting of this Award will be automatically accelerated in full as of immediately prior to such transaction.

(iii)   Assumption of Award .  As provided in Section 12(B) of the Plan, in the event of a transaction described in Section 12(B) of the Plan, the Reacquisition Right may be assigned by the Company to the successor of the Company (or such successor’s parent corporation), if any, in connection with such transaction.  To the extent the Reacquisition Right remains in effect following such transaction, it shall apply to the new capital stock or other property received in exchange for the Common Stock in consummation of such transaction.

2.   Holding Period.   You agree that you will not sell or otherwise transfer (excluding transfers to certain family trusts as provided in Section 7 below) any of the shares of Common Stock issued under the Award until the earlier of (1) the second anniversary of the vesting date of the Award, (2) the closing of a transaction described in Section 1(d)(ii)  above, (3) the certification by the Board that you have suffered an Unforeseeable Emergency or (4) the termination of your Continuous Service as a result of death or Disability (such period, the “ Holding Period ”).  Shares sold or withheld by the Company to cover applicable withholding for Tax-Related Items (as defined in Section 3 below) will not be deemed a violation of the Holding Period.  The shares of Common Stock issued pursuant to this Award shall be endorsed with appropriate legends as determined by the Company and subject to escrow (as provided in Section 8 below) in order to enforce the provisions of this Section 2, and you will enter into such other arrangements as determined reasonably necessary by the Company in order to enforce the provisions of this Section 2.

3.   Withholding Obligations.

(a)   Regardless of any action the Company   or an Affiliate takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you ( “Tax-Related Items” ), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or an Affiliate.  You acknowledge that the Company and/or any Affiliate (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant or vesting of the Award, the issuance of shares of Common Stock, the expiration of the Reacquisition Right and the Holding Period, the sale of shares of Common Stock acquired under the Plan and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.  Further, if you have become subject to tax in more than one jurisdiction between the Date of Grant set forth in the Grant Notice and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company   and/or an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)   Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or an Affiliate to satisfy all Tax-Related Items.  In this regard, you authorize the Company and/or an Affiliate, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common Stock subject to the Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.

(c)   Unless the withholding obligations of the Company and/or any Affiliate with regard to all Tax-Related Items are satisfied, the Company shall have no obligation to deliver any shares of Common Stock to you.  Finally, you agree to indemnify and hold the Company and/or any Affiliate harmless from any failure by the Company and/or any Affiliate to withhold the proper amount.

4.   Rights as Stockholder. Subject to the provisions of this Award Agreement, you shall have the right to exercise all rights and privileges of a stockholder of the Company with respect to the shares of Common Stock deposited   in the Joint Escrow (as defined in Section 8 below).  You shall be deemed to be the holder of the shares of Common Stock for purposes of receiving any dividends that may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of the shares are Unvested Shares.

5.   Capitalization Adjustments; Dividends .   The number of shares of Common Stock subject to your Award will be adjusted from time to time for capitalization adjustments, as provided in Section 12(A) of the Plan.  Any shares, cash or other property received in respect of the shares of Common Stock subject to this Award, whether pursuant to an adjustment made under Section 12(A) or otherwise, will be subject to the terms and conditions of this Award to the extent such terms are then applicable to such shares of Common Stock.

6.   Securities Law Compliance .  The grant of your Award and the issuance of any shares of Common Stock pursuant to an Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities.  You may not be issued any shares of Common Stock pursuant to an Award if the issuance of shares of Common Stock would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed.  In addition, you may not be issued any shares of Common Stock pursuant to an Award unless (i) a registration statement under the Securities Act shall at the time of issuance be in effect with respect to the shares of Common Stock or (ii) in the opinion of legal counsel to the Company, the shares of Common Stock may be issued in ac