Exhibit
10.92
20400 Stevens Creek
Blvd.
This letter sets
forth the substance of the separation agreement (the
“Agreement”) that Chordiant Software, Inc. (the
“Company”) is offering to you to aid in your employment
transition.
1.
Separation. Your last day of work with the
Company and your employment termination date will be February 13,
2009 (the “Separation Date”).
2.
Accrued Salary. On the Separation Date, the
Company will pay you all accrued salary earned through the
Separation Date, subject to standard payroll deductions and
withholdings. You are entitled to this payment
regardless of whether or not you sign this Agreement.
3.
Severance Benefits. If you sign this Agreement
and allow the release contained herein to become effective, then
the Company will provide you with the following severance
benefits:
a.
Severance Payments. The Company will make
severance payments to you in the form of continuation of your base
salary in effect on the Separation Date for a period of six (6)
months following the Separation Date (“the Severance
Payments”). The Severance Payments will be made on
the Company’s ordinary payroll dates, and will be subject to
standard payroll deductions and withholdings. The
Severance Payments will commence on the first regular payday
following the Effective Date, as defined in paragraph 12
below. On the first payroll payday following the
Effective Date, the Company will pay you, in a lump sum, the salary
continuation payments that you would have received on or prior to
such date but for the delay in the effectiveness of the release,
with the balance of the cash severance being paid as scheduled.
b.
Bonus/Commission Severance Payment. As an
additional severance benefit, the Company will allow you to earn
bonuses and commissions under the terms of the FY2009 Vice
President Worldwide Sales Incentive Bonus Plan (the
“Plan”) as though you were an active employee through
March 31, 2009 (the “Bonus/Commission Severance
Payments”).
Any
Bonus/Commission Severance Payments shall be subject to standard
payroll deductions and withholdings, and shall be paid to you on
the later of: (i) the date(s) the amount(s) would otherwise be
payable under the Plan; or (ii) within seven (7) days after the
Effective Date. You will not earn, be deemed to have
earned or be eligible to earn any bonuses or commissions under the
Plan after March 31, 2009.
c.
Health Insurance . To the extent provided by the
federal COBRA law or, if applicable, state insurance laws, and by
the Company’s current group health insurance policies, you
will be eligible to continue your group health insurance benefits
at your own expense. Later, you may be able to convert
to an individual policy through the provider of the Company’s
health insurance, if you wish. If you timely elect
continued coverage under COBRA, the Company, as part of this
Agreement and as an additional severance benefit, will pay your
COBRA premiums for six (6) months following the Separation Date
(“COBRA Premiums”).
4.
Equity. You were granted certain equity interests in the
Company’s common stock. Under the terms of the
governing documents, vesting of those equity interests will cease
as of the Separation Date, and your rights to exercise your vested
equity interests will be as set forth in the governing plan
documents.
5.
Other Compensation or Benefits. You acknowledge
that, except as expressly provided in this Agreement, you will not
receive any additional compensation, severance or benefits after
the Separation Date.
6.
Expense Reimbursements. You agree that, within
ten (10) days of the Separation Date, you will submit your final
documented expense reimbursement statement reflecting all business
expenses you incurred through the Separation Date, if any, for
which you seek reimbursement. The Company will reimburse
you for these expenses pursuant to its regular business
practice.
7.
Return of Company Property. By the Separation
Date, you agree to return to the Company all Company documents (and
all copies thereof) and other Company property that you have had in
your possession at any time, including, but not limited to, Company
files, notes, drawings, records, business plans and forecasts,
financial information, specifications, computer-recorded
information, tangible property (including, but not limited to,
computers, blackberry devices and cell phones), credit cards, entry
cards, identification badges and keys; and any materials of any
kind that contain or embody any proprietary or confidential
information of the Company (and all reproductions thereof).
8.
Proprietary Information Obligations. Both during
and after your employment you acknowledge your continuing
obligations under your Employee Proprietary Information and
Inventions Agreement, a copy of which is attached
