Attached files
file | filename |
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10-Q - CHORDIANT SOFTWARE INC | d10q.htm |
EX-31.1 - CHORDIANT SOFTWARE INC | ex311.htm |
EX-32.1 - CHORDIANT SOFTWARE INC | ex321.htm |
EX-31.2 - CHORDIANT SOFTWARE INC | ex312.htm |
EX-21.1 - CHORDIANT SOFTWARE INC | ex211.htm |
EX-10.76 - CHORDIANT SOFTWARE INC | ex1076.htm |
EX-10.75 - CHORDIANT SOFTWARE INC | ex1075.htm |
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
10.77
Chordiant
Software, Inc.
Fiscal
Year 2010 General Counsel Incentive Bonus Plan
Mr.
David Zuckerman:
Your
variable compensation for the Company’s 2010 fiscal year will be governed by
this Chordiant Software, Inc. Fiscal Year 2010 General Counsel Incentive Bonus
Plan (the “Plan”). Your bonus target is 48.5% of your base
salary. Your bonuses under this Plan, if any, will be calculated and
paid quarterly (excluding the qualitative portion described below, if any, which
will be calculated and paid annually), and will be determined as set forth
below. Total bonuses earned in the fiscal year under this Plan shall
not exceed 200% of your annual bonus target.
Quantitative
Measures – 72.14% of Bonus Target
72.14%
of your bonus target will be determined pursuant to the Chordiant Software, Inc.
Fiscal Year 2010 Executive Incentive Bonus Plan set forth on Attachment A
hereto.
Qualitative
Measures – 27.86% of Bonus Target
27.86%
of your bonus target will be determined pursuant to the qualitative measures
described below. As General Counsel, you report to the Board in your
capacity as Chief Compliance Officer. Each quarter you shall submit a
report to the Audit Committee or Compensation Committee on your activities in
this role for evaluation by the Committee. At the end of the fiscal
year, the Compensation Committee shall recommend to the Board, for its final and
exclusive determination, a bonus, if any, based on your performance in this
role. You are eligible to receive a bonus under this qualitative portion of the
Plan regardless of whether you earn a bonus under the quantitative portion of
the Plan. However, you may not earn more than 100% of your bonus
target under this qualitative portion of the Plan unless you earn more than 100%
of your bonus target under the quantitative portion of the Plan.
Payment
and Miscellaneous
The
“Payment” and “Miscellaneous” sections of Attachment A hereto are hereby
incorporated by reference.
* * *
I
have read and understand this Chordiant Software, Inc. Fiscal Year 2010 General
Counsel Incentive Bonus Plan and hereby accept its terms.
/s/
David Zuckerman
|
01/05/2010
|
||
David
Zuckerman
|
Date
|
||
Vice
President, General Counsel & Secretary
|
|||
/s/
Steven R. Springsteel
|
01/05/2010
|
||
Steven
R. Springsteel
|
Date
|
||
Chairman,
President and Chief Executive Officer
|
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.
Attachment
A
Chordiant
Software, Inc. Fiscal Year 2010 Executive Incentive Bonus Plan
--See
Attached--
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.
Chordiant
Software, Inc.
Fiscal
Year 2010 Executive Incentive Bonus Plan
This
Fiscal Year 2010 Executive Incentive Bonus Plan (the “Plan”) will cover all
Executive Officers and Vice Presidents of the Company (except for the Company’s
Senior Vice President and General Manager, Worldwide Client Services; Senior
Vice President, Sales; Vice President, General Counsel and Secretary; as well as
individuals on 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 a press release and filed on a Form 8-K at the end of
each fiscal quarter) for the Company’s 2010 fiscal year versus the Company’s
fiscal year 2010 operating plan on three quantitative measures: Bookings,
Revenue, and Non-GAAP Operating Income (all as defined below).
General
Bonuses
will be calculated and paid quarterly using year-to-date numbers. Each quarter,
a participant is eligible to receive a bonus equal to twenty-five percent (25%)
of his or her annual bonus target for each plan component, subject to “catch-up”
payments described below. Payments for any given quarter will include
any cumulative “catch up” payment for any prior quarter(s) shortfall and will be
limited to a maximum of 100% of the participant’s bonus target for the
year-to-date period.
At
the end of the 2010 fiscal year, the Company will evaluate its attainment on the
aforementioned three quantitative measures against its fiscal year 2010
operating plan. Payment for attainment in excess of 100% of the annual goals for
such measures under the fiscal year 2010 operating plan will be paid at the end
of the fiscal year.
A
participant’s total bonus payments under this Plan shall not exceed 200% of his
or her fiscal year 2010 bonus target.
Plan
Components (in $US)
·
|
Bookings
|
·
|
Revenue
(GAAP)
|
·
|
Non-GAAP
Operating Income
|
Component #1–
Bookings
Weighting
– 33.33%
Quarter
|
Year-to-Date
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|||||
Q1
|
$
[ ]
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$
[ ]
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||||
Q2
|
$
[ ]
|
$
[ ]
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||||
Q3
|
$
[ ]
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$
[ ]
|
||||
Q4
|
$
[ ]
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$
[ ]
|
||||
FY2010
|
$
[ ]
|
Performance*
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Payout*
|
|||||||
Thresholds
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80%
|
50%
|
||||||
100%
|
100%
|
|||||||
120%
|
150%
|
|||||||
150%
|
200%
|
*Performance
and payout interpolate between levels
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.
Component #2 –Revenue
(GAAP)
Weighting
– 33.33%
Quarter
|
Year-to-Date
|
|||||
Q1
|
$
[ ]
|
$
[ ]
|
||||
Q2
|
$
[ ]
|
$
[ ]
|
||||
Q3
|
$
[ ]
|
$
[ ]
|
||||
Q4
|
$
[ ]
|
$
[ ]
|
||||
FY2010
|
$
[ ]
|
Performance*
|
Payout*
|
|||||||
Thresholds
|
80%
|
50%
|
||||||
100%
|
100%
|
|||||||
120%
|
150%
|
|||||||
150%
|
200%
|
*Performance
and payout interpolate between levels
Component #3 –Non-GAAP
Operating Income
Weighting
– 33.33%
Quarter
|
Year-to-Date
|
|||||
Q1
|
$
[ ]
|
$
[ ]
|
||||
Q2
|
$
[ ]
|
$
[ ]
|
||||
Q3
|
$
[ ]
|
$
[ ]
|
||||
Q4
|
$
[ ]
|
$
[ ]
|
||||
FY2010
|
$
[ ]
|
Performance*
|
Payout*
|
|||||||
Thresholds
|
80%
|
50%
|
||||||
100%
|
100%
|
|||||||
120%
|
150%
|
|||||||
150%
|
200%
|
*Performance
and payout interpolate between levels
Bookings
“Bookings”
is defined as the booking amount measured and represented by the non-cancelable
portion of revenue under a contract or contracts, plus executed statements of
work. The cancelable portion of a contract will receive booking
credit when the customer and/or the Company performs tasks specified in the
contract or a time limitation contained in the contract expires such that the
contract relating to that portion of bookings is no longer cancelable by the
customer.
Subject
to the “General” terms above, each quarter a participant is eligible to receive
a bonus based on Bookings determined as follows:
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.
· If
the Company does not achieve at least 80% of its year-to-date Bookings goal,
then no bonus for Bookings will be paid for the quarter.
· If
the Company achieves at least 80% of its year-to-date Bookings goal, participant
will be paid 50% of his or her bonus target for Bookings for the
quarter. For each 1% of the Bookings goal achieved above 80% (up to
100%), participant will be paid an additional 2.5% of his or her bonus target
for Bookings for the quarter.
· If
the Company achieves at least 100% of its year-to-date Bookings goal,
participant will be paid 100% of his or her bonus target for Bookings for the
quarter. For each 1% of the Bookings goal achieved above 100% (up to
120%), participant will be paid an additional 2.5% of his or her bonus target
for Bookings for the quarter.
· If
the Company achieves at least 120% of its year-to-date Bookings goal,
participant will be paid 150% of his or her bonus target for Bookings for the
quarter. For each 1% of the Bookings goal achieved above 120% (up to
150%), participant will be paid an additional 1.67% of his or her bonus target
for Bookings for the quarter.
Revenue
“Revenue”
is defined as revenue as recognized under GAAP on the Company’s quarterly
consolidated statement of operations in $US.
Subject
to the “General” terms above, each quarter a participant is eligible to receive
a bonus based on Revenue determined as follows:
· If
the Company does not achieve at least 80% of its year-to-date Revenue goal, then
no bonus for Revenue will be paid for the quarter.
· If
the Company achieves at least 80% of its year-to-date Revenue goal, participant
will be paid 50% of his or her bonus target for Revenue for the
quarter. For each 1% of the Revenue goal achieved above 80% (up to
100%), participant will be paid an additional 2.5% of his or her bonus target
for Revenue for the quarter.
· If
the Company achieves at least 100% of its year-to-date Revenue goal, participant
will be paid 100% of his or her bonus target for Revenue for the
quarter. For each 1% of the Revenue goal achieved above 100% (up to
120%), participant will be paid an additional 2.5% of his or her bonus target
for Revenue for the quarter.
· If
the Company achieves at least 120% of its year-to-date Revenue goal, participant
will be paid 150% of his or her bonus target for Revenue for the
quarter. For each 1% of the Revenue goal achieved above 120% (up to
150%), participant will be paid an additional 1.67% of his or her bonus target
for Revenue for the quarter.
Non-GAAP
Operating Income
“Non-GAAP
Operating Income” is defined as Non-GAAP Operating Income as reported on the
Company’s quarterly Non-GAAP consolidated statement of operations in $US.
Non-GAAP reconciliations historically have been included in a press release 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 addition, adjustments will be made
for any expenses directly related to merger and acquisition
activities.
Subject
to the “General” terms above, each quarter a participant is eligible to receive
a bonus based on Non-GAAP Operating Income determined as
follows:
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.
· If
the Company does not achieve at least 80% of its year-to-date Non-GAAP Operating
Income goal, then no bonus for Non-GAAP Operating Income will be paid for the
quarter.
· If
the Company achieves at least 80% of its year-to-date Non-GAAP Operating Income
goal, participant will be paid 50% of his or her bonus target for Non-GAAP
Operating Income for the quarter. For each 1% of the Non-GAAP
Operating Income goal achieved above 80% (up to 100%), participant will be paid
an additional 2.5% of his or her bonus target for Non-GAAP Operating Income for
the quarter.
· If
the Company achieves at least 100% of its year-to-date Non-GAAP Operating Income
goal, participant will be paid 100% of his or her bonus target for Non-GAAP
Operating Income for the quarter. For each 1% of the Non-GAAP
Operating Income goal achieved above 100% (up to 120%), participant will be paid
an additional 2.5% of his or her bonus target for Non-GAAP Operating Income for
the quarter.
· If
the Company achieves at least 120% of its year-to-date Non-GAAP Operating Income
goal, participant will be paid 150% of his or her bonus target for Non-GAAP
Operating Income for the quarter. For each 1% of the Non-GAAP
Operating Income goal achieved above 120% (up to 150%), participant will be paid
an additional 1.67% of his or her bonus target for Non-GAAP Operating Income for
the quarter.
Profitability
Requirement
Notwithstanding
anything to the contrary herein, no bonus will be paid under this plan in any
quarter, relating to any component, unless the Company is profitable on a
Non-GAAP Operating Income basis in that quarter.
Pro-Ration
Participants
joining the Company after the beginning of the Company’s 2010 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 Compensation 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 bonus target without regard to the performance
criteria set forth in this Plan.
Bonuses
are generally paid within forty-five (45) to sixty (60) days after the end of a
given quarter. Bonuses are then paid in the next regularly-scheduled
paycheck. 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.
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.
Miscellaneous
Questions
regarding the Plan should be directed to the Chief Executive Officer or the Vice
President, Human Resources. Acceptance of payment(s) under this Plan
constitutes full and complete acceptance of its terms and
conditions. Any eligible participant who wishes not to participate in
this Plan must notify the Vice President, Human Resources in writing of their
desire and intent.
Except
as otherwise required by local law, nothing in this Plan is intended to alter
the at-will nature of employment with the Company, that is, the participant’s
right or the Company’s right to terminate the participant’s 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.
This
Plan contains the entire agreement between the Company and the participant on
this subject, and supersedes all prior bonus compensation plans or programs
between the Company and participant, and all previous oral or written statements
regarding any such bonus compensation programs or plans.
This
Plan shall be governed by and construed under the laws of the State of
California for U.S. employees, and the laws of the country of the employee’s
residence for non-U.S. employees.
* * *
I
have read and understand the provisions of this 2010 Executive Incentive Bonus
Plan and hereby accept its terms.
/s/
David Zuckerman
|
David
Zuckerman
|
01/05/2010
|
|||
David
Zuckerman
|
Employee
Name (Printed)
|
Date
|
|||
/s/
Steven R. Springsteel
|
01/05/2010
|
||||
Steven
R. Springsteel
|
Date
|
||||
Chairman,
President and Chief Executive Officer
|