Attached files
file | filename |
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10-Q - FORM 10-Q - CALLIDUS SOFTWARE INC | f56517e10vq.htm |
EX-31.1 - EX-31.1 - CALLIDUS SOFTWARE INC | f56517exv31w1.htm |
EX-32.1 - EX-32.1 - CALLIDUS SOFTWARE INC | f56517exv32w1.htm |
EX-10.26 - EX-10.26 - CALLIDUS SOFTWARE INC | f56517exv10w26.htm |
EX-10.8.1 - EX-10.8.1 - CALLIDUS SOFTWARE INC | f56517exv10w8w1.htm |
EX-10.3.1 - EX-10.3.1 - CALLIDUS SOFTWARE INC | f56517exv10w3w1.htm |
Exhibit 10.27
June 16, 2010
Meredith Calvert
Callidus Software, Inc.
9050 Capital of Texas Hwy North
Suite 260
Austin, TX 78759
Callidus Software, Inc.
9050 Capital of Texas Hwy North
Suite 260
Austin, TX 78759
Dear Meredith:
Congratulations on your new position as Senior Vice President, Customer Support and Services
effective June 18, 2010, reporting to Leslie Stretch, President and Chief Executive Officer.
Your starting salary will be $200,000.00 per year, which equals $16,666.67 per month, subject
to periodic review. In addition, you will be eligible to participate in an annual executive
incentive compensation plan of 60% of your base salary which may be over or under achieved based
upon Company performance and your ability to meet your objectives under the plan. As a further
incentive, we will recommend to the Board of Directors that you be granted a non-qualified option
(the Option) to purchase 75,000 shares of Callidus Software Inc. common stock subject to the
terms and conditions of the Companys stock plan, and the Companys policies and procedures. Such
Option shall be granted effective as of the last trading day of a month in which no trading
restrictions or trading freeze are in place under the Companys Insider Trading Policy in
accordance with the Companys Equity Award Administration Policy currently in effect
(Administration Policy), which in this case is expected to be the last trading day of July 2010
(the Grant Date).The Option shall vest over a period of four years in equal monthly
installments and shall have an exercise price equal to the fair market value of Callidus
common stock on the Grant Date, determined in accordance with the 2003 Stock Incentive Plan, as
amended.
In addition, we will recommend to the Board that you be awarded 35,000 shares of Callidus
common stock in the form of restricted stock units (the RSU), subject to the terms and conditions
of the Companys 2003 Stock Incentive Plan and the Companys policies and procedures.
Such RSU shall be awarded effective on the last trading day of a month in which no trading
restrictions or trading freeze are in place under the Companys Insider Trading Policy in
accordance with the Administration Policy, which is expected to be the last trading day of July
2010 (Award Date); and the RSU shall vest over a period of three years in quarterly installments
on the Companys standard vesting dates which are the on the last trading days of each January,
April, July and October.
Vesting of the Option and RSU are each subject to your continued employment with the Company on
each applicable vesting date.
As a new member of executive management, we will also recommend to the Board that you be
classified as a Section 16 officer of Callidus, and that you should therefore be granted benefits
in connection with a corporate change of control and indemnification in the case of litigation.
Copies of our Board approved Change of Control Agreement and Indemnification Agreement are included
for your review and execution. You will need to execute and return these agreements to me for them
to become effective.
The Company is an at will employer, which means that the employment relationship may be
terminated at any time by either the Company or by you, with or without notice and with or without
cause.
By signing below, you acknowledge that your employment at Callidus is for an unspecified duration,
and neither this letter, nor your acceptance thereof, constitutes a contract of employment. Should
you be involuntarily terminated other than for cause at any time, you shall receive a 7-month base
pay severance payment (lump sum) and payment of your applicable COBRA for 7 months, in return for
signing a full release of rights.
Upon separation from the Company for any reason, you also agree to return to the Company any
equipment that has been provided to you or reimburse the Company the cost for such equipment. The
Company reserves the right to deduct such costs from any final payments made to you in accordance
with state and federal laws.
Welcome to the Executive Team!
Sincerely,
/s/ Leslie Stretch
Leslie Stretch
President and Chief Executive Officer
Callidus Software Inc.
President and Chief Executive Officer
Callidus Software Inc.
I accept the terms of this letter and agree to keep the terms of this letter confidential.
/s/ Meredith Calvert
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