Attached files
| file | filename |
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| S-1/A - Cornerstone OnDemand Inc | v209759_s1a.htm |
| EX-4.1 - EXHIBIT 4.1 - Cornerstone OnDemand Inc | v209759_ex4-1.htm |
| EX-23.2 - EXHIBIT 23.2 - Cornerstone OnDemand Inc | v209759_ex23-2.htm |
| EX-10.9C - EXHIBIT 10.9C - Cornerstone OnDemand Inc | v209759_ex10-9c.htm |
| EX-10.9B - EXHIBIT 10.9B - Cornerstone OnDemand Inc | v209759_ex10-9b.htm |
| EX-10.9A - EXHIBIT 10.9A - Cornerstone OnDemand Inc | v209759_ex10-9a.htm |
| EX-10.10 - EXHIBIT 10.10 - Cornerstone OnDemand Inc | v209759_ex10-10.htm |
| EX-10.10B - EXHIBIT 10.10B - Cornerstone OnDemand Inc | v209759_ex10-10b.htm |
| EX-10.10C - EXHIBIT 10.10C - Cornerstone OnDemand Inc | v209759_ex10-10c.htm |
Exhibit 10.10A
Confidential
Treatment Requested by Cornerstone OnDemand, Inc.
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TO:
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Vincent
Belliveau, EMEA General Manager
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DATE:
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As
of January 1, 2009
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FROM:
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Adam
Miller, as CEO on behalf of Cornerstone OnDemand, Inc.
(“Cornerstone”)
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SUBJECT:
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Commission
Plan
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The
following sets forth the terms and conditions of your commission and bonus plan
(the “Plan”) attributable to the period of January 1, 2009 through
December 31, 2009 (the “Term”). This Plan supersedes any prior
written or verbal discussions, agreements or understandings with respect to the
bonuses, commissions and similar items of compensation (except for commissions
due under previous years’ commission plans). This Plan does not
automatically renew at the end of the Term, and is only valid for the
Term. The effective date of this plan is January 1, 2009. This Plan
may only be modified with the prior written approval of Cornerstone’s
CEO. All calculations and determinations with respect to this Plan
shall be made by Cornerstone in its sole discretion, and shall be
final.
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1)
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Annual Quota for Team
Sales, including Direct Sales, from new clients as well as from
incremental sales into existing accounts is each and all of
(i) €[***] in “Software Revenue” and (ii) €[***] in “Service
Revenue” invoiced and actually received by Cornerstone pursuant to
Approved Contracts executed and delivered during the Term (with time being
of the essence).
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a)
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“Approved
Contract” means a written agreement with approved pricing between
Cornerstone and a customer with respect to the licensing by such customer
of Cornerstone OnDemand, as procured primarily by the EMEA General Manager
(“Manager”) in question (herein considered a “Direct Sale”) or a
Salesperson under the direct supervision and in the region of the Manager
(herein considered a “Team Sale”), and duly executed on behalf of
Cornerstone by its CEO.
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b)
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“Software
Revenues” means, as the case may be, and without duplication of
clause 1(c) below, for the applicable year of the Approved Contract,
the monthly user fee set forth in the applicable Approved Contract
multiplied by the minimum number of monthly users set forth in such
Approved Contract multiplied by 12 months, or if there is no minimum
monthly user fee, then the minimum annual fee (for the applicable year of
such Approved Contract) attributable to the licensing of Cornerstone
OnDemand Software Modules.
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c)
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“Service
Revenue” means, without duplication of clause 1(b) above, revenue to
Cornerstone attributable to the provision of professional services (i.e.,
business consulting, technical consulting and educational services) by
Cornerstone to the client in the applicable Approved Contract, provided
that the associated statement of work providing for such Service Revenue
is executed and delivered contemporaneously with the Approved Contract to
which such statement of work is a part
thereof.
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d)
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Nothing
in this document obligates Cornerstone to enter into any Approved
Contracts or other agreements with any customer or
otherwise.
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e)
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Salespersons
are expected to follow the official Cornerstone pricing guidelines, which
are subject to change from time to time at Cornerstone’s sole
discretion.
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2)
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Commissions.
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a)
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For
Team Sales from new clients as well as from incremental sales into
existing accounts, including Direct
Sales:
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i)
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For
the first year of each Approved Contract executed and delivered during the
Term, the Commission shall be an amount equal
to:
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(1)
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Three Percent
(3%) of Software Revenue, payable reasonably promptly after the applicable
Software Revenue is invoiced and actually received by the Company,
plus
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(2)
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One Percent
(1%) of Service Revenue, payable reasonably promptly after the applicable
Service Revenue is invoiced and actually received by the
Company.
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[***]
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Information
has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Confidential
Treatment Requested by Cornerstone OnDemand, Inc.
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ii)
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For
the second year of each Approved Contract that has a least a two-year firm
term and that is executed and delivered during the Term, the Commission
for Software Revenue shall be Two Percent (2%), it being understood
that there will be no Commissions attributable to Service Revenue beyond
the first year of each Approved Contract. Payment of the
Software Revenue Commission for the second year of the term shall be
payable reasonably promptly after the applicable Software Revenue for such
second year of the Approved Contract is invoiced and actually received by
the Company.
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iii)
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For
the third year of each Approved Contract that has a least a three-year
firm term and that is executed and delivered during the Term, the
Commission shall be One Percent (1%) of Software Revenues for such
year, it being understood that there will be no Commissions attributable
to Service Revenue beyond the first year of each Approved
Contract. Payment of the Software Revenue Commission for the
third year of the term shall be payable reasonably promptly after the
applicable Software Revenue for such third year of the Approved Contract
is invoiced and actually received by the Company. No
Commissions, whether for Software Revenue, Service Revenue or otherwise:
will be due with respect to years four (4) or beyond of any Approved
Contract.
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iv)
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To
the extent an Approved Contract is less than three years in term and is
renewed, then it shall be treated as a multi-year contract in accordance
with 2(b)(ii) and 2(b)(iii) above, except that the Commission for Software
Revenue shall be One Percent (1%) and One-Half Percent (0.5%)
for years two and three
respectively.
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b)
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In
the event that the manager meets his Quota with respect to each and all of
Software Revenue and Service Revenue, then, for any amount above said
quota and derived from Approved Contracts executed prior to expiration of
the Term, the Commissions for each of Software Revenue and Service Revenue
for the first year of the term of the Approved Contract in question shall
be increased to Four and One-Half Percent (4.5%) and One
and One-Half Percent (1.5%),
respectively.
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3)
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Bonus
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a)
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The
Manager shall be eligible for a quarterly bonus as
follows:
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i)
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€3,000
if Team Sales exceed €[***] in Approved Contracts by March 31, 2009;
and
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ii)
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€3,000
if Team Sales exceed €[***] in Approved Contracts by June 30,
2009.
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b)
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In
addition, Manager shall be eligible for a year-end bonus as
follows:
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i)
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€3,000
if EMEA achieves €[***] in stand-alone Operating Profit (calculated as
Billings less Expenses) for 2009;
or
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ii)
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€7,500
if EMEA achieves €[***] in stand-alone Operating Profit (calculated as
Billings less Expenses) for 2009.
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4)
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Early Terminations of Approved
Contracts.
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a)
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In
the event of an early termination of an Approved Contract,1
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i)
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Manager
shall owe Cornerstone a pro-rated portion (calculated on the basis of a
365-day year) of the Commission actually paid for such year with respect
to such Approved Contract, and
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ii)
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Cornerstone
shall not owe Manager any Commissions or other compensation not yet paid
to Manager with respect to such Approved
Contract.
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_____________________
1 For
example, if there is an early termination of an Approved Contract (which had a
three-year term) upon the six month anniversary of its signing,
(a) Salesperson shall owe Cornerstone an amount equal to Fifty Percent
(50%) of each of the Software Revenue Commission and Service Revenue Commission
paid to Salesperson and attributable to the first year of such Approved
Contract, and (b) Cornerstone shall not owe Salesperson any Commissions or
other compensation with respect to the second or third year of the term of such
Approved Contract.
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[***]
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Information
has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions.
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Confidential
Treatment Requested by Cornerstone OnDemand, Inc.
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b)
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Manager
hereby expressly agrees that any amounts owed by Manager to Cornerstone
pursuant to Section 4(a)(i) above may be used to offset future
Commissions or other compensation payable to
Manager.
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5)
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Termination of Employment of
Manager.
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a)
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Nothing
contained in this document shall in any way limit or interfere with the
“at-will” nature of the employment relationship between Cornerstone and
Manager.
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b)
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In
the event that Manager terminates his/her employment with Cornerstone, or
Cornerstone terminates Manager’s employment for “Cause” (as hereinafter
defined), Cornerstone shall owe no Commissions, Bonus or other
compensation to Manager that has not already been paid to Manager (other
than salary and vacation pay, in each case accrued through the date of
termination).
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c)
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As
used herein, the term “Cause”
means:
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i)
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the
failure of the Manager to substantially perform his duties to the Company
(including, without limitation, meeting his/her Quota or being on
reasonable track to meet such Quota), other than a failure resulting from
the Manager’s physical or mental illness or impairment, which is not cured
within ten (10) days of the delivery to the Manager of written notice
thereof by Cornerstone;
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ii)
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an
act or omission by Manager which constitutes gross
misconduct;
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iii)
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a
material violation of a federal, state or local law or regulation
applicable to the business of Cornerstone;
or
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iv)
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a
breach by Manager of a material term, obligation, covenant, representation
or warranty in any agreement with Cornerstone or other written
representation to Cornerstone, which is not cured within ten (10) days of
the delivery to Manager of written notice thereof by
Cornerstone.
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d)
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In
the event that Cornerstone terminates Manager’s employment with
Cornerstone other than for “Cause”, Cornerstone shall owe no Commissions;
Bonus or other compensation that has not already been paid to Manager,
other than (i) any Commissions in accordance with Section 2a
that become due and payable within sixty (60) days after the date of such
termination, subject to Section 4 above, and (ii) salary and
vacation pay, in each case accrued through the date of
termination. In the event that Cornerstone terminates Manager’s
employment with Cornerstone other than for “Cause”, and an Approved
Contract that has been determined by Cornerstone to have been procured
primarily by Manager is subsequently executed and delivered within thirty
(30) days after such termination (a “Tailed Approved Contract”), then
Cornerstone agrees that, notwithstanding such termination, Manager shall
be paid his/her Commission attributable to the first year of such Tailed
Approved Contract, subject to all of the other terms and conditions of
this Plan.
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CORNERSTONE
ONDEMAND, INC.
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Manager: Vincent
Belliveau
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By:
___________________________
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By:
___________________________
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Name: Adam
Miller
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Title: CEO
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Date: __________________________
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Date: __________________________
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