Attached files
| file | filename |
|---|---|
| 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-10.9B - 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-10.10A - EXHIBIT 10.10A - Cornerstone OnDemand Inc | v209759_ex10-10a.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 10.9C
Confidential
Treatment Requested by Cornerstone OnDemand, Inc.
Cornerstone
OnDemand Commission Plan
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EMPLOYEE
NAME:
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David
Carter
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PLAN
TYPE:
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Vice
President of Sales
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EFFECTIVE
DATE:
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January
1, 2011
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TERM:
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One
(1) year from Effective
Date
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The
following sets forth the terms and conditions of your commission plan (the
“Plan”). The Plan does not automatically renew at the end of the
Term, and is only valid for the Term, unless it is revised by Cornerstone during
the Term. Cornerstone’s Board of Directors (or its authorized
committee or delegate) and/or Cornerstone’s CEO may amend, modify, alter,
suspend, or terminate the Plan at any time and in its sole
discretion. The Plan may only be modified with the prior written
approval of Cornerstone’s CEO. All calculations and determinations
with respect to the Plan shall be made by Cornerstone in its sole discretion,
and shall be final.
In
addition, Cornerstone reserves the right to change at any time the products,
services, customers, territories, accounts, commissions or bonuses assigned to
you.
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1)
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Definitions.
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a)
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“Territory” means the
territory assigned by your manager.
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b)
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“Approved Contract” means
a written agreement, amendment, addendum, and/or statement of work with
approved pricing between Cornerstone and a customer headquartered in the
Territory for Cornerstone software and/or services, duly executed on
behalf of Cornerstone by its CEO or General Manager EMEA (for contracts
with non-U.S. customers and only with the CEO’s approval) or an authorized
designee during the Term.
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c)
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“Revenue” means the
fee(s) in an Approved Contract contractually committed at the time of its
execution.
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d)
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“Software Revenue” means
Revenue attributable to software subscriptions, course registrations,
content delivery and/or language
packs.
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e)
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“Service Revenue” means
Revenue attributable to: (1) professional services (i.e., implementation
services, business consulting, technical consulting and educational
services); (2) e-learning content sales, less royalties and/or fees for
content payable to third-party content vendors; or (3) other value-add
services (e.g., outsourced administration, solution optimization, and gold
support).
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f)
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“Commission” means
incentive compensation relating to procurement by you/and or your team of
an Approved Contract, calculated as a percentage of applicable
Revenue.
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g)
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“First-Year” means the
first twelve (12) months of an Approved
Contract.
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h)
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“Quota” means the
following amount of combined First-Year Software Revenue and First-Year
Service Revenue across all Approved Contracts procured primarily by you
and/or a member of your team:
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$25,000,000,
at least $[***] of which must be First-Year Software Revenue.
CONFIDENTIAL
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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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1
Exhibit 10.9C
Confidential
Treatment Requested by Cornerstone OnDemand, Inc.
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2)
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Earned
Commissions.
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Commissions
are deemed to be earned (“Earned Commissions”) for a
given contract year of an Approved Contract when all of the following
conditions have been satisfied:
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a)
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There
is a valid Approved Contract in
place.
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b)
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You
and/or your team were primarily responsible for procuring the Approved
Contract.
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c)
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A
minimum of twenty-five percent (25%) of the total combined Software
Revenue and Service Revenue for that year has been invoiced and received by
Cornerstone (“Revenue
Receipt Date”).
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d)
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You
are employed by Cornerstone on the Revenue Receipt
Date.
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3)
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Payment of
Commissions.
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Cornerstone
will pay Earned Commissions within thirty-five (35) days of the date the
Commissions are earned (as described in Section 2 above).
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4)
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Commission
Rates.
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a)
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Regular Commission
Rates. Regular Commissions are as
follows:
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i)
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Service
Revenue:
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0.5%
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ii)
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Software
Revenue:
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If
the initial term
Approved
Contract is:
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Your
Commission for:
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|||||||||||
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Year
1 is:
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Year
2 is:
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Year
3 is:
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||||||||||
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2+
years
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1 | % | 0.675 | % | 0.5 | % | ||||||
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1-2
years
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1 | % | 0.675 | % | ||||||||
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1
year or less
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1 | % | ||||||||||
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b)
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Accelerated Commission
Rates. Accelerated Commissions will apply to Approved
Contract amounts exceeding one hundred percent (100%) of your total Quota
in all categories during the Term. For the categories listed below,
accelerated Commissions replace regular
Commissions. Accelerated Commissions are as
follows:
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i)
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Service
Revenue:
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0.75%
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ii)
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Year
1 Software Revenue:
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2%
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5)
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Bonus.
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If
you achieve the following Quota milestone by the following
date:
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You
will be eligible for a bonus of:
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|||
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$[***]
by March 31, 2011
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$5,000
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|||
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$[***]
by June 30, 2011
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$5,000
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|||
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$[***]
by June 15, 2011
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$10,000
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$[***]
by September 30, 2011
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$5,000
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$[***]
by December 31, 2011
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$5,000
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CONFIDENTIAL
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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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2
Exhibit 10.9C
Confidential
Treatment Requested by Cornerstone OnDemand, Inc.
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6)
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Termination of Your
Employment.
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a)
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Nothing
contained in this document in any way changes or limits the “at-will”
nature of the employment relationship between Cornerstone and
you.
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b)
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In
the event that your employment with Cornerstone terminates, you will only
be paid for Earned Commissions on or prior to the date of your termination
or transfer.
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7)
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Miscellaneous.
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a)
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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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b)
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You
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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c)
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The
Plan supersedes any prior written or verbal discussions, agreements or
understandings with respect to the bonuses, commissions and similar items
of compensation for sales made during the
Term.
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d)
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In
the event that any provision or any portion of any provision hereof
becomes or is declared by a court or administrative agency of competent
jurisdiction to be illegal, unenforceable, or void, this Plan shall
continue in full force and effect without said provision or portion of
provision.
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e)
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The
law governing the Plan, as well as venue for any action, shall be the
state where the employee is
employed.
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f)
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Notwithstanding
anything to the contrary herein, all calculations regarding Quota,
Software Revenue, Service Revenue, and Commissions are subject at all
times to the Conflict Rules, which shall be made available to you online
(link to be provided).
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CORNERSTONE
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By:
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Adam
Miller, CEO
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Date:
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Agreed
and accepted:
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|||
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By:
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David
Carter
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Date:
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CONFIDENTIAL
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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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3