Exhibit - 10.3 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT Borrower: Callidus Software, Inc. Address: 160 W. Santa Clara Street, Suite 1500 San Jose, California 95113 Date: Dated as of September 26, 2002. THIS LOAN AND SECURITY AGREEMENT (this...Loan and Security Agreement • September 23rd, 2003 • Callidus Software Inc • California
EXHIBIT 10.11 CALLIDUS SOFTWARE INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is effective as of ______________, by and between Callidus Software Inc., a Delaware corporation (the "COMPANY"), and _____________...Indemnification Agreement • September 23rd, 2003 • Callidus Software Inc • Delaware
EXHIBIT 10.27.1 AMENDMENT TO RIGHTS AGREEMENT This Amendment dated as of September 28, 2004 (the "AMENDMENT"), to the Rights Agreement (the "RIGHTS AGREEMENT"), dated as of September 2, 2004, between Callidus Software Inc., a Delaware corporation (the...Rights Agreement • November 15th, 2004 • Callidus Software Inc • Services-computer programming services
5,000,000 Shares (a)/ Common StockCallidus Software Inc • November 7th, 2003 • Services-computer programming services • New York
EXHIBIT 10.22 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2004 • Callidus Software Inc • Services-computer programming services
Exhibit 10.4 LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is entered into as of March 27, 2003, by and between CALLIDUS SOFTWARE, INC. ("Borrower") whose address is 160 W. Santa Clara Street, Suite 1500, San Jose,...Loan Modification Agreement • September 23rd, 2003 • Callidus Software Inc • California
Exhibit 10.19 CALLIDUS SOFTWARE INC. 1997 STOCK OPTION PLAN STOCK OPTION AGREEMENT --EARLY EXERCISE Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION...Stock Option Agreement • September 23rd, 2003 • Callidus Software Inc • California
UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2016 • Callidus Software Inc • Services-computer programming services • New York
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and CALLIDUS SOFTWARE INC. as Borrower Dated as of May 13, 2014Credit Agreement • May 13th, 2014 • Callidus Software Inc • Services-computer programming services
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of May 13, 2014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CALLIDUS SOFTWARE INC., a Delaware corporation (“Borrower”).
INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2015 • Callidus Software Inc • Services-computer programming services • Delaware
This Indemnity Agreement, dated as of ____________________ ____, 20___ is made by and between Callidus Software Inc., a Delaware corporation (“Company”), and _______________________________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
CALLIDUS SOFTWARE INC. as Issuer AND Wells Fargo Bank, National Association as TrusteeCallidus Software Inc • May 23rd, 2011 • Services-computer programming services • New York
INDENTURE, dated as of May 23, 2011 between Callidus Software Inc., a company duly incorporated and existing under the laws of Delaware, United States of American, and having its principal office at 160 Santa Clara Street, San Jose, CA 95113 as Issuer (the “Company”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
EXHIBIT 10.23 SEPARATION AND CONSULTING AGREEMENT SEPARATION AND CONSULTING AGREEMENT ("AGREEMENT") dated as of June 23, 2004, by and between Callidus Software Inc., a Delaware corporation (together with its successors, the "COMPANY"), and Reed D....Separation and Consulting Agreement • August 6th, 2004 • Callidus Software Inc • Services-computer programming services • California
AGREEMENT AND PLAN OF MERGER by and among SAP AMERICA, INC. EMERSON ONE ACQUISITION CORP. and CALLIDUS SOFTWARE INC. Dated as of January 29, 2018Agreement and Plan of Merger • January 30th, 2018 • Callidus Software Inc • Services-computer programming services
This AGREEMENT AND PLAN OF MERGER, dated as of January 29, 2018 (this “Agreement”), is by and among SAP America, Inc., a Delaware corporation (“Parent”), Emerson One Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Callidus Software Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.04 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
EXHIBIT 10.10 [Date] [Name] [Title] Callidus Software Inc. 160 West Santa Clara Street, Suite 1400 San Jose, CA 95113 Dear [Name]: This letter modifies any Stock Option Agreement ("Option Agreement") you may now or hereafter have with respect to the...Callidus Software Inc • November 17th, 2003 • Services-computer programming services
RIGHTS AGREEMENT dated as of September 2, 2004 between CALLIDUS SOFTWARE INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights AgentRights Agreement • September 3rd, 2004 • Callidus Software Inc • Services-computer programming services • New York
AGREEMENT dated as of September 2, 2004, between Callidus Software Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
ARTICLE 1 POSITION; TERM OF AGREEMENTEmployment Agreement • November 7th, 2003 • Callidus Software Inc • Services-computer programming services • California
ARTICLE 1 POSITION; TERM OF AGREEMENTEmployment Agreement • October 30th, 2003 • Callidus Software Inc • Services-computer programming services • California
EXHIBIT 10.10 [Date] [Name] [Title] Callidus Software Inc. 160 West Santa Clara Street, Suite 1400 San Jose, CA 95113 Dear [Name]: This letter modifies any Stock Option Agreement ("Option Agreement") you may now or hereafter have with respect to the...Callidus Software Inc • October 20th, 2003 • Services-computer programming services
Exhibit 10.18 CALLIDUS SOFTWARE INC. NON-PLAN STOCK OPTION AGREEMENT This Non- Plan Stock Option Agreement is entered into as of APRIL 2, 2002 ("Date of Grant"), between Callidus Software Inc., a Delaware Corporation (the "Company") and REED TAUSSIG...Non-Plan Stock Option Agreement • September 23rd, 2003 • Callidus Software Inc • California
CALLIDUS SOFTWARE INC. AMENDED AND RESTATEDRegistration and Information Rights Agreement • November 10th, 2003 • Callidus Software Inc • Services-computer programming services • Delaware
AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENTCredit Agreement • August 4th, 2017 • Callidus Software Inc • Services-computer programming services
This Amendment Number Seven to Credit Agreement (this “Amendment”) is entered into as of May 18, 2017, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and CALLIDUS SOFTWARE, INC., a Delaware corporation (“Borrower”), on the other hand, in light of the following:
Form of Director Change of Control Agreement – Full Single-Trigger]Stock Option Agreement • August 14th, 2006 • Callidus Software Inc • Services-computer programming services
This letter modifies any Stock Option Agreement (“Option Agreement”) you may now or hereafter have with respect to the common stock of Callidus Software, Inc. (the “Company”) and any prior agreement between you and the Company regarding the Option Agreements including, without limitation, any prior Change of Control Agreement(s). This letter provides for accelerated vesting of the options subject to the Option Agreements (the “Options”) under the conditions described below.
AGREEMENT AND PLAN OF MERGER dated as of January 3, 2012 among LEADFORMIX, INC., CALLIDUS SOFTWARE INC., SC ACQUISITION INC. and SRIHARI P. SAMPATH-KUMAR, AS SHAREHOLDER REPRESENTATIVEAgreement and Plan of Merger • January 4th, 2012 • Callidus Software Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of January 3, 2012 (the “Closing Date”), by and among LEADFORMIX, INC., a California corporation (the “Company”), Callidus Software Inc., a Delaware corporation (“Parent”), SC Acquisition Inc., a California corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Srihari P. Sampath-Kumar, as shareholder representative (the “Shareholder Representative”).
FORM OF PERFORMANCE-BASED STOCK OPTION AGREEMENT] CALLIDUS SOFTWARE, INC.Stock Option Agreement • March 10th, 2014 • Callidus Software Inc • Services-computer programming services • California
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.
Form of Executive Change of Control Agreement (Full Double-Trigger)Restricted Stock Unit Agreement • March 12th, 2009 • Callidus Software Inc • Services-computer programming services
This letter modifies any Stock Option Agreement or Restricted Stock Unit Agreement or other agreement documenting any equity award (as applicable, any “Equity Award Agreement”) or Employment Agreement you may now or hereafter have with respect to the common stock of Callidus Software Inc. (the “Company”) and any prior agreement between you and the Company regarding the Equity Award Agreements including, without limitation, any prior change of control agreement(s). This letter provides for accelerated vesting of your Callidus stock options, restricted stock awards, restricted stock units and other equity-based awards, as applicable (collectively, the “Equity Awards”) under the conditions described below.
AGREEMENT AND PLAN OF MERGER dated as of January 14, 2008 by and among COMPENSATION MANAGEMENT SERVICES LLC, CALLIDUS SOFTWARE, INC., CMS MERGER SUB LLC, ROBERT CONTI, GARY TUBRIDY and DAVID CICHELLI and Robert Conti, as Member RepresentativeAgreement and Plan of Merger • January 15th, 2008 • Callidus Software Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 14, 2008 by and among Compensation Management Services LLC, a Delaware limited liability company (the “Company”), Callidus Software, Inc., a Delaware corporation (“Parent”), CMS Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), Robert Conti, as representative (“Member Representative”) of the members of the Company (the “Members”) and Robert Conti, Gary Tubridy and David Cichelli in their capacity as Members of the Company (the “Major Members”).
RESELLER AGREEMENTReseller Agreement • May 1st, 2015 • Callidus Software Inc • Services-computer programming services • Delaware
THIS RESELLER AGREEMENT (“Agreement”) is entered into as of this 13th day of November 2014 (the “Effective Date”), between Versata Software, Inc., a corporation f/k/a Trilogy Software, Inc. existing under the laws of Delaware with its principal place of business at 401 Congress, Suite 2650, Austin, Texas 78730, Versata Development Group, Inc., corporation existing under the laws of Delaware with its principal place of business at 401 Congress, Suite 2650, Austin, Texas 78730 and Versata, Inc., corporation existing under the laws of Delaware with its principal place of business at 401 Congress, Suite 2650, Austin, Texas 78730, on the one hand (which together with their Affiliates and their permitted successors and assigns are collectively referred to herein as “Versata”); and Callidus Software, Inc., a corporation existing under the laws of Delaware with its principal place of business at 6200 Stoneridge Mall Road, Suite 500, Pleasanton, California 94588 (which together with its Affilia
SUBLEASE BETWEEN ORACLE AMERICA, INC. ANDWork Agreement • March 2nd, 2015 • Callidus Software Inc • Services-computer programming services • California
THIS SUBLEASE (“Sublease”) is entered into as of October 3, 2014 (the “Effective Date”), by and between ORACLE AMERICA, INC., a Delaware corporation (“Sublandlord”), and CALLIDUS SOFTWARE, INC., a Delaware corporation, doing business as CallidusCloud (“Subtenant”), with reference to the following facts:
Exhibit 10.9 [Form of Change of Control Agreement] [Date] [Name] [Title] Callidus Software Inc. 160 West Santa Clara Street, Suite 1400 San Jose, California 95113 Dear : This letter modifies any Stock Option Agreement ("Option Agreement") which you...Callidus Software Inc • October 20th, 2003 • Services-computer programming services
June 18, 2009 Merritt Alberti [Address] RE: Relocation Expense Allowance Dear Merritt, We have mutually agreed to your relocation to Austin, Texas commencing no later than July 31, 2009.Callidus Software Inc • August 7th, 2009 • Services-computer programming services
This letter serves to clarify the agreement and outlines compensation provisions that Callidus Software, “The Company”, agrees to provide to you in connection with your relocation. This agreement is not an employment contract nor does it alter your status as an at-will employee of the Company. You may resign or be terminated at any time, with or without cause.
Form of Non-Executive Change of Control Agreement – Partial Double-Trigger]Stock Option Agreement • March 28th, 2006 • Callidus Software Inc • Services-computer programming services
This letter modifies any Stock Option Agreement (“Option Agreement”) you may now or hereafter have with respect to the common stock of Callidus Software Inc. (the “Company”) and any prior agreement between you and the Company regarding the Option Agreements. This letter provides for accelerated vesting of the options subject to the Option Agreement (the “Options”) under the conditions described below.
SECOND AMENDMENT TO LEASELease • March 13th, 2012 • Callidus Software Inc • Services-computer programming services
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made as of December 27, 2011 (the “Effective Date”), by and between 6200 STONERIDGE MALL ROAD INVESTORS LLC, a Delaware limited liability company (“Landlord”), and CALLIDUS SOFTWARE INC., a Delaware corporation (“Tenant”).
CALLIDUS SOFTWARE LETTERHEAD]Callidus Software Inc • August 27th, 2004 • Services-computer programming services
This letter is to confirm our agreement (the “Agreement”) with respect to your separation from Callidus Software Inc. (the “Company”). To ensure that there are no ambiguities, this Agreement explains in detail both your rights and obligations and those of the Company upon termination of your employment.
Form of Director Change of Control Agreement - Full Single-TriggerCallidus Software Inc • March 2nd, 2015 • Services-computer programming services
This letter (“Letter”) modifies any stock option agreement, any restricted stock unit agreement, or other agreement documenting any equity award (as applicable, any “Equity Award Agreement”) you may now or hereafter have with respect to the common stock of Callidus Software Inc. (the “Company”) and any prior agreement between you and the Company regarding the Equity Award Agreements including, without limitation, any prior change of control agreement(s). This Letter provides for accelerated vesting of your Company stock options, restricted stock awards, restricted stock unit awards and other equity-based awards, as applicable (collectively, the “Equity Awards”) under the conditions described below.
SEPARATION AGREEMENT AND GENERAL WAIVER AND RELEASESeparation Agreement • November 7th, 2013 • Callidus Software Inc • Services-computer programming services • California
This Separation Agreement and General Waiver and Release (“Agreement”) is made by and between Ronald Fior (“Employee”) and Callidus Software Inc. (the “Company”).
