November 5, 2004
Mr. David B. Pratt
12324 Melody Lane
Los Altos Hills, CA 94022
RE: YOUR EMPLOYMENT WITH CALLIDUS SOFTWARE INC.
REF: YOUR OFFER LETTER
DATED JULY 14, 2004
Pursuant to our discussions, on behalf of the Board of Directors, I am pleased
to extend your "Initial Employment" as President and CEO, reporting to the Board
of Directors of Callidus Software Inc., for an additional six (6) months
beginning December 25, 2004. Other than the revised dates, the terms of such
extension shall be equivalent to the terms of the above-referenced Offer Letter
in all other respects, including but not limited to the Employment Agreement.
Subject to your remaining employed during this extension and as a further
incentive, effective November 30, 2004, you will be granted an option to
purchase 120,000 shares of Callidus Software Inc. common stock which shall vest
20,000 shares per month beginning on December 25, 2004. Should your employment
be terminated for any reason, only the shares for the month in which you last
worked shall be vested and all subsequent remaining shares of the 120,000 shall
be surrendered, subject to the terms and conditions of the Company's stock plan.
David, on behalf of Callidus Software, we very much look forward to your
acceptance of this extension. I have enclosed two executed copies of this
letter. As evidence of your acceptance, please sign both letters and return one
original, along with the signed Employment Agreement, to Brian Cabrera
Counsel, not later than 5:00PM, November 20, 2004.
/s/ Michael A. Braun
Michael A. Braun
Chairman, Board of Directors
Agreed and Accepted: /s/ David B. Pratt Date: November 5, 2004
David B. Pratt