0001035748-14-000003 Sample Contracts

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.

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November 20, 2007 Amendment to November 1, 2005 Offer Letter between Callidus Software and Leslie Stretch
Callidus Software Inc • March 10th, 2014 • Services-computer programming services

Effective December 1, 2007, as authorized by the Board of Directors on November 19, 2007, you will be promoted to the position of President and Chief Executive Officer of Callidus Software Inc., and your offer letter dated November 1, 2005 (“Offer Letter”) is hereby amended effective on your assumption of such position to reflect your new position, as well as the following new compensation and terms:

CALLIDUS SOFTWARE, INC. STOCK OPTION AGREEMENT
Restricted Stock Unit 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.

CALLIDUS SOFTWARE INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 10th, 2014 • Callidus Software Inc • Services-computer programming services • California

This Restricted Stock Agreement (the “Agreement”), is made and entered into between CALLIDUS SOFTWARE INC., a Delaware corporation (the “Company”) and MICHAEL GRAVES (“Recipient”) residing at the above address. This award is granted as an “inducement grant” under Nasdaq rules and is therefore being granted outside the Company’s 2003 Stock Incentive Plan (as amended, the “Plan”). However, for convenience, reference is made in this Agreement to certain provisions of the Plan, and terms used but not defined herein have the meaning set forth in the Plan.

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