0001042134-02-000044 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 14th, 2002 • Chordiant Software Inc • Services-prepackaged software

This Change Of Control Agreement ("Agreement") is made by and between Chordiant Software, Inc.(the "Company") and Don Morrison ("Executive"). This Agreement will become effective upon its execution by both parties hereto (the "Effective Date").

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November 14, 2002 Mr. Stephen Kelly Dear Stephen:
Chordiant Software Inc • November 14th, 2002 • Services-prepackaged software

This letter sets forth the terms and conditions of your employment with Chordiant Software, Inc. (the "Company" or "Chordiant") as its President and Chief Executive Officer reporting directly to the Board of Directors (the "Board"). Upon execution by the parties, this letter agreement shall be deemed effective January 1, 2002.

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