Callidus Software – [Form of Executive Change of Control Agreement Full Double-Trigger] (April 13th, 2006)
This letter modifies any Stock Option Agreement (Option 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 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.
[Form of Director Change of Control Agreement Full Single-Trigger] (April 13th, 2006)
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.
Callidus Software, Inc. Non-Qualified Stock Option Agreement (August 11th, 2005)
Callidus Software Inc., a Delaware corporation (the Company), hereby grants to Robert Youngjohns (Optionee) an option to purchase 1,000,000 shares of its common stock on the terms set forth below (the Option). This option is granted as an inducement grant under Nasdaq rules and is therefore being granted outside the Companys 2003 Stock Incentive Plan (as amended, the Plan). However, for convenience, reference is made in this Option Agreement to certain provisions of the Plan, and terms used but not defined herein have the meaning set forth in the Plan.
Callidus Software Inc. Restricted Stock Agreement (August 11th, 2005)
This Restricted Stock Agreement (the Agreement), is made and entered into between CALLIDUS SOFTWARE INC., a Delaware corporation (the Company) and ROBERT H. YOUNGJOHNS (Recipient) residing at the above address. This award is granted as an inducement grant under Nasdaq rules and is therefore being granted outside the Companys 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.
Contract (November 9th, 2004)
EXHIBIT 10.24.1 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 Dear David: 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, 20
Contract (May 14th, 2004)
EXHIBIT 10.21 [CALLIDUS SOFTWARE LETTERHEAD] October 31, 2003 Mr. Richard D. Furino 2877 Country Vista Drive Thousand Oaks, CA 91362 Dear Richard: I am pleased to offer you the position of Vice President, Western Consulting Services, reporting to Daniel Welch, Vice President, Client Services. The position will commence not later than Monday, November 17, 2003. Your annual on-target earnings for this position will be $350,000 based on the following: Your starting salary will be $200,000 per year, which equals $16,667 per month, subject to periodic review. For the fourth quarter of 2003, your pro rated annual bonus will be guaranteed in the amount of $10,000. For 2004, you will be eligible to receive an annual bonus of $150,000, paid quarterly, based upon the attainment of certain goals and objectives to be established by the Company. As a further incentive, we will recommend to the Board of Directors that you be granted an option to purchase 100,000 pre-split shares of Callidus So
Contract (October 20th, 2003)
Exhibit 10.2 Amendment to OEM Partner Agreement This Amendment to the OEM Partner Agreement ("Amendment") is by and between CALLIDUS SOFTWARE, INC., a Delaware corporation ("Callidus" or "Partner"), and CEZANNE SOFTWARE, INC. ("Cezanne"), a Delaware corporation, and amends the OEM Partner Agreement, dated July 31, 2002, by and between the parties ("Agreement"). WHEREAS, Cezanne will provide software programs to Partner for enhancement and subsequent sublicensing and distribution by Partner, the Agreement is amended as follows: 1. The following clauses are added to Section 2 (LICENSE, RESTRICTIONS, AND DISTRIBUTION) of the Agreement: (N) INTERNAL USE LICENSE. For the duration of this agreement Partner will have the right to use the Software products listed on Exhibit A for its own internal management purposes, subject to the payment of the Internal Use License Fee set forth in Exhibit A, paragraph 2.4. The Internal Use L
Suite Number Lease Month Monthly Basic Rent 800, 500, Server Room 1-42 $77,660.25 43-84 $86,796.75 1350 Suite 1350 CD-42 $17,888.25 43-84 $19,992.75 1300 Suite 1300 CD-42 $18,018.30 43-84 $20,138.10 Temporary Space 1-Suite 1300 CD $21,858.60 Lease Month Monthly Basic Rent 1 - Suite 1350 CD $99,518.85 Suite 1350 CD-Suite 1300 CD $117,407.10 Suite 1300 CD-42 $113,566.80 43-84 $126,927.60 Suite Number Lease Month Monthly Supplemental Rent 800, 1500, Server Room 1-84 $2,131.85 1350 Suite 1350 CD-84 $491.05 1300 Suite 1300 CD-84 $494.62 Temporary Space 1-Suite 1300 CD $600.04 Lease Month Monthly Su (September 23rd, 2003)
Tenant's Address: For all Notices: With a copy to: --------------- -------------- Callidus Software, Inc. Hopkins & Carley, APC 160 W. Santa Clara Street, Suite 1500 P.O. Box 1469 San Jose, California 95113 San Jose, California 95109 Attention: Brian S. Cabrera Attention: Real Estate Department Telephone: (408) 808-6470 Telephone: (408) 286-9800 Telecopy: (408) 271-2663 Telecopy: (408) 998-4790