Worldwide Vice President, Sales Compensation Plan

Exhibit 10.64



CHORDIANT SOFTWARE, INC.

2008 Vice President of ,Worldwide Sales Compensation Plan General Terms and Conditions



1. Objectives of Plan.
A. To provide compensation to the Vice President, Worldwide Sales for efforts which benefit and support the objectives of Chordiant Software, Inc. ("the Company" or "Chordiant").
B. To encourage sales, to capitalize on sales opportunities, increase sales volume and improve our position in the market.
C. To emphasize marketing strategies which conform to stated Company goals.
D. To ensure the completion of required administrative responsibilities of sales personnel.


Objective of Individual : Support the goals of Chordiant Software Inc. through selling efforts that meet or exceed individual Quota assignments .



2. Effective Date/Amendment/Termination of Plan.
The effective date of this Plan is November 1, 2007 and it shall continue through September 30, 2008 . The 2008 Vice President, Worldwide Sales Compensation Plan General Terms and Conditions and the Quota Assignment and Commission Factors for Sales Personnel terms attached hereto together form the 2008 Vice President ,Worldwide Sales Compensation Plan (the "Plan") and the Plan supersedes all prior sales compensation plans of the Company. Commissions will be paid on license and first year maintenance on bookings accepted by the Company after November 1, 2007 in accordance with this Plan provided all other conditions of the Plan are met. For the purposes of this Plan, a "booking" is a non-cancelable, non-refundable contractual payment commitment whereby the payment amount is fixed and determinable and not predicated on a subsequent event. Any exceptions to this Plan require the written approval of the Board of Directors. The Plan will remain in effect until superseded, changed, or terminated by the Company. The Plan only may be superseded, changed, or terminated by written approval of the Board of Directors.


3. Qualification of Participation. In order to be eligible to participate in the Plan:
A. The individual must be a regular full-time employee of the Company.
B. The employee must be the Vice President, Worldwide Sales .
C. The participating employee ("Sales Personnel") must acknowledge that he or she has received a copy of this Plan; has read, understands and accepts its terms; understands his or her Assignment; and understands that his or her quota, bonus, and commissions are subject to the terms of this Plan.


4. Assignments and Quotas.
An Assignment and Quota will involve a combination of revenue/bookings quota, and commission schedule as outlined in the Quota Assignment and Commission Factor term sheet for Sales Personnel attached hereto (hereinafter, "Assignment" or "Quota" as applicable) and will be effective on November 1, 2007 . All Assignments will be in writing only and Quota performance will be calculated on a fiscal year to date ( ?YTD") basis.


The Board of Directors reserves the right in its sole discretion to review and revise any of the terms of the Quota (i.e., geographic territory, quota and commission schedule) in any manner at any time.


5. Qualifying Orders/Earning of Commissions.
Any complete order accepted by the Company for licenses, first year maintenance and support will qualify for commissions or quota achievement, according to this Plan, provided all other conditions of this Plan are met, including Sections 5(B) through 5(E) below. Nothing in this Plan will be construed to oblige the Company to accept any particular order it chooses not to accept. Commissions are considered earned (in accordance with the terms of this Plan) upon achievement of all of the following conditions:


A. Licenses for Available Products


For licenses of products and first year maintenance and support that are available at the time the license agreement is signed, the following must be provided to Chordiant Contracts Administration to qualify for Quota credit and commissions:



(1) a validly signed and approved software license with associated order forms and support and maintenance terms;



(2) delivery of the licensed software to the customer and a written acknowledgement of receipt of such software from the customer;



(3) a customer purchase order for the amount of the order if required by the Customer.



For orders that qualify as provided above, fifty percent (50%) of the Quota credit and commission shall be deemed earned at the time of booking of the order.

The other fifty percent (50%) of such Quota credit and commission of orders under this Section 6(A) shall be deemed earned upon actual payment by the customer.



B. Compliance with all Company guidelines.


Any contract signed or order taken in violation of Company guidelines, including the Revenue Recognition Policy will not qualify for Quota credit or commission payment.



C. Services


For any order(s) which include a Services component (support, maintenance and/or consulting), containing any significant discount, credits or financial concessions, such orders Quota credit and resulting commission will be subject to reduction by the ...