Director Level Employee Retention Benefit Plan

Exhibit 10.2

Siebel Systems, Inc.

Director Level Employee Retention Benefit Plan

Effective as of May 20, 2005

Section 1. Introduction.

The Siebel Systems, Inc. Director Level Employee Retention Benefit Plan (the " Plan" ) was established effective May 20, 2005. The purpose of the Plan is to provide severance benefits to certain Eligible Employees of the Company (as defined below) whose employment with the Company is terminated under specified circumstances in connection with a Change of Control (as defined below). Except for contracts and agreements described in Section 3(b)(1) and plans described in Section 3(b)(2), the Plan shall supersede any change of control-based severance benefit plan, policy, agreement or practice previously maintained by the Company. This Plan document also constitutes the Summary Plan Description for the Plan.

Section 2. Definitions.

For purposes of the Plan, the following terms are defined as follows:

(a) " Board" means the Board of Directors of the Company.

(b) " Change of Control" means the occurrence in a single transaction or in a series of related transactions of any one or more of the following events:

(1) a merger, consolidation or reorganization in which Siebel Systems, Inc. does not survive as an independent public company or in which Siebel Systems, Inc.' s stockholders immediately prior to such transaction hold less than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the surviving corporation immediately following the transaction;

(2) the sale, transfer or other disposition of all or substantially all of Siebel Systems, Inc.' s assets or securities;

(3) a reverse merger in which Siebel Systems, Inc. is the surviving corporation but the shares of Siebel Systems, Inc.' s common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise;

(4) any transaction or series of related transactions pursuant to which any person or any group of persons comprising a " group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (other than Siebel Systems, Inc. or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, Siebel Systems, Inc.) becomes directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing (or convertible into or

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exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of Siebel Systems, Inc.' s securities outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from Siebel Systems, Inc. or the acquisition of outstanding securities held by one or more of Siebel Systems, Inc.' s stockholders;

(5) a change in the composition of the Board occurring within a two-year period, as a result of which less than a majority of the directors are Incumbent Directors. " Incumbent Directors" shall mean directors who are either (i) directors of Siebel Systems, Inc. as of the date the Plan was adopted, or (ii) elected to the Board, or nominated for election to the Board by the Nominating and Corporate Governance Committee of the Board or the full Board, and endorsed by the directors of Siebel Systems, Inc. (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to Siebel Systems, Inc.); or

(6) any other event, series of events or circumstance that the Board deems to be a Change of Control.

Once a Change of Control has occurred, no future events will constitute a Change of Control for purposes of the Plan.

(c) " COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(d) " Code" means the Internal Revenue Code of 1986, as amended.

(e) " Company" means Siebel Systems, Inc., an affiliate of Siebel Systems, Inc. or, following a Change of Control, the surviving entity resulting from such transaction or the parent company of such surviving entity.

(f) " Covered Termination" means an Involuntary Termination without Cause or a Voluntary Resignation for Good Reason, either of which occurs within three (3) months prior to or twelve (12) months following the effective date of a Change of Control.

(g) " Director" means an employee of the Company who is at a director level and is designated as such by the Plan Administrator.

(h) " Eligible Employee" means a Director of the Company who has been designated by the Plan Administrator as an Eligible Employee and who is a full-time or a part-time regular hire employee of the Company. The determination of whether an employee is an Eligible Employee shall be made by the Plan Administrator, in its sole discretion, and such determination shall be binding and conclusive on all persons. For purposes of this Plan, part-time employees are those regular hire employees who are regularly scheduled to work more than twenty (20) hours per week but less than a full-time work schedule. The following are not Eligible Employees under the Plan: (i) employees regularly scheduled to work twenty (20) hours per week or less, (ii) employees who are temporary employees, (iii) employees who, at the effective time of the Change of Control, are on a leave of absence that is not protected by applicable law, and (iv) individuals classified by the Company as independent contractors.

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(i) " Involuntary Termination without Cause" means an involuntary termination by the Company of an Eligible Employee' s employment relationship with the Company for any reason other than for engaging in a felony, criminal conduct, embezzlement or other fraud against the Company.

(j) " On-Target Earnings" means the sum of an Eligible Employee' s annual base salary and maximum target cash bonuses and/or commissions.

(k) " Plan Administrator" means the person or entity specified as such in Section 14(d).

(l) " Stock Awards" means stock options, stock bonus awards, restricted stock purchase awards, restricted stock unit awards, or any other equity-based compensation granted under the Company' s 1996 Equity Incentive Plan or 1998 Equity Incentive Plan.

(m) " Voluntary Resignation for Good Reason" means the voluntary resignation from employment by an Eligible Employee following the occurrence, on or after a Change of Control, of one or more of the following (without cure within thirty (30) days following written notice by the Eligible Employee to the Company):

(1) a reduction of at least ten percent (10%) in either the Eligible Employee' s annual base salary or On-Target Earnings;

(2) the failure to provide the Eligible Employee with benefits that, in the aggregate, are substantially comparable in value to those to which similarly-situated employees of the surviving entity following the Change of Control are entitled; or

(3) a change in an Eligible Employee' s principal work location to a location more than fifty (50) miles from such Eligible Employee' s principal work location immediately prior to such Change of Control, without such Eligible Employee' s written consent.

Section 3. Eligibility for Benefits.

(a) Eligibility . Subject to the exceptions set forth in Section 3(b), the Company shall provide the severance benefits described in Section 4 to Eligible Employees whose employment is terminated pursuant to a Covered Termination, provided that the following conditions are satisfied:

(1) The Eligible Employee remains with the Company until his or her date of termination as scheduled by the Company, or the date of his or her Covered Termination, whichever is earlier.

(2) The Eligible Employee executes a release (in substantially the form attached hereto as Exhibit A, B or C, as applicable, for Eligible Employees based in the U.S. and such other form(s) for non-U.S. Eligible Employees as the Plan Administrator determines in its discretion is appropriate under applicable local laws, rules and regulations), and such release must become effective in accordance with its terms. Unless a Change of Control has occurred, the Plan Administrator, in its discretion, may modify the form of the required

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release to comply with applicable law and shall determine the form of the required release, which may be incorporated into a termination agreement or other agreement with the Eligible Employee.

(b) Exceptions to Benefit Entitlement. An employee, including an employee who otherwise is an Eligible Employee, will not receive benefits under the Plan (or will receive reduced benefits under the Plan) in the following circumstances, as determined by the Plan Administrator in its sole discretion:

(1) The employee has executed an individually negotiated employment contract or agreement with the Company relating to severance benefits that is in effect on his or her termination date and which provides severance benefits that the Plan Administrator in its sole discretion determines to be of greater value than the severance benefits provided for in the Plan, in which case such employee' s severance benefit, if any, shall be governed by the terms of such individually negotiated employment contract or agreement.

(2) The employee participates in another retention benefit plan maintained by the Company ( i.e. , Siebel Systems, Inc. Senior Executive Retention Benefit Plan, Siebel Systems, Inc. Vice President Level Retention Benefit Plan, or Siebel Systems, Inc. Employee Retention Benefit Plan).

(3) The employee' s employment terminates or is terminated for any reason other than a Covered Termination.

(4) The employee voluntarily terminates employment with the Company in order to accept employment with another entity that is wholly or partly owned (directly or indirectly) by the Company.

(5) The employee is offered an identical or substantially equivalent or comparable position with the Company pursuant to the Change of Control. For purposes of the foregoing, a " substantially equivalent or comparable position" is one that offers the employee substantially the same level of responsibility and compensation; provided, however, that an employee shall not be considered to be offered a " substantially equivalent or comparable position" if a voluntary resignation by the employee would constitute Voluntary Resignation for Good Reason.

(6) The employee is rehired by the Company prior to the date benefits under the Plan are scheduled to commence.

Section 4. Amount of Benefits.

(a) Cash Severance Benefits. The Company shall make cash severance payments to Eligible Employees equivalent to the Eligible Employee' s On-Target Earnings, as in effect on the date of a Covered Termination or, if higher, as in effect immediately prior to the Change of Control, for a period of six (6) months.

(b) Health Continuation Coverage. Provided that the Eligible Employee is eligible for, and has made an election at the time of the Covered Termination pursuant to COBRA or other applicable law of coverage under, a health, dental, or vision plan sponsored by the Company, each such Eligible Employee shall be entitled to payment by the Company of all

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of the applicable premiums (inclusive of premiums for the employee' s dependents for such health, dental, or vision plan coverage as in effect immediately prior to the date of the Covered Termination) for such health, dental, or vision plan coverage for a period of six (6) months following the date of the Covered Termination, with such coverage counted as coverage pursuant to COBRA or other applicable law.

(c) Acceleration of Stock Awards. Immediately upon a Covered Termination, the vesting and exercisability of unvested Stock Awards, whether based on the passage of time or the achievement of performance metrics, held by an Eligible Employee shall be accelerated in full and all holding periods applicable to Stock Awards, whether based on the passage of time or the achievement of performance metrics, held by an Eligible Employee shall be removed.

(d) Increase in Benefits. The Plan Administrator may increase the foregoing benefits to select Eligible Employees at its discretion, but no such increase for any Eligible Employee shall in any way obligate the Company to provide a similar increase for any other Eligible Employee, even if similarly situated.

Section 5. Limitations on Benefits.

(a) Certain Reductions. The Plan Administrator, in its sole discretion, shall have the authority to reduce an Eligible Employee' s severance benefits, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Eligible Employee by the Company in connection with the Eligible Employee' s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the " WARN Act" ), (ii) a written employment or severance agreement with the Company, or (iii) any policy or practice of the Company providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee' s employment. The benefits provided under this Plan are intended to satisfy, in whole or in part, any and all statutory obligations that may arise out of an Eligible Employee' s termination of employment, and the Plan Administrator shall so construe and implement the terms of the Plan. The Plan Administrator' s decision to apply such reductions to the severance benefits of one Eligible Employee and the amount of such reductions shall in no way obligate the Plan Administrator to apply the same reductions in the same amounts to the severance benefits of any other Eligible Employee, even if similarly situated. In the Plan Administrator' s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being re-characterized as payments pursuant to the Company' s statutory obligation. Notwithstanding the foregoing, upon a Change of Control, the Plan Administrator shall not have the authority to reduce an Eligible Employee' s severance benefits, in whole or in part, based upon any payment to the Eligible Employee for any period of time when services to the Company are provided (including, without limitation, payment following notice pursuant to the WARN Act or any similar foreign, federal or state law).

(b) Parachute Payments . Except as otherwise provided in an agreement between an Eligible Employee and the Company, if any payment or benefit the Eligible Employee would receive in connection with a Change of Control from the Company or

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otherwise (" Payment" ) would (i) constitute a " parachute payment" within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the " Excise Tax" ), then such Payment shall be equal to the Reduced Amount. The " Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Eligible Employee' s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting " parachute payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Eligible Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): (1) reduction of cash payments; (2) cancellation of accelerated vesting of Stock Awards; and (3) reduction of employee benefits. If acceleration of vesting of compensation from an Eligible Employee' s Stock Awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant unless the Eligible Employee elects in writing a different order for cancellation.

The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder.

The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Eligible Employee within fifteen (15) calendar days after the date on which the Eligible Employee' s right to a Payment is triggered (if requested at that time by the Company or the Eligible Employee) or such other time as requested by the Company or the Eligible Employee. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Eligible Employee with an opinion reasonably acceptable to the Eligible Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the independent registered public accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Eligible Employee.

Section 6. Time of Payment and Form of Benefits.

(a) The Plan Administrator reserves the right to determine whether cash severance benefits under the Plan, if any, shall be paid in a single lump sum or in substantially equal installments, and to choose the timing of such payments; provided however , that lump

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sum cash severance benefits shall be paid within one (1) month following a Covered Termination, and installment cash severance payments shall commence no later than ...