November 20, 2007
Exhibit
10.25
November
20, 2007
Xxxxxx
Xxxxxxxxxx
000
Xxxx
Xxxxx Xxxxx Xx.
Xxx
Xxxx,
XX 00000
Dear
Xxxxxx:
This
letter agreement memorializes the terms of your change in status with Callidus
Software Inc. (the “Company”).
Resignation
of Employment. Effective November 30, 2007 (the
“Resignation Date”), you have resigned as President and Chief
Executive Officer of the Company, and from all other positions which you hold
as
of such date with the Company, its subsidiaries or its affiliates, other than
your position as a member of the Company’s Board of Directors. You
understand that you will not be eligible for a bonus for the second half of
fiscal 2007. You agree that any stock options granted to you prior to
the date hereof shall cease vesting on the Resignation Date, and that any
unvested portion of such stock options (as set forth on Schedule I hereto)
shall
terminate on the Resignation Date. Pursuant to the terms of your
stock options, the vested stock options shall remain outstanding during, and
for
90 days after termination of your service as a member of the Board of Directors,
subject to the terms of the applicable option agreement and/or the Company’s
stock incentive plan. You acknowledge and agree that your obligations
under the “Agreement Regarding Employment, Confidential Information, Invention
Assignment and Arbitration” between you and the Company, including without
limitation your agreement not to solicit employees of the Company, remain in
full force and effect following termination of your employment pursuant to
the
terms of such agreement.
Board
Compensation. You have not resigned from the Company’s Board of
Directors. During your continued service on the Board of Directors
following the Resignation Date, you will be eligible to receive cash and equity
compensation commencing December 1, 2007 pursuant to the Company’s non-employee
director compensation policy as determined by the Board of Directors from time
to time; provided that for the avoidance of doubt, you will not receive
the initial option grant provided to new directors, but you will be eligible
to
receive an annual option grant if you remain on the Board of Directors following
the Company’s 2008 annual meeting of stockholders.
Miscellaneous. This
letter agreement will be governed by the laws of the State of
California. This Agreement may be signed in several counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were on the same instrument.
We
look
forward to your continued contributions on our Board of Directors.
|
Sincerely,
/s/
V. Xxxxx Xxxxxx
By:
V. Xxxxx Xxxxxx, Senior Vice President and General
Counsel
|
Agreed
and
accepted:
Xxxxxx
Xxxxxxxxxx Dated: November 20,
2007
Xxxxxx
Xxxxxxxxxx
