0000891618-06-000160 Sample Contracts

Form of Director Change of Control Agreement – Full Single-Trigger]
Director Change of Control Agreement • April 13th, 2006 • Callidus Software Inc • Services-computer programming services

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.

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Form of Executive Change of Control Agreement – Full Double-Trigger]
Executive Change of Control Agreement • April 13th, 2006 • Callidus Software Inc • Services-computer programming services

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.

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