0000950134-07-016435 Sample Contracts

CALLIDUS SOFTWARE INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 1st, 2007 • Callidus Software Inc • Services-computer programming services • California

This Restricted Stock Agreement (the “Agreement”), is made and entered into between CALLIDUS SOFTWARE INC., a Delaware corporation (the “Company”) and MICHAEL GRAVES (“Recipient”) residing at the above address. This award is granted as an “inducement grant” under Nasdaq rules and is therefore being granted outside the Company’s 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.

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