0001012870-03-001470 Sample Contracts

AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 28th, 2003 • Chordiant Software Inc • Services-prepackaged software

This AMENDMENT TO THE CHANGE OF CONTROL AGREEMENT is made by and between CHORDIANT SOFTWARE, INC. (the “Company”) and STEVE VOGEL (“Executive”) (collectively, the “Parties”) effective as of the last date it is signed by either party. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Change of Control Agreement.

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FORM OF CHORDIANT SOFTWARE, INC. CEO AND CFO RESTRICTED STOCK AGREEMENT
And Cfo Restricted Stock Agreement • March 28th, 2003 • Chordiant Software Inc • Services-prepackaged software

This CEO AND CFO RESTRICTED STOCK AGREEMENT is entered into as of October 10, 2002 (the “Exchange Date”), by and between Chordiant Software, Inc., a Delaware corporation (the “Company”) and Steve Vogel (“Grantee”), the Chief Financial Officer of the Company.

AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 28th, 2003 • Chordiant Software Inc • Services-prepackaged software

This AMENDMENT TO THE CHANGE OF CONTROL AGREEMENT is made by and between CHORDIANT SOFTWARE, INC. (the “Company”) and STEPHEN KELLY (“Executive”) (collectively, the “Parties”) effective as of the last date it is signed by either party. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Change of Control Agreement.

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