0001042134-02-000009 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 15th, 2002 • Chordiant Software Inc • Services-prepackaged software

This Change Of Control Agreement ("Agreement") is made by and between Chordiant Software, Inc. (the "Company") and Steve Vogel ("Executive"). This Agreement will become effective upon its execution by both parties hereto (the "Effective Date").

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 15th, 2002 • Chordiant Software Inc • Services-prepackaged software • Delaware

This Agreement is made and entered into between Chordiant Software, Inc., a Delaware corporation (the "Corporation"), and ______________________ ("Agent"). This Agreement terminates any and all previous indemnification agreements entered into by and between the Corporation and Agent.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 15th, 2002 • Chordiant Software Inc • Services-prepackaged software

This Change Of Control Agreement ("Agreement") is made by and between Chordiant Software, Inc. (the "Company") and Stephen Kelly ("Executive"). This Agreement will become effective upon its execution by both parties hereto (the "Effective Date").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 15th, 2002 • Chordiant Software Inc • Services-prepackaged software • New York

This Stock Purchase Agreement (this "Agreement"), is made and entered into as of April 1, 2002, by and among CHORDIANT SOFTWARE, INC., a Delaware corporation (the "Company"), and CANADIAN IMPERIAL HOLDINGS INC., a Delaware corporation (the "Purchaser").

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2002 • Chordiant Software Inc • Services-prepackaged software

This First Amendment to Amended and Restated Loan and Security Agreement (this "Amendment") is entered into as of October 19, 2001, by and between COMERICA BANK-CALIFORNIA, SUCCESSOR IN INTEREST TO IMPERIAL BANK ("Bank") and CHORDIANT SOFTWARE, INC. ("Borrower").

CHORDIANT SOFTWARE, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 15th, 2002 • Chordiant Software Inc • Services-prepackaged software • California

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of August 16, 2000, by and between IMPERIAL BANK ("Bank") and CHORDIANT SOFTWARE, INC., formerly known as J. FRANK CONSULTING, INC. ("Borrower").

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