0001144204-10-066943 Sample Contracts

CORNERSTONE ONDEMAND, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 17th, 2010 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware

This Amended and Restated Indemnification Agreement (the “Agreement”) is made and entered into as of ______________ ____, 20[ ] between Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).

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WARRANT TO PURCHASE COMMON STOCK, PAR VALUE $0.0001 PER SHARE, OF CORNERSTONE ONDEMAND, INC.
Warrant • December 17th, 2010 • Cornerstone OnDemand Inc • Services-prepackaged software • California

This Warrant (the “Warrant”) is issued to ADP, Inc., a Delaware corporation, by Cornerstone OnDemand, Inc., a Delaware corporation (the “Corporation”) pursuant to the terms of that certain Warrant Agreement dated as of May 6, 2009 by and between the Corporation and ADP, Inc., a Delaware corporation (including any of its affiliates, “ADP” or “Holder”), that Agreement and First Amendment to Warrant Agreement, effective as of November 24, 2010, by and between the Corporation and ADP and that Second Amendment to Warrant Agreement, effective as of December 6, 2010, by and between the Corporation and ADP (collectively, the “Amended Warrant Agreement”). The Holder of this Warrant is entitled upon surrender of this Warrant in accordance with the terms of the Amended Warrant Agreement to purchase from the Corporation 360,000 shares of Common Stock, $0.0001 par value per share, of the Corporation (the “Shares”). The initial Exercise Price shall be $0.01 per Share (which initial Exercise Price ma

CORNERSTONE ONDEMAND, INC.
Restricted Stock Unit Award Agreement • December 17th, 2010 • Cornerstone OnDemand Inc • Services-prepackaged software • California

Unless otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

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