0001193125-04-036342 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 8th, 2004 • Chordiant Software Inc • Services-prepackaged software • California

THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is made by and between CHORDIANT SOFTWARE, INC. (the “Company”) and Michael J. Shannahan (“Executive”). This Agreement will become effective upon its execution by both parties hereto (the “Effective Date”).

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FIRST AMENDMENT TO CUPERTINO CITY CENTER NET OFFICE LEASE
Office Lease • March 8th, 2004 • Chordiant Software Inc • Services-prepackaged software

THIS FIRST AMENDMENT TO CUPERTINO CITY CENTER NET OFFICE LEASE (this “First Amendment”) is made and entered into as of December 10, 2003 by and between CUPERTINO CITY CENTER BUILDINGS, a California limited partnership (“Lessor”), and CHORDIANT SOFTWARE, INC., a Delaware corporation (“Lessee”).

AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 8th, 2004 • 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 SAM SPADAFORA (“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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