EXHIBIT 10.31
[6 MONTHS ENDING 12/31/2004]
FORM OF EXECUTIVE COMPENSATION PLAN INCLUDING QUARTERLY BONUS
CALLIDUS SOFTWARE INC.
I. POSITION AND GENERAL TERMS:
PLAN PARTICIPANT:
TITLE:
EFFECTIVE DATES: [July 1, 2004 - December 31, 2004]
II. BASE COMPENSATION AND TARGET INCENTIVES:
BASE SALARY:
SEMI-ANNUAL/ANNUAL TARGET BONUS: [Target bonus is based on a
percentage of base salary; actual
bonuses may range between zero and
100% of base salary.]
TARGET COMPENSATION:
III. TERMS OF PAYMENT:
The participant's base salary is paid semi-monthly per the terms and
conditions of Callidus Software's normal payroll period.
Earned bonuses will be reviewed and approved by the Callidus Software
Board of Directors Compensation Committee ("Compensation Committee")
and will be paid immediately upon written authorization and approval
of that committee.
IV. ADVANCES AGAINST ANNUAL BONUSES:
No draws or advances against annual bonuses are anticipated under this
plan.
V. BONUS FOR ACHIEVING APPROVED GOALS.
All persons on the Callidus Executive Staff will be eligible to
receive a bonus based on quantitative corporate goals. For [the
semi-annual or annual period], the target bonus for you is set forth
above and will be split between a quarterly bonus identified below in
VI and a bonus based on revenue or bookings, as determined by the
Compensation Committee as identified in VII below. All bonuses will be
reviewed and approved by the Compensation Committee and will be paid
immediately upon written authorization and approval by that committee.
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VI. QUARTERLY BONUS & TARGET TABLE:
CATEGORY QIII QIV TOTAL
Target
Total Target
Target Quarterly Bonus
Target [Semi-annual or Annual] Bonus
["Target" will be based on revenue or bookings for a specified area of
responsibility of the executive, as determined by the Compensation
Committee.]
Incentive payments will be calculated using the percentage of
attainment model. The bonus shall be calculated by determining the
percent of contribution goal obtained and multiplying it by the Target
bonus. Generally, no bonuses shall be paid unless at least 90% of the
Target is achieved.
All quarterly performance bonuses shall be capped at 150% of the
Target bonus.
EXAMPLE: (ACTUAL/TARGET) * ($ ) = QUARTERLY BONUS
The Target will be the amount reported on a GAAP basis unless adjusted
in our Quarterly press release to show a "non-GAAP" number which
differs from GAAP in which case the Non-GAAP number will be used.
VII. BONUS FOR ACHIEVING APPROVED CORPORATE GOALS.
All persons on the Callidus Executive Staff will be eligible to
receive a [semi-annual or annual] bonus based on quantitative
corporate goals. For the [relevant bonus period], the target bonus is
set forth above. All bonuses will be reviewed and approved by the
Compensation Committee and will be paid immediately upon written
authorization and approval by that committee.
In order to be eligible for the executive bonus the company must
achieve 100% of the board-approved revenue or bookings targets, as
determined by the Compensation Committee during the bonus period
("Plan"). The bonus calculation shall be a pro-rata calculation using
the percentage of achievement of the Plan. The Plan will be determined
by the Compensation Committee.
The bonus will be capped at 200% of the target bonus.
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VIII. GENERAL TERMS AND CONDITIONS:
A. MODIFICATION AND INTERPRETATION:
This plan may only be modified by the President of Callidus Software
in conjunction with the Compensation Committee. Callidus Software
reserves the right to modify this plan at will with or without notice.
In the event of conflict of interpretation the judgment by the
president of Callidus Software shall be final and binding.
B. NO EMPLOYMENT AGREEMENT:
This Plan is not to be construed in any way to be any form of
employment agreement and in no way limits the right of Callidus to
terminate the employment of a participant in the Plan at any time,
with or without cause. Your employment with the Company is and
continues to be employment "at-will" with either party having the
right to terminate this relationship and Plan at any time. The laws of
the State of California, excluding choice of law principles, govern
this Plan.
C. MANDATORY ARBITRATION:
The parties agree that any controversy or claim arising out of or
relating to this Plan shall be finally determined by mandatory
arbitration. The arbitration shall be conducted in accordance with the
American Arbitration Association ("AAA"). The proceeding will take
place in San Jose, California. The fees of the arbitrator and the
expenses incident to the arbitration proceedings shall be borne
equally by the Parties. The prevailing party shall be entitled to
reasonable attorneys' fees and costs. All other expenses shall be
borne by the party incurring such expenses. If the Parties cannot
agree on a single arbitrator to hear the dispute, the AAA shall name
the arbitrator.
Approved: ________________________________
[Name, Title]
Date: ________________________________
Approved: ________________________________
David Pratt, President and CEO
Date: ________________________________
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