CHANGE OF CONTROL AGREEMENT
T HIS C HANGE O F C ONTROL A GREEMENT (“Agreement”) is made by and between C HORDIANT S OFTWARE , I NC . (the
“Company”) and George de Urioste (“Executive”). This Agreement will become effective upon its execution by both parties
hereto (the “Effective Date”).
W HEREAS Executive is employed by the Company pursuant to the terms of Executive’s offer letter from the Company;
W HEREAS Executive has been or may be granted restricted shares of the Company’s common stock (“Restricted Shares”),
as well as option(s) to purchase shares of the Company’s common stock (the “Options”), pursuant to the applicable restricted
stock agreement(s), stock option agreement(s) and equity incentive plan(s) (together, the “Prior Grants”);
W HEREAS in the future, Executive may be granted additional shares of restricted stock and/or options to purchase the
Company’s common stock, subject to the Board’s sole discretion (together with Prior Grants, the “Stock Awards”); and
W HEREAS the Company believes it is imperative to provide Executive with accelerated vesting of the Stock Awards, as
well as other severance benefits, in the event that Executive is terminated without Cause (as defined herein) or resigns for Good
Reason (as defined herein) in connection with a Change of Control (as defined herein).
N OW , T HEREFORE , in consideration of the foregoing, the mutual covenants contained herein, and other good and
valuable consideration, the parties hereto hereby agree as follows:
1. T ERMINATION OF E MPLOYMENT .
(a) At-Will Employment. Executive’s employment is at-will, which means that the Company may terminate Executive’s
employment at any time, with or without advance notice, and with or without Cause. Similarly, Executive may resign his/her
employment at any time, with or without advance notice or Good Reason. Executive shall not receive any compensation of
any kind, including, without limitation, severance benefits, fo