UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 26,
2007
CHORDIANT
SOFTWARE, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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93-1051328
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification
No.)
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Commission
file number:
000-29357
20400
Stevens Creek Boulevard, Suite 400
Cupertino,
CA 95014
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (408) 517-6100
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 26,
2007,
by unanimous written consent, the Board of Directors of Chordiant Software,
Inc.
(the “Company”) approved the following compensation arrangements for Peter
Norman, the Company’s Chief Financial Officer.
· |
The
annual salary for Mr. Norman was increased, effective March 1,
2007,
to $250,000; and
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· |
Mr.
Norman will receive a one-time cash bonus of $100,000, payable one-half
as
soon as practicable, and one-half on December 31, 2007 (the “Second
Payment”) provided that he is an employee in good standing on that date.
Notwithstanding the foregoing, in the event there is a “change in control”
of the Company as defined in the Change in Control Agreement between
the
Company and Mr. Norman and Mr. Norman’s employment is involuntarily
terminated within 12 months of such change in control event (the
“Termination Date”), Mr. Norman shall be paid the Second Payment on the
earlier of December 31, 2007 and the Termination
Date.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Dated
March 2,
2007
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CHORDIANT
SOFTWARE, INC
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By:
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/s/ STEVEN
R. SPRINGSTEEL
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Steven
R. Springsteel
President
and Chief Executive Officer
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