CHANGE OF CONTROL AGREEMENT

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

RECITALS

WHEREAS Executive is employed by the Company pursuant to the terms of Executives offer letter from the Company;

WHEREAS Executive has been granted option(s) to purchase shares of the Companys Common Stock pursuant to the applicable stock option agreement(s) and stock option plan(s) (Prior Grants);

WHEREAS in the future, Executive may be granted additional options to purchase the Companys Common Stock, subject to the Boards sole discretion (together with Prior Grants, Options); and

WHEREAS the Company believes it is imperative to provide Executive with accelerated vesting of the Options, 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).

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration, the parties hereto hereby agree as follows:

1. TERMINATION OF EMPLOYMENT.

(a) At-Will Employment. Executives employment is at-will, which means that the Company may terminate Executives 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, following Executives last day of employment with the Company (the Termination Date), except as expressly provided herein, as otherwise agreed in writing between Executive and the Chief Executive Officer of the Company, or as provided in any plan documents governing the Options. Executive shall devote all reasonable efforts to the performance of Executives duties, and shall perform such duties in good faith.

(b) Termination Related to a Change of Control. If Executives employment is terminated without Cause or Executive resigns for Good Reason within ninety (90) days prior to or twelve (12) months after a Change of Control, and Executive signs a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the Release), then the Company shall provide Executive with the following severance benefits:

(i) The Company shall make severance payments to Executive in the form of continuation of Executives base salary in effect on the Termination Date for six (6) months following the Termination Date (the Severance Period). These payments will be made on the Companys ordinary payroll dates and will be subject to standard payroll deductions and withholdings.

1.

(ii) The Company will pay Executive an amount equal to one-half (1/2) of Executives annual bonus. The bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives; or (2) the actual performance of the Company and Executive as measured against the specified performance objectives. This amount will be paid over the entire Severance Period on the Companys ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings.

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