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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/16/10 Cornerstone OnDemand Inc S-1/A 5:332K Vintage/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 73K (General Form) 4: EX-10.10A Material Contract HTML 42K 5: EX-10.10B Material Contract HTML 44K 2: EX-10.9A Material Contract HTML 43K 3: EX-10.9B Material Contract HTML 46K
Unassociated Document |
TO:
|
Dave
Carter, VP Sales
|
DATE:
|
As
of January 1, 2010
|
FROM:
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Adam
Miller, as CEO on behalf of Cornerstone OnDemand, Inc.
(“Cornerstone”)
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SUBJECT:
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Commission
Plan
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1)
|
Quota for Team Sales is
each and all of (i) [***] in “Software Revenue” and (ii) $[***]
in “Service Revenue” as evidenced by Approved Contracts executed and
delivered during the Term (with time being of the
essence).
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a)
|
“Approved
Contract” means a written agreement with approved pricing between
Cornerstone and a customer with respect to the licensing by such customer
of Cornerstone OnDemand, as procured primarily by the Sales Manager
(“Manager”) or a Salesperson (“Salesperson”) that is a member of Manager’s
team and duly executed on behalf of Cornerstone by its
CEO.
|
b)
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“Software
Revenues” means, as the case may be, and without duplication of
clause 1(c) below, for the applicable year of the Approved Contract,
the monthly user fee set forth in the applicable Approved Contract
multiplied by the minimum number of monthly users set forth in such
Approved Contract multiplied by 12 months, or if there is no minimum
monthly user fee, then the minimum annual fee (for the applicable year of
such Approved Contract) attributable to the licensing of Cornerstone
OnDemand Software Modules.
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c)
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“Service
Revenue” means, without duplication of clause 1(b) above, revenue to
Cornerstone attributable to the provision of professional services (i.e.,
implementation services, business consulting, technical consulting and
educational services) by Cornerstone to the client in the applicable
Approved Contract, provided that the associated statement of work
providing for such Service Revenue is executed and delivered
contemporaneously with the Approved Contract to which such statement of
work is a part thereof.
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d)
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Nothing
in this document obligates Cornerstone to enter into any Approved
Contracts or other agreements with any customer or
otherwise.
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a)
|
For
Team Sales during the first year of each Approved Contract executed and
delivered during the Term, subject to Teaming and Territory Rules, the
Commission shall be an amount equal
to;
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i)
|
[***]
Percent ([***]%) of Software Revenue, payable concurrent with the last day
of the month payroll processing for any account where the applicable
Software Revenue is invoiced and actually received by the Company on or
before the 20th
of the month, plus
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[***]
|
Information
has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions.
|
ii)
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[***]
Percent ([***]%) of Service Revenue, payable concurrent with the last day
of the month payroll processing for any account where applicable Services
Revenue is invoiced and actually received by the Company on or before the
20th
of the month.
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iii)
|
Should
the software payment terms negotiated result in something less than full
payment, the commissions will be paid in accordance with the above as long
as the initial payments exceed 25% of the total contract value for
combined software and
services.
|
b)
|
For
the second year of each Approved Contract that has a least a two-year firm
term and that is executed and delivered during the Term, the Commission
for Software Revenue shall be [***] Percent ([***]%) it being understood
that there will be no Commissions attributable to Service Revenue beyond
the first year of each Approved Contract. Payment of the
Software Revenue Commission for the second year of the term shall be
payable in accordance with 2(a)(i) above after the applicable Software
Revenue for such second year of the Approved Contract is invoiced and
actually received by the
Company.
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c)
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For
the third year of each Approved Contract that has a least a three-year
firm term and that is executed and delivered during the Term, the
Commission shall be [***] Percent ([***]%) of Software Revenues for such
year, it being understood that there will be no Commissions attributable
to Service Revenue beyond the first year of each Approved
Contract. Payment of the Software Revenue Commission for the
third year of the term shall be payable in accordance with 2(a)i above
after the applicable Software Revenue for such third year of the Approved
Contract is invoiced and actually received by the Company. No
Commissions, whether for Software Revenue, Service Revenue, Deployment
Revenue or otherwise: will be due with respect to years four (4) or beyond
of any Approved Contract.
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d)
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To
the extent an Approved Contract is less than three years in term and is
renewed, then it shall be treated as a multi-year contract in accordance
with 2(b) and 2(c) above, except that the Commission for Software Revenue
shall be [***] Percent ([***]%) and [***] Percent ([***]%) for years two
and three respectively.
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e)
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In
the event that the manager meets his Quota with respect to each and all of
Software Revenue and Service Revenue, then, for any amount above said
quota and derived from Approved Contracts executed prior to expiration of
the Term, the Commissions for each of Software Revenue and Service Revenue
for the first year of the term of the Approved Contract in question shall
be increased to [***] Percent ([***]%) and [***] percent ([***]%),
respectively.
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i)
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Manager
shall owe Cornerstone a pro-rated portion (calculated on the basis of a
365-day year) of the Commission actually paid for such year with respect
to such Approved Contract,
and
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ii)
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Cornerstone
shall not owe Manager any Commissions or other compensation not yet paid
to Manager with respect to such Approved
Contract.
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[***]
|
Information
has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the
omitted portions.
|
b)
|
In
the event that Manager terminates his/her employment with Cornerstone, or
Cornerstone terminates Manager’s employment for “Cause” (as hereinafter
defined), Cornerstone shall owe no Commissions, Bonus or other
compensation to Salesperson that has not already been paid to Manager
(other than salary and vacation pay, in each case accrued through the date
of termination).
|
i)
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the
failure of the Manager to substantially perform his duties to the Company
(including, without limitation, meeting his/her Quota or being on
reasonable track to meet such Quota), other than a failure resulting from
the Manager’s physical or mental illness or impairment, which is not cured
within ten (10) days of the delivery to the Manager of written notice
thereof by Cornerstone;
|
d)
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In
the event that Cornerstone terminates Manager’s employment with
Cornerstone other than for “Cause”, Cornerstone shall owe no Commissions;
Bonus or other compensation that has not already been paid to Salesperson,
other than (i) any Commissions in accordance with Section 2a
that become due and payable within sixty (60) days after the date of such
termination, subject to Section 4 above, and (ii) salary and
vacation pay, in each case accrued through the date of
termination. In the event that Cornerstone terminates Manager’s
employment with Cornerstone other than for “Cause”, and an Approved
Contract that has been determined by Cornerstone to have been procured
primarily by Manager is subsequently executed and delivered within thirty
(30) days after such termination (a “Tailed Approved Contract”), then
Cornerstone agrees that, notwithstanding such termination, Manager shall
be paid his/her Commission attributable to the first year of such Tailed
Approved Contract, subject to all of the other terms and conditions of
this Plan.
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CORNERSTONE
ONDEMAND, INC.
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MANAGER:
|
|||
By:
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______________________ |
By:
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/s/ David J.
Carter
|
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Name:
Adam Miller
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||||
Title: CEO
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||||
Date:
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______________________ |
Date:
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4/13/2010 |
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/10 | None on these Dates | |||
Filed as of: | 11/16/10 | |||
Filed on: | 11/15/10 | |||
9/30/10 | ||||
6/30/10 | ||||
3/31/10 | ||||
1/1/10 | ||||
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