Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Callidus Software, Inc - Recent Material EventOn
November 19, 2007, Callidus Software Inc. (the “Company”) announced that Robert
Youngjohns, the Company’s President and Chief Executive Officer, has decided to
resign effective November 30, 2007. Leslie J. Stretch, the Company’s
current Senior Vice President of Global Sales, Marketing, and On-Demand,
will
succeed Mr. Youngjohns as the Company’s President and Chief Executive
Officer. Mr. Youngjohns will continue his service on the Company’s
Board of Directors. Charles M. Boesenberg, who is currently a member
of the Company’s Board of Directors, will assume the role of Executive Chairman
of the Board of Directors. Michael A. Braun, the current Chairman of
the Board of Directors, will assume the duties of lead independent
director. Bryan Burkhart, currently Vice President of North America
Sales, will be promoted to Senior Vice President of Worldwide
Sales.
At
termination of his employment, Mr. Youngjohns’ unvested options will terminate
and he will no longer be eligible for further employee compensation (such
as
salary or cash bonus for the current year). As a non-employee director, his
currently vested options will not terminate and he will also be eligible
for the
non-employee director compensation package that is available for continuing
directors.
Leslie
J.
Stretch, age 46, has served as our Senior Vice President, Global Sales,
Marketing and On-Demand Business from July 2007 to November 2007, Senior
Vice
President, Worldwide Sales from April 2006 to July 2007, and Vice President,
Worldwide Sales from November 2005 to April 2006. Prior to joining
Callidus, Mr. Stretch served as interim CEO for The Hamsard Group, plc. in
the
United Kingdom from April 2005 to September 2005. Previously, Mr. Stretch
served
in a variety of roles at Sun Microsystems, most recently as Senior Vice
President of Global Channel Sales from January 2005 to April 2005, UK Vice
President and Managing Director from February 2003 to January 2005, and UK
Sales
Director from May 1996 to February 2003. Prior to joining Sun Microsystems,
Mr.
Stretch served in a variety of roles at Oracle Corporation, U.K. including
Director of Retail and Commercial Business UK from June 1995 to June 1996,
Branch Manager Western Canada from 1994 to 1995, and Branch Manager Scotland
from 1989 to 1994.
Effective
with his appointment as President and Chief Executive Officer, Mr. Stretch’s
annual base salary will be increased to $350,000, with a target bonus
opportunity of 100% of his base salary, and he will receive an option to
purchase 400,000 shares of Company stock subject to vesting over four
years. He will be eligible to receive severance equal to 12 months of
base salary, target bonus and health benefits if his employment is terminated
without cause. The Board of Directors expects to appoint Mr. Stretch
to the Board of Directors as soon as his appointment would not cause the
Company
to have less than a majority of independent directors (as defined under
applicable NASDAQ listing standards).
As
Executive Chairman, in lieu of compensation under the Company’s director
compensation policy, Mr. Boesenberg will receive an award of 120,000 restricted
stock units, subject to vesting over 12 months.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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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