Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

By resolution effective November 6, 2009, the Board of Directors of Callidus Software Inc. (the "Company") revised its severance provisions for certain of its named executive officers, including its i) President and Chief Executive Officer, Mr. Leslie Stretch, ii) Senior Vice President, General Counsel and Secretary, Ms. V. Holly Albert, iii) Senior Vice President, Finance and Operations; Chief Financial Officer, Mr. Ronald J. Fior; and iv) Senior Vice President, Engineering and Chief Technology Officer, Mr. Michael L. Graves.
Under the terms of the revised severance provisions for Mr. Stretch, upon the involuntary termination of his employment without cause and execution of a mutually acceptable full release of rights, Mr. Stretch shall receive a lump sum cash payment equivalent to i) 18 months of his then current base salary, ii) 18 months of his then current on target bonus under the Company's cash bonus program then in effect, and iii) 18 months reimbursement for COBRA health coverage.
Under the terms of the revised severance provisions for Ms. Albert and Messrs. Fior and Graves, upon the involuntary termination of employment without cause of each of them, respectively, and execution of a mutually acceptable full release of rights, each shall receive a lump sum cash payment equivalent to i) 12 months of her/his then current base salary, ii) 12 months of her/his then current on target bonus under the Company's cash bonus program then in effect, and iii) 12 months reimbursement for COBRA health coverage. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. None.

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