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

On January 7, 2009, the Board of Directors (the "Board") of Saba Software, Inc., a Delaware corporation (the "Company"), adopted an Executive Officers' Incentive Plan (the "Bonus Plan").

Pursuant to the Bonus Plan, the Company's executive officers are eligible to receive incentive compensation in the form of annual bonuses (the "Annual Bonuses").

• Fifty percent (50%) of the respective Annual Bonuses of the Chief Executive Officer and Executive Vice President, Corporate Development was awarded for the first half of the Company's current fiscal year.

• Payment of the remaining fifty percent (50%) of the Annual Bonuses of the Chief Executive Officer and Executive Vice President, Corporate Development and fifty percent (50%) of the Annual Bonus for the Chief Financial Officer (collectively, the "Second Half Bonuses") are based on the achievement by the Company of certain fiscal 2009 cash earnings per share financial metrics (the "Financial Metrics") established by the Board. The Second Half Bonuses may be reduced for failure to achieve minimum Financial Metrics and may be eliminated entirely if the Financial Metrics fall below a certain threshold. The Second Half Bonuses awarded under the Bonus Plan generally will be payable in cash after the end of the fiscal year during which such Second Half Bonuses were earned. The Compensation Committee or the Board may pay discretionary bonuses in addition to the Annual Bonuses.

The foregoing summary of the Bonus Plan is subject to, and qualified in its entirety by, the Bonus Plan, which is attached as Exhibit 10.20 to this Form 8-K, and is incorporated herein by reference in its entirety.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

10.20 Executive Officers' Incentive Plan

---