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

(e) Effective February 13, 2009, David C. Cunningham, Vice President, Worldwide Sales of Chordiant Software, Inc., a Delaware corporation (the "Company"), resigned from the Company. On that date, the Company entered into a separation agreement with Mr. Cunningham, the material terms of which are:

1. Mr. Cunningham has resigned as an employee of the Company.

2. The Company will continue to pay Mr. Cunningham his base salary, subject to standard payroll deductions and withholdings, for a period of six (6) months.

3. The Company will pay Mr. Cunningham bonus and commission payments, if any, due under the Company's 2009 Vice President Worldwide Sales Incentive Bonus Plan as if Mr. Cunningham was employed with the Company through March 31, 2009.

4. The Company will pay Mr. Cunningham's COBRA premiums for a period of six (6) months.

5. Mr. Cunningham released the Company from all claims.

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