CALLIDUS SOFTWARE INC
EXHIBIT 10.30
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>5
<FILENAME>f03278exv10w30.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>
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                                                                   EXHIBIT 10.30

                          [6 MONTHS ENDING 12/31/2004]
                       FORM OF EXECUTIVE COMPENSATION PLAN

                             CALLIDUS SOFTWARE INC.

I. POSITION AND GENERAL TERMS:

          PLAN PARTICIPANT:

          TITLE:

          EFFECTIVE DATES: [July 1, 2004 - December 31, 2004]

II. BASE COMPENSATION AND TARGET INCENTIVES:

          BASE SALARY:

          SEMI-ANNUAL/ANNUAL TARGET BONUS:  [Target bonus is based on a
                                            percentage of base salary; actual
                                            bonuses may range between zero and
                                            100% of base salary.]

          TARGET COMPENSATION:

III. TERMS OF PAYMENT:

          The participant's base salary is paid semi-monthly per the terms and
          conditions of Callidus Software's normal payroll period.

          Earned bonuses will be reviewed and approved by the Callidus Software
          Board of Directors Compensation Committee ("Compensation Committee")
          and will be paid immediately upon written authorization and approval
          of that committee.

IV. ADVANCES AGAINST ANNUAL BONUSES:

          No draws or advances against annual bonuses are anticipated under this
          plan.

V. BONUS FOR ACHIEVING APPROVED CORPORATE GOALS.

          All persons on the Callidus Executive Staff will be eligible to
          receive a [semi-annual or annual] bonus based on quantitative
          corporate goals. For the [relevant bonus period], the target bonus is
          set forth above. All bonuses will be reviewed and approved by the
          Compensation Committee and will be paid immediately upon written
          authorization and approval by that committee.

          In order to be eligible for the executive bonus the company must
          achieve 100% of the board-approved revenue or bookings targets, as
          determined by the Compensation Committee during the bonus period
          ("Plan"). The bonus calculation shall be a pro-rata calculation using
          the percentage of achievement of the Plan. The Plan will be determined
          by the Compensation Committee.

          Bonus Period Financial Bonus = ($ ) (%* Target Plan)

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          The bonus will be capped at 200% of the target bonus.

VI. GENERAL TERMS AND CONDITIONS:

          A. MODIFICATION AND INTERPRETATION:

          This plan may only be modified by the President of Callidus Software
          in conjunction with the Compensation Committee. Callidus Software
          reserves the right to modify this plan at will with or without notice.
          In the event of conflict of interpretation the judgment by the
          president of Callidus Software shall be final and binding.

          B. NO EMPLOYMENT AGREEMENT:

          This Plan is not to be construed in any way to be any form of
          employment agreement and in no way limits the right of Callidus to
          terminate the employment of a participant in the Plan at any time,
          with or without cause. Your employment with the Company is and
          continues to be employment "at-will" with either party having the
          right to terminate this relationship and Plan at any time. The laws of
          the State of California, excluding choice of law principles, govern
          this Plan.

          C. MANDATORY ARBITRATION:

          The parties agree that any controversy or claim arising out of or
          relating to this Plan shall be finally determined by mandatory
          arbitration. The arbitration shall be conducted in accordance with the
          American Arbitration Association ("AAA"). The proceeding will take
          place in San Jose, California. The fees of the arbitrator and the
          expenses incident to the arbitration proceedings shall be borne
          equally by the Parties. The prevailing party shall be entitled to
          reasonable attorneys' fees and costs. All other expenses shall be
          borne by the party incurring such expenses. If the Parties cannot
          agree on a single arbitrator to hear the dispute, the AAA shall name
          the arbitrator.

Approved:   ________________________________
            [Name, Title]

Date:       ________________________________

Approved:   ________________________________
            David Pratt, President and CEO

Date:       ________________________________

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