10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            .

Commission file number: 000-50463

Callidus Software Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 77-0438629 (I.R.S. Employer Identification Number)

6200 Stoneridge Mall Road, Suite 500

Pleasanton, California 94588

(Address of principal executive offices, including zip code)

(925) 251-2200

(Registrant's Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share Preferred Stock Purchase Rights	The NASDAQ Stock Market LLC The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o Accelerated filer ý Non-accelerated filer o  (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o    No ý

The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, based on the closing sale price of the Registrant's common stock on June 28, 2013, as reported on the NASDAQ Global Market, was approximately $237.8 million. Shares of common stock held by each executive officer and director and by each person who may be deemed to be an affiliate of the Registrant have been excluded from this computation. The determination of affiliate status for this purpose is not necessarily a conclusive determination for other purposes. As of March 3, 2014, the Registrant had 45,912,783 shares of its common stock, $0.001 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the information called for by Part III of this Form 10-K is hereby incorporated by reference from the definitive proxy statement for the Registrant's annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the Registrant's fiscal year ended December 31, 2013.

CALLIDUS SOFTWARE INC.

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended December 31, 2013

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	16
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	Selected Financial Data	19
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32
Item 9A.	Controls and Procedures	32
Item 9B.	Other Information	33
PART III
Item 10.	Directors, Executive Officers and Corporate Governance
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.	Certain Relationships and Related Transactions, and Director Independence
Item 14.	Principal Accountant Fees and Services
PART IV
Item 15.	Exhibits and Financial Statement Schedules	33
Signatures		36

©2014. Callidus Software Inc. All rights reserved. Callidus, Callidus Software, the Callidus Software logo, CallidusCloud, the CallidusCloud logo, TrueComp Manager, ActekSoft, ACom3, iCentera, Webcom, Litmos, the Litmos logo, LeadFormix, Rapid Intake, 6FigureJobs and LeadRocket are trademarks, service marks, or registered trademarks of Callidus Software Inc. and its affiliates in the United States and other countries. All other brand, service or product names are trademarks or registered trademarks of their respective companies or owners.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section in Item 7 of this report, and other materials accompanying this Annual Report on Form 10-K contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "may," "will," and similar expressions and the negatives thereof identify forward-looking statements, which generally are not historical in nature. These forward-looking statements include, but are not limited to, statements concerning the following: levels of revenue, changes in and expectations with respect to revenue, revenue growth and gross margins, future operating expense levels, future operating results, the impact of quarterly fluctuations of revenue and operating results, staffing and expense levels, expected cash and investment balances and the impact of foreign exchange rate fluctuations. As and when made, management believes that these forward-looking statements are reasonable. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made and may be based on assumptions that do not prove to be accurate. Callidus Software Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, occurring after the date of this Annual Report on Form 10-K. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company's historical experience and our present expectations or projections. For a detailed discussion of these risks and uncertainties, see the "Business" and "Risk Factors" sections in Items 1 and 1A, respectively, of this Annual Report on Form 10-K.

PART I

Item 1.    Business

Overview

Callidus Software Inc. (which we refer to as "CallidusCloud", "Callidus", "we", "our" and "Company") is the leading provider of sales and marketing effectiveness and management software. CallidusCloud® enables organizations to accelerate and maximize their Lead to Money process with a comprehensive suite of solutions that identify the promising leads, ensure proper territory and quota distribution, train sales forces, automate quote and proposal generation, and streamline sales compensation.

"Lead to Money" is a process designed to enable companies to respond to the changing role of sales and marketing in the redefined buying cycle. In the last decade, the ubiquity of social networks, mobile devices and e-commerce has transformed the traditional sales cycle into a buyer-lead journey. The core of our mission is to accelerate and maximize effectiveness along this Lead to Money process.

We provide a suite of Software-as-a-Service ("SaaS") solutions which generate revenue from cloud subscriptions, sales operation services and term licenses. Our SaaS customers typically purchase annual subscriptions, but occasionally will purchase multi-year subscriptions.

We were incorporated in Delaware in 1996. Our principal executive office is located in Pleasanton, California and our principal website address is www.calliduscloud.com.

Our Products and Solutions

Our solutions, aligned to the Lead to Money process, are organized into four main product suites that we identify as the Marketing Cloud, Hiring Cloud, Learning Cloud and Selling Cloud. Our core product offerings within each suite are detailed below.

Marketing Cloud

• Marketing Automation empowers the sales team with lead intelligence and prospect information, provides analytics that identify the right business opportunities to pursue, and delivers sophisticated lead-scoring algorithms that enable teams to prioritize leads by jointly deciding the ideal lead score to be considered "sales-ready."

• Sales and Channel Enablement aligns marketing and sales to provide playbooks, collaboration portals, content management and reporting. We believe the solution to be a centerpiece for any enablement strategy because it offers the sales team a centralized source of content and guidance on what to use at each stage of the sales cycle, while it concurrently provides the insight necessary to understand content usage and collect feedback from the field.

Hiring Cloud

• Sales Selector delivers a unique combination of online video interviewing, assessment testing, and social benchmarking designed to enable sales managers to rapidly evaluate candidates based on selling technique, sales temperament, and proven performance.

• 6FigureJobs is an executive career community that offers online job search resources and content for job-seeking professionals.

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Learning Cloud

• Litmos Learning Management System ("LMS") enables companies to quickly deploy training content to their staff and channel partners over the cloud. Designed from the ground up for ease of development and use, the product reduces training costs and improves performance while it gives users the flexibility to consume training content at their convenience.

• Rapid Intake® Content Authoring enables course developers to create courses once collaboratively and to publish the courses to both desktop browsers and mobile devices in one joint package. It expedites the production of mobile-friendly powerful training courses.

Selling Cloud

• Territory and Quota Managerfacilitates the ability of companies to evaluate territories and quota distribution to enable achievement of corporate goals. Territory and Quota unites all the necessary data to make the right decisions around buyers and whitespace coupled with analytics to accurately size and value territories.

• Configure-Price-Quote ("CPQ")guides sales representatives through the quoting process, identifies opportunities for up-selling and cross-selling and ensures correct configuration for maximum deal size. CPQ eliminates errors and generates high-quality proposals in minutes, all from a mobile device that leads to shorter sales cycles.

• WorkFlow automates business processes with workflow and promotes collaboration. Example flows include commission plan and payment approvals, hiring and onboarding flows, deal collaboration and partner deal registration.

• Commissions streamlines the design and management of incentive compensation programs and commission payments. Commissions drives sales performance while it reduces errors in payouts, which leads to more selling time and more revenue from cross-sell and up-sell. It also includes modules for Management by Objectives ("MBOs"), channel and producer onboarding, reporting and basic workflows.

• Incentive Compensation Management ("ICM") is designed specifically for the insurance industry and is built to deliver extreme automation in incentive plan configuration, payout and producer management. It is a highly configurable solution that supports rapid deployment, ease of use and reduced operational complexity.

• Sales Performance Manager ("SPM") enables businesses to set targeted coaching plans tailored to the individual sales professional. SPM provides managers a complete view of performance that is based on key performance indicators (“KPIs”) from multiple data stores across the enterprise, as well as skills evaluations recorded in the field through mobile devices.

• MySalesGame combines gamification and social technology to create an innovative platform that provides tools necessary to create meaningful and sustainable organizational behavior change. MySalesGame simplifies complex tasks into smaller objectives, communicates goals clearly and provides instant recognition of achievements. By tapping into the inherent competitiveness in people and leveraging social technology, gamification enables businesses to motivate and encourage sales people across the entire organization.

• Thunderbridge Big Sales Data combines big data technology with innovative analytics and visualizations to enable real-time exploration of granular sales data. Access to big sales data, and the ability to analyze it, is believed to be revolutionary in sales and channel decision-making.

Services

CallidusCloud provides a full range of services to our customers, including professional services, business process outsourcing services, maintenance and technical support services, and education services.

Professional Services.    Callidus provides integration and configuration services to our customers. Professional services typically include the identification and sourcing of legacy data, configuration of application rules to create compensation and coaching plans, set up of pre-defined reports and custom reports, and the ability to interface our hosted application with other applications used by our customers. Configuration and other professional services related to our software can be performed by us, our customers or third-party implementation providers. We also provide services to our implementation partners to aid them in certain projects and training programs. In addition, we provide strategic and expert services to help our customers optimize incentive compensation business processes and management capability.

Business Process Outsourcing Services.    Callidus provides a suite of value-added business outsourcing solutions designed to drive specific customer outcomes. Each solution includes clearly defined engagement plans, rapid deployment methods, and a proven track record of delivering value to customers. Business Process Outsourcing Services include Sales Operations Management to manage day-to-day operations and maintain the sales effectiveness system; Sales Performance Management to design and deploy the right territory, quota, incentive plan, and coaching strategy to drive specific financial targets; Sales Performance Intelligence to analyze capacity, coverage, and incentive effectiveness; and Sales Performance Optimization to benchmark and tune the SPM system.

Maintenance and Technical Support Services.    Callidus has maintenance and technical support centers in the United States and India. We currently offer two levels of support, standard and premium, which are generally provided on an annual basis. Under both levels of support, we provide our customers with online access to our customer support database, telephone, web and e-mail support, and all product enhancements and new releases. We also offer online chat to customers as an alternative option. In the case of premium support, we provide customers with access to a support engineer 24 hours a day, 7 days a week. In addition, customers who subscribe to standard or premium support can access remote technical account managers to assist with management and resolution of support requests.

            Education Services.    Callidus offers a comprehensive set of performance-oriented, role-based training courses for our customers,

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partners, and employees. Our education services include self-service web-based training, classroom training, virtual training with off-site instructors, on-site training, and customized training. Our professional certification is available to promote standards for SPM professionals who demonstrate the ability to implement our suite of products.

Operations, Technology and Development

            Most of our customers implement our solutions as an on-demand SaaS-based subscription, and some enter into our on-premise license arrangement. Our solutions can be configured with a selection of service levels and options to suit an organization's business objectives, requirements and resources. With our SaaS solutions, our customers rely on CallidusCloud SaaS operations services to provide the infrastructure operations and software application operations layers required for their sales effectiveness and sales performance management. In addition, our Business Process Outsourcing services provide plan and reporting administration services, such as compensation plan maintenance, coaching plan management, portal management, report design and maintenance, customer service, issue resolution, and production support. Customers that select these services do not need to hire or train a full team to run and manage the application.

            We have developed our on-demand infrastructure with the goal of maximizing the availability, performance, and security of our solutions through several hosting facilities. Our scalable hosting infrastructure and application architecture enable us to offer services to our global customers at mutually agreed service level arrangements. Our information security policies are modeled on the ISO 27002, SSAE16 and Safe Harbor.

            We organize our development staff along product lines, with a development operations group that provide centralized support for quality assurance and deployment. In 2013, 2012, and 2011, we recorded research and development expenses of $17.1 million, $16.6 million and $12.0 million, respectively. These expenses include stock-based compensation.

Customers

We ended 2013 with over 2,200 customers. Our customers are diverse in size and type across a wide variety of industries, with a focus on telecommunications, insurance, banking, and technology markets. In 2013, 2012 and 2011, none of our customers accounted for more than 10% of our revenue.

Sales and Marketing

            We sell and market our software primarily through a direct sales force and in conjunction with our external partners. In the United States, we have sales and service offices in Pleasanton, California (headquarters); Atlanta, Georgia; Birmingham, Alabama; Chicago, Illinois; Milwaukee, Wisconsin; New York, New York; Provo, Utah, and Scottsdale, Arizona. Outside the United States, we have sales and service offices in Australia, Canada, Hong Kong, India, Malaysia, Mexico, Serbia, Singapore, and the United Kingdom.

            Sales.    Our direct sales force, which consist of account executives, technical pre-sales engineers and field management, is responsible for the sale of our products to global enterprises across multiple industries, and is organized into geographic territories. Beginning in 2014, we have organized our direct sales force along a vertical industry focus.

            Marketing.    Our marketing activities include product and customer marketing functions as well as marketing communications. The function of our product marketing is to define new product requirements, manage product life cycles, and generate content for sales collateral and marketing programs. The function of our marketing communications is to focus on both primary demand generation efforts to increase awareness of sales effectiveness and secondary demand generation efforts to drive sales leads for our products and services. This is done through multiple channels, including advertising, webcasts, industry events, email marketing, web marketing, and telemarketing. In addition, our corporate website is optimized to drive prospects to our solutions and generate additional sales opportunities. Our marketing activities are optimized by our own Enablement and Marketing Automation solutions.

Alliances and Partnerships

            We actively promote and maintain strategic relationships with systems integrators, consulting organizations, independent software vendors, value-added resellers, and technology providers. These relationships provide both customer referrals and co-marketing opportunities, which have contributed to the expansion of our customer base. We have established alliances with partners such as Accenture, Canidium, Cognizant, Deloitte, and TCS to service nationally and internationally. We have also enhanced our relationship with technology partners such as Salesforce.com, NetSuite and Oracle that collaborate with us in re-selling our products and services.

Competition

            Our principal competition comes from Oracle Corporation, IBM and the internally-developed software solutions deployed at potential customers. We also compete with other software and consulting companies, which typically focus on specific industries or sectors, including:

•Hiring: HireVue and InterviewStream

•Marketing: Marketo, and Pardot

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• Selling: Apttus, BigMachines, Cameleon Software, Merced Systems, Synygy, SAVO, Sterling Commerce, Varicent Software and Xactly Corporation

•Learning: Adobe Systems, Saba, SAP-SuccessFactors, and SumTotal Systems.

            We believe that the principal competitive factors in our market are:

•industry-specific domain expertise;

•scalability and flexibility of solutions;

•quality of customer service;

•ability to offer a broad suite of products and services across the Lead to Money cycle;

•functionality of solutions; and

•total cost of ownership.

            We believe that we compete effectively with other established enterprise software companies due to our focus, established market leadership, domain expertise, comprehensive suite and roadmap of solutions beyond core commission management, and our highly scalable architecture. Furthermore, we believe we have developed the domain expertise necessary to meet the dynamic requirements of our customers' complex and growing sales performance and sales effectiveness programs.

We believe that our products offer a more cost-effective and more comprehensive alternative to internally developed solutions. Internally-developed solutions are generally expensive, inflexible, and difficult to maintain, particularly for companies with increasingly complex sales performance programs and sales channels, which increase total cost of ownership and limits the ability to implement programs that address targeted business objectives effectively.

            We believe our on-demand offering competes favorably in terms of speed of implementation, reliability, security, scalability, and portability. Our solutions further enhance our ability to provide comprehensive sales effectiveness solutions delivered from a single vendor. While our competitors offer viable market alternatives, we believe that we have developed superior breadth and depth of functionality demanded by specific vertical markets, while providing increased operational flexibility to support rapid deployment capability. Additionally, we have differentiated our products by adding features that are specific to each target market and that scale to growing business needs.

Intellectual Property

            Our success and ability to compete depends in part on our ability to develop and maintain the proprietary aspects of our technology and operate without infringing upon the proprietary rights of others. We rely on a combination of patents, trademarks, copyrights, service marks, trade secrets, confidentiality procedures, contractual provisions and other similar measures to protect our proprietary information and intellectual property.

            Our agreements with customers include restrictions intended to protect and defend our intellectual property rights. We also require our employees, contractors and many of those with whom we have business relationships to sign confidentiality agreements.

            Some of our products include licensed third-party software. While third-party software comprises important elements of our product offerings, such software is commercially available and we believe there are other commercially available substitutes that can be integrated with our products on reasonable terms. In certain cases, we believe that we could develop substitute technology to replace these products if these third-party licenses were no longer available on reasonable terms.

Employees

As of December 31, 2013, we had 612 employees. None of our employees are represented by a labor union.

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Executive Officers

The following table sets forth information about our executive officers as of December 31, 2013:

Name	Age	Position	Executive Officer Since
Leslie J. Stretch	52	President; Chief Executive Officer	2005
Bob L. Corey	62	Senior Vice President, Chief Financial Officer	2013
Jimmy Duan	51	Senior Vice President, Chief Technology Officer	2008

Leslie J. Stretch has served as our President and CEO since December 2007 and has served as a director on our board of directors since July 2008. Previously, Mr. Stretch was 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, UK 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. Mr. Stretch holds a B.A. in Economics and Economic History from the University of Strathclyde and a Postgraduate Diploma in Computer Systems Engineering from the University of Edinburgh.

Bob L. Corey has served as our Senior Vice President, Chief Financial Officer since May 2013. Prior to joining the Company, Mr. Corey served as the chief financial officer of FrontRange Solutions USA Inc., an enterprise software company, since May 2012. Prior to FrontRange, he served in various roles at Extreme Networks, Inc., an Ethernet solutions company from July 2009 to March 2011, ultimately as interim chief executive officer and executive vice president and chief financial officer. From May 2003 to January 2006, Mr. Corey held a variety of executive positions, including executive vice president and chief financial officer, at Thor Technologies, Inc., an enterprise software company. Mr. Corey currently serves as a member of the board of directors and as chairman of the audit committee for Apigee Corporation, a private software development tools and services company.

Jimmy Duan has served as our Senior Vice President, Chief Technology Officer since June 2013. Dr. Duan has served a variety of executive management roles at CallidusCloud, including senior vice presidents of commissions business and international sales. Previously, Dr. Duan served as vice president of client services at Xactly, where he was responsible for defining and setting up SaaS operations and managing customer success. Earlier in his career, Dr. Duan held professional services management positions at Quovera and Talus Solutions, and consulted with multi-national organizations in financial services, telecommunications, transportation, and high-tech manufacturing. Dr. Duan holds a Ph.D. in industrial and systems engineering from Virginia Tech.

Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other periodic reports are available free of charge on our website (www.calliduscloud.com) as soon as reasonably practicable after we have electronically filed or furnished such materials to the Securities and Exchange Commission.

Item 1A.    Risk Factors

Factors That Could Affect Future Results

We operate in a dynamic and rapidly changing environment that involves many risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Annual Report on Form 10-K. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. The risks discussed in this Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition or operating results.

RISKS RELATED TO OUR BUSINESS

We have a history of losses, and we cannot assure you that we will return to or maintain non-GAAP profitability.

We incurred net losses of $21.4 million in 2013, $27.7 million in 2012, and $15.8 million in 2011. To achieve profitability, we must further increase our total revenue, principally by growing our recurring revenue offerings by entering into more and/or larger transactions, maintaining or reducing the rate of existing customer cancellations, and ensuring that our cost structure is aligned with our recurring revenue model. If we cannot increase our recurring revenue and manage costs, our future results of operations and financial condition will be adversely affected and we may be unable to continue operating.

We continue to monitor and manage our costs in an effort to further optimize our performance for the long-term. However, there is no assurance that these steps will be adequate, and unforeseen expenses, difficulties or delays may prevent us from realizing our goals. We

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may need to incur restructuring expenses or implement other cost reduction efforts in the future and, even with these or any future actions, we cannot be sure that we will achieve or sustain profitability on a quarterly or annual basis in the future. In addition, we cannot be certain the steps we have taken to control our costs in the near term will not adversely affect our prospects for long-term revenue growth. If we cannot increase our total revenue, continue to improve our gross margins, and control our costs, our future operating results and financial condition will be negatively affected.

A majority of our revenue are derived from a single solution in 2013, and a decline in sales of that solution could adversely affect our operating results and financial condition.

We derive, and expect to continue to derive, majority of our product revenue from a single solution, and are particularly vulnerable to fluctuations in demand for that solution. If demand for that solution declines significantly and we can’t replace the revenue with revenue from our other offerings, our business and operating results will be adversely affected as our financial performance and business outlook depends on continued market acceptance of that solution. We cannot ensure that our current levels of market penetration and revenue will continue in the future. If market conditions or increased competition result in customer cancellations or reductions in our subscription service, or if we are unable to successfully introduce new solutions or keep pace with technological advancements, our revenue may decline.

Our revenue and operating results have fluctuated in the past and are likely to fluctuate in the future, harming our results of operations, and because we recognize revenue from subscriptions over a period of time, downturns or upturns in revenue may not be immediately reflected in our operating results.

Because we generally recognize SaaS revenue and maintenance revenue from customers ratably over the terms of their subscription and maintenance support agreements, most of the revenue we report in each quarter result from the recognition of deferred revenue relating to agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions and maintenance in any one quarter will not necessarily be fully reflected in revenue for that quarter but will harm our revenue in future quarters. In addition, we may be unable to adjust our operating costs and capital expenditures to reflect the changes in revenue. Accordingly, the effect of significant downturns in sales of our SaaS offerings and increases in customer attrition may not be fully reflected in our results of operations until future periods. Our on-demand subscription model also makes it more difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term. In addition, although our revenue is primarily focused on recurring revenue, we anticipate continuing to recognize perpetual license revenue, particularly with international customers. Perpetual license revenue is difficult to forecast and is likely to fluctuate, sometimes significantly, from quarter to quarter due to a number of factors, many of which are wholly or partially beyond our control. Accordingly, we believe that period-to-period comparisons of our results of operations should not be relied upon as definitive indicators of future performance.

Other factors that may cause our quarterly revenue and operating results to fluctuate include:

• the discretionary nature of customer spending levels and budget cycles as well as the priority our customers place on our products compared to other business investments;

• varying size, timing and contractual terms of orders for our products, which may delay the recognition of revenue;

• competitive factors, including new product introductions, upgrades and discounted pricing or special payment terms offered by our competitors;

• technical difficulties, errors or interruptions in our solutions which may result in customer dissatisfaction with our products and services;

• pricing changes and general economic conditions, including the ongoing after-effects of the global economic crisis;

• unpredictable and often lengthy sales cycles;

• strategic actions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

• consolidation among our customers, which may alter their buying patterns, or business failures that may reduce demand for our products and services;

• increased operating expenses associated with expansion of our sales force or business, and increased product development efforts;

• extraordinary expenses such as litigation or other payments related to settlement of disputes; and

• cost, timing and management effort related to the introduction of new features to our solutions.

With respect to general economic conditions, our business may be adversely impacted by: (i) reduced bookings and revenue, as a result of longer sales cycles, reduced, deferred or cancelled customer purchases, and lower average selling prices; (ii) increased operating losses and reduced cash flows from operations; (iii) greater than anticipated uncollectible accounts receivable and increased allowances for

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doubtful accounts receivable; and (iv) impairment in the value of our financial and non-financial assets resulting in non-cash impairment charges. Any of these developments, or the combination thereof, may adversely affect our revenue, operating results and financial condition in future periods. Furthermore, we maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. In such cases, we may be required to defer revenue recognition on sales to affected customers, any of which could adversely affect our operating results. In the future, we may have to record additional reserves or write-offs and/or defer revenue on certain sales transactions which could negatively impact our financial results.

Interruption of our operations, infrastructure or systems upon which we rely could prevent us from delivering our products and services to our customers, which could significantly harm our business.

Our business is primarily conducted over the Internet and, therefore, it depends on our ability to protect our computer equipment and the information stored in our computer equipment, offices and hosting facilities against damage from natural disasters, power loss, telecommunications failures, unauthorized intrusion and other events. There can be no assurance that our disaster preparedness will prevent significant interruption of our operations. Interruptions in the services provided by these facilities may result in unexpected and possibly lengthy service interruptions. Any service interruptions, regardless of the cause, may result in material liability claims against us for breach of service-level commitments to our customers, customer terminations and damage to our reputation.

In addition, we engage third-party service providers for our hosting facilities and related infrastructure that is essential for our subscription services. Our service to customers could be interrupted in the event of a natural disaster, by a hosting provider decision to close a facility or terminate operations or by other unanticipated problems. Similarly, we use third-party telecommunications providers for Internet and other telecommunication services. We also rely heavily on our own and third-party financial, accounting, and other data processing systems. Any of these third-party providers may fail to perform their obligations adequately, and any of these third-party systems may fail to operate properly or become disabled for varying periods of time, causing business interruption or system damage, which could reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions, cause other liability to customers, or cause regulatory intervention or damage to our reputation.

Errors or interruptions in our solutions could be costly to correct and time consuming to repair, and adversely affect our reputation and impair our ability to sell our solutions.

Our solutions are complex and, accordingly, they may contain errors, or "bugs." Any errors or vulnerabilities could be extremely costly to correct, materially and adversely affect our reputation and impair our ability to sell our solutions. Moreover, customers relying on our solutions to calculate and pay incentive compensation may have a greater sensitivity to errors, security vulnerabilities and interruptions than in other applications. If we incur substantial costs to correct any errors or repair availability issues, our operating margins will be adversely affected. Because our customers depend on our solutions for their critical business functions, any interruptions could result in lost or delayed market acceptance and sales of our solutions, product liability suits against us, diversion of development resources and substantially greater service-level credits and warranty costs than anticipated or accrued. Further, our efforts to reduce costs by employing more subcontracting personnel to perform product development, technical support, professional services and application hosting tasks may make it more difficult for us to timely respond to errors or interruptions.

Companies and solutions added through acquisition may be temporarily served through alternate facilities. We do not control the operation of any of these facilities. Despite precautions taken at these facilities or by us, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in our service. In addition, we may move or transfer our data and our customers’ data. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our service and damage our reputation.

If we are unable to maintain the profitability of our recurring revenue products and services, our operating results could be adversely affected.

We have invested, and expect to continue to invest, substantial resources to expand, market and refine our recurring revenue products and services offerings. If we are unable to continue increasing the volume of our on-demand business or improving gross margins, we may not be able to achieve or sustain profitability and our operating results and financial condition will be adversely affected. Factors that could harm our ability to improve our gross margins include:

• significant attrition as customers decide not to renew for their own economic or other reasons;

• our inability to maintain or increase the prices customers pay for our products and services based on competitive pricing pressures and limited customer demand;

• increased cost of third-party services providers, including hosting facilities for our SaaS operations and professional services contractors performing implementation and technical support services as well as inefficiencies, delays and unacceptable quality from such vendors;

• increased costs that relate to integration of acquired products or personnel;

• increased cost to license and maintain third-party software embedded in our solution or the cost to create or substitute such third-

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party software if it can no longer be licensed on commercially reasonable terms;

• the inability to implement, or delays in implementing, technology-based efficiencies and efforts to streamline and consolidate processes to reduce operating costs; and

• higher wage and benefits costs for our existing personnel or the need to increase the number of our employees to support increasing customer demands for our professional services, technical support or general operations.

Breaches of security or failure to safeguard customer data could create the perception that our products and services are not secure, causing customers to discontinue or reject the use of our products or services and potentially subject us to significant liability. Implementing, monitoring and maintaining adequate security safeguards may be costly.

Our on-demand service allows customers to access our solutions and transmit confidential data, including personally identifiable individual data of their employees, agents and customers over the Internet. We also store data provided to us by our customers on servers in our hosting facilities. In addition, we may have access to confidential and private individual data as part of our professional services organization activities, including implementation, maintenance and support of our software for term and perpetual license customers.

Moreover, many of our customers are subject to heightened security obligations regarding the personally identifiable information of their downstream customers. In the United States, these heightened obligations particularly affect the financial services, healthcare and insurance sectors, which are subject to stringent controls over personal information under various state and federal laws and regulations. In addition, the European Union Directive on Data Protection as well as the laws and regulations of the Member States of the European Union implementing the directive create international obligations on the protection of personal data that typically exceed security requirements mandated in the United States. The security measures we have implemented and may need to implement, monitor and maintain in the future to satisfy the requirements of our customers may be substantial and involve significant time and effort, which are typically not chargeable to our customers.

In addition, these security measures may be breached due to third-party action, including intentional misconduct or malfeasance, employee error or otherwise, and result in unauthorized disclosure of or access to our customers’ data or our data, including our intellectual property and other confidential business information, or our IT systems. Third parties also may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our customers’ data or our data or IT systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, our customers may authorize third-party technology providers to access their customer data. Because we do not control our customers and third-party technology providers, or the processing of such data by third-party technology providers, we cannot ensure the integrity or security of such transmissions or processing. Malicious third-parties may also conduct attacks designed to temporarily deny customers access to our services.

If we do not adequately safeguard the information imported into our solutions or otherwise provided to us by our customers, or if third parties penetrate our systems or security and misappropriate our customers' confidential information, it may damage our reputation, result in a loss of confidence in the security of our service, negatively impact our future sales, disrupt our business, and we may be sued and incur substantial damages in connection with such events. Even if it is determined that our security measures were adequate, the damage to our reputation may cause customers and potential customers to reconsider the use of our products and services, which may have a material adverse effect on our results of operations.

Decreases in retention rates for customer on-demand subscription or on-premise maintenance arrangements could materially impact our future revenue or operating results.

Our customers have no obligation to renew our on-demand service or maintenance support transactions after the expiration of the subscription or maintenance period, which is typically 12 to 24 months, and some customers have elected not to renew. Our customers may renew for fewer payees or renew for shorter contract lengths. In addition, we offer a pay-as-you-go model, whereby customers can pay for our on-demand service on a monthly basis without a long-term commitment, which may unexpectedly increase the rate of customer non-renewals and thus negatively and unpredictably affect our recurring revenue during a particular reporting period. Our customer retention rates, including the retention of customers gained from the addition of acquired products, may decline and we cannot accurately predict renewal rates. If our customers' renewal rates decline or fluctuate as a result of a number of factors, including reduced budgets, insourcing decisions, or dissatisfaction with our service, our revenue will be adversely affected and our business will suffer.

If we do not compete effectively, our revenue may not grow and could decline.

We have experienced, and expect to continue to experience, intense competition from a number of software companies and internally-developed solutions as the market for sales effectiveness products is rapidly evolving. We believe one of our key challenges is to be able to demonstrate the benefit of our products and services to prospective customers such that they place purchases of our products and services at a higher priority relative to other projects. Our financial performance depends in large part on continued growth in the number of organizations adopting sales effectiveness and other related solutions to manage the performance of their sales organizations. The market for sales effectiveness solutions may not develop as we expect, or at all. Moreover, our competitors may be more successful than we are in capturing the market. In either case, our business and operating results will be adversely affected.

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We compete principally with vendors of sales effectiveness software, Enterprise Incentive Management ("EIM") software, enterprise resource planning software and customer relationship management software. Our competitors may announce new products, services or enhancements that better meet the needs of prospects, customers and/or changing industry standards. Increased competition may cause price reductions, reduced gross margins and loss of market share, any of which could have a material adverse effect on our business, results of operations and financial condition.

Many of our enterprise resource planning competitors and other potential competitors have longer operating histories with significantly greater financial, technical, marketing, service and other resources. Many also have a larger installed base of users, larger marketing budgets and relationships, established distribution agreements, and greater name recognition. Some of our competitors' products may also be more effective at performing particular sales effectiveness or EIM system functions or may be more customized for particular customer needs in a given market. Even if our competitors provide products with less sales performance management or EIM system functionality than our products, their products may incorporate other capabilities, such as recording and accounting for transactions, customer orders or inventory management data. A product that performs these functions, as well as some of the functions of our solutions, may be appealing to some customers because it would reduce the number of applications used to run their business.

Our products generally must be integrated with software provided by existing or potential competitors. These competitors could alter their products in ways that inhibit integration with ours, or they could deny or delay our access to advance software releases, which would restrict our ability to adapt our products for integration with their new releases and could result in the loss of both sales opportunities and renewals of on-demand services and maintenance.

In addition, if one or more of our competitors were to merge or partner with another of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively. Increased competition may cause price reductions, reduced gross margins and loss of market share.

Some potential customers have already made substantial investments in third-party or internally developed solutions designed to model, administer, analyze and report on pay-for-performance programs. These companies may be reluctant to abandon such investments in favor of our products and services. In addition, information technology departments of potential customers may resist purchasing our solutions for a variety of reasons, particularly the potential displacement of their historical role in creating and running software and concerns that packaged and hosted product offerings are not sufficiently customizable and/or pose data security concerns for their enterprises.

The use and adoption of our solutions may be limited by privacy concerns and laws, including cross-border data transfers and other domestic or foreign regulations which could have an adverse effect on our future revenue or operating results.

We expect federal, state and foreign governments to continue to increase regulation of Internet commerce, including data privacy. The laws and regulations that relate to the solicitation, collection, processing, use, and disclosure of personal information, as well as those that apply to cross-border transfers of personal information, could affect demand for our solutions. For example, our customers can use our service to store compensation and other personal or identifying information about their sales personnel.

The costs of compliance with, and other burdens imposed by, such laws and regulations that are applicable to our customers’ businesses may limit the use and adoption of our service and reduce overall demand, or lead to significant fines, penalties or liabilities for any noncompliance with such privacy laws. As a result, certain industries may not adopt our services based on perceived privacy concerns, regardless of the validity of such concerns.

The transfer of our on demand infrastructure may result in interruptions to service or other difficulties which may negatively impact our customers.

We deliver our solutions by using an integrated architecture environment, which has previously been provided through third-party facilities. We are in the process of transitioning to a new third-party facility with full redundancy capabilities in Sacramento, California to support our SaaS solutions. We intend to establish a second, fully redundant hosting facility in Virginia in 2014. Our systems, procedures or controls might not be adequate to support this functionality. Further, these functions are complex and disruptions to the environment could occur during the transfer of customers to the new data center, which may result in increased exposure to remediation efforts and liability claims against us for breach of service-level commitments, customer terminations and damage to our reputation and future business prospects.

Acquisitions and investments present many risks. We may not realize the anticipated financial and strategic benefits of such transactions, and may not be able to successfully integrate and manage the acquired businesses. In addition, we may not be able to manage our operations with the acquired businesses efficiently or profitably.

As part of our business strategy, we evaluate opportunities to expand and enhance our product and services offerings to meet our customers' needs, increase our market opportunities and grow revenue, both through internal development efforts and external acquisitions and partnerships. We have completed a number of acquisitions since 2010, and we may continue to acquire or make investments in other companies, products, services and technologies in the future. Acquisitions and investments may cause disruptions in or add complexity to our operations and involve a number of risks, including the following:

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• the benefits that we anticipated from an acquisition, such as an increase in revenue, may not materialize if, for example, a larger number of customers than expected choose not to renew or if we are not able to cross-sell the acquired company's products and services to our existing customer base;

• we may have difficulty integrating and managing the acquired technologies or products with our existing product lines, and in maintaining uniform standards, controls, procedures and policies across locations;

• we may experience challenges in, and have difficulty penetrating, new markets where we have little or no prior experience and where competitors have stronger market positions;

• we may have difficulty integrating the financial systems and personnel of the acquired business and in retaining the key employees, and to the extent we issue shares of stock or other rights to purchase stock, including options, to such individuals, existing stockholders may be diluted;

• our ongoing business and management's attention may be disrupted or diverted by transition or integration issues and the complexity of overseeing geographically and culturally diverse locations;

• we may find that the acquired business or assets do not further our business strategy, or that we overpaid for the business or assets, or that we do not realize the expected operating efficiencies or product integration benefits;

• we may fail to uncover or realize the significance of, or otherwise become exposed to, certain liabilities and other issues assumed from an acquired business, such as claims from terminated employees or third-parties and unfavorable revenue recognition or other accounting practices;

• we may experience customer confusion as a result of product overlap, particularly when we offer, price and support various product lines differently and/or on varying contractual terms;

• our use of cash consideration for one or more significant acquisitions may require us to use a substantial portion of our available cash or incur substantial debt, and if we incur substantial debt, it could result in material limitations on the conduct of our business.

These factors could have a material adverse effect on our business, results of operations and financial condition or cash flows. Furthermore, during periods of operational expansion, we often need to expand the size of our staff, grow and manage our related operations and third-party partnerships, and potentially amplify our financial and accounting controls to ensure they remain effective. Such changes may increase our expenses, and there is no assurance that our infrastructure will be sufficiently scalable to efficiently manage any growth that we may experience. If we are unable to leverage our operating cost investments as a percentage of revenue, our ability to generate or increase profits will be adversely impacted. In addition, from time to time, we may enter into negotiations for acquisitions investments that are not ultimately consummated, which could result in significant diversion of management time, as well as out-of-pocket expenses.

Some of our products rely on third-party software licenses to operate, and the loss or inability to maintain these licenses and/or errors, discontinuations, or updates in or to such software, could result in increased costs, delayed sales, or customer claims against, or termination of, our existing agreements.

We license technology from several software providers for our reporting, analytics, and integration applications, and we anticipate that we may continue to license some of these technologies from these or other providers in connection with future products. We also rely on generally available third-party software to run our applications. Any of these software applications may not continue to be available on commercially reasonable terms, if at all, or new versions may be released that are incompatible with our offerings. Some of the products could be difficult to replace, and developing or integrating new software with our products could require months or years of design and engineering work. The loss or modification of any of these technologies could result in delays in providing our products until equivalent technology is developed or, if available, is identified, licensed and integrated. Acquisitions of third-party technologies by other companies, including our competitors, may have a material adverse impact on us if the acquirer seeks to cancel or change the terms of our license.

In addition, we depend upon the successful operation of certain third-party products in conjunction with our products or services. As a result, undetected errors in these products could prevent the implementation or impair the functionality of our products, delay new product introductions, limit the availability of our products via our on-demand service, and/or injure our reputation. Our use of additional or alternative third-party products could result in new or higher royalty payments if we are required to enter into license agreements for such products.

Our success depends upon our ability to develop new products and services and enhance our existing products and services rapidly and cost-effectively. Failure to successfully introduce new or enhanced products and services may adversely affect our operating results.

SaaS sales effectiveness solutions and cloud computing markets are generally characterized by:

• rapid technological advances;

• changing customer needs; and

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• frequent new product introductions and enhancements.

To keep pace with technological developments, satisfy increasingly sophisticated customer requirements, achieve market acceptance and effectively respond to competition, we must quickly identify emerging trends and requirements, accurately define and design enhancements and improvements for existing products and services, and introduce new products and services that satisfy our customers’ changing demands. Accelerated introductions for products and services require high levels of expenditures for research and development that could adversely affect our operating results. Further, any new products or services we develop may not be introduced in a timely manner or be available in a distribution model acceptable to our target markets, and may therefore not achieve the broad market acceptance necessary to generate significant revenue. If we are unable to quickly and successfully develop or acquire and distribute new products and services cost-effectively, or enhance existing products and services, or if we fail to position and price our products and services to meet market demand, our business and operating results will be adversely affected.

Our offshore product development, support and professional services may prove difficult to manage or of inadequate quality to allow us to realize our cost reduction goals and produce new products and services and provide professional services to drive growth.

Our use of offshore resources to perform new product and services development, and provide support and professional consulting efforts has required, and will continue to require, detailed technical and logistical coordination. We must ensure that international resources are aware of and understand development specifications and customer support, as well as implementation and configuration requirements and that they can meet applicable timelines or, if they are not met, that any delays are not significant.

We may not be able to maintain acceptable standards of quality in support, product development and professional services. If we are unable to successfully maintain the quality of services provided by our international third-party service providers, our attempts to reduce costs and drive growth through new products and margin improvements in technical support and professional services may be negatively impacted, which would adversely affect our results of operations. Outsourcing services to offshore providers may expose us to misappropriation of our intellectual property or that of our customers, or make it more difficult to defend our rights in our technology.

The loss of key personnel, higher than normal employee attrition in key departments, or the inability of replacements to quickly and successfully perform in their new roles could adversely affect our business.

Our success depends to a significant extent on the abilities and effectiveness of our personnel, and, in particular, our chief executive officer and other executive officers. All of our existing personnel, including our executive officers, are employed on an "at-will" basis. If we lose or terminate the services of one or more of our current executives or key employees or if one or more of our current or former executives or key employees joins a competitor or otherwise competes with us, or if we do not have an effective succession or development plan in place for such individuals, our ability to successfully implement our business plan could be impaired. Likewise, if a number of employees from specific departments were to depart, our short-term ability to maintain business may be adversely affected. Additionally, if we are unable to quickly hire qualified replacements for our executives, other key positions or employees within specific departments, our ability to execute our business plan could be harmed. Even if we can quickly hire qualified replacements, we would expect to experience operational disruptions and inefficiencies during any transition.

If we are unable to hire and retain qualified employees and contractors, including sales, professional services, and engineering personnel, our growth may be impaired.

To scale our business successfully, increase productivity, maintain a high level of quality and meet the needs of our customers, we need to recruit, retain and motivate highly skilled employees and subcontractors in all areas of our business, including sales, professional services and engineering. In particular, if we are unable to hire or subcontract for and retain talented personnel with the skills, and in the locations, we require, we might need to redeploy existing personnel or increase our reliance on subcontractors to fill certain labor needs. Furthermore, we intend to continue increasing our sales force and, if we are not successful in attracting and retaining qualified personnel, or if new sales personnel are unable to achieve desired productivity levels within a reasonable time period, we may not be able to increase our revenue and realize the anticipated benefits of these investments.

As our customer base increases and as we continue to evaluate and modify our organizational structure to increase efficiency, we are likely to experience staffing constraints in connection with the deployment of trained and experienced professional services and support resources capable of implementing, configuring, maintaining and supporting our products and related services. Moreover, as a company focused on the development of complex products and the provision of online services, we are often in need of additional software developers and engineers. We have relied on our ability to grant equity compensation as one mechanism for recruiting, retaining and motivating such highly skilled personnel. Our ability to provide equity compensation depends, in part, upon receiving stockholder approval for new equity compensation plans. If we are not able to secure such approval from our stockholders, our ability to recruit, retain and motivate our personnel may be adversely impacted, which would negatively impact our operating results.

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If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the trading price of our common stock may be negatively affected.

We are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. Effective planning and management processes are necessary to meet these requirements, and we expect that we will need to continue to improve existing, and implement new, operational and financial systems, procedures, and controls to manage our business effectively in the future. We are also required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the trading price of our common stock could be negatively affected, and we could become subject to investigations by The Nasdaq Stock Market LLC, the Securities and Exchange Commission or other regulatory authorities, which could require additional financial and management resources.

If we fail to adequately protect our proprietary rights and intellectual property, we may lose valuable assets, experience reduced revenue and incur costly litigation to protect our rights.

Our success and ability to compete is dependent on the proprietary technology embedded in our products and services. We rely on a combination of patents, trademarks, copyrights, service marks, trade secrets, contractual provisions and other similar measures to establish and protect our proprietary rights. We cannot protect our intellectual property if we are unable to enforce our rights or if we do not detect its unauthorized use. Despite our precautions, it may be possible for unauthorized third parties to copy and/or reverse engineer our products and services and use information that we regard as proprietary to create products and services that compete with ours. The provisions in our license agreements prohibiting unauthorized use, copying, transfer and disclosure of our licensed programs and services may be unenforceable under the laws of certain jurisdictions. Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States. To the extent that we engage in international activities, our exposure to unauthorized copying and use of our products, services and proprietary information increases.

We enter into confidentiality and license agreements, as applicable, with our employees and consultants and with customers and third parties with whom we have strategic relationships. We cannot ensure that these agreements will be effective in controlling access to and distribution of our products, services and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products and services. Litigation may be necessary to enforce our intellectual property rights and protect our trade secrets. Litigation, whether successful or unsuccessful, could result in substantial costs and diversion of management resources, either of which could seriously harm our business.

Our results of operations may be adversely affected if we are subject to a protracted infringement claim or one that results in a significant damage award.

From time to time, we receive claims that our products, services offerings or business infringe or misappropriate the intellectual property rights of third parties, including the ongoing suit brought against us by Versata Software, Inc. and Versata Development Group, Inc. and our competitors or other third parties may challenge the validity or scope of our intellectual property rights. In addition, we have in the past and may continue in the future to assert claims of infringement against third parties on such bases, including the case we brought and ultimately settled in 2013 that involved Xactly Corporation and its President and Chief Executive Officer. For more information, see "Item 3. Legal Proceedings". We believe that claims of infringement are likely to increase as the functionality of our products and services expand and we introduce new products and services. Claims may also be made relating to technology that we acquire or license from third parties. Any infringement claim, whether offensive or defensive, could:

• require costly litigation to resolve;

• absorb significant management time;

• cause us to enter into unfavorable royalty or license agreements;

• require us to discontinue the sale of all or a portion of our products or services;

• require us to indemnify our customers and/or third-party service providers; and/or

• require us to expend additional development resources to redesign our products or services.

Inclusion of open source software in our products may expose us to liability or require release of our source code.

We currently use a limited amount of open source software in our products and may use more in the future. We could be subject to suits by parties claiming ownership of what we believe to be open source software that has been incorporated into our products. In addition, some open source software is provided under licenses that require that proprietary software, when combined in specific ways with open source software, become subject to the open source license and thus freely available. While we take steps to minimize the risk that our products, when incorporating open source software, would become subject to open source licenses, few courts have interpreted open source

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licenses. As a result, the enforcement of these licenses is unclear. If our products were to become subject to open source licenses, our ability to commercialize our products and services and consequently, our operating results would be materially and adversely affected.

Sales to customers in international markets pose risks and challenges for which we may not achieve the expected results.

We continue to invest substantial time and resources to grow our international operations. If we fail to do so successfully, our business and operating results could be seriously harmed. Such expansion may require substantial financial resources and a significant amount of attention from our management. International operations involve a variety of risks, particularly:

• greater difficulty in supporting and localizing our products and services;

• compliance with numerous regulatory requirements, taxes, trade laws and tariffs that may conflict and/or change unexpectedly, including labor, tax, privacy and data protection;

• use of international resellers and compliance with anti-bribery and anti-corruption laws including the U.S. Foreign Corrupt Practices Act;

• greater difficulty in establishing, staffing and managing foreign operations;

• greater difficulty in maintaining acceptable standards of quality in support, product development and professional services by our international third-party service providers;

• differing abilities to protect our intellectual property rights;

• possible political and economic instability; and

• fluctuating exchange rates.

Our services revenue produce substantially lower gross margins than our recurring and license revenue, and periodic variations in the proportional relationship between services revenue and higher margin recurring and license revenue have harmed, and may continue to harm, our overall gross margins.

Our services revenue, which include fees for consulting, implementation and training, represented 20% of our revenue in 2013. Our services revenue have substantially lower gross margins than our recurring and license revenue.

Historically, services revenue as a percentage of total revenue have varied significantly from period to period due to a number of circumstances including fluctuations in licensing and, to a lesser extent, recurring revenue, changes in the average selling prices for our products and services, and the effectiveness and appeal of competitive service providers. More recently, the extent of the fluctuations has diminished, primarily due to decreased need for consulting services in light of fewer perpetual license transactions. However, while the fluctuation in the percentage of services revenue as compared to total revenue has moderated on a quarterly basis, we continue to expect wider variability in services revenue itself from quarter-to-quarter, principally as the number of new recurring revenue customer transactions varies from quarter to quarter.

In addition, the volume and profitability of services can depend in large part upon:

• competitive pricing pressure for professional services;

• increases or decreases in the number of services projects being performed on a fixed bid or acceptance basis that may defer recognition of revenue;

• the priority and resources customers place on implementation projects;

• the timing of milestone acceptance contracts;

• the timing and amount of any remediation services related to professional services warranty claims;

• the complexity of the customers' information technology environments; and

• the extent to which outside consulting organizations provide services directly to customers.

Deployment of certain products and services may require substantial technical implementation and support by us or third-party service providers. We may lose sales opportunities and our business may be harmed if we do not successfully meet these requirements and/or develop and maintain strategic relationships to implement and sell our products and services, which may cause a decline or delay in revenue recognition and an increase in our expenses.

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Certain products and services we deploy may require a substantial degree of technical and logistical expertise. Moreover, some of our customers require large, enterprise-wide deployments. It may be difficult for us to manage these deployments, including the timely allocation of personnel and resources by us and our customers. Failure to successfully manage the process could harm our reputation both generally and with specific customers and may cause us to lose existing customers, face potential customer disputes or reduce the number of new customers that purchase our products, each of which could adversely affect our revenue and increase our technical support and litigation costs. If actual remediation services exceed our accrued estimates, we could be required to take additional charges, which could be material.

We have relationships with third-party partners, systems integrators and software vendors. These third parties may provide customer referrals, cooperate with us in the design, sales and/or marketing of our products and services, provide valuable insights into market demands, and provide our customers with systems implementation services or overall program management. However, in some cases we may not have formal agreements governing our ongoing relationship with certain of these third-party providers and the agreements we do have generally do not include specific obligations with respect to generating sales opportunities or cooperating on future business.

We also, from time to time, consider strategic relationships that are new or unusual for us and which can pose additional risks. For example, while reseller arrangements offer the advantage of leveraging larger sales organizations than our own to sell our products, they also require considerable time and effort on our part to train and support the reseller's personnel, and require the reseller to properly motivate and incentivize its sales force. Also, if we enter into an exclusive reseller arrangement, the exclusivity may prevent us from pursuing the applicable market ourselves; if the reseller is not successful in the particular location, our results of operations may be adversely affected.

Should any of these third-parties go out of business, perform unsatisfactory services or choose not to work with us, we may be forced to develop new capabilities internally, which may cause significant delays and expense, thereby adversely affecting our operating results. These third-party providers may offer products of other companies, including products and services that compete with ours. If we do not successfully or efficiently establish, maintain and expand our industry relationships with influential market participants, we could lose sales and service opportunities, which would adversely affect our results of operations.

If we change prices, alter our payment terms or modify our products or services in order to compete successfully, our margins and operating results may be adversely affected.

The intensely competitive market in which we do business may require us to change our prices and/or modify our pricing strategies in ways that may adversely affect our operating results. If our competitors offer deep discounts on competitive products or services, we may need to lower prices or offer other terms more favorable to existing and prospective customers in order to compete successfully. Alternatively, if we choose to raise prices based upon our own evaluation of the value of our products, such increases may not be well received by customers, which may impact our sales volumes. Some of our competitors may bundle their products with their other products and services for promotional purposes or as a long-term pricing strategy, or provide guarantees of prices and product implementations. These practices could, over time, limit the prices that we can charge for our products or services or cause us to modify our existing market strategies accordingly. If we cannot offset price reductions and other terms more favorable to our customers with a corresponding increase in sales or decrease in spending, then the reduced revenue resulting from lower prices would adversely affect our margins and operating results.

Our products have unpredictable sales cycles, making it difficult to plan our expenses and forecast our results.

It is difficult to determine how long the sales cycles for our solutions will be, thereby making it difficult to predict the quarter in which a particular sale will close and to plan expenditures accordingly. Moreover, to the extent that sales are completed in the final two weeks of a quarter, the impact of recurring revenue transactions is typically not reflected in our financial statements until subsequent quarters. In addition, the period between our initial contact with a potential customer and ultimate sale of our products and services is relatively long due to several factors, which may include:

• the complex nature of some of our products;

• the need to educate potential customers about the uses and benefits of our products and services;

• budget cycles of our potential customers that affect the timing of purchases;

• customer requirements for competitive evaluation and often lengthy internal approval processes (particularly of large organizations) before purchasing our products and services; and

• potential delays of purchases due to announcements or planned introductions of new products and services by us or our competitors.

The failure to complete sales of our on-demand solutions in a particular quarter will impact revenue in subsequent quarters as revenue from our on-demand services are recognized ratably over the term of the applicable agreement.

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Our latest product features and functionality may require existing on-premise customers to migrate to our on-demand solution. Moreover, we may choose or be compelled to discontinue maintenance support for older versions of our software products, forcing our on-premise customers to upgrade their software in order to continue receiving maintenance support. If existing on-premise customers fail to migrate or delay migration to our on-demand solution, our revenue may be harmed.

We continue to promote our on-demand product offerings to existing customers who currently have on-premise perpetual and term licenses. Customers with on-premise licenses may need to migrate to our on-demand solutions to take full advantage of the features and functionality in those products and services. We also expect to periodically terminate maintenance support on older versions of our on-premise products for various reasons including, without limitation, termination of support by third-party software vendors whose products complement ours or upon which we are dependent. Regardless of the reason, a migration is likely to involve additional cost, which our customers may delay or decline to incur. If a sufficient number of customers do not migrate to our on-demand product offerings, our continued maintenance support opportunities and our ability to sell additional products to these customers, and as a result, our revenue and operating income, may be harmed.

We have indebtedness in the form of convertible senior notes.

                 In 2011 we issued $80.5 million in aggregate principal amount convertible senior notes ("Convertible Notes") pursuant to an indenture between us and Wells Fargo Bank, N.A., as trustee. We repurchased $21.3 million aggregate principal amount of the Convertible Notes during 2011, and $45.0 million aggregate principal amount of the Convertible Notes was exchanged for 5.8 million shares of our common stock in 2013. We may be required to repurchase the remaining outstanding balance of $14.2 million at maturity in 2016, or earlier upon the occurrence of certain fundamental changes, as defined in the indenture. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.  This indebtedness could, among other things:

• make it difficult for us to pay other obligations;

• make it difficult for us to obtain favorable terms for any necessary future financing and place us at a possible competitive disadvantage relative to less leveraged competitors and competitors that have greater access to capital resources;

• require us to dedicate a portion of our cash flow from operations to service the indebtedness;

• limit our flexibility in planning for and reacting to changes in our business; 

• limit our ability to sell ourselves or engage in other strategic transactions.

The conversion of outstanding Convertible Notes will dilute the ownership interest of existing holders of common stock, and the holders of such Convertible Notes may covert at any time. Any public market sales of shares of common stock issued upon conversion of the Convertible Notes could adversely affect the trading price of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of those notes could be used to satisfy short positions, or anticipated conversion of such notes into shares of our common stock could depress the price of our common stock. Any sales in the public market of shares of common stock issued upon conversion of such notes could adversely affect trading price of our common stock and the value of the notes.

RISKS RELATED TO OUR STOCK

Our stock price is likely to remain volatile.

The trading price of our common stock has in the past, and may in the future, be subject to wide fluctuations in response to a number of factors, including those described in this section. We receive limited attention by securities analysts and we frequently experience an imbalance between supply and demand in the public trading market for our common stock due to limited trading volumes. Investors should consider an investment in our common stock as risky and should purchase our common stock only if they can withstand significant losses. Other factors that affect the volatility of our stock include:

• our operating performance and the performance of other similar companies;

• significant sales or distributions by existing investors coupled with a lack of trading volume for our stock;

• announcements by us or our competitors of significant contracts, results of operations, projections, new technologies, acquisitions, commercial relationships, joint ventures or capital commitments;

• changes in our management team;

• failure to meet published operating estimates or expectations of securities analysts and investors;

• publication of research reports, particularly those that are inaccurate or unfavorable, about us or our industry by securities analysts; and

• developments with respect to intellectual property rights.

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Additionally, some companies with volatile market prices for their securities have been the subject of securities class action lawsuits. Any such suit could have a material adverse effect on our business, results of operations, financial condition and the price of our common stock.

Future sales of substantial amounts of our common stock, including securities convertible into or exchangeable for shares of our common stock, by us or our existing stockholders could cause our stock price to fall.

We are not restricted from issuing additional shares of our common stock, including securities convertible into or exchangeable for, or that represent the right to receive, shares of our common stock, such as shares underlying our existing Convertible Notes. The Convertible Notes are convertible into shares of our common stock at a conversion rate, subject to adjustment upon certain events, of 129.6596 shares of common stock per $1,000 principal (equivalent to a conversion price of approximately $7.71 per share of our common stock).

The issuance of additional shares of our common stock upon conversion of the Convertible Notes or other issuances of shares of our common stock or convertible securities, including outstanding options, restricted stock units and warrants, will dilute the ownership interest of our shareholders and could adversely affect the market price of our common stock. We cannot predict the effect that future sales of shares of our common stock or other equity-related securities would have on the market price of our common stock.

In addition, sales by existing stockholders of a large number of shares of our common stock in the public trading market (or in private transactions), including sales by our executive officers, directors or institutional investors, or the perception that such additional sales could occur, could cause the market price of our common stock to drop.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Consequently, stockholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Provisions in our charter documents, Delaware law and the indenture may delay or prevent an acquisition of our company.

Our certificate of incorporation and bylaws contain provisions that could make it harder for a third-party to acquire us without the consent of our board of directors. For example, if a potential acquirer were to make a hostile bid for us, the acquirer would not be able to call a special meeting of stockholders to remove our board of directors or act by written consent without a meeting. In addition, our board of directors has staggered terms, which means that replacing a majority of our directors would require at least two annual meetings. A potential acquirer would also be required to provide advance notice of its proposal to replace directors at any annual meeting, and would not be able to accumulate votes at a meeting, which would require such potential acquirer to hold more shares to gain representation on the board of directors than if cumulative voting were permitted. Furthermore, Section 203 of the Delaware General Corporation Law limits business combination transactions with 15% stockholders that have not been approved by the board of directors. All of these factors make it more difficult for a third-party to acquire us without negotiation. These provisions may apply even if the offer may be considered beneficial by some stockholders. Our board of directors could choose not to negotiate with a potential acquirer that it does not believe is in our strategic interests. If a potential acquirer is discouraged from offering to acquire us or prevented from successfully completing a hostile acquisition by these or other measures, under certain circumstances, this could reduce the market price of our common stock.

In addition, certain provisions of the Convertible Notes described above could make it more difficult or more expensive for a third-party to acquire us. Upon the occurrence of a fundamental change as defined in the indenture, subject to certain conditions, holders of the Convertible Notes will have the right, at their option, to require us to purchase for cash all or any portion of the Convertible Notes with a principal amount equal to $1,000 or an integral multiple of $1,000 in excess thereof. We may also be required, under certain circumstances, to increase the conversion rate for the Convertible Notes if a holder elects to convert its Convertible Notes in connection with a make-whole fundamental change as defined in the indenture.

Item 1B.    Unresolved Staff Comments

None.

Item 2.    Properties

We lease our headquarters in Pleasanton, California which consists of approximately 44,000 square feet of office space. We also lease facilities in Alabama, Arizona, Georgia, Illinois, Minnesota, New York, Texas, Utah, Wisconsin, Australia, Hong Kong, India, Malaysia, Mexico, Serbia, Singapore and United Kingdom. We believe that our properties are in good operating condition and adequately serve our current business operations. We also anticipate that suitable additional or alternative space, including those under lease options, will be available at commercially reasonable terms for future expansion. Refer to Note 9 to our consolidated financial statements for information regarding our lease obligations.

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Item 3.    Legal Proceedings

Callidus Software, Inc. v. Xactly Corporation - Settled

On August 31, 2012, the Company filed suit against Xactly Corporation (“Xactly”) in the United States District Court for the Central District of California. The suit alleged that Xactly infringed U.S. Patents 8,046,387 and 7,774,378. On October 24, 2012, the Company amended its complaint to add Xactly's President and Chief Executive Officer as a defendant and to add claims for trademark infringement, false advertising, false and misleading advertising, trade libel, defamation, intentional interference with prospective economic advantage, intentional interference with contractual relations, breach of contract and unfair competition, in addition to patent infringement. On January 28, 2013, the Company further amended its complaint to allege that Xactly also infringed U.S. Patent 6,473,748 and dismissed its intentional interference with contractual relations claim. On March 14, 2013, the case was transferred to the United States District Court in the Northern District of California. On May 31, 2013, the Company and Xactly entered into a stipulated dismissal of the Company's trademark infringement claim whereby Xactly agreed that it would not use the Company's trademarks-in-suit in certain of Xactly's marketing and advertising activities going forward. On November 25, 2013, Callidus, Xactly and Xactly's President and Chief Executive Officer entered into a Settlement, Release, and License Agreement that, among other things, included an agreement by Xactly to pay the Company $2.0 million in four equal annual installments of $0.5 million beginning in 2013.

TQP Development, LLC v. Callidus Software, Inc. - Settled

On December 14, 2012, TQP Development, LLC (“TQP”) filed suit against Callidus in the United States District Court for the Eastern District of Texas Marshall Division (“Texas District Court”). The suit asserted that Callidus infringed U.S. Patent No. 5,412,730. The Company filed a petition with the PTAB on October 11, 2013 for covered business method patent review of U.S. Patent No. 5,412,730. On December 2, 2013, the Company entered into a Settlement Agreement with TQP for no monetary consideration. Pursuant to the Settlement Agreement, 1) TQP dismissed, with prejudice, its outstanding suit against the Company in the Texas District Court on December 4, 2013, and 2) the PTAB accepted the parties’ joint motion to terminate the covered business method patent review proceeding on December 11, 2013.

Versata Software, Inc. and Versata Development Group, Inc.v.Callidus Software, Inc.- Ongoing

On July 19, 2012, Versata Software, Inc. and Versata Development Group, Inc. (collectively, “Versata”) filed suit against Callidus in the United States District Court for the District of Delaware (“Delaware District Court”). The suit asserted that the Company infringes U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024. The Company believes that the claims are without merit and intends to vigorously defend against these claims. On May 30, 2013, the Company answered the complaint and filed a counterclaim against Versata in the Delaware District Court. The Company's counterclaim asserted that Versata infringes U.S. Patent Nos. 6,269,355, 6,850,924 and 6,473,748. On August 30, 2013, the Company filed petitions with the United States Patent and Trademark Office Patent Trial and Appeal Board (“PTAB”) for covered business method patent review of U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024, which Versata filed responses to on December 12, 2013. The Company also filed a motion with the Delaware District Court on August 30, 2013 to stay the litigation pending completion of the patent review proceedings with the PTAB. On January 8, 2014, the Company was granted leave by the Delaware District Court to add Versata Inc. as a counterclaim defendant. On March 4, 2014, the PTAB instituted covered business method patent review of each of Versata’s patents, namely, U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024, finding that it is more likely than not that the Company will prevail in establishing that the challenged claims are not patentable. At this stage in the case, the Company is not in a position to assess whether any loss or adverse effect on the Company's financial condition is probable, or to estimate the range of potential loss, if any.

We are, from time to time, a party to other various litigation and customer disputes incidental to the conduct of our business. At the present time, the Company believes that none of these matters are likely to have a material adverse effect on our future financial results.

Item 4.    Mine Safety Disclosures

None.

PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock trades on the NASDAQ Global Select Market ("NASDAQ") under the symbol "CALD". The following table sets forth, for the periods indicated, the high and low closing sales prices reported on NASDAQ.

	Fiscal year ended December 31, 2013								Fiscal year ended December 31, 2012
	Fourth Quarter		Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter		Second Quarter		First Quarter
High	$	13.73	$	9.27	$	6.59	$	4.95	$	4.88	$	4.96	$	8.02	$	8.20
Low	$	8.60	$	6.39	$	4.18	$	4.13	$	3.61	$	3.90	$	4.70	$	6.26

As of March 3, 2014, there were 45,912,783 shares of our common stock outstanding and held by 23 stockholders of record.

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We have never declared or paid cash dividends on our capital stock. We expect to retain future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

Performance Graph

The following performance graph shall not be deemed to be incorporated by reference by means of any general statement incorporating by reference this Form 10-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference, and shall not otherwise be deemed filed under such acts.

The graph compares the cumulative total return of our common stock from December 31, 2008 through December 31, 2013 with the NASDAQ Composite Index and the NASDAQ Computer & Data Processing Index.

The graph assumes that (i) $100 was invested in our common stock at the closing price of our common stock on December 31, 2008, (ii) $100 was invested in each of the NASDAQ Composite Index and the NASDAQ Computer Index at the closing price of the respective index on such date and (iii) all dividends received were reinvested. To date, no cash dividends have been declared or paid on our common stock.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Callidus Software Inc., The NASDAQ Composite Index

and The NASDAQ Computer Index

	12/31/2008		12/31/2009		12/31/2010		12/31/2011		12/31/2012		12/31/2013
Callidus Software Inc.	$	100	$	101	$	169	$	215	$	152	$	459
NASDAQ Composite	$	100	$	144	$	168	$	165	$	191	$	265
NASDAQ Computer	$	100	$	171	$	201	$	202	$	227	$	299

*    The Company has not changed comparable indices since 2009.

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Item 6.    Selected Financial Data

The following selected consolidated financial data should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations section and the Consolidated Financial Statements and Notes thereto included elsewhere in this annual report. The selected consolidated statements of operations data for each of the years in the three-year period ended December 31, 2013, and the consolidated balance sheet data as of December 31, 2013 and 2012, are derived from our audited consolidated financial statements that have been included in this annual report. The selected consolidated statement of operations data for the years ended December 31, 2010 and 2009 and the selected consolidated balance sheet data as of December 31, 2011, 2010 and 2009 are derived from our audited consolidated financial statements that have not been included in this annual report.

	Year Ended December 31,
	2013			2012			2011			2010			2009
	(In thousands, except per share amounts)
Consolidated Statements of Operations Data:
Revenue:
Recurring	$	81,734		$	70,919		$	63,002		$	53,025		$	46,322
Services and other	30,603			24,033			20,769			17,855			34,736
Total revenue	112,337			94,952			83,771			70,880			81,058
Cost of revenue:
Recurring	28,741			30,039			32,820			26,180			22,468
Services and other	19,048			20,301			16,487			15,733			26,949
Patent settlement	—			—			701			—			—
Total cost of revenue	47,789			50,340			50,008			41,913			49,417
Gross profit	64,548			44,612			33,763			28,967			31,641
Operating expenses:
Sales and marketing	34,916			32,442			20,203			16,229			20,369
Research and development	17,143			16,643			12,025			10,369			13,853
General and administrative	22,951			19,953			17,726			13,754			12,310
Income from settlement and patent licensing	(500		)	—			—			—			—
Acquisition-related contingent consideration	—			(1,612		)	—			—			—
Restructuring	1,699			1,115			649			1,655			2,993
Impairment of acquired intangible assets	—			—			—			160			—
Total operating expenses	76,209			68,541			50,603			42,167			49,525
Loss from operations	(11,661		)	(23,929		)	(16,840		)	(13,200		)	(17,884		)
Interest income and other income (expense), net	264			70			(333		)	46			307
Interest expense	(3,183		)	(3,451		)	(2,495		)	(60		)	1
Debt conversion expense	(4,776		)	—			—			—			—
Gain on extinguishment of convertible notes	—			—			915			—			—
Loss before provision for income taxes	(19,356		)	(27,310		)	(18,753		)	(13,214		)	(17,576		)
Provision for (benefit from) income taxes	2,055			388			(2,919		)	(478		)	377
Net loss	$	(21,411	)	$	(27,698	)	$	(15,834	)	$	(12,736	)	$	(17,953	)
Net loss per share:
Basic and diluted	$	(0.55	)	$	(0.78	)	$	(0.48	)	$	(0.40	)	$	(0.60	)
Weighted average shares:
Basic and diluted	38,858			35,393			32,809			31,536			30,050

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	As of December 31,
	2013		2012		2011		2010		2009
	(In thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	36,161	$	29,171	$	52,789	$	30,703	$	33,550
Total assets	134,193		124,743		133,607		79,805		66,259
Working capital	7,161		2,425		28,440		11,498		17,083
Total liabilities	92,140		121,315		119,065		51,723		35,028
Total stockholders' equity	42,053		3,428		14,542		28,082		31,231

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Callidus Software Inc. (which we refer to as "CallidusCloud", "Callidus", "we", "our" and "Company") is the leading provider of sales and marketing effectiveness and management software. CallidusCloud® enables organizations to accelerate, streamline and maximize their Lead to Money process with a comprehensive suite of solutions that identify the promising leads, ensure proper territory and quota distribution, train sales forces, automate quote and proposal generation, and streamline sales compensation.

"Lead to Money" is a process designed to enable companies to respond to the changing role of sales and marketing in the redefined buying cycle. In the last decade, the ubiquity of social networks, mobile devices and e-commerce has transformed the traditional sales cycle into a buyer-lead journey. The core of our mission is to accelerate and maximize effectiveness along this Lead to Money process.

We provide a suite of Software-as-a-Service ("SaaS") solutions which generate revenue from cloud subscriptions, sales operation services and term licenses. Our SaaS customers typically purchase annual subscriptions, but occasionally will purchase multi-year subscriptions.

SaaS Revenue Growth, Customer Expansion and Retention

SaaS revenue continued to drive the growth in recurring revenue and total revenue in 2013. SaaS revenue grew to $65.9 million in 2013 representing a $10.8 million or 20% increase from 2012. Total recurring revenue, which includes SaaS revenue and maintenance revenue, in 2013 grew by 15% from 2012, reflecting the growth in SaaS revenue. In 2013, recurring revenue accounted for 73% of our total revenue and we expect this percentage to increase going forward. Total revenue in 2013 was $112.3 million, up $17.4 million, or 18%, from 2012 primarily due to our expanded product and services offerings, including acquired products. SaaS revenue growth contributed to an increase in recurring revenue gross margins to 65% in 2013 from 58% in 2012 and an increase in overall gross margins to 57% in 2013 from 47% in 2012.

During 2013, we continued to add subscription based customers at historically high rates, adding more than 500 net new customers. We now have over 2,200 customers. Annual SaaS billings growth of 36% helped increase our total SaaS annual contract value ("ACV"), which grew by 20% from 2012. Our enterprise SaaS customer retention rates were in excess of 90% on a customer count basis. We believe our high retention rates highlight the quality of service we provide and the quality of our customer base and we strive to maintain these retention rates in a competitive environment. During 2013, we also recognized revenue associated with overages. Overages are a result of customers using our products in excess of contracted usage. These overages are primarily attributed to our SaaS products and were recorded in SaaS revenue. Revenue related to overages was immaterial for the year ended December 31, 2013.

Application of Critical Accounting Policies and Use of Estimates

The discussion and analysis of our financial condition and results of operations that follows is based upon our consolidated financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). The application of GAAP requires our management to make assumptions, judgments and estimates that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures regarding these items. We base our assumptions, judgments and estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results could differ significantly from these estimates under different assumptions or conditions. To the extent that there are material differences between these estimates and actual results, our future financial condition or results of operations will be affected. On a regular basis, we evaluate our assumptions, judgments and estimates. We also discuss our critical accounting policies and estimates with our Audit Committee of the board of directors.

We believe that the assumptions, judgments and estimates involved in the accounting for revenue recognition, allowance for doubtful accounts, stock-based compensation, valuation of acquired intangible assets, goodwill impairment, long-lived asset impairment, contingent consideration and income taxes have the greatest potential impact on our consolidated financial statements. These areas are key components of our results of operations and are based on complex rules which require us to make judgments and estimates. Historically, our assumptions, judgments and estimates in accordance with our critical accounting policies have not materially differed from actual results. For a more detailed discussion of these accounting policies and our use of estimates, refer to Note 1 of our notes to consolidated financial statements included in this report.

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Revenue Recognition

We recognize revenue when all four revenue recognition criteria are met: persuasive evidence of an arrangement exists, we have delivered the product or performed the service, the fee is fixed or determinable and collection is reasonably assured. Determining whether and when some of these criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we recognize. Changes in assumptions or judgments or changes to the elements in a software arrangement could cause a material increase or decrease in the amount of revenue that we report in a particular period. Please refer to the Notes to Consolidated Financial Statements for further discussion on revenue recognition policies.

Allowance for Doubtful Accounts

We estimate the uncollectibility of accounts receivable, and record an increase in the allowance for doubtful accounts when the prospect of collecting a specific account receivable becomes doubtful. Management specifically analyzes accounts receivable and historical bad debt experience, customer creditworthiness, current economic trends, international situations (such as currency devaluation) and changes in our customer payment history when evaluating the adequacy of the allowance for doubtful accounts. Should any of these factors change, the estimates made by management will also change, which could affect the level of our future provision for doubtful accounts.

Stock-based Compensation

Stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. Stock-based compensation expense for restricted stock units ("RSUs") is estimated based on the closing price of our common stock on the date of grant and the estimated forfeiture rate, which is based on historical forfeitures. We measure the value of stock options and employee stock purchase plan shares using the Black-Scholes-Merton option pricing model. The determination of the fair value of our stock awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of subjective variables. These variables include: the expected term of the options, taking into account projected exercises; our expected stock price volatility over the expected term of the awards; the risk-free interest rate and expected dividends. The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. Changes in these variables could affect stock-based compensation expense in the future.

Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations accounted for using the purchase method of accounting. Goodwill is not amortized, but instead goodwill is required to be tested for impairment annually and under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The Company conducts a two-step test for impairment of goodwill. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. If the fair value of a reporting unit is less than the reporting unit's carrying value, the Company will perform the second step of the test for impairment of goodwill. During the second step of the test for impairment of goodwill, the Company will compare the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. The Company has one reporting unit and evaluates goodwill for impairment at the entity level. Based upon the results of the step one testing, the Company concluded that no impairment existed as December 31, 2013, and did not perform the second step of the goodwill impairment test.

Intangible assets with finite lives are amortized over their estimated useful lives of one to twelve years. Generally, amortization is based on the higher of a straight-line method or the pattern in which the economic benefits of the intangible asset will be consumed. There was no impairment expense related to intangible assets during 2013, 2012 and 2011.

The Company also evaluates the recoverability of its long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairment charges recorded during 2013, 2012 and 2011.

Business Combinations

The Company recognizes assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date with subsequent changes recognized in earnings; recognizes acquisition related expenses and restructuring costs as incurred; and recognizes changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period as a component of provision for taxes. During the measurement period, which may be up to one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the measurement period, we record adjustments to the assets acquired or liabilities assumed in our operating results in the period in which the adjustments were determined.

Contingent Consideration

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We estimate the fair value of the contingent consideration issued in business combinations using a probability-based income approach. The fair value of our liability-classified contingent consideration is remeasured at each reporting period, with any changes in the fair value recorded as income or expense. Contingent acquisition consideration payable is included in accrued liabilities and on the Company's consolidated balance sheets.

Accounting for Income Taxes

Income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset.

Our assumptions, judgments and estimates relative to the current provision for income taxes take into account current tax laws, our interpretation of those laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. We have established reserves for income taxes to address potential exposures for tax positions that could be challenged by tax authorities. Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and the resolution of potential tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements.

Our assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and category of future taxable income, such as income from operations or capital gains. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates, thus materially impacting our financial position and results of operations.

Recent Accounting Pronouncements

Refer to Note 1 to our notes to consolidated financial statements for information regarding the effect of newly adopted accounting pronouncements on our financial statements.

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Results of Operations

Comparison of the Years Ended December 31, 2013 and 2012

Revenue, Cost of Revenue and Gross Profit

The table below sets forth the changes in revenue, cost of revenue and gross profit in 2013 from 2012 (in thousands, except percentage data):

	Year Ended December 31, 2013		Percentage of Revenue		Year Ended December 31, 2012		Percentage of Revenue		Increase (Decrease)			Percentage Change
Revenue:
Recurring	$	81,734	73	%	$	70,919	75	%	$	10,815		15	%
Services and other	30,603		27	%	24,033		25	%	6,570			27	%
Total revenue	$	112,337	100	%	$	94,952	100	%	$	17,385		18	%
Cost of revenue:
Recurring	$	28,741	35	%	$	30,039	42	%	$	(1,298	)	(4	)%
Services and other	19,048		62	%	20,301		84	%	(1,253		)	(6	)%
Total cost of revenue	$	47,789	43	%	$	50,340	53	%	$	(2,551	)	(5	)%
Gross profit:
Recurring	$	52,993	65	%	$	40,880	58	%	$	12,113		30	%
Services and other	11,555		38	%	3,732		16	%	7,823			210	%
Total gross profit	$	64,548	57	%	$	44,612	47	%	$	19,936		45	%

Revenue

Total Revenue.    Total revenue for 2013 was $112.3 million, an increase of 18% compared to 2012. The increase was primarily due to higher volume of recurring revenue generated by our SaaS business due to our continued emphasis and focus on recurring revenue.

Recurring Revenue.    Recurring revenue, consisting of SaaS revenue and maintenance revenue, increased by $10.8 million, or 15% in 2013 compared to 2012. The increase was primarily due to the growth in our SaaS revenue which increased by 20% in 2013 compared to 2012. SaaS revenue growth was mainly driven by an increase in new business generated from our existing solutions and new business from our acquisitions. We believe our investment in expanding the sales force in recent years has positively impacted the revenue growth. Maintenance revenue remained consistent in 2013 compared to 2012 at $15.8 million, primarily due to our conversion of customers from on-premise license to on-demand subscription service.

Services and Other Revenue.    Services and other revenue, consisting of integration and configuration services, training and perpetual licenses, increased by $6.6 million, or 27% in 2013 compared to 2012. This increase was primarily due to a $4.1 million or 99% increase in our on-premise license revenue, to $8.2 million in 2013 from $4.1 million in 2012. The increase in our perpetual license revenue primarily reflects new customers and up-selling to existing customers. In addition, there was $2.5 million or a 13% increase in our revenue generated from integration and configuration services, to $22.4 million in 2013 from $19.9 million in 2012. The increases in our revenue generated from integration and configuration services were primarily related to additional services revenue from our increased amount of revenue contracts.

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Cost of Revenue and Gross Profit

Cost of Recurring Revenue.    Cost of recurring revenue decreased by $1.3 million or 4% in 2013 compared to 2012. The decrease was primarily driven by a decrease of $2.8 million in professional fees due to our insourcing of India operations that occurred in the fourth quarter of 2012, and a $0.8 million reduction in stock-based compensation expense as a result of less outstanding awards. These decreases were partially offset by $2.6 million of increased expense from expanding our data center, including equipment, maintenance and depreciation.

Cost of Services and Other Revenue.    Cost of services and other revenue decreased by $1.3 million or 6% in 2013 compared to 2012. The decrease was primarily due to $1.4 million decrease in professional fees related to a fixed fee project that ended in the fourth quarter of 2012 and reduction in expenses related to third-party operations center.

Gross Profit.    Overall gross margin percentage was 57% for 2013 compared to 47% in 2012. Our gross margins improved substantially as a result of the increase in 2013 SaaS revenue compared to 2012.

Our recurring revenue gross margin percentage increased to 65% in 2013 from 58% in 2012, while the gross profit dollar value increased by 30% or $12.1 million. The increase in recurring revenue gross margin was primarily the result of increased SaaS revenue and lower third-party data center and personnel costs as we moved away from outsourcing our data center management for our core products and used our own internal resources, which included the transfer of personnel to our in-house facility in India in the fourth quarter of 2012.

Services and other revenue gross margin percentage was 38% for 2013, an increase from 16% in 2012, while the gross profit dollar value increased by 210% or $7.8 million. The increase in gross margin was primarily due to increased revenue from perpetual license fees from on-premise customer purchases and decreased professional fees due to the end of a fixed fee project in integration and configuration services in 2012, and overall higher utilization of professional services personnel.

Operating Expenses

The table below sets forth the changes in operating expenses in 2013 from 2012 (in thousands, except percentage data):

	Year Ended December 31, 2013			Percentage of Revenue		Year Ended December 31, 2012			Percentage of Revenue		Increase (Decrease)			Percentage Change
Operating expenses:
Sales and marketing	$	34,916		31	%	$	32,442		34	%	$	2,474		8	%
Research and development	17,143			15	%	16,643			18	%	500			3	%
General and administrative	22,951			20	%	19,953			21	%	2,998			15	%
Income from settlement and patent licensing	(500		)	—	%	—			—	%	(500		)	100	%
Acquisition-related contingent consideration	—			—	%	(1,612		)	(2	)%	1,612			(100	)%
Restructuring expenses	1,699			2	%	1,115			1	%	584			52	%
Total operating expenses	$	76,209		68	%	$	68,541		72	%	$	7,668		11	%

Sales and Marketing.    Sales and marketing expenses increased by $2.5 million, or 8%, in 2013 compared to 2012. The increase was primarily due to an additional $3.2 million in personnel-related costs related to the sales force expansion and commission expense, and $0.4 million increase in partner commission in our indirect channel. The increase was partially offset by a $1.4 million decrease in stock based compensation due to fewer outstanding awards compared to 2012.

Research and Development.    Research and development expenses increased by $0.5 million, or 3%, in 2013 compared to 2012, primarily due to a $1.5 million net increase in personnel-related costs for bonus payments and insourcing of our India operations. This insourcing resulted in a $1.2 million decrease in professional fees.

General and Administrative.    General and administrative expenses increased by $3.0 million, or 15%, in 2013 as compared to 2012. The increase was primarily due to a $1.2 million increase in professional fees including increased audit, legal and contractor fees, a $1.1 million increase in personnel-related cost as a result of increased headcount and severance charges related to the departure of our former Chief Financial Officer, and a $0.8 million increase in sales tax and bad debt expense.

Income from Settlement and Patent Licensing. On November 25, 2013, Callidus, Xactly and Xactly's President and Chief Executive Officer entered into a settlement agreement that, among other things, includes an agreement by Xactly to pay the Company $2.0 million in license fee, which will be paid in four annual installments of $0.5 million beginning November 2013. Upon receipt of installment payments, the Company will record the amount under operating expenses as an offset to legal fees. As of December 31, 2013, the Company has recorded $0.5 million of offset to legal fees under operating expenses regarding this settlement.

Acquisition-related Contingent Consideration.    Acquisition-related contingent consideration decreased $1.6 million in 2013 compared to 2012 as there was no acquisition activity or change in contingent consideration during 2013.

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Restructuring Expenses.    Restructuring expenses increased by $0.6 million in 2013 as compared to 2012 as we continued to centralize certain company functions to our headquarters in Pleasanton, and outsourced certain IT functions during 2013.

Stock-Based Compensation

The following table summarizes our stock-based compensation expenses in 2013 and 2012 (in thousands, except percentage data).

	Year Ended December 31				Increase (Decrease)			Percentage Change
	2013		2012
Stock-based compensation:
Cost of recurring revenue	$	783	$	1,550	$	(767	)	(49	)%
Cost of services revenue	1,060		2,070		(1,010		)	(49	)%
Sales and marketing	2,420		3,778		(1,358		)	(36	)%
Research and development	1,797		1,782		15			1	%
General and administrative	4,335		4,475		(140		)	(3	)%
Total stock-based compensation	$	10,395	$	13,655	$	(3,260	)	(24	)%

Total stock-based compensation expense decreased $3.3 million, or 24%, in 2013 compared to 2012, due to fewer outstanding awards and the timing of grants in 2013.

Other Items

The table below sets forth the changes in other items in 2013 and 2012 (in thousands, except percentage data):

	Year Ended December 31						Increase (Decrease)			Percentage Change
	2013			2012
Other income (expense), net
Interest income and other income (expense), net	$	264		$	70		$	194		277	%
Debt conversion expense	(4,776		)	—			(4,776		)	—
Interest expense	(3,183		)	(3,451		)	268			(8	)%
	$	(7,695	)	$	(3,381	)	$	(4,314	)	128	%
Provision (benefit) for income taxes	$	2,055		$	388		1,667			430	%

Interest Income and Other Income (Expense), net

The increase in interest income and other income (expense) was driven by interest income from investments and a release of accrual related to the purchase accounting of an acquisition.

Debt Conversion Expense

During the fourth quarter of 2013, the Company converted approximately $45.0 million principal amount of 4.75% Convertible Senior Notes that mature in July 2016 with an early call option in June 2014. With Board approval, management negotiated inducements with three noteholders to provide certainty of conversion and to strengthen the balance sheet. As an inducement for early conversion, the Company incurred $4.8 million of debt conversion expense, consisting of $4.4 million in cash and $0.4 million in stock premium.

Interest Expense

Interest expense decreased by $0.3 million in 2013 compared to 2012 due to the debt conversion described above.

Provision for (Benefit from) Income Taxes

Provision for income tax in 2013 was $2.1 million compared to $0.4 million in 2012. The increase is primarily due to an increase in foreign withholding taxes, and income taxes in foreign jurisdiction.

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Comparison of the Years Ended December 31, 2012 and 2011

Revenue, Cost of Revenue and Gross Profit

The table below sets forth the changes in revenue, cost of revenue and gross profit in 2012 from 2011 (in thousands, except percentage data):

	Year Ended December 31, 2012		Percentage of Revenue		Year Ended December 31, 2011			Percentage of Revenue		Increase (Decrease)			Percentage Change
Revenue:
Recurring	$	70,919	75	%	$	63,002		75	%	$	7,917		13	%
Services and other	24,033		25	%	20,769			25	%	3,264			16	%
Total revenue	$	94,952	100	%	$	83,771		100	%	$	11,181		13	%
Cost of revenue:
Recurring	$	30,039	42	%	$	32,820		52	%	$	(2,781	)	(8	)%
Services and other	20,301		84	%	16,487			79	%	3,814			23	%
Patent settlement	—		—		701			—		(701		)	(100	)%
Total cost of revenue	$	50,340	53	%	$	50,008		60	%	$	332		1	%
Gross profit:
Recurring	$	40,880	58	%	$	30,182		48	%	$	10,698		35	%
Services and other	3,732		16	%	4,282			21	%	(550		)	(13	)%
Patent settlement	—		—		(701		)	—		701			(100	)%
Total gross profit	$	44,612	47	%	$	33,763		40	%	$	10,849		32	%

Revenue

Total Revenue.    Total revenue for 2012 were $95.0 million, an increase of 13% compared to 2011. The increase was primarily due to higher volume of recurring revenue generated by our SaaS business due to our continued emphasis and focus on recurring revenue.

Recurring Revenue.    Recurring revenue, which consist of on-demand subscription revenue and maintenance revenue, increased by $7.9 million, or 13% in 2012 compared to 2011. The increase was primarily due to the growth in our SaaS revenue which increased by 23% in 2012 compared to 2011. SaaS revenue growth is mainly driven by an increase in new business generated from our existing Commissions solution and, new business from our acquired solutions. We believe our investment in expanding the sales force this year has positively impacted the revenue growth. The increase in total recurring revenue were partially offset by maintenance revenue associated with on-premise licenses which decreased by $2.2 million, or 12% compared to 2011, primarily due to our conversion of customers from on-premise license to on-demand subscription service.

Services and Other Revenue.    Services and other revenue, which consist of integration and configuration services, training and perpetual licenses, increased by $3.3 million, or 16% in 2012 compared to 2011. This increase was primarily due to $2.4 million or a 14% increase in our revenue generated from integration and configuration services, from $17.5 million in 2011 to $19.9 million in 2012. Additionally, our perpetual license revenue also increased by $0.8 million or 24%, from $3.3 million in 2011 to $4.1 million in 2012. The increases in our revenue generated from integration and configuration services were primarily related to additional services revenue from our recently acquired businesses, Webcom and Rapid Intake. The increase in our perpetual license revenue was primarily due to certain existing perpetual license customers purchasing additional licenses to maintain compliance under the existing license. We expect our perpetual license revenue to continue to fluctuate from period to period as our primary business focus has shifted to our recurring revenue model.

Cost of Revenue and Gross Profit

Cost of Recurring Revenue.    Cost of recurring revenue decreased by $2.8 million or 8% in 2012 compared to 2011. The decrease was primarily driven by a decrease in data center costs of $1.2 million related to the insourcing the management of the data center operations previously managed by a third-party provider, a decrease of $1.2 million in professional fees primarily due to a reduction in third-party contractors used to deliver sales operation services, and to a lesser extent, the insourcing of our India operations in the fourth quarter, and a decrease of $1.8 million in stock-based compensation expense as a result of less performance grant related expense and employee transfers out of cost of revenue functions to other company functions. These decreases were partially offset by $1.4 million in additional amortization of intangible assets from our acquisitions, and an increase of $0.5 million in hosting fees and software costs related to our acquisitions.

Cost of Services and Other Revenue.    Cost of services and other revenue increased by $3.8 million or 23% in 2012 compared to 2011. The increase was primarily due to $2.7 million in personnel costs and contractors attributable to additional headcount in the U.S., an additional $0.6 million in stock-based compensation expense as a result of increased headcount, and $0.2 million in software and conference costs related to our acquisitions.

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Cost of Patent Settlement.    On March 5, 2012, we entered into a settlement and patent license agreement with Versata. In exchange for $2.0 million in cash, Versata granted Callidus a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license, and released, acquitted and forever discharged Callidus from the claims asserted by Versata against Callidus. During the year ended December 31, 2011, we expensed $0.7 million, which represents the amortized expense from the issuance of the patents through December 31, 2011. The remaining value of the license acquired in the settlement was classified in intangibles and is being amortized over an 11 year life.

Gross Profit.    Overall gross margin percentage was 47% for 2012 compared to 40% in 2011. Our gross margins improved substantially as a result of higher recurring revenue which were driven by a 23% increase in SaaS revenue for 2012 compared to 2011.

Our recurring revenue gross margin percentage increased to 58% in 2012 from 48% in 2011, while the gross profit dollar value increased by 35% or $10.7 million. The increase in recurring revenue gross margin was primarily the result of improved SaaS margins driven by lower third-party data center and personnel costs as we moved away from outsourcing our data center management activities and used our own internal resources. The transfer of personnel to our in-house facility in India in the fourth quarter also contributed to our margin improvement.

Services and other revenue gross margin percentage was 16% for 2012, a decrease from 21% in 2011, while the gross profit dollar value decreased by 13% or $0.6 million. The decrease in gross margin was primarily due to the expanded scope of strategic fixed fee projects in integration and configuration services in 2012, and lower overall utilization of professional services personnel.

Operating Expenses

The table below sets forth the changes in operating expenses in 2012 from 2011 (in thousands, except percentage data):

	Year Ended December 31, 2012			Percentage of Revenue		Year Ended December 31, 2011		Percentage of Revenue		Increase (Decrease)			Percentage Change
Operating expenses:
Sales and marketing	$	32,442		34	%	$	20,203	24	%	$	12,239		61	%
Research and development	16,643			18	%	12,025		14	%	4,618			38	%
General and administrative	19,953			21	%	17,726		21	%	2,227			13	%
Acquisition-related contingent consideration	(1,612		)	(2	)%	—		—		(1,612		)	(100	)%
Restructuring expenses	1,115			1	%	649		1	%	466			72	%
Total operating expenses	$	68,541		72	%	$	50,603	60	%	$	17,938		35	%

Sales and Marketing.    Sales and marketing expenses increased by $12.2 million, or 61%, in 2012 as compared to 2011. The increase was primarily due to an additional $6.1 million in personnel-related costs driven by an increase in sales headcount by over 50% from acquisitions and sales force expansion, $1.7 million in increased commissions as a result of the growth in our SaaS revenue, $1.8 million in additional stock-based compensation expense also driven by the increased headcount, $1.1 million increase in conferences and other marketing events, due primarily to the resumption of our annual C3 conference, $0.8 million in branding, a full year of expense in 2012 compared to 2011 from our acquired companies, and $0.5 million in online search advertising and lead generation costs. During the fourth quarter of 2012 we initiated cost cutting actions and synergistic reductions related to our acquisitions, as well as eliminated under performing sales personnel. We expect these measures to continue to drive efficiencies in sales performance in future periods.

Research and Development.    Research and development expenses increased by $4.6 million, or 38%, in 2012 as compared to 2011, primarily reflecting an increase in development costs attributed to our acquisitions. Personnel-related costs increased by $3.8 million, primarily due to a full year of expense in 2012 compared to 2011 related to acquisition headcount additions, increased contractors, and other research and development costs, $0.3 million in fees to transfer our India operations, $0.2 million in stock-based compensation expense, and $0.3 million for product development, particularly in the Hiring Cloud.

General and Administrative.    General and administrative expenses increased by $2.2 million, or 13%, in 2012 as compared to 2011. The increase was primarily due to $0.8 million in additional professional fees primarily related to the implementation of NetSuite and additional contractors, $0.6 million in additional stock-based compensation expense, an increase of $0.5 million in bad debt provisions largely attributed to our acquisitions, and an increase of $0.3 million in personnel-related costs resulting from acquisitions.

Acquisition-related Contingent Consideration.    Acquisition-related contingent consideration decreased $1.6 million in 2012 compared to 2011. This reduction was primarily due to a $0.9 million reversal of purchase consideration related to an indemnity holdback plus the release of the iCentera accrued earn-out contingent consideration of $0.9 million. This decrease was partially offset by $0.2 million in earn-out consideration paid in connection with Webcom and Rapid Intake acquisitions. Refer to Note 3 of the notes to our consolidated financial statements for more details.

Restructuring expenses.    Restructuring expenses increased by $0.5 million in 2012 as compared to 2011 as we centralized certain company functions to our headquarters in Pleasanton, outsourced certain IT functions during first half of 2012, and implemented cost saving initiatives late in 2012.

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Stock-Based Compensation

The following table summarizes our stock-based compensation expenses for 2012 and 2011 (in thousands, except percentage data).

	Year Ended December 31				Increase (Decrease)			Percentage Change
	2012		2011
Stock-based compensation:
Cost of recurring revenue	$	1,550	$	3,339	$	(1,789	)	(54	)%
Cost of services revenue	2,070		1,495		575			38	%
Sales and marketing	3,778		1,987		1,791			90	%
Research and development	1,782		1,548		234			15	%
General and administrative	4,475		3,914		561			14	%
Total stock-based compensation	$	13,655	$	12,283	$	1,372		11	%

Total stock-based compensation expense increased $1.4 million, or 11%, from 2011 to 2012. This increase was due to additional awards of restricted stock units in 2012 for new hires, retention and merit.

Other Items

The table below sets forth the changes in other items from 2011 to 2012 (in thousands, except percentage data):

	Year Ended December 31						Increase (Decrease)			Percentage Change
	2012			2011
Other income (expense), net
Interest income and other income (expense), net	$	70		$	(333	)	$	403		121	%
Interest expense	(3,451		)	(2,495		)	(956		)	(38	)%
Gain on extinguishment of convertible notes	—			915			(915		)	(100	)%
	$	(3,381	)	$	(1,913	)	$	(1,468	)	(77	)%
Provision (benefit) for income taxes	$	388		(2,919		)	3,307			113	%

Interest Income and Other Income (Expense), net

The change in interest income and other income (expense) was driven by an impairment expense of $0.4 million recognized in 2011 in connection with our investment in Courtland Capital, Inc., whereas no such impairment occurred in 2012. Refer to Note 5 of the notes to our consolidated financial statements for more details.

Interest Expense

Interest expense increased by $1.0 million in 2012 as compared to 2011. The increase was primarily attributed to a full year of interest expense related to Convertible Notes outstanding in 2012 compared to a partial year in 2011. Refer to Note 8 of the notes to our consolidated financial statements for more details on our convertible debt.

Gain on Extinguishment of Convertible Notes

In 2011 we recognized a gain of $1.8 million on the repurchase of $21.3 million in aggregate principal amount of our indebtedness for $19.5 million including fees of $0.1 million. The gain was partially offset by a write-off of $0.9 million in unamortized debt issuance costs, resulting in a net gain of $0.9 million.

Provision for (Benefit from) Income Taxes

Provision for income tax in 2012 was $0.4 million compared to an income tax benefit of $2.9 million in 2011. The tax provision in 2012 was primarily attributed to taxes in foreign jurisdictions. The tax benefit in 2011 was primarily due to the recognition of acquired deferred tax liabilities which resulted in a partial release of the valuation allowance, partially offset by income taxes relating to withholding taxes from our foreign operations.

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Liquidity and Capital Resources

As of December 31, 2013, our principal sources of liquidity were cash, cash equivalents and short-term investments totaling $36.2 million and net accounts receivable of $29.2 million.

During 2013 accounts receivable and deferred revenue increased significantly, due to growth in recurring revenue. These increases were partially offset by increased collections, as we successfully improved our collections and days sales outstanding compared to prior periods. We expect these trends to continue into 2014 by maintaining our focus on collection efficiencies and we expect to continue to achieve positive operating cash flows during 2014.

We believe our existing cash, cash equivalents and short-term investments and cash provided by operating activities will be sufficient to meet our working capital and capital expenditure needs over the next 12 months.

The following table summarizes, for the periods indicated, selected items in our consolidated statements of cash flows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Net cash (used in) provided by operating activities	$	13,749		$	(1,705	)	$	146
Net cash provided by (used in) investing activities	2,474			1,704			(40,375		)
Net cash (used in) provided by financing activities	(4,264		)	(1,004		)	44,750

In 2013, cash and cash equivalents increased by approximately $11.9 million primarily due to $13.7 million of cash provided by our operating activities and $2.5 million of cash provided by our investing activities, partially offset by $4.3 million of cash used in our financing activities.

Fiscal 2013

Net cash provided by operating activities was $13.7 million, $15.5 million higher compared to net cash used in operating activities of $1.7 million in 2012. The net loss of $21.4 million for the year ended December 31, 2013 was offset by adjustments to net loss of $26.0 million primarily driven by $9.3 million of depreciation and amortization expense, $10.4 million of stock based compensation expense, and $4.8 million of debt conversion expense. Changes in working capital also provided $9.1 million during the year ended December 31, 2013 primarily due to $17.5 million increase in deferred revenue and $2.0 million in accrued payroll expense, partially offset by $7.6 million increase in accounts receivable, $1.3 million increase in other assets, and $1.7 million decrease in accounts payable. Cash provided by operating activities was impacted by an increase in invoicing and collection effort that resulted in a decrease in gross days sales outstanding to 78 days in 2013 from 93 days in 2012.

Net cash provided by investing activities was $2.5 million, $0.8 million higher compared to net cash provided by investing activities of $1.7 million in 2012. The net cash provided by investing activities was primarily due to net proceeds from maturities and sale of investments of $4.8 million, partially offset by purchases of property and equipment of $1.7 million for our data center and new facilities.

Net cash used in financing activities was $4.3 million, $3.3 million higher compared to net cash used in financing activities of $1.0 million in 2012. The net cash used in financing activities was primarily due to $4.4 million payment on debt conversion, $2.9 million in payment of consideration related to acquisitions, $2.3 million in payment of principal under capital leases and $1.3 million in repurchase of common stock from senior management for payment of taxes on vesting of restricted stock units, partially offset by $6.6 million of net proceeds from issuance of common stock pursuant to exercise and release of stock award.

Fiscal 2012

Net cash used in operating activities was $1.7 million, $1.8 million lower compared to net cash provided by operating activities of $0.1 million in 2011. The change was primarily driven by a higher net loss in 2012 of $27.7 million compared to $15.8 million in 2011. The higher net loss in 2012 was partially offset by non-cash items of $13.7 million in stock-based compensation, $5.1 million in amortization of intangible assets, and $3.1 million in depreciation. Changes in working capital accounts provided approximately $4.7 million in cash in 2012, driven by increases of $4.6 million in deferred revenue, primarily reflecting the advance payment under expanded recurring revenue arrangements.

Net cash provided by investing activities was $1.7 million, $42.1 million higher compared to net cash used in investing activities of $40.4 million in 2011. The net cash provided by investing activities was primarily due to net proceeds from maturities and sale of investments of $22.3 million, offset by purchases of property and equipment of $6.7 million primarily due to our data center and Pleasanton headquarters expansion, purchases of intangible assets of $6.2 million, and acquisitions, net of cash acquired of $7.7 million.

Net cash used in financing activities was $1.0 million, $45.8 million lower compared to net cash provided by financing activities of $44.8 million in 2011. The net cash used in financing activities was primarily due to $2.7 million in payment of consideration related to acquisitions, and $1.2 million in payment of principal under capital leases, partially offset by net proceeds from issuance of common stock pursuant to equity incentive awards of $2.9 million.

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Contractual Obligations and Commitments

We have the following contractual cash obligations at December 31, 2013. Contractual cash obligations that are cancellable upon notice and without significant penalties are not included in the table.

	Payments due by Period (in thousands)
Contractual Obligations	2014		2015		2016		2017		2018		2019 and beyond		Total
Convertible notes (1)
Principal payment	$	—	$	—	$	14,197	$	—	$	—	$	—	$	14,197
Interest payments	674		674		281		—		—		—		1,629
Term note (2)
Principal payment	568		620		620		620		620		52		3,100
Interest payments	33		28		20		13		5		—		99
Operating lease commitments	2,126		1,958		1,702		944		285		—		7,015
Capital lease obligations	1,005		1,125		224		—		—		—		2,354
Unconditional purchase commitments	1,325		848		223		—		—		—		2,396

_______________________________________________________________________________

(1) Our Convertible Notes also contain an optional redemption feature which allows us to redeem all or part of the Convertible Notes for cash under certain conditions any time on or after June 6, 2014. Refer to our Note 8 - Convertible Notes for more information.

(2) In January 2014, the Company obtained a term note with a principal amount of $3.1 million.

For our Pleasanton, California offices, we have a certificate of deposit totaling approximately $0.4 million as of December 31, 2013, pledged as collateral to secure letters of credit required by our landlords for security deposits.

Our future capital requirements depend on many factors, including the amount of revenue we generate, the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the timing of new products introductions and enhancements to existing products, our ability to offer on-demand service on a consistently profitable basis, the continuing market acceptance of our other products and future acquisitions or other capital expenditures we may make. However, based on our current business plan and revenue projections, we believe our existing cash and investment balances will be sufficient to meet our anticipated cash requirements as well as the contractual obligations listed above for the next twelve months.

Off-Balance Sheet Arrangements

With the exception of certain item discussed in the above contractual cash obligations, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity or capital resources that are material to investors.

Related Party Transactions

For information regarding related party transactions, refer to our Note 17 of our Notes to consolidated financial statements and Part III, Item 12, Certain Relationships and Related Transactions, and Director Independence included in this Annual Report on Form 10-K and incorporated herein by reference.

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Item 7A.    Quantitative and Qualitative Disclosures about Market Risk

Market Risk.    Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates, as well as fluctuations in interest rates and foreign exchange rates.

We do not hold or issue financial instruments for trading purposes, and we invest in investment grade securities. We limit our exposure to interest rate and credit risk by establishing and monitoring clear policies and guidelines for our investment portfolios, which is approved by our Board of Directors. The guidelines establish, among others, credit quality standards and limits on exposure to: i) any one security issue or issuer and ii) the type of instrument.

Financial instruments that potentially subject us to market risk are trade receivables denominated in foreign currencies. We also mitigate market risk by monitoring ratings, credit spreads and potential downgrades on at least a quarterly basis. Based on our on-going assessment of counterparty risk, we will adjust our exposure to various counterparties as necessary.

Interest Rate Risk.    We invest our cash in a variety of financial instruments, consisting primarily of investments in money market accounts, certificates of deposit, high quality corporate debt obligations, and U.S. government obligations.

Investments in both fixed-rate and floating-rate interest earning instruments carry a degree of interest rate risk. The fair market value of fixed-rate securities may be adversely affected by a rise in interest rates, while floating rate securities, which typically have a shorter duration, may produce less income than expected if interest rates fall. Due in part to these factors, our investment income may decrease in the future due to changes in interest rates. At December 31, 2013, the average maturity of our investments was approximately 7 months, and all investment securities had remaining maturities of less than 24 months. The following table presents certain information about our financial instruments at December 31, 2013 that are sensitive to changes in interest rates (in thousands, except for interest rates):

	Expected Maturity
	1 Year or Less			More Than 1 Year			Total Principal Amount		Total Fair Value
Available-for-sale securities	$	5,066		$	2,800		$	7,865	$	7,866
Weighted average interest rate	0.37		%	0.20		%

Foreign Currency Exchange Risk.    Our revenue and our expenses, except those related to our non-United States operations, are generally denominated in United States dollars. For our operations outside the United States, we generally transact business in various other currencies. For 2013 and 2012, approximately 21% and 19% of our total revenue were denominated in foreign currency, respectively. At December 31, 2013 and 2012, approximately 11% and 14%, respectively, of our total accounts receivable was denominated in foreign currency. Our exchange risks and foreign exchange losses have been minimal to date. For the years ended December 31, 2013 and 2012, we recognized losses on foreign exchange transactions of $0.1 million and $0.2 million, respectively. We expect to continue to transact a majority of our business in U.S. dollars.

As of December 31, 2013, we had no outstanding foreign currency forward exchange contracts, nor any losses related to forward exchange contracts for 2013. We do not anticipate any material adverse effect on our consolidated financial condition, results of operations or cash flows resulting from the use of these instruments in the immediate future. However, we cannot provide any assurance that our foreign exchange rate contract investment strategies will be effective or that transaction losses can be minimized or forecasted accurately. In particular, generally, we hedge only a portion of our foreign currency exchange exposure. We cannot make assurances that our hedging activities will eliminate foreign exchange rate exposure. Failure to do so could have an adverse effect on our business, financial condition, and results of operations or cash flows.

31

Item 8.    Financial Statements and Supplementary Data

Financial Statements

The response to this item is submitted as a separate section of this Annual Report on Form 10-K beginning on page 39.

Supplementary Data (unaudited)

The following tables set forth unaudited supplementary quarterly financial data for the two year period ended December 31, 2013. In management's opinion, the unaudited data has been prepared on the same basis as the audited information and includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the data for the periods presented.

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Year ended December 31, 2013
Total revenue	$	25,542		$	25,930		$	30,678		$	30,187		$	112,337
Gross profit	$	12,867		$	14,260		$	18,900		$	18,521		$	64,548
Net loss	$	(6,603	)	$	(6,415	)	$	(1,413	)	$	(6,980	)	$	(21,411	)
Basic and diluted net loss per share	$	(0.18	)	$	(0.17	)	$	(0.04	)	$	(0.17	)	$	(0.55	)
Weighted average common shares (basic and diluted)	37,139			37,813			38,648			41,778			38,858

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Year ended December 31, 2012
Total revenue	$	22,013		$	23,781		$	23,925		$	25,233		$	94,952
Gross profit	$	10,084		$	11,077		$	11,858		$	11,593		$	44,612
Net loss	$	(6,983	)	$	(5,307	)	$	(6,358	)	$	(9,050	)	$	(27,698	)
Basic and diluted net loss per share	$	(0.20	)	$	(0.15	)	$	(0.18	)	$	(0.25	)	$	(0.78	)
Weighted average common shares (basic and diluted)	34,112			35,235			35,853			36,359			35,393

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

(a)   Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, have concluded that our disclosure controls and procedures are effective based on their evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

(b)   Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control—Integrated Framework (1992). Our management has concluded that, as of December 31, 2013, our internal control over financial reporting is effective based on these criteria. In addition, our independent registered public accounting firm has issued an attestation report on the Company's internal control over financial reporting as of the reporting date.

32

(c)   Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information

None.

PART III

The information required by Part III of Form 10-K is incorporated by reference to our Proxy Statement for the 2014 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2013.

PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)   Consolidated financial statements, consolidated financial statements schedule and exhibits

1.    Consolidated financial statements.    The consolidated financial statements as listed in the accompanying "Index to Consolidated Financial Information" are filed as part of this Annual Report on Form 10-K.

2.     All schedules not listed in the accompanying index have been omitted as they are either not required or not applicable, or the required information is included in the consolidated financial statements or the notes thereto.

3.    Exhibits.    The exhibits listed in the accompanying "Index to Exhibits" are filed or incorporated by reference as part of this Annual Report on Form 10-K.

33

INDEX TO EXHIBITS

Exhibit Number	Description
2.1	Agreement and Plan of Merger dated as of October 3, 2011, among Webcom Inc., Callidus Software Inc., Spider Acquisition Inc., and Alexander Ivanovic, as Shareholder Representative (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed with the Commission on October 4, 2011)
2.2	Agreement and Plan of Merger dated as of January 3, 2012 among LeadFormix Inc., Callidus Software Inc., SC Acquisition Inc., and Srihari P. Sampath-Kumar, as Shareholder Representative (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed with the Commission on January 4, 2012)
3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-109059) filed with the Commission on September 23, 2003, and declared effective on November 19, 2003).
3.2	Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's Form 10-Q filed with the Commission on November 5, 2010)
4.1	Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4, filed with the Commission on November 7, 2003, to the Registrant's Registration Statement on Form S-1 (File No. 333-109059) filed with the Commission on September 23, 2003, and declared effective on November 19, 2003)
4.2	Indenture dated as of May 23, 2011 between Callidus Software Inc. and Wells Fargo, N.A, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed with the Commission on May 23, 2011)
4.3	Form of 4.25% Convertible Senior Note due 2016 (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed with the Commission on May 23, 2011)
10.1	Office Lease Agreement between 6200 Stoneridge Mall Road Investors LLC and Callidus Software Inc. dated March 30, 2010 (incorporated by reference to Exhibit 10.25 to the Registrant's Form 10-Q filed with the Commission on May 7, 2010)
10.2	Second Amendment to Office Lease Agreement between 6200 Stoneridge Mall Road Investors LLC and Callidus Software Inc. dated December 27, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K filed with the Commission on March 13, 2012)
10.3+	1997 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Registration Statement on Form S-1 (File No. 333-109059) filed with the Commission on September 23, 2003, and declared effective on November 19, 2003)
10.4+	Amended and Restated 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.3.1 to the Company's Form 10-Q filed with the Commission on August 9, 2010)
#10.5+	Forms of Stock Option Agreement and Restricted Stock Unit Agreement under the 2003 Stock Incentive Plan
10.6+	2013 Stock Incentive Plan and Forms of Restricted Stock Unit Agreement and Stock Option Agreement (incorporated by reference to Exhibit 99.1 to the Registrant's Form S-8 filed with the Commission on June 18, 2013)
#10.7+	Amended and Restated Employee Stock Purchase Plan, and enrollment forms
10.8+	Executive Incentive Bonus Plan, effective January 27, 2014 (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K filed with the Commission on January 31, 2014)
10.9+	Form of Executive Change of Control Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K filed with the Commission on March 12, 2009)
10.10+	Form of Director Change of Control Agreement - Full Single-Trigger (incorporated by reference to Exhibit 10.8.1 to the Company's Form 10-Q filed with the Commission on August 9, 2010)
10.11	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-109059) filed with the Commission on September 23, 2003, and declared effective on November 19, 2003)
10.12+	Employment Agreement with Ronald J. Fior dated August 30, 2002 (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-109059) filed with the Commission on September 23, 2003, and declared effective on November 19, 2003)
10.12A+	Description of Amendment of Offer Letter with Ronald J. Fior (incorporated by reference to written description in Registrant's Form 8-K filed with the Commission on November 6, 2009)
#10.13+	Form of Performance-Based Stock Option Agreement for stock options granted to Mr. Ronald J. Fior on September 1, 2004
10.14+	Separation Agreement and General Waiver and Release between Ronald Fior and Callidus Software Inc. dated July 31, 2013 (incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-Q filed with the Commission on November 7, 2013)
#10.15+	Restricted Stock Agreement with Michael L. Graves
#10.16+	Amendment dated November 20, 2007 to Offer Letter Between Callidus Software Inc. and Leslie J. Stretch
10.16A+	Description of Amendment of Offer Letter with Leslie J. Stretch (incorporated by reference to written description in Registrant's Form 8-K filed with the Commission on November 6, 2009)

34

Exhibit Number	Description
10.17+	Offer Letter with V. Holly Albert dated August 8, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on August 7, 2009)
10.17A+	Description of Amendment of Offer Letter with V. Holly Albert (incorporated by reference to written description in Registrant's Form 8-K filed with the Commission on November 6, 2009)
10.18+	Separation Agreement and General Waiver and Release between Virginia Albert and Callidus Software Inc. dated April 30, 2013 (incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-Q filed with the Commission on November 7, 2013)
10.19+	Offer Letter with Michael Graves dated February 6, 2007 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed with the Commission on August 7, 2009)
10.19A+	Description of Amendment of Offer Letter with Michael L. Graves (incorporated by reference to written description in Registrant's Form 8-K filed with the Commission on November 6, 2009)
10.20+	Offer Letter with Jimmy Duan dated September 24, 2008 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the Commission on August 7, 2009)
10.21+	2013 Sales Compensation Plan for Jimmy Duan (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed with the Commission on November 7, 2013)
10.22+	Employment Agreement with Bob L. Corey dated April 30, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q filed with the Commission on November 7, 2013)
10.23+	Performance goals that will be used by the Compensation Committee when determining cash bonus plans and performance-based RSUs for executive officers and other senior employees for 2013, dated November 19, 2012 (incorporated by reference to the Registrant's Form 8-K filed November 19, 2012)
#21.1	Subsidiaries of the Registrant
#23.1	Consent of Independent Registered Public Accounting Firm
#31.1	Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002
#31.2	Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002
#32.1	Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
#101	Interactive Data Files Pursuant to Rule 405 of Regulation S-T (XBRL)

_________________________________________________________________________________________________________________

#    Filed herewith

+    Management contract or compensatory plan or arrangement

35

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on March 7, 2014.

CALLIDUS SOFTWARE INC.
By:	/s/ BOB L. COREY
	Bob L. Corey, Senior Vice President, Chief Financial Officer

________________________________________________________________________________________________________________

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.

Signature	Title	Date
/s/ LESLIE J. STRETCH		March 7, 2014
Leslie J. Stretch	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ BOB L. COREY		March 7, 2014
Bob L. Corey	Senior Vice President, Chief Financial Officer (Principal Accounting Officer)
/s/ CHARLES M. BOESENBERG		March 7, 2014
Charles M. Boesenberg	Chairman
/s/ WILLIAM B. BINCH		March 7, 2014
William B. Binch	Lead Independent Director
/s/ MARK A. CULHANE		March 7, 2014
Mark A. Culhane	Director
/s/ KEVIN M. KLAUSMEYER		March 7, 2014
Kevin M. Klausmeyer	Director
/s/ DAVID B. PRATT		March 7, 2014
David B. Pratt	Director
/s/ MICHELE VION		March 7, 2014
Michele Vion	Director

36

CALLIDUS SOFTWARE INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	38
Consolidated Balance Sheets as of December 31, 2013 and 2012	39
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2013, 2012 and 2011	40
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2012 and 2011	41
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011	42
Notes to Consolidated Financial Statements	43

37

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Callidus Software Inc.:

We have audited the accompanying consolidated balance sheets of Callidus Software Inc. (the Company) and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive loss, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2013. We also have audited the Company's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management's report on internal control over financial reporting appearing under Item 9A(b). Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Callidus Software Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Callidus Software Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by COSO.

/s/ KPMG LLP

Santa Clara, California

March 10, 2014

38

CALLIDUS SOFTWARE INC.

CONSOLIDATED BALANCE SHEETS

(In thousands except per share data)

	December 31,
	2013			2012
ASSETS
Current assets:
Cash and cash equivalents	$	28,295		$	16,400
Short-term investments	7,866			12,771
Accounts receivable, net of allowances of $650 and $481 at December 31, 2013 and December 31, 2012, respectively	29,216			22,567
Deferred income taxes	—			40
Prepaid and other current assets	6,232			6,718
Total current assets	71,609			58,496
Property and equipment, net	11,351			10,580
Goodwill	31,207			31,207
Intangible assets, net	16,995			21,196
Deferred income taxes, noncurrent	405			392
Deposits and other assets	2,626			2,872
Total assets	$	134,193		$	124,743
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,987		$	4,705
Accrued payroll and related expenses	7,377			5,854
Accrued expenses	5,395			8,164
Deferred income taxes	1,159			944
Deferred revenue	46,222			35,483
Capital lease obligations	1,308			921
Total current liabilities	64,448			56,071
Deferred revenue, noncurrent	10,432			3,702
Deferred income taxes, noncurrent	155			160
Other liabilities	1,921			2,159
Capital lease obligations, noncurrent	987			8
Convertible notes	14,197			59,215
Total liabilities	92,140			121,315
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $0.001 par value; 100,000 shares authorized; 47,817 and 38,538 shares issued and 45,478 and 36,199 shares outstanding at December 31, 2013 and 2012, respectively	45			34
Additional paid-in capital	315,430			255,331
Treasury stock; 2,339 shares at December 31, 2013 and 2012	(14,430		)	(14,430		)
Accumulated other comprehensive income	165			239
Accumulated deficit	(259,157		)	(237,746		)
Total stockholders' equity	42,053			3,428
Total liabilities and stockholders' equity	$	134,193		$	124,743

The accompanying notes are an integral part of these consolidated financial statements.

39

CALLIDUS SOFTWARE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands except per share data)

	Year Ended December 31,
	2013			2012			2011
Revenue:
Recurring	$	81,734		$	70,919		$	63,002
Services and other	30,603			24,033			20,769
Total revenue	112,337			94,952			83,771
Cost of revenue:
Recurring	28,741			30,039			32,820
Services and other	19,048			20,301			16,487
Patent settlement	—			—			701
Total cost of revenue	47,789			50,340			50,008
Gross profit	64,548			44,612			33,763
Operating expenses:
Sales and marketing	34,916			32,442			20,203
Research and development	17,143			16,643			12,025
General and administrative	22,951			19,953			17,726
Income from settlement and patent licensing	(500		)	—			—
Acquisition-related contingent consideration	—			(1,612		)	—
Restructuring	1,699			1,115			649
Total operating expenses	76,209			68,541			50,603
Operating loss	(11,661		)	(23,929		)	(16,840		)
Interest income and other income (expense), net	264			70			(333		)
Debt conversion expense	(4,776		)	—			—
Interest expense	(3,183		)	(3,451		)	(2,495		)
Gain on extinguishment of convertible notes	—			—			915
Loss before provision (benefit) for income taxes	(19,356		)	(27,310		)	(18,753		)
Provision (benefit) for income taxes	2,055			388			(2,919		)
Net loss	$	(21,411	)	$	(27,698	)	$	(15,834	)
Net loss per share—basic and diluted
Net loss per share	$	(0.55	)	$	(0.78	)	$	(0.48	)
Shares used in basic and diluted per share computation	38,858			35,393			32,809
Comprehensive loss
Net Loss	$	(21,411	)	$	(27,698	)	$	(15,834	)
Unrealized gains on available-for-sale securities	(11		)	26			278
Foreign currency translation adjustments	(63		)	24			9
Comprehensive loss	$	(21,485	)	$	(27,648	)	$	(15,547	)

The accompanying notes are an integral part of these consolidated financial statements.

40

CALLIDUS SOFTWARE INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

	Common Stock						Treasury Stock				Accumulated Other Comprehensive Income (Loss)
				Additional Paid-in Capital										Accumulated Deficit			Total Stockholders' Equity
	Shares	Amount					Shares	Amount
Balance as of December 31, 2010	32,624	$	31	$	222,363		—	$	—		$	(98	)	$	(194,214	)	$	28,082
Exercise of stock options under stock incentive plans	1,169	1		4,497			—	—			—			—			4,498
Issuance of common stock under stock purchase plans	325	—		1,057			—	—			—			—			1,057
Issuance of common stock under restricted stock plans, net of shares withheld for employee taxes	1,080	1		(1,402		)	—	—			—			—			(1,401		)
Repurchases of common stock	—	—		—			2,339	(14,430		)	—			—			(14,430		)
Stock-based compensation	—	—		12,241			—	—			—			—			12,241
Acquisition-related consideration	—	—		42			—	—			—			—			42
Unrealized gain on investments	—	—		—			—	—			278			—			278
Cumulative translation adjustment	—	—		—			—	—			9			—			9
Net loss	—	—		—			—	—						(15,834		)	(15,834		)
Balance as of December 31, 2011	35,198	33		238,798			2,339	(14,430		)	189			(210,048		)	14,542
Exercise of stock options under stock incentive plans	715	1		3,682			—	—			—			—			3,683
Issuance of common stock under stock purchase plans	407	—		1,542			—	—			—			—			1,542
Issuance of common stock under restricted stock plans, net of shares withheld for employee taxes	2,218	—		(2,346		)	—	—			—			—			(2,346		)
Stock-based compensation	—	—		13,655			—	—			—			—			13,655
Unrealized gain on investments	—	—		—			—	—			26			—			26
Cumulative translation adjustment	—	—		—			—	—			24			—			24
Net loss	—	—		—			—	—			—			(27,698		)	(27,698		)
Balance as of December 31, 2012	38,538	34		255,331			2,339	(14,430		)	239			(237,746		)	3,428
Exercise of stock options under stock incentive plans	1,429	1		5,054			—	—			—			—			5,055
Issuance of common stock under stock purchase plans	435	1		1,573			—	—			—			—			1,574
Issuance of common stock under restricted stock plans, net of shares withheld for employee taxes	1,544	3		(1,300		)	—	—			—			—			(1,297		)
Stock-based compensation	—	—		10,395			—	—			—			—			10,395
Conversion of debt to equity	5,871	6		44,377			—	—			—			—			44,383
Unrealized loss on investments	—	—		—			—	—			(11		)	—			(11		)
Cumulative translation adjustment	—	—		—			—	—			(63		)	—			(63		)
Net loss	—	—		—			—	—			—			(21,411		)	(21,411		)
Balance as of December 31, 2013	47,817	$	45	$	315,430		2,339	$	(14,430	)	$	165		$	(259,157	)	$	42,053

The accompanying notes are an integral part of these consolidated financial statements.

41

CALLIDUS SOFTWARE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2013			2012			2011
Cash flows from operating activities:
Net loss	$	(21,411	)	$	(27,698	)	$	(15,834	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation expense	4,458			3,114			3,098
Amortization of intangible assets	4,825			5,094			3,485
Provision for doubtful accounts and service remediation reserves	999			595			48
Stock-based compensation	10,395			13,655			12,241
Stock-based compensation related to acquisition	—			—			42
Patent settlement expense	—			—			701
Release of valuation allowance	—			(350		)	(3,217		)
Loss (gain) on disposal of property and equipment	3			(2		)	(6		)
Impairment of investments	—			—			375
Amortization of convertible notes issuance cost	485			402			355
Gain on extinguishment of convertible notes	—			—			(915		)
Net amortization on investments	79			358			510
Debt conversion expense	4,776			—			—
Acquisition-related contingent consideration	—			(1,612		)	—
Changes in operating assets and liabilities:
Accounts receivable	(7,648		)	(1,112		)	(36		)
Prepaid and other current assets	486			(820		)	1,775
Other assets	(1,276		)	662			(2,667		)
Accounts payable	(1,702		)	914			1,300
Accrued expenses and other liabilities	106			(1,106		)	(2,763		)
Accrued payroll and related expenses	1,971			987			1,422
Accrued restructuring	(503		)	443			146
Deferred revenue	17,469			4,576			62
Deferred income taxes	237			195			24
Net cash (used in) provided by operating activities	13,749			(1,705		)	146
Cash flows from investing activities:
Purchases of investments	(7,434		)	(16,536		)	(52,886		)
Proceeds from maturities and sale of investments	12,250			38,841			35,511
Purchases of property and equipment	(1,704		)	(6,692		)	(2,002		)
Proceeds from disposal of property and equipment	—			2			6
Purchases of intangible assets	(638		)	(6,196		)	(1,522		)
Acquisitions, net of cash acquired	—			(7,715		)	(19,482		)
Net cash provided by (used in) investing activities	2,474			1,704			(40,375		)
Cash flows from financing activities:
Proceeds from issuance of common stock	6,629			5,225			5,556
Repurchases of common stock	—			—			(14,430		)
Repurchase of common stock from employees for payment of taxes on vesting of restricted stock units	(1,297		)	(2,346		)	(1,402		)
Payment of consideration related to acquisitions	(2,903		)	(2,660		)	(1,210		)
Proceeds from issuance of convertible notes, net of issuance costs	—			—			76,854
Repurchase of convertible notes	—			—			(19,448		)
Payment on debt conversion	(4,374		)	—			—
Repayment of debt assumed through acquisition	—			(30		)	—
Payment of principal under capital leases	(2,319		)	(1,193		)	(1,170		)
Net cash (used in) provided by financing activities	(4,264		)	(1,004		)	44,750
Effect of exchange rates on cash and cash equivalents	(64		)	22			32
Net (decrease) increase in cash and cash equivalents	11,895			(983		)	4,553
Cash and cash equivalents at beginning of period	16,400			17,383			12,830
Cash and cash equivalents at end of period	$	28,295		$	16,400		$	17,383
Supplemental disclosures of cash flow information:
Cash paid for interest on convertible debt	$	2,604		$	2,813		$	1,713
Cash paid for interest on capital leases	100			101			175
Cash paid for income taxes	$	162		$	—		$	—
Noncash investing and financing activities:
Conversion of convertible debt to equity	$	45,018		$	—		$	—
Reclassification of unamortized debt issuance cost to additional paid-in capital as a result of debt conversion	$	1,037		$	—		$	—
Common stock issued as a premium of debt conversion	$	402		$	—		$	—
Fixed assets acquired under capital lease	$	3,851		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

42

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—The Company and Significant Accounting Policies

Description of Business

Callidus Software Inc. (referred to herein as "CallidusCloud", "Callidus", "we" and "our") is a provider of sales and marketing effectiveness software. CallidusCloud provides organizations with a complete suite of solutions that identify the right leads, ensure proper territory and quota distribution, train sales forces, automate quote and proposal generation, and streamline sales compensation.

Principles of Consolidation

The consolidated financial statements include the accounts of Callidus Software, Inc. and its wholly-owned subsidiaries (collectively, the Company), which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Malaysia, Mexico, New Zealand, Serbia, Singapore and the United Kingdom. All intercompany transactions and balances have been eliminated in the consolidation.

Use of Estimates

Preparation of the consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (SEC) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Estimates are used for, but not limited to, the allocation of the value of purchase consideration for business acquisitions, uncertain tax liabilities, allowances for doubtful accounts, the useful lives of fixed assets and intangible assets, goodwill and intangible asset impairments, stock-based compensation forfeiture rates, accrued liabilities and other contingencies. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates such estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such evaluation. Illiquid credit markets, volatile equity and foreign currency markets and declines in IT spending by companies have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates. Changes in those estimates, if any, resulting from continuing changes in the economic environment, will be reflected in the consolidated financial statements in future periods.

Foreign Currency Translation

The functional currencies of the Company's foreign subsidiaries are their respective local currencies. Accordingly, the foreign currencies are translated into U.S. dollars using exchange rates in effect at period end for assets and liabilities and average rates during each reporting period for the results of operations. Adjustments resulting from the translation of the financial statements of the foreign subsidiaries are reported as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in interest and other income (expense), net in the accompanying consolidated statements of comprehensive loss.

Cash and Cash Equivalents and Investments

The Company considers all highly liquid instruments with an original maturity on the date of purchase of three months or less to be cash equivalents. Cash equivalents as of December 31, 2013 and 2012 consisted of money market funds. The Company determines the appropriate classification of investment securities at the time of purchase and re-evaluates such designation as of each balance sheet date. As of December 31, 2013 and 2012, all investment securities were designated as "available-for-sale". The Company considers available-for-sale securities that have a maturity date longer than three months to be short-term investments, including those investments with a maturity date of longer than one year that are highly liquid and for which the Company does not have a positive intent to hold to maturity. These securities are carried at estimated fair value based on quoted market prices or other readily available market information, with the unrealized gains and losses included in other comprehensive income (loss). Recognized gains and losses are included in the consolidated statement of comprehensive loss. When the Company has determined that an other-than-temporary decline in fair value has occurred, the amount of the decline is recognized in earnings. Gains and losses are determined using the specific identification method.

43

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Significant Accounting Policies (Continued)

Fair Value of Financial Instruments and Concentrations of Credit Risk

The fair value of certain of the Company's financial instruments that are not measured at fair value, including , accounts receivable and accounts payable, approximates the carrying amount due to their short maturity. The fair value of the Company's Convertible Notes is disclosed in Note 8 and was determined using the quoted market price. See Note 6 for discussion regarding the valuation of the Company's investments. Financial instruments that potentially subject the Company to concentrations of credit risk are short-term investments and trade receivables. The Company mitigates concentration of risk by monitoring the risk profiles of all bank counterparties on at least a quarterly basis. Based on the Company's on-going assessment of counterparty risk, the Company will adjust its exposure to various counterparties.

The Company's customer base consists of businesses throughout the Americas, Europe, Middle East, Africa and Asia-Pacific. The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. As of December 31, 2013 and 2012, the Company had no customers comprising greater than 10% of net accounts receivable or total revenue. Refer to Note 16 for information regarding revenue by geographic areas.

Allowance for doubtful accounts

The Company reduces gross trade accounts receivable with its allowance for doubtful accounts. The allowance for doubtful accounts is the Company's estimate of the amount of probable credit losses in existing accounts receivable. Management analyzes accounts receivable and historical bad debt experience, customer creditworthiness, current economic trends and changes in customer payment history when evaluating the adequacy of the allowance for doubtful accounts. Provisions to the allowance for doubtful accounts are recorded in general and administrative expenses.

Below is a summary of the changes in the Company's allowance for doubtful accounts for 2013, 2012 and 2011 (in thousands):

	Balance at Beginning of Period		(Benefit) Provision Net of Recoveries			Write-offs			Balance at End of Period
Allowance for doubtful accounts
Year ended December 31, 2013	$	481	$	830		$	(661	)	$	650
Year ended December 31, 2012	225		434			(178		)	481
Year ended December 31, 2011	366		(8		)	(133		)	225

Prepaid and other current assets and deposits and other assets

Included in deposits and other assets in the consolidated balance sheets at December 31, 2013 and 2012 is restricted cash totaling $0.5 million and $0.6 million, respectively, related to security deposits on leased facilities for the Company's New York, New York and Pleasanton, California offices, and a customer letter of credit. The restricted cash represents investments in certificates of deposit required by landlords to meet security deposit requirements for the leased facilities. Restricted cash is included in prepaid and other current assets and deposits and other assets based on the contractual term for the release of the restriction.

Also included in the prepaid and other current assets and deposits and other assets is certain costs related to configuring and implementing hosted third-party software applications that the Company uses to operate its business. These configuration costs are recorded as an asset as the Company has determined that they have probable future economic benefit and are being amortized over their useful life of three years. As of December 31, 2013 and 2012, the Company capitalized configuration costs of $0.5 million; and had remaining unamortized costs of $0.1 million and $0.2 million as of December 31, 2013 and 2012, respectively. These costs do not include such items as, the cost of training, business process reengineering, and data migration, which are expensed as incurred.

Property and Equipment, net

Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are amortized over the lesser of the assets' estimated useful lives or the related lease terms. Expenditures for maintenance and repairs are expensed as incurred. Cost and accumulated depreciation of assets sold or retired are removed from the respective property accounts and any resulting gain or loss is reflected in the consolidated statements of comprehensive loss.

Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations accounted for using the purchase method of accounting. Goodwill is not amortized, but instead goodwill is required to be tested for impairment annually and under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year,

44

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Significant Accounting Policies (Continued)

or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The Company conducts a two-step test for impairment of goodwill. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. If the fair value of a reporting unit is less than the reporting unit's carrying value, the Company will perform the second step of the test for impairment of goodwill. During the second step of the test for impairment of goodwill, the Company will compare the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. The Company has one reporting unit and evaluates goodwill for impairment at the entity level. Based upon the results of the step one testing, the Company concluded that no impairment existed as December 31, 2013, and did not perform the second step of the goodwill impairment test.

Intangible assets with finite lives are amortized over their estimated useful lives of one to twelve years. Generally, amortization is based on the higher of a straight-line method or the pattern in which the economic benefits of the intangible asset will be consumed. There was no impairment expense related to intangible assets during, the years ended December 31, 2013, 2012 and 2011.

The Company also evaluates the recoverability of its long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairment charges recorded during the years ended December 31, 2013, 2012 and 2011.

Business Combinations

The Company recognizes assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

In addition, uncertainties in income tax and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company continues to gather information and evaluates these items and records any adjustments to the Company’s preliminary estimates to goodwill when the Company is within the measurement period. Subsequent to the measurement period, changes to these income tax uncertainties and tax related valuation allowances will affect the Company’s provision for income taxes in the Company’s consolidated statements of operations.

Revenue Recognition

            The Company generates revenue by providing its software applications as a service through on-demand subscription, perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

Recurring Revenue.    Recurring revenue, which includes SaaS revenue and maintenance revenue, are recognized as revenue ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customer purchasing subscriptions and receiving support for our on-premise solution. During 2013, we also recognized revenue associated with overages. Overages are a result of customers using our products in excess of contracted usage. These overages are primarily attributed to our SaaS products and were recorded in SaaS revenue. Revenue related to overages was immaterial for the year ended December 31, 2013.

           Service and Other Revenue.    Service and other revenue primarily consist of training, integration, and configuration services. Generally, the Company's professional services arrangements are on a time-and-materials basis. Time and material services are recognized as revenue as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional service arrangements, the Company recognizes revenue under the proportional performance method of accounting and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and other revenue also includes license revenue from perpetual licenses which are recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met.

            In certain arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria are satisfied. Reimbursements, including those related to travel and out-of-pocket expenses are included in services and other revenue, and an equivalent amount of reimbursable expenses is included in cost of services and other revenue.

45

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Significant Accounting Policies (Continued)

In general, recurring revenue agreements are entered into for twelve to thirty-six months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration.

SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company’s historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments.

The Company commences revenue recognition when all of the following conditions are met:        

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fees are fixed or determinable; and    

• Collection of the fees is reasonably assured.

If we determine that any one of the four criteria is not met, we will defer recognition of revenue until all the criteria are met.

Multiple-deliverable arrangements with on-demand subscription.    For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in  Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)-Multiple-Deliverable Revenue Arrangements: The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements.

The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a standalone basis for on-demand services; average billing rate for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using the cost plus a reasonable mark-up to establish ESP for fixed fee service.

Multiple-deliverable arrangements with on-premise license.    For arrangements with multiple-deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, Software Revenue Recognition. Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company has established VSOE as a consistent number of standalone sales of this deliverable have been priced within a reasonably narrow range.

Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue.

Deferred Revenue

Deferred revenue consists of invoicing and payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The Company generally invoices its customers annually, quarterly, or in monthly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding twelve month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue.

Cost of Revenue

Cost of recurring revenue consists primarily of salaries, benefits, allocated overhead costs related to on-demand operations and technical support personnel, as well as allocated amortization of purchased technology. Cost of services revenue consists primarily of salaries, benefits, travel and allocated overhead costs related to consulting, training and other professional services personnel, including cost of services provided by third-party consultants engaged by the Company. Cost of license revenue consists primarily of amortization of purchased technology.

The deferred costs on the Company's consolidated balance sheets totaled $4.8 million and $3.8 million at December 31, 2013 and December 31, 2012, respectively. As of December 31, 2013 and 2012 $3.4 million and $3.0 million of the deferred costs are included in prepaid and other current assets with the remaining amounts included in deposits and other assets in the consolidated balance sheets. The

46

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Significant Accounting Policies (Continued)

deferred costs mainly represent commission payments to the Company's direct sales force for on-demand subscription and maintenance agreement, which the Company amortizes as sales and marketing expense over the non-cancellable term of the contract as the related revenue is recognized. The commission payments are a direct and incremental cost of the revenue arrangements.

Restructuring Expenses

Restructuring expenses are comprised primarily of employee termination costs related to headcount reductions, costs related to properties abandoned in connection with facilities consolidation including estimated losses related to excess facilities based upon our contractual obligations net of estimated sublease income and related write-downs of leasehold improvements. We reassess the liability for excess facilities periodically based on market conditions.

Research and Development

The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of expenses for research and development staff, the cost of certain third-party service providers and allocated overhead.

Stock-Based Compensation

The Company measures and recognizes compensation expense for stock-based awards made to employees and directors including employee stock options and employee stock purchases under the Company's Employee Stock Purchase Plan ("ESPP") based on estimated fair values on the date of grant using the Black-Scholes option pricing model. Stock-based compensation expense for restricted stock units ("RSU"), relating to both performance and service-based awards, is estimated based on the market value of the Company's stock on the date of grant. The fair value of the performance award assumes that performance goals will be achieved. If such goals are not met, no compensation cost is recognized and any recognized compensation cost is reversed. The value of serviced-based awards is recognized as expense on a straight-line basis over the requisite service periods and the value of performance awards is expensed on an accelerated basis in the Company's consolidated statements of comprehensive loss.

Income Taxes

The Company is subject to income taxes in both the United States and foreign jurisdictions and the Company uses estimates in determining its provision for income taxes. This process involves estimating actual current tax assets and liabilities together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheets. Net deferred tax assets are recorded to the extent the Company believes that these assets will more likely than not be realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. With the exception of the net deferred tax assets of two of the Company's foreign subsidiaries, the Company maintained a full valuation allowance against its net deferred tax assets at December 31, 2013 because the Company believes that it is not more-likely-than-not that the gross deferred tax assets will be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance, in the event the Company were to determine that it would be able to realize our deferred tax assets in the future, an adjustment to the deferred tax assets would increase net income in the period such determination was made.

Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of accounting for uncertainty in income taxes and in subsequent periods. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense in the accompanying consolidated statement of comprehensive loss. Accrued interest and penalties are included in other liabilities.

Advertising Costs

The Company expenses advertising costs in the period incurred. Advertising expense was $227,000, $146,000, and $7,000 for 2013, 2012 and 2011, respectively.

Comprehensive Income (Loss)

Comprehensive income (loss) is the total of net income (loss), unrealized gains and losses on investments and foreign currency translation adjustments. Unrealized gains and losses on investments and foreign currency translation adjustment amounts are excluded from net loss and are reported in accumulated other comprehensive income (loss) in the accompanying consolidated financial statements.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2013-11 ("ASU 2013-11"), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 requires an entity to present unrecognized tax benefits as a reduction of a deferred tax asset, except in certain

47

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 1—The Company and Significant Accounting Policies (Continued)

circumstances. ASU 2013-11 is effective for fiscal years and interim periods beginning after December 31, 2013, and early adoption is permitted. Based upon a preliminary review of the guidance, the Company does not anticipate that adoption will have a significant impact on the Company’s condensed consolidated financial statements.

In February 2013, FASB issued Accounting Standards Update 2013-02 ("ASU 2013-02"), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires an entity to present either on the face of the statement where comprehensive income is presented or in the notes to the financial statements, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. ASU 2013-02 was effective for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02, which involves presentation and disclosures only, did not impact the Company’s condensed consolidated financial statements.

Note 2—Restructuring

Restructuring expenses primarily consist of costs associated with employee terminations and exit of excess facilities. These costs are recognized in accordance with the accounting guidance for exit activities and are presented as restructuring expenses in the Company's condensed consolidated statements of comprehensive loss.

The Company incurred restructuring expenses of $1.7 million, $1.1 million, and $0.6 million for the year ended December 31, 2013, 2012 and 2011, respectively.

The following table sets forth a summary of accrued restructuring expenses for 2013 and 2012 (in thousands):

	December 31, 2012		Cash Payments			Additions		Adjustments			December 31, 2013
Severance and termination-related costs	$	589	$	(2,147	)	$	1,706	$	(7	)	$	141
Facilities related costs	289		(55		)	—		—			234
Total accrued restructuring expenses	$	878	$	(2,202	)	$	1,706	$	(7	)	$	375

	December 31, 2011		Cash Payments			Additions		Adjustments			December 31, 2012
Severance and termination-related costs	$	—	$	(422	)	$	1,198	$	(187	)	$	589
Facilities related costs	443		(258		)	209		(105		)	289
Total accrued restructuring expenses	$	443	$	(680	)	$	1,407	$	(292	)	$	878

Note 3—Acquisition

There was no acquisition activity for the year ended December 31, 2013. Please refer to Note 18—Subsequent Event for recent acquisition activity subsequent to year ended December 31, 2013.

Fiscal 2012 acquisitions

LeadFormix, Inc.

On January 3, 2012, the Company acquired Leadformix, Inc. ("Leadformix"), a leader in next-generation marketing automation and sales enablement, headquartered in the U.S. with operations in India, for $9.0 million in cash, which included an indemnity holdback of $1.5 million. In January 2013, $1.3 million of the indemnity holdback was paid and the remainder of the indemnity holdback was settled.

6FigureJobs.com

On May 4, 2012, the Company acquired 6FigureJobs.com ("6FigureJobs"), a premier job advertisement placement, recruitment media services and other career-related services provider to extend Hiring Cloud offerings. 6FigureJobs, a wholly-owned subsidiary of Workstream, Inc., a Canadian corporation, was purchased in exchange for $1.0 million in cash, which included an indemnity holdback of $0.3 million that was settled in May 2013.

48

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3—Acquisition (Continued)

The total purchase price for each acquisition was comprised of the following (amounts in thousands):

	Purchase Consideration		Net Tangible Assets Acquired/(Liabilities Assumed)			Identifiable Intangible Assets		Goodwill		Goodwill deductible for tax purposes	Acquisition related expenses
Leadformix	$	8,521	$	(754	)	$	2,800	$	6,475	Not deductible	$	270
6FigureJobs	1,031		(195		)	910		316		Not deductible	119
	$	9,552	$	(949	)	$	3,710	$	6,791

The following table sets forth each component of identifiable intangible assets acquired in connection with the acquisitions: (in thousands):

							Weighted Average Estimated Useful Life
								Estimated Life
	Leadformix		6FigureJobs		Total			Leadformix	6FigureJobs
Customer relationships	$	640	$	630	$	1,270	6.01	7	5
Developed technology	1,900		220		2,120		6.79	7	5
Tradename	260		60		320		6.63	7	5
	$	2,800	$	910	$	3,710

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired.

The financial results of these companies are included in the Company's consolidated results from their respective acquisition dates.

The Company's business combinations completed in 2012 did not have a material impact on the Company's consolidated financial statements, and therefore pro forma disclosures have not been presented.

Note 4—Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the fiscal years ended December 31, 2013 and 2012 are as follows (in thousands):

	Goodwill
Balance as of December 31, 2011	$	24,416
Acquisitions	6,791
Balance as of December 31, 2012	$	31,207
Acquisitions	—
Balance as of December 31, 2013	$	31,207

49

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4—Goodwill and Intangible Assets (Continued)

Intangible assets consisted of the following as of December 31, 2013 and 2012 (in thousands):

	December 31, 2012 Cost		December 31, 2012 Net		Additions		Amortization Expense			December 31, 2013 Net		Weighted Average Amortization Period (Years)
Developed technology	$	20,576	$	12,384	$	611	$	(3,326	)	$	9,669	4.3
Customer relationships	8,154		4,952		—		(876		)	4,076		4.9
Tradenames	1,522		1,040		—		(212		)	828		5.2
Favorable lease	40		1		13		(14		)	—		N/A
Patents and licenses	3,059		2,744		—		(351		)	2,393		7.6
Other	142		75		—		(46		)	29		0.5
Total	$	33,493	$	21,196	$	624	$	(4,825	)	$	16,995

	December 31, 2011 Cost		December 31, 2011 Net		Additions		Amortization Expense			December 31, 2012 Net		Weighted Average Amortization Period (Years)
Developed technology	$	15,179	$	10,626	$	5,397	$	(3,639	)	$	12,384	5.1
Customer relationships	6,884		4,542		1,270		(860		)	4,952		5.8
Tradenames	1,202		942		320		(222		)	1,040		5.9
Favorable lease	40		14		—		(13		)	1		0.0
Patents and licenses	1,525		1,522		1,534		(312		)	2,744		8.4
Other	142		123		—		(48		)	75		1.5
Total	$	24,972	$	17,769	$	8,521	$	(5,094	)	$	21,196

Intangible assets include third-party software licenses used in our products and acquired assets related to the Company's acquisitions. Costs incurred to renew or extend the term of a recognized intangible asset are expensed in the period incurred.

Amortization expense related to intangible assets was $4.8 million, $5.1 million and $3.5 million in 2013, 2012 and 2011, respectively, and was charged to cost of revenue for purchased technology, sales and marketing expense for customer relationships and general and administrative expense for the favorable lease and other. The Company's intangible assets are amortized over their estimated useful lives of one to twelve years. Total future expected amortization is as follows (in thousands):

	Developed Technology		Customer Relationships		Tradenames		Patents and Licenses		Other
Year Ending December 31:
2014	$	2,524	$	873	$	179	$	349	$	29
2015	2,118		873		179		343		—
2016	2,123		876		151		344		—
2017	1,813		768		142		343		—
2018	1,082		502		100		313		—
2019 and beyond	9		184		77		701		—
Total expected amortization expense	$	9,669	$	4,076	$	828	$	2,393	$	29

50

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5—Financial Instruments

As of December 31, 2013, all marketable debt securities are classified as available-for-sale and carried at estimated fair value, which is determined based on the inputs discussed below.

The Company classifies all highly liquid instruments with an original maturity on the date of purchase of three months or less as cash and cash equivalents. The Company classifies available-for-sale securities that have a maturity date longer than three months to be short-term investments, including those investments with a maturity date of longer than one year that are highly liquid and for which the Company does not have a positive intent to hold to maturity.

Interest income is included within interest income and other income (expense), net in the accompanying consolidated statements of comprehensive loss. Realized gains and losses are calculated using the specific identification method. As of December 31, 2013 and 2012, the Company had no short-term investments in an unrealized loss position for a duration greater than 12 months.

The components of the Company's marketable debt securities classified as available-for-sale were as follows at December 31, 2013 (in thousands):

December 31, 2013	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair value
Cash	$	21,989	$	—	$	—	$	21,989
Cash equivalents:
Money market funds	6,306		—		—		6,306
Total cash equivalents	6,306		—		—		6,306
Total cash and cash equivalents	$	28,295	$	—	$	—	$	28,295
Short-term investments:
U.S. government and agency obligations	6,115		—		—		6,115
Corporate notes and obligations	1,751		—		—		1,751
Total short-term investments	$	7,866	$	—	$	—	$	7,866

For investments in securities classified as available-for-sale, market value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2013 (in thousands):

Contractual maturity	Amortized Cost		Estimated Fair value
Less than 1 year	$	5,066	$	5,066
Between 1 and 2 years	2,800		2,800
Total	$	7,866	$	7,866

51

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5—Financial Instruments (Continued)

The components of the Company's marketable debt securities classified as available-for-sale were as follows for December 31, 2012 (in thousands):

December 31, 2012	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair value
Cash	$	13,062	$	—	$	—	$	13,062
Cash equivalents:
Money market funds	3,338		—		—		3,338
Total cash equivalents	3,338		—		—		3,338
Total cash and cash equivalents	$	16,400	$	—	$	—	$	16,400
Short-term investments:
U.S. Treasury bills	1,000		—		—		1,000
U.S. government and agency obligations	5,700		—		—		5,700
Corporate notes and obligations	6,061		10		—		6,071
Total short-term investments	$	12,761	$	10	$	—	$	12,771

For investments in securities classified as available-for-sale, estimated fair value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2012 (in thousands):

Contractual maturity	Amortized Cost		Estimated Fair value
Less than 1 year	$	6,301	$	6,308
Between 1 and 2 years	6,460		6,463
Total	$	12,761	$	12,771

The Company had realized losses on sales of its investments of zero, zero and 2,000, for the years ended December 31, 2013, 2012, and 2011, respectively. The Company had proceeds, net of purchases of investments, of $4.8 million and $22.3 million from maturities and sales of investments for 2013 and 2012, respectively.

The short-term investments in government obligations or highly rated credit securities generally have minor to moderate fluctuations in the fair values from period to period. The Company monitors credit ratings, downgrades and significant events surrounding these securities so as to assess if any of the impairments will be considered other-than-temporary. The Company did not identify any government obligations or highly rated credit securities held as of December 31, 2013 and 2012 for which the fair value declined significantly below amortized cost and were considered other-than-temporary impairments.

52

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6—Fair Value Measurements

The Company measures financial assets at fair value on an ongoing basis. The estimated fair value of the Company's financial assets was determined using the following inputs at December 31, 2013 and 2012 (in thousands):

	Fair Value Measurements at Reporting Date Using
December 31, 2013	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds(1)	$	6,306	$	6,306	$	—	$	—
Corporate notes and obligations(2)	6,115		—		6,115		—
U.S. government and agency obligations(2)	1,751		—		1,751		—
Total	$	14,172	$	6,306	$	7,866	$	—

_______________________________________________________________________________

(1) Included in cash and cash equivalents on the consolidated balance sheet.

(2) Included in short-term investments on the consolidated balance sheet.

	Fair Value Measurements at Reporting Date Using
December 31, 2012	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds(1)	$	3,338	$	3,338	$	—	$	—
U.S. Treasury bills(2)	1,000		1,000		—		—
Corporate notes and obligations(2)	6,071		—		6,071		—
U.S. government and agency obligations(2)	5,700		—		5,700		—
Total	$	16,109	$	4,338	$	11,771	$	—
Liabilities:
Contingent consideration(3)	$	1,750	$	—	$	—	$	1,750
Total	$	1,750	$	—	$	—	$	1,750

_______________________________________________________________________________

(1) Included in cash and cash equivalents on the consolidated balance sheet.

(2) Included in short-term investments on the consolidated balance sheet.

(3) Included in accrued expenses on the consolidated balance sheet.

The tables below presents the changes during the period related to balances measured using significant unobservable inputs (Level 3) for years ended December 31, 2013 and 2012 (in thousands):

	Balance at December 31, 2012		Additions		Payments			Balance at December 31, 2013
Liabilities:
Contingent consideration	$	1,750	$	—	$	(1,750	)	$	—
Total	$	1,750	$	—	$	(1,750	)	$	—

During 2013 the Company paid 100% of the earn-out payment related to acquisition of Webcom as a result of achievement of milestones specified in the merger agreement.

53

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 6—Fair Value Measurements (Continued)

Valuation of Investments, Put Option and Warrants

Level 1 and Level 2

The Company's available-for-sale securities include money market funds, U.S. Treasury bills, commercial paper, corporate notes and obligations, and U.S. government and agency obligations. The Company values these securities using a pricing matrix from a pricing service provider, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs). The Company classifies all of its available-for-sale securities, except for money market funds and U.S. Treasury, as having Level 2 inputs. The Company validates the estimated fair value of certain securities from a pricing service provider on a quarterly basis. The valuation techniques used to measure the fair value of the financial instruments having Level 2 inputs, all of which have counterparties with high credit ratings, were derived from the following: non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments or pricing models, with all significant inputs derived from or corroborated by observable market data.

Level 3

Contingent consideration is defined as earn-out payments which the Company may pay in connection with acquisitions. Contingent consideration liabilities are classified as Level 3 liabilities, as the Company uses unobservable inputs to value them, which is a probability-based income approach. Subsequent changes in the fair value of contingent consideration liabilities will be recorded within the acquisition-related contingent consideration in the Company's condensed consolidated statements of comprehensive loss.

Note 7—Balance Sheet Components

Property and equipment consisted of the following (in thousands):

	As of December 31,
	2013		2012
Equipment	$	16,616	$	12,958
Purchased software	6,648		5,094
Furniture and fixtures	1,612		1,540
Leasehold improvements	1,872		1,854
Construction in progress	72		3,340
Property and equipment, gross	26,820		24,786
Less: Accumulated depreciation	15,469		14,206
Property and equipment, net	$	11,351	$	10,580

Depreciation expense for 2013, 2012 and 2011 was $4.5 million, $3.1 million and $3.1 million, respectively.

Property and equipment included a total of $7.3 million and $3.4 million in assets acquired under capital leases for the years ended December 31, 2013 and 2012, respectively. Accumulated amortization relating to capital lease totaled $3.5 million, and $2.3 million for the years ended December 31, 2013 and 2012, respectively. Amortization of assets under capital leases is included in depreciation expense.

Prepaids and other current assets consisted of the following (in thousands):

	As of December 31,
	2013		2012
Convertible debt issuance costs, current portion	129		536
Prepaid taxes	403		362
Deferred costs	3,381		2,992
Prepaid insurance	293		540
Prepaid expenses	1,945		1,858
Other current assets	81		430
Total prepaid and other current assets	$	6,232	$	6,718

54

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7—Balance Sheet Components (Continued)

Accrued payroll and related expenses consisted of the following (in thousands):

	As of December 31,
	2013		2012
Vacation accrual	$	2,139	$	1,874
Commissions	2,177		1,823
Bonus	1,262		381
ESPP	686		636
Severance liability	252		589
Accrued payroll related expenses	861		551
Total accrued payroll related expenses	$	7,377	$	5,854

Accrued expenses consisted of the following (in thousands):

	As of December 31,
	2013		2012
Sales tax payable	$	1,099	$	684
Accrued interest payable	60		234
Income taxes payable	87		95
Restructuring facility liability	98		49
Accrued expenses	4,051		7,102
Total accrued expenses	$	5,395	$	8,164

Note 8—Convertible Notes

As of December 31, 2013, the Company had an aggregate principal amount of $14.2 million of the 4.75% Convertible Senior Notes (“Convertible Notes”) due in 2016 outstanding. Interest is payable on June 1 and December 1 of each year until the maturity date of June 1, 2016 unless the Convertible Notes are converted, redeemed or repurchased. The Convertible Notes are senior unsecured obligations of the Company. Based on market prices, the fair value of the Convertible Notes was $20.3 million and $58.0 million as of December 31, 2013 and December 31, 2012, respectively.

During the fourth quarter of 2013, the Company entered into agreements with three existing holders of its Convertible Notes pursuant to which such holders converted $45.0 million aggregate principal amount of the Convertible Notes into 5,837,015 shares of the Company’s common stock. In addition to issuing the requisite number of shares of the Company’s common stock pursuant to the terms of the Convertible Notes, the Company also paid accrued interest of $0.3 million, associated broker cost, cash and stock premium of $4.8 million. The cash and stock premium are recognized as Debt Conversion Expense on the Consolidated Statement of Comprehensive Loss for the twelve months ended December 31, 2013. Additionally, the Company reclassified $1.0 million of deferred debt issuance costs to additional paid-in capital in connection with the conversion of the Convertible Notes.

The Convertible Notes contain an optional redemption feature which allows the Company, any time after June 6, 2014, to redeem all or part of the Convertible Notes for cash if the last reported sale price per share of common stock (as defined below) has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading-day period ending within five trading days prior to the date on which the Company provides notice of redemption. The redemption price would be 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest.

Holders may convert the Convertible Notes into common stock of the Company at any time at a conversion rate of 129.6596 shares of common stock per $1,000 principal amount, or approximately $7.71 per share, subject to certain adjustments. If holders convert their notes in connection with a "make-whole fundamental change", such holders are entitled, under certain circumstances, to an increase in the conversion rate for notes surrendered. Upon conversion, the Company will satisfy its conversion obligations by delivering shares of the Company's common stock.

The Convertible Notes are recorded as long-term debt. The current balance of the debt issuance costs associated with the issuance of the Convertible Notes is recorded within prepaid and other current assets, and the non-current balance is recorded within deposits and other assets, and is being amortized to interest expense over the terms of the Convertible Notes. At December 31, 2013 and 2012, $0.1 million and $0.5 million, respectively, of the debt issuance costs are included in prepaid and other current assets, with the remaining amounts of $0.2 million and $1.3 million, respectively, recorded in deposits and other assets.

55

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9—Contractual Obligations, Commitments and Contingencies

Contractual Obligations and Commitments

For each of the next five years and beyond, the Company has the following contractual obligations, long-term operating and capital lease obligations and unconditional purchase commitments (in thousands):

	Convertible notes				Term note (1)				Unconditional purchase commitments		Operating lease commitments		Capital lease obligations
	Principal		Interest		Principal		Interest
Year Ending December 31:
2014	$	—	$	674	$	568	$	33	$	1,325	$	2,126	$	1,005
2015	—		674		620		28		848		1,958		1,125
2016	14,197		281		620		20		223		1,702		224
2017	—		—		620		13		—		944		—
2018	—		—		620		5		—		285		—
2019 and beyond	—		—		52		—		—		—		—
Future minimum payments	$	14,197	$	1,629	$	3,100	$	99	$	2,396	$	7,015	2,354
Less: amount representing interest													(59		)
Present value of capital lease obligations													$	2,295

(1) In January 2014, the Company obtained a term note with a principal amount of $3.1 million.

The Company leases its facilities under several non-cancellable operating lease agreements that expire at various dates through 2018. For leases with escalating rent payments, rent expense is amortized on a straight-line basis over the life of the lease. The Company had deferred rent of $0.8 million and $1.0 million as of December 31, 2013 and 2012, respectively. Rent expense for 2013, 2012 and 2011 was $1.9 million, $1.5 million and $1.5 million, respectively. In addition, the Company, in the normal course of business, enters into non-cancellable capital leases with various expiring dates.

Included in deposits and other assets in the consolidated balance sheets at December 31, 2013 and 2012 is restricted cash totaling $0.5 million and $0.6 million, related to security deposits on leased facilities and a customer letter of credit. The restricted cash represents investments in certificates of deposit and secured letters of credit required by landlords to meet security deposit requirements for the leased facilities.

In connection with the Company's acquisitions, the following amounts are payable based on indemnification holdback and earn-out requirements.

On October 3, 2011, the Company acquired Webcom, Inc., which included a $1.6 million indemnity holdback and a $1.8 million earn-out condition. In 2012, $0.6 million of the indemnity holdback was paid and the balance of $1.0 million remains accrued for potential indemnification items. The Company originally accrued $1.6 million for the earn-out condition based on a 90% probability that the amount will become payable and as the condition was met, an additional charge of $0.2 million was recognized with the full balance paid in February 2013.

On January 3, 2012, the Company acquired Leadformix, which included an indemnity holdback of $1.5 million. In January 2013, $1.3 million of the indemnity holdback was paid and the remaining indemnity holdback settled.

On May 4, 2012, the Company acquired 6FigureJobs, which included $0.3 million for indemnity holdback payable upon the one-year anniversary of the closing date. The indemnity holdback was paid in May 2013.

Warranties and Indemnification

The Company generally warrants that its software shall perform to its standard documentation. Under the Company's standard warranty, should a software product not perform as specified in the documentation within the warranty period, the Company will repair or replace the software or refund the license fee paid. To date, the Company has not incurred any costs related to warranty obligations for its software.

The Company's product license and on-demand agreements typically include a limited indemnification provision for claims by third parties relating to the Company's intellectual property. To date, the Company has not incurred and has not accrued for any costs related to such indemnification provisions.

56

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9—Contractual Obligations, Commitments and Contingencies (Continued)

Intellectual Property Litigation

Callidus Software, Inc. v. Xactly Corporation - Settled

On August 31, 2012, the Company filed suit against Xactly Corporation (“Xactly”) in the United States District Court for the Central District of California. The suit alleged that Xactly infringed U.S. Patents 8,046,387 and 7,774,378. On October 24, 2012, the Company amended its complaint to add Xactly's President and Chief Executive Officer as a defendant and to add claims for trademark infringement, false advertising, false and misleading advertising, trade libel, defamation, intentional interference with prospective economic advantage, intentional interference with contractual relations, breach of contract and unfair competition, in addition to patent infringement. On January 28, 2013, the Company further amended its complaint to allege that Xactly also infringed U.S. Patent 6,473,748 and dismissed its intentional interference with contractual relations claim. On March 14, 2013, the case was transferred to the United States District Court in the Northern District of California. On May 31, 2013, the Company and Xactly entered into a stipulated dismissal of the Company's trademark infringement claim whereby Xactly agreed that it would not use the Company's trademarks-in-suit in certain of Xactly's marketing and advertising activities going forward. On November 25, 2013, Callidus, Xactly and Xactly's President and Chief Executive Officer entered into a Settlement, Release, and License Agreement that, among other things, included an agreement by Xactly to pay the Company $2.0 million in license fee, which will be paid in four equal annual installments of $0.5 million beginning November 2013. Upon receipt of installment payments, the Company will record the amount under operating expenses as an offset to legal fees. As of December 31, 2013, the Company has recorded $0.5 million of offset to legal fees under operating expenses regarding this settlement.

TQP Development, LLC v. Callidus Software, Inc. - Settled

On December 14, 2012, TQP Development, LLC (“TQP”) filed suit against Callidus in the United States District Court for the Eastern District of Texas Marshall Division (“Texas District Court”). The suit asserted that Callidus infringed U.S. Patent No. 5,412,730. The Company filed a petition with the PTAB on October 11, 2013 for covered business method patent review of U.S. Patent No. 5,412,730. On December 2, 2013, the Company entered into a Settlement Agreement with TQP for no monetary consideration. Pursuant to the Settlement Agreement, 1) TQP dismissed, with prejudice, its outstanding suit against the Company in the Texas District Court on December 4, 2013, and 2) the PTAB accepted the parties’ joint motion to terminate the covered business method patent review proceeding on December 11, 2013.

Versata Software, Inc. and Versata Development Group, Inc.v.Callidus Software, Inc.- Ongoing

On July 19, 2012, Versata Software, Inc. and Versata Development Group, Inc. (collectively, “Versata”) filed suit against Callidus in the United States District Court for the District of Delaware (“Delaware District Court”). The suit asserted that the Company infringes U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024. The Company believes that the claims are without merit and intends to vigorously defend against these claims. On May 30, 2013, the Company answered the complaint and filed a counterclaim against Versata in the Delaware District Court. The Company's counterclaim asserted that Versata infringes U.S. Patent Nos. 6,269,355, 6,850,924 and 6,473,748. On August 30, 2013, the Company filed petitions with the United States Patent and Trademark Office Patent Trial and Appeal Board (“PTAB”) for covered business method patent review of U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024, which Versata filed responses to on December 12, 2013. The Company also filed a motion with the Delaware District Court on August 30, 2013 to stay the litigation pending completion of the patent review proceedings with the PTAB. On January 8, 2014, the Company was granted leave by the Delaware District Court to add Versata Inc. as a counterclaim defendant. On March 4, 2014, the PTAB instituted covered business method patent review of each of Versata’s patents, namely, U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024, finding that it is more likely than not that the Company will prevail in establishing that the challenged claims are not patentable. At this stage in the case, the Company is not in a position to assess whether any loss or adverse effect on the Company's financial condition is probable, or to estimate the range of potential loss, if any.

Other matters

In addition to the above litigation matters, the Company is from time to time a party to other various litigation and customer disputes incidental to the conduct of its business. At the present time, the Company believes that none of these matters are likely to have a material adverse effect on the Company's future financial results.

The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews the need for any such liability on a quarterly basis and records any necessary adjustments to reflect the effect of ongoing negotiations, contract disputes, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case in the period they become known. At December 31, 2013, the Company has not recorded any such liabilities in accordance with accounting for contingencies. However, litigation is subject to inherent uncertainties and our view on these matters may change in the future.

57

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10—Net Loss Per Share

Basic net loss per share is calculated by dividing net loss for the period by the weighted average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted average common shares outstanding, adjusted for all dilutive potential common shares, which includes shares issuable upon the conversion of the Convertible Notes, the exercise of outstanding common stock options, the release of restricted stock, and purchases of shares under the ESPP to the extent these shares are dilutive. For 2013, 2012 and 2011, the diluted net loss per share calculation was the same as the basic net loss per share calculation as all potential common shares were anti-dilutive.

Diluted net loss per share does not include the effect of the following potential weighted average common shares because to do so would be anti-dilutive for the periods presented (in thousands):

	Years Ended December 31,
	2013	2012	2011
Restricted stock	1,918	3,543	3,672
Stock options	2,490	3,299	4,713
ESPP	42	67	76
Convertible notes	7,129	7,680	5,344
Total	11,579	14,589	13,805

The weighted average exercise price of stock options excluded for 2013, 2012 and 2011 was $4.42, $4.74 and $4.56, respectively.

Note 11—Stock-Based Compensation

Expense Summary

Stock-based compensation expenses of $10.4 million, $13.7 million and $12.3 million was recorded during the years ended December 31, 2013, 2012 and 2011, in the consolidated statement of comprehensive loss. The table below sets forth a summary of stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011 (in thousands).

	Years Ended December 31,
	2013		2012		2011
Stock-based compensation:
Stock Options	$	866	$	838	$	1,171
Restricted Stock Units
Performance Awards	1,097		444		665
Service-based Awards	7,835		11,571		10,173
ESPP	597		802		232
Actek Acquisition Compensation	—		—		42
Total stock-based compensation	$	10,395	$	13,655	$	12,283

As of December 31, 2013, there was $2.6 million, $5.8 million and $0.3 million of total unrecognized compensation expense related to stock options, restricted stock units and the ESPP, respectively. This expense related to stock options, restricted stock units and the ESPP and is expected to be recognized over a weighted average period of 3.3 years, 1.4 years and 0.6 years, respectively.

58

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Stock-Based Compensation (Continued)

The table below sets forth the functional classification of stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	Years Ended December 31,
	2013		2012		2011
Stock-based compensation:
Cost of recurring revenue	$	783	$	1,550	$	3,339
Cost of services and other revenue	1,060		2,070		1,495
Sales and marketing	2,420		3,778		1,987
Research and development	1,797		1,782		1,548
General and administrative	4,335		4,475		3,914
Total stock-based compensation	$	10,395	$	13,655	$	12,283

Determination of Fair Value

The fair value of each restricted stock unit, relating to both performance and service-based awards, is estimated based on the market value of the Company's stock on the date of grant and the average historical forfeiture rate. The fair value of the performance award assumes that performance goals will be achieved. If such goals are not met, no compensation cost is recognized and any recognized compensation cost is reversed.

The fair value of each stock option is estimated on the date of grant and the fair value of each ESPP share is estimated on the beginning date of the offering period using the Black-Scholes-Merton valuation model and the assumptions noted in the following table.

	Years Ended December 31,
	2013	2012	2011
Stock Option Plans
Expected life (in years)	5.0 to 6.1	5.0 to 6.0	2.5 to 6.0
Risk-free interest rate	1.41% to 1.93%	0.72% to 1.33%	0.50% to 1.12%
Volatility	61% to 63%	60% to 65%	59% to 69%
Dividend Yield	—	—	—
Employee Stock Purchase Plan
Expected life (in years)	0.5 to 1.0	0.5 to 1.0	0.5 to 1.0
Risk-free interest rate	0.08% to 0.17%	0.13% to 0.20%	0.07% to 0.29%
Volatility	41% to 62%	56% to 62%	39% to 53%
Dividend Yield	—	—	—

Expected Dividend Yield—The Company has never paid dividends and does not expect to pay dividends.

Risk-Free Interest Rate—The risk-free interest rate was based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term.

Expected Term—Expected term represents the period that the Company's stock-based awards are expected to be outstanding. The Company's assumptions about the expected term have been based on historical experience, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards. The expected term for stock options was estimated using the simplified method allowed under SEC guidance.

Expected Volatility—Expected volatility is based on the historical volatility over the expected term.

Forfeiture Rate—The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated by the Company, the Company may be required to record adjustments to stock-based compensation expense in future periods.

59

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Stock-Based Compensation (Continued)

Stockholder-Approved Stock Option and Incentive Plans

In June 2013, the 2013 Stock Incentive Plan ("2013 Plan") became effective upon the approval of the Company's Board of Directors and stockholders, and as a result, the 2003 Stock Incentive Plan ("2003 Plan") was expired and replaced. All outstanding shares available for grant under the 2003 Plan were expired upon the adoption of the 2013 Plan.

The Company was authorized to issue 3,469,500 shares of common stock under the 2013 Plan. Under the 2013 plan, the Company's board of directors (or an authorized subcommittee) may grant stock options or other types of stock awards, such as restricted stock, restricted stock units, stock bonus awards or stock appreciation rights. Incentive stock options may be granted only to the Company's employees. Nonstatutory stock options and other stock-based awards may be granted to employees, consultants or non-employee directors. These options vest as determined by the board of directors (or an authorized subcommittee), generally over four years. The restricted stock units also vest as determined by the board, generally over three years. The vesting period generally equals the requisite service period of the individual grantees.

A summary of the Company's shares available for grant and the status of options and awards are as follows:

Shares Available for Grant

	2013		2012		2011
	(Number of Shares)
Beginning Available	2,578,940		2,014,218		3,423,496
Authorized	3,469,500		1,756,431		1,598,985
Granted	(2,024,798	)	(2,519,851	)	(3,434,971	)
Cancelled	1,335,591		1,328,142		426,708
Expired	(2,880,435	)	—		—
Ending Available	2,478,798		2,578,940		2,014,218

Stock Options

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2010	5,470,729		$	4.51
Granted	300,200		5.65
Exercised	(1,168,957	)	3.85			$	2,653
Forfeited	(122,769	)	5.92
Expired	(76,200	)	5.02
Outstanding as of December 31, 2011	4,403,003		4.71
Granted	120,200		5.86
Exercised	(714,820	)	5.16			1,358
Forfeited	(134,346	)	3.52
Expired	(638,555	)	7.64
Outstanding as of December 31, 2012	3,035,482		4.09
Granted	815,500		6.79
Exercised	(1,427,456	)	3.54			6,151
Forfeited	(108,306	)	5.10
Expired	(367,006	)	5.30
Outstanding as of December 31, 2013	1,948,214		$	5.34	5.04	$	16,374
Vested and Expected to Vest as of December 31, 2013	1,791,076		$	5.20	4.67	$	15,291
Exercisable as of December 31, 2013	1,211,511		$	4.53	2.70	$	11,170

60

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Stock-Based Compensation (Continued)

Restricted Stock Units

	Number of Shares		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Unreleased as of December 31, 2010	2,268,610
Granted	3,134,771
Released	(1,316,100	)
Forfeited	(227,989	)
Unreleased as of December 31, 2011	3,859,292
Granted	2,399,651
Released	(2,597,880	)
Forfeited	(551,380	)
Unreleased as of December 31, 2012	3,109,683
Granted	1,209,298
Released	(1,754,872	)
Forfeited	(856,695	)
Unreleased as of December 31, 2013	1,707,414		0.91	$	23,443
Vested and Expected to Vest as of December 31, 2013	1,520,513		0.85	$	18,051

Restricted stock units are not considered outstanding at the time of grant, as the holders of these units are not entitled to dividends and voting rights. Unvested restricted stock units are not considered outstanding in the computation of basic net loss per share.

As of December 31, 2013, the range of exercise prices and weighted average remaining contractual life of outstanding options are as follows:

		Options Outstanding			Options Exercisable
Range of Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
$2.62 - $3.20	285,007	1.03	$	3.08	279,473	$	3.08
$3.21 - $3.90	215,707	0.97	3.65		202,759	3.67
$4.00 - $4.15	226,000	1.95	4.15		226,000	4.15
$4.31 - $4.84	232,750	2.46	4.61		168,843	4.62
$5.27 - $6.01	272,000	7.21	5.72		150,000	5.49
$6.25 - $6.42	80,700	9.37	6.26		79,100	6.25
$6.59 - $6.59	299,444	9.49	6.59		37,429	6.59
$6.67 - $7.22	77,000	5.87	6.89		33,354	7.17
$7.69 - $7.69	211,556	9.66	7.69		17,337	7.69
$7.92 - $16.03	48,050	5.21	10.93		17,216	13.01
$2.62 - $16.03	1,948,214	5.04	$	5.34	1,211,511	$	4.53

For the year ended December 31, 2013, the weighted-average fair value of stock options and restricted stock units granted by the Company was $3.87 and $5.68 per share, respectively. For the year ended December 31, 2012, the weighted-average fair value of stock options and restricted stock units granted was $3.19 and $6.80 per share, respectively. For the year ended December 31, 2011, the weighted-average fair value of stock options and restricted stock units granted was $2.54 and $5.93 per share, respectively. The total intrinsic value of stock options exercised was $6.2 million, $1.4 million and $2.7 million for 2013, 2012 and 2011, respectively. The total cash received from employees as a result of stock option exercises was $5.1 million, $3.7 million and $4.5 million for 2013, 2012 and 2011, respectively.

61

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11—Stock-Based Compensation (Continued)

Employee Stock Purchase Plan

The Company's Employee Stock Option Plan, which was adopted in 2003 and amended and restated in 2013, is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code. The ESPP is designed to enable eligible employees to purchase shares of the Company's common stock at a discount on a periodic basis through payroll deductions. Each offering period under the ESPP will be for 12 months and will consist of two consecutive six-month purchase periods. The purchase price for shares of common stock purchased under the ESPP will be 85% of the lesser of the fair market value of the Company's common stock on the first day of the applicable offering period and the fair market value of the Company's common stock on the last day of each purchase period. The Company issued approximately 435,000, 407,000 and 325,000 shares during the years ended December 31, 2013, 2012 and 2011 under the ESPP. The weighted-average fair value of stock purchase rights granted under the ESPP during 2013, 2012 and 2011 was $1.96 per share, $1.76 per share and $1.62 per share, respectively.

Note 12—Stockholders' Equity

Preferred Stock

The Company's certificate of incorporation authorizes 5,000,000 shares of undesignated preferred stock with a par value of $0.001, of which no shares were outstanding as of December 31, 2013 and 2012.

Treasury Stock

In connection with the Convertible Notes issued in May 2011, the Company's Board of Directors approved the repurchase of the Company's outstanding common stock. On July 14, 2011, the Company repurchased 2,338,797 shares of our outstanding common stock for $14.4 million. The Company did not repurchase any of its outstanding common shares in 2013 or 2012.

Note 13—Income Taxes

The following is a geographical breakdown of consolidated loss before income taxes by income tax jurisdiction (in thousands):

	2013			2012			2011
United States	$	(20,675	)	$	(27,796	)	$	(18,429	)
Foreign	1,319			486			(324		)
Total	$	(19,356	)	$	(27,310	)	$	(18,753	)

The provision (benefit) for income taxes for 2013, 2012 and 2011 consists of the following (in thousands):

	2013		2012			2011
Current:
Federal	$	—	$	4		$	(6	)
State	—		—			26
Foreign	1,815		559			89
Deferred:
Federal	159		(185		)	(2,871		)
State	—		(22		)	(188		)
Foreign	81		32			31
Total provision (benefit) for income taxes	$	2,055	$	388		$	(2,919	)

The increase in provision for income taxes in 2013 from 2012 was primarily due to an increase in foreign withholding taxes and income taxes in foreign jurisdiction.

62

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13—Income Taxes (Continued)

The provision (benefit) for income taxes differs from the expected tax benefit computed by applying the statutory federal income tax rates to consolidated loss before income taxes as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Federal tax at statutory rate	$	(6,581	)	$	(9,286	)	$	(6,376	)
State taxes, net of benefit	—			—			26
Non-deductible expenses	1,248			2,416			1,095
Foreign taxes	1,447			427			230
Current year net operating losses and other deferred tax assets for which no benefit has been recognized	7,320			7,181			5,448
Research and experimentation credit	(1,379		)	—			(100		)
Tax benefit due to the recognition of acquired deferred tax liabilities	—			(350		)	(3,242		)
Total provision (benefit) for income taxes	$	2,055		$	388		$	(2,919	)

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Net deferred tax assets consist of the following (in thousands):

	As of December 31,
	2013			2012
Deferred tax assets
Net operating loss carryforwards	$	53,902		$	47,799
Accrued expenses	2,161			2,737
Unrealized gain/loss on investments	915			894
Research and experimentation credit carryforwards	10,884			9,480
Capitalized research and experimentation costs	18,100			17,617
Deferred stock compensation	2,223			3,651
Gross deferred tax assets	88,185			82,178
Less valuation allowance	(86,604		)	(78,765		)
Total deferred tax assets, net of valuation allowance	1,581			3,413
Deferred tax liabilities
Property and equipment	(1,602		)	(3,357		)
Goodwill	(887		)	(728		)
Net deferred tax liabilities	$	(908	)	$	(672	)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on the level of historical taxable income and projections for future taxable income over the period in which the temporary differences are deductible, the Company has recorded a valuation allowance against the deferred tax assets for which it believes it is not more likely than not to be realized. As of December 31, 2013 and 2012, a valuation allowance has been recorded on all deferred tax assets, except the deferred tax assets related to two of its foreign subsidiaries, based on the analysis of profitability for those subsidiaries.

The net changes for valuation allowance for years ended December 31, 2013 and 2012 were an increase of $7.8 million and $6.2 million, respectively.

The Company recorded approximately zero and $0.4 million of additional net deferred tax liabilities related to the various acquisitions completed during 2013 and 2012, respectively. The additional deferred tax liabilities create a new source of taxable income, thereby requiring us to release a portion of our deferred tax asset valuation allowance with a related reduction in income tax expense.

As of December 31, 2013, the Company had net operating loss carryforwards for federal and California income tax purposes of $155.9 million and $44.2 million, respectively, available to reduce future income subject to income taxes. The federal net operating loss

63

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 13—Income Taxes (Continued)

carryforwards, if not utilized, will expire over 20 years beginning in 2017. The California net operating loss carryforward, if not utilized, will expire over 20 years beginning in 2014.

Not included in the deferred income tax asset balance at December 31, 2013 is approximately $5.7 million, which pertains to certain net operating loss carryforwards resulting from the exercise of employee stock options. When recognized, the tax benefit of these losses will be accounted for as a credit to additional paid-in capital rather than a reduction of the income tax provision.

The Company also has research credit carryforwards for federal and California income tax purposes of approximately $7.7 million and $7.9 million, respectively, available to reduce future income taxes. The federal research credit carryforward, if not utilized, will expire over 20 years beginning in 2018. The California research credit carries forward indefinitely.

Federal and California tax laws impose restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change, as defined in Section 382 of the Internal Revenue Code. The Company's ability to utilize its net operating loss and tax credit carryforwards are subject to limitations under these provisions.

The Company has not provided for federal income taxes on all of the non-U.S. subsidiaries' undistributed earnings as of December 31, 2013 of $1.5 million, because such earnings are intended to be indefinitely reinvested. The residual U.S. tax liability, if such amounts were remitted, would be nominal.

The activity related to the Company's unrecognized tax benefits is set forth below (in thousands):

	Amount
Balance at January 1, 2012	$	2,339
Increases related to prior year tax positions	94
Increases related to current year tax positions	54
Reductions to unrecognized tax benefits as a result of a lapse of applicable statue of limitations	(9		)
Balance at December 31, 2012 (1)	2,478
Increases related to prior year tax positions	175
Increases related to current year tax positions	222
Reductions to unrecognized tax benefits as a result of a lapse of applicable statue of limitations	(32		)
Balance at December 31, 2013 (2)	$	2,843

(1) $2.2 million of the unrecognized tax benefits reduced deferred tax assets and $0.3 million was included in accrued expenses on the consolidated balance sheet.

(2) $2.5 million of the unrecognized tax benefits reduced deferred tax assets and $0.3 million was included in accrued expenses on the consolidated balance sheet.

If recognized, $0.3 million of the unrecognized tax benefits at December 31, 2013 would reduce the Company's annual effective tax rate. The Company also accrued potential penalties and interest of $21,700 related to these unrecognized tax benefits during 2013, and in total, as of December 31, 2013, the Company has recorded a liability for potential penalties and interest of $130,000. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of comprehensive loss. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. The Company has classified the unrecognized tax benefits as a noncurrent liability, as it does not expect any payment of incremental taxes over the next 12 months. The Company also does not expect its unrecognized tax benefits to change significantly over the next 12 months.

The Company files U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. All tax years generally remain subject to examination by federal and most state tax authorities. In foreign jurisdictions, the 2003 through 2013 tax years generally remain subject to examination by their respective tax authorities.

Note 14—Stockholders' Rights Plan

On August 31, 2004, the Company's board of directors approved the adoption of a Stockholder Rights Plan ("Rights Plan") and reserved 100,000 shares of participating, non-redeemable preferred stock for issuance upon exercise of the rights. The number of shares of preferred stock reserved for issuance may be increased by resolution of the board of directors without shareholder approval. The Rights Plan was amended on September 28, 2004.

On March 13, 2013, the Company entered into a Second Amendment to Rights Agreement (“Second Amendment), which amended the Rights Plan by accelerating the final expiration date of the rights to March 31, 2013. As a result of the Second Amendment, as of March 31, 2013, the rights were no longer outstanding and exercisable, and the Rights Plan was effectively terminated.

64

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 15—Employee Benefit Plan

In 1999, the Company established a 401(k) tax-deferred savings plan ("401(k) plan"), whereby eligible employees may contribute a percentage of their eligible compensation up to the maximum allowed under IRS rules. Company contributions are discretionary, and no such Company contributions have been made since the inception of this plan up until December 31, 2011. Beginning January 1, 2012, the Company contributed 50% of each dollar that an employee contributed to their 401(k) plan up to a maximum of $1,000 annually, and the vesting of the Company contributions will be based on years of service. During the year ended December 31, 2013 and 2012, the Company recognized approximately $220,000 and $225,000 in expense related to the 401 (k) plan match.

Note 16—Segment, Geographic and Customer Information

The accounting principles guiding disclosures about segments of an enterprise and related information establishes standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas, and major customers. The method of determining which information is reported is based on the way that management organizes the operating segments within the Company for making operational decisions and assessments of financial performance. The Company's chief operating decision maker is considered to be the Company's chief executive officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. By this definition, the Company operates in one business segment, which are the development, marketing and sale of enterprise software and related services.

The following table summarizes revenue for the years ended December 31, 2013, 2012 and 2011 by geographic areas (in thousands):

	2013		2012		2011
United States	$	88,684	$	74,477	$	65,417
EMEA	12,241		11,578		11,172
Asia Pacific	5,379		4,943		3,239
Other	6,033		3,954		3,943
	$	112,337	$	94,952	$	83,771

Substantially all of the Company's long-lived assets are located in the United States. Long-lived assets located outside the United States are not significant.

In 2013, 2012 and 2011, no customer accounted for more than 10% of our total revenue.

Note 17—Related Party Transactions

In June 2013, in the normal course of business, the Company entered into agreements with Lithium Technologies, Inc. (“Lithium”). The Chief Financial Officer of Lithium is a member of the Company's board of directors. The Company purchased an annual subscription for Lithium's social media management solutions in the amount of $120,000. In the same period, Lithium entered into a two year hosting agreement with the Company in the amount of $113,000. During the third quarter of 2013, the Company paid the entire annual fee of $120,000 for the social media management solution, of which approximately $62,000 was expensed and $58,000 remains in prepaid and other current assets as of December 31, 2013. During the year ended December 31, 2013, the Company recognized approximately $52,000 in revenue under the $113,000 annual hosting agreement. In addition, during the year ended December 31, 2013, the Company entered into an agreement with Lithium for services in the amount of $143,550, of which approximately $120,000 was recognized during the year.

Webcom Inc., a wholly-owned subsidiary of the Company, uses the services of a third-party vendor to perform product modeling and maintenance of certain equipment. The third-party vendor is owned by a relative of Webcom's senior management. For the year ended December 31, 2013 and 2012, Callidus paid approximately $143,000 and $141,000, respectively, to this vendor.

65

CALLIDUS SOFTWARE INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 18—Subsequent Event

In February 2014, the Company acquired LeadRocket, Inc., a social engagement and digital marketing platform provider, to expand our marketing automation tools to engage prospects on social media through a digital platform. The total purchase consideration of $3.0 million in cash includes a $0.5 million of indemnity holdback. The initial accounting for the business combination is in process and amounts to be recognized for assets acquired and liabilities assumed have not been determined. The synergy from the acquisition is expected to result in goodwill.

66

EX-10.5

Exhibit 10.5

CALLIDUS SOFTWARE, INC.

2003 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

1     NOTICE OF STOCK OPTION GRANT

[Optionee's Name and Address]

The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Grant Number                 __________________________

Date of Grant                 __________________________

Vesting Commencement Date         __________________________

Exercise Price per Share             $_________________________

Total Number of Shares Granted         __________________________

Total Exercise Price             $_________________________

Type of Option:                 [Nonstatutory Stock Option]

Term Expiration Date:             __________________________

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

[25% of the Shares subject to the Option shall vest and become exercisable 12 months after the Vesting Commencement Date, and 1/48th of the Shares subject to the Option shall vest and become exercisable each month thereafter, subject to Optionee's continuing to be a Service Provider on such dates.]

Termination Period:

This Option shall be exercisable for 90 days after Optionee ceases to be a Service Provider. Upon Optionee's death or disability, this Option may be exercised for such longer period as provided in the Plan. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.

2     AGREEMENT

2.1 Grant of Option. The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the "Exercise Price"), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

2.2 Exercise of Option.

2.2.1 Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement.

2.2.2 Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the "Exercise Notice") which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. The Administrator shall require payment of any amount the Company may determine to be necessary to withhold for taxes as a result of the exercise of an award. In the absence of any other arrangement, Optionee agrees that the Company shall be entitled to withhold from any payments to be made by the Company to Optionee an amount equal to such withholding obligations.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

2.3 Lock-Up Period. Optionee hereby agrees that, if so requested by the Company or any representative of the underwriters (the "Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "Market Standoff Period") following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

2.4 Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

2.4.1 cash or check;

2.4.2 consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

2.4.3 surrender of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

2.5 Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.

2.6 Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

2.7 Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

2.8 Entire Agreement Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws but not the choice of law rules of the State of California.

2.9 No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

OPTIONEE:                                 CALLIDUS SOFTWARE, INC.

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Signature                                 By

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Print Name                                 Title

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Residence Address

EXHIBIT A

2003 STOCK INCENTIVE PLAN

EXERCISE NOTICE

Callidus Software, Inc.

160 West Santa Clara Street

Suite 1500

San Jose, CA 95113

Attention: Secretary

Section 1.01 Exercise of Option. Effective as of today, _________, 20__, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase __________ shares of the Common Stock (the "Shares") of Callidus Software Inc.(the "Company") under and pursuant to the 2003 Stock Incentive Plan (the "Plan") and the Stock Option Agreement dated ________, 20__ (the "Option Agreement").

Section 1.02 Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement.

Section 1.03 Representations of Optionee.

(a) Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

(b) Optionee acknowledges that Optionee has received and had access to such information as Optionee considers necessary or appropriate for deciding whether to invest in the Shares. Specifically, Optionee has received and read a copy of the prospectus describing the Plan.

Section 1.04 Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Shares shall be issued to the Optionee as soon as practicable after the Option is exercised. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan.

Section 1.05 Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

Submitted by:                                     Accepted by:

OPTIONEE:                                     CALLIDUS SOFTWARE, INC.

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Signature                                     By

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Print Name                                     Its

Address                                         Address:

-------------------------------                                 160 West Santa Clara Street,

Suite 1500,

San Jose, CA 95113

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Date Received

FORM OF RESTRICTED STOCK UNIT AGREEMENT

CALLIDUS SOFTWARE INC.

RESTRICTED STOCK UNIT AGREEMENT

[(New Employee)] or [(Existing Employee)]

This Restricted Stock Unit Agreement (the “Agreement”), is made and entered into between CALLIDUS SOFTWARE INC., a Delaware corporation (the “Company”) and (“Recipient”) residing at the above address. This award is granted under the Company’s 2003 Stock Incentive Plan (as amended, the “Plan”). Terms used but not defined herein have the meaning set forth in the Plan.

1. Notice of Grant

Recipient has been granted restricted stock units representing shares of Common Stock of the Company (the “RSUs”), subject to the terms and conditions of this Agreement, as follows:

Grant Number

Grant Date

Total Number of RSUs Granted

First Vesting Date

2. Vesting Schedule [New Employee — See Vesting Schedule for Existing Employees below]

(a) The RSUs shall become vested in nine (9) installments. The first installment shall occur on the First Vesting Date set forth above and will be equal to one-third (1/3^rd) of the Total Number of RSUs Granted. Thereafter, the remaining unvested RSUs will vest in equal quarterly installments of one-twelfth (1/12^th) of the Total Number of RSUs Granted on the last calendar day of the applicable month of the quarter, commencing after the First Vesting Date, subject at each vesting date to Recipient’s continuing to be a Service Provider on each such date.

For example, if the First Vesting Date was October 31^st, then 1/3^rd of the Total Number of RSUs Granted would vest on that date and the remaining unvested RSUs will vest in equal quarterly installments of 1/12^th of the Total Number of RSUs Granted on each January 31^st, April 30^th, July 31^st, and the following October 31^st until the grant is fully vested.

[End Vesting Schedule for New Employees]

[Vesting Schedule for Existing Employees]

The RSUs shall become vested in 12 equal quarterly installments on the last calendar day of the applicable month of the quarter, commencing on the First Vesting Date (as set forth above), subject to Recipient’s continuing to be a Service Provider on each such date.

For example, if the First Vesting Date was October 31^st, then 1/12^th of the RSU shares granted would vest on that date with the remaining quarterly installments vesting 1/12^th on each January 31^st, April 30^th, July 31^st, and the following October 31^st until the award is fully vested.

[End Vesting Schedule for Existing Employees]

(b) If Recipient’s service as a Service Provider terminates for any reason, then all RSUs that have not vested on or before the date of termination of employment shall automatically be forfeited and all of Recipient’s rights with respect thereto shall cease immediately upon such termination.

3. Conversion into Common Stock. Shares of Common Stock will be issued as soon as practicable following vesting of the

RSUs. As a condition to such issuance, Recipient shall have satisfied his or her tax withholding obligations as specified in this Agreement and shall have completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. In no event will the Company be obligated to issue a fractional share. Notwithstanding the foregoing, (i) the Company shall not be obligated to deliver any shares of the Common Stock during any period when the Company determines that the conversion of a RSU or the delivery of shares hereunder would violate any federal, state or other applicable laws and/or may issue shares subject to any restrictive legends that, as determined by the Company’s counsel, is necessary to comply with securities or other regulatory requirements, and (ii) the date on which shares are issued may include a delay in order to provide the Company such time as it determines appropriate to address tax withholding and other administrative matters.

4. Tax Treatment. Any withholding tax liabilities (whether as a result of federal, state or other law and whether for the payment and satisfaction of any income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of the RSUs) incurred in connection with the RSUs becoming vested and shares of Common Stock issued, or otherwise incurred in connection with the RSUs, may be satisfied in any of the following manners determined by the Company: (i) by the Company withholding a number of shares of Common Stock that would otherwise be issued under the RSUs that the Company determines have a fair market value approximately equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law; (ii) by payment by Recipient to the Company in cash or by check an amount equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law (which amount shall be due within one business day of the day the tax event arises unless otherwise determined by the Company); or (iii) by the sale of a number of shares of Common Stock that are issued under the RSUs, which the Company determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and payment of such tax withholding to the Company, provided that such shares may be sold as part of a block trade with other participants of the Plan. Recipient hereby authorizes the Company to withhold such tax withholding amount from any amounts owing to Recipient to the Company and to take any action necessary in accordance with this paragraph.

Notwithstanding the foregoing, Recipient acknowledges and agrees that he is responsible for all taxes that arise in connection with the RSUs becoming vested and shares of Common Stock being issued or otherwise incurred in connection with the RSUs, regardless of any action the Company takes pursuant to this Section.

5. Restrictions on Transfer. Recipient may not sell, transfer, pledge or otherwise dispose of any of the RSUs, and Recipient may not sell, transfer, pledge or otherwise of any of the shares of Common Stock issuable hereunder until after the applicable shares have been issued on the schedule set forth above. Recipient further agrees not to sell, transfer or otherwise dispose of any shares at a time when applicable laws or Company policies prohibit a sale, transfer or other disposition. Recipient agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent. The Company shall not be required (i) to transfer on its books any RSUs or shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.

6. Stock Certificates. Certificates evidencing the shares of Common Stock issuable upon vesting of the RSUs shall be issued by the Company and registered in the name of Recipient on the stock transfer books of the Company. Unless otherwise determined by the Administrator, such certificates shall remain in the physical custody of the Company or its designee at all times until the applicable shares have become vested and non-forfeitable. At the election of the Company, such shares may be in electronic form and such issuance may be effected by crediting shares in an account established on your half with a brokerage firm or other custodian, as determined by the Company.

7. Stockholder Rights. Recipient will have rights of a stockholder only after shares of Common Stock have been issued to Recipient following vesting of the RSUs and satisfaction of all other conditions to the issuance of those shares as set forth in this Agreement. RSUs shall not entitle Recipient to any rights of a stockholder of Common Stock, except as otherwise determined by the Board.

8. No Employment or Retention Rights. The RSUs and this Agreement do not give Recipient the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate Recipient’s service at any time, with or without cause. The grant of RSUs to an individual in any one year, or at any time, does not obligate the Company or any subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Company or any subsidiary might make a grant in any future year or in any given amount. Neither this Agreement nor any RSU is an employment or service contract. RSUs are not part of your contract (if any) with the Company, your normal or expected compensation, or other remuneration for any purposes, including for purposes of computing severance pay or other termination compensation or indemnity.

9. Adjustments. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares

covered by this Agreement shall be adjusted pursuant to the Plan.

10. Applicable Law. This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions).

11. Data Privacy.

(a) You explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by the Company for the exclusive purpose of implementing, administering and managing your participation in the Plan.

(b) You hereby understand that the Company holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You hereby understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You hereby understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any shares of Common Stock acquired under your RSUs. You hereby understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You hereby understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You hereby understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you hereby understand that you may contact the human resources representative responsible for your country at the local or regional level.

12. The Plan and Other Agreements. The Plan is incorporated in this Agreement by reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Recipient with respect to the subject matter hereof, and may not be materially modified adversely to the Recipient’s interest except by means of a writing signed by the Company and Recipient.

Recipient hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement. Recipient further agrees to notify the Company upon any change in the residence address indicated below.

RECIPIENT:	CALLIDUS SOFTWARE INC.
Signature	By:
Print Name	Title
Residence Address

EX-10.7

Exhibit 10.7

CALLIDUS SOFTWARE INC.

AMENDED AND RESTATED

EMPLOYEE STOCK PURCHASE PLAN

as of October 28, 2013

SECTION 1. Purpose of the Plan.

The purpose of this Employee Stock Purchase Plan (the “Plan”) is to give eligible employees of Callidus Software Inc. (the “Company”) and its subsidiaries the ability to share in the Company’s future success. The Company expects that it and its stockholders will benefit from the added interest which such eligible employees will have in the welfare of the Company as a result of their increased equity interest in the Company’s success. The Plan is intended to qualify under Section 423 of the Code (as defined below), but the Committee may also grant Options that are not intended to meet the requirements of Section 423 of the Code.

SECTION 2. Definitions.

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a)“Board” means the board of directors of the Company.

(b)“Code” means the Internal Revenue Code of 1986, as amended from time to time.

(c)“Committee” means a committee of the Board designated by the Board to administer the Plan. If no committee is so designated by the Board, the full Board shall be the Committee hereunder.

(d)“Common Stock” means the common stock, par value $0.001, of the Company.

(e)“Compensation” means base salary (or, in foreign jurisdictions, equivalent cash compensation) prior to any reductions for pre-tax contributions made to a plan or salary reduction contributions to a plan excludable from income under Sections 125, 401(k), or 402(g) of the Code (or, in foreign jurisdictions, equivalent deductions), provided that “Compensation” shall exclude severance pay, bonuses, commissions, retirement income, change in control payments, contingent payments, income derived from stock options, stock appreciation rights and other equity-based compensation and other forms of special remuneration. Notwithstanding the foregoing, the Committee may at any time prior to the beginning of an Offering Period determine that for that and future Offering Periods, “Compensation” shall mean all W-2 cash compensation, including without limitation base salary or regular hourly wages, bonuses, incentive compensation, commissions, overtime, shift premiums, plus draws against commissions (or in foreign jurisdictions, equivalent cash compensation).

(f)“Corporate Transaction” means (i) a merger of the Company with or into another corporation (other than a merger whose sole purpose is to change the state of the Company’s incorporation or a merger as a result of which the direct or indirect stockholders of the Company immediately prior to such merger or consolidation hold, directly or indirectly, less than 50% of the voting power of the surviving entity); (ii) the sale of substantially all of the assets or stock of the Company, or (iii) the complete liquidation or dissolution of the Company.

(g)“Enrollment Date” means the first business date of an Offering Period.

(h)“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor thereto.

(i)“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i)If such Common Stock is then quoted on the Nasdaq Stock Market, the New York Stock Exchange or any other national security exchange, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination (or if such date is not a trading date, on the previous trading date), as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(ii)In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee.

(j)“IPO” means the initial public offering of the Common Stock pursuant to an effective registration statement filed by the Company with the Securities and Exchange Commission.

(k) “MaximumShareAmount” means 20,000 shares, or such other lesser amount as the Committee, subject to applicable law, determines to be the maximum number of Shares that a Participant may purchase on any given Purchase Date.

(l) “New Purchase Date” means the purchase date established pursuant to Section 12 of the Plan.

(m)“OfferingPeriod” means a period of approximately 12 months consisting of two consecutive Purchase Periods, as set forth in Section 7, or such other period as the Committee may determine in its sole discretion.

(n)“Option” means an option granted pursuant to Section 7 of the Plan.

(o)“Participant” means an eligible employee of the Company or a Participating Subsidiary who participates in the Plan.

(p)“Participating Subsidiary” means a Subsidiary that is selected to participate in the Plan by the Committee in its sole discretion.

(q)“Payroll Deduction Account” means an account to which payroll deductions of a Participant are credited under Section 8(c) of the Plan.

(r)“Person” means an individual, corporation, partnership, limited partnership, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government, but excluding any of the Company, any Subsidiary or any employee benefit plan sponsored or maintained by the Company or any Subsidiary.

(s)“Purchase Date” means the last trading day of a Purchase Period.

(t)“Purchase Period” means the approximately six-month period, or such other period as the Committee may determine in its sole discretion, commencing on February 16 and August 16 of each year and ending with the next Purchase Date.

(u)“Purchase Price” means, with respect to each Share, 85% of the lesser of (i) the Fair Market Value of a Share on the Enrollment Date and (ii) the Fair Market Value of a Share on the Purchase Date.

(v)“Share” means a share of Common Stock.

(w)“Subsidiary” means any corporation, partnership, joint venture or other legal entity of which the Company owns directly or indirectly, more than 50% of the total combined voting power of all classes of stock or other equity interests of such entity.

(x)“Treasury Regulations” means the Federal tax regulations interpreting the Code.

SECTION 3. Shares Subject to the Plan.

The total number of shares of Common Stock subject to the Plan is 7,272,152, plus an annual increase to be added on July 1 of each year during the term of the Plan beginning July 1, 2014, in an amount equal to the lesser of (i) 1,200,000 shares, (ii) 2.0% of the outstanding shares of Common Stock on the last day immediately preceding such date or (iii) a lesser amount determined by the Board. The Shares will consist in whole or in part of authorized but unissued Shares or treasury Shares, including Shares purchased on the open market or otherwise.

SECTION 4. Administration.

(a)The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants and Participating Subsidiaries and determine eligibility; (ii) interpret and administer the Plan; (iii) determine when to grant Options that are not intended to meet the requirements under Section 423 of the Code, (iv) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (v) establish the Fair Market Value of the Common Stock on any particular date, (vi) correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable; and (vii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(b)All expenses incurred in connection with the administration of this Plan shall be paid by the Company. Members of the Committee shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving on Board committees.

(c)For purposes of this Plan, the Committee may designate separate offerings under the Plan (the terms of which need not be identical) in which eligible Participants may participate, even if the dates of the applicable Offering Periods of each such offering are identical.

(d)All decisions of the Committee shall be final, conclusive and binding upon all persons.

SECTION 5. Eligibility.

Subject to the limitations imposed by Section 423 of the Code, any individual who is employed by the Company or a Participating Subsidiary on a given Enrollment Date is eligible to participate in the Plan, except that one or more of the following categories of employees may be excluded from coverage under the Plan by the Committee: (i) employees who are customarily employed for twenty (20) hours or less per week, (ii) employees who are customarily employed for five (5) months or less in a calendar year, and (iii) employees who do not meet any other eligibility requirements that the Committee may choose to impose (within the limits permitted by the Code). In addition, an individual shall not be eligible if his or her participation in the Plan is prohibited by the law of any country that has jurisdiction over him or her, if complying with the laws of the applicable country would cause the Plan to violate Section 423 of the Code, or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan. Notwithstanding the foregoing, no Employee shall be granted an Option under the Plan if, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock or hold options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any parent corporation or its Subsidiaries.

SECTION 6. Election to Participate.

Pursuant to procedures set forth by the Committee, Participants may elect to participate in a given Offering Period under the Plan prior to the Enrollment Date for such Offering Period. Enrollments shall remain in effect for subsequent Offering Periods, except as provided herein. A Participant shall not be enrolled in more than one Offering Period at any time.

SECTION 7. Offering Periods; Grant of Option on Enrollment; Purchase of Shares.

(a)The Plan shall be implemented by consecutive, overlapping Offering Periods with a new Offering Period commencing on each February 16 and August 16, or as otherwise determined by the Committee.

(b)With respect to an Offering Period, each Participant enrolled in such Offering Period shall be granted as of the Enrollment Date an Option to purchase on each Purchase Date during the Offering Period a number of Shares equal to the lesser of (i) the Maximum Share Amount or (ii) the number determined by dividing (A) the amount accumulated in such Participant’s Payroll Deduction Account as of a Purchase Date, pursuant to the election made under Section 8, by (B) the Purchase Price.

(c)In the event that the Committee determines that the number of Shares that may be purchased on a Purchase Date may exceed the number of Shares available under Section 3, the Committee may in its discretion provide for a pro rata purchase on the Purchase Date, and may continue or terminate any Offering Periods then in effect.

SECTION 8. Payment of Purchase Price; Changes in Payroll Deductions; Issuance of Shares.

(a)Payroll deductions shall be made on each day that a Participant is paid during an Offering Period in respect of a payroll period commencing after the Enrollment Date. The deductions shall be made as a percentage of the Participant’s Compensation in 1% increments, from 1% to 15% of such Participant’s Compensation, as elected by the Participant; provided that that a Participant may decrease deductions to 0% of such Participant’s Compensation once during any Offering Period without discontinuing his or her participation in the Plan, subject to such limitations as may be approved from time to time pursuant to clause (b) below. Notwithstanding the foregoing, in accordance with Section 423(b)(8) of the Code and the regulations thereunder, to the extent Section 423 of the Code is to apply, no Participant shall be permitted to accrue rights to purchase Shares under this Plan with an aggregate Fair Market Value (as determined as of the beginning of the Offering Period in which such Common Stock is purchased) in excess of the amount equal to (i) $25,000 for each calendar year in which the Option remains outstanding at any time, less (ii) the Fair Market Value of Common Stock that the Participant previously purchased under this Plan or any other employee stock purchase plan under Section 423 of the Code of the Company or any parent corporation or any Subsidiaries thereof during the calendar years in which the Option remains outstanding. If a Participant is precluded by this prior sentence from purchasing additional Shares under the Plan, then his or her payroll deductions shall automatically be discontinued and shall automatically resume (at the payroll deduction rate in place immediately prior to discontinuation) at the beginning of the earliest Offering Period in which Participant, to the extent he or she remains eligible to participate in this Plan, is not so precluded.

(b)A Participant may discontinue his or her participation in the Plan as provided in Section 9, or may change the rate of his or her payroll deductions during an Offering Period by completing and filing with the Company a new authorization for payroll deduction, subject to clause (a) above. The Committee may, in its discretion, limit the number of participation rate changes in any Offering Period. The change in rate shall be effective as soon as administratively feasible following the Company’s receipt of the new authorization.

(c)All payroll deductions made with respect to a Participant shall be credited to the Participant’s Payroll Deduction Account under the Plan and shall be deposited with the general funds of the Company, and, except to the extent mandated by local legal requirements, no interest shall accrue on the amounts credited to such Payroll Deduction Account. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions, except to the extent mandated by local legal requirements. Until Shares are issued, Participants will only have the rights of an unsecured creditor. Except to the extent provided by the Committee, a Participant may not make

any separate cash payments into such Participant’s Payroll Deduction Account, and payment for Shares purchased under the Plan may not be made in any form other than by payroll deduction.

(d)On each Purchase Date, and so long as the Plan remains in effect and the Participant has not withdrawn from the Plan, all funds then in the Participant’s Payroll Deduction Account shall be applied to purchase whole Shares (or fractions thereof) pursuant to the automatic exercise of the Option granted on the Enrollment Date. Unless determined otherwise by the Committee, any fractional shares shall be rounded down to the next lower whole share, in which event the resulting unused amount in any Participant’s Payroll Deduction Account may be carried over into the next Purchase Period.

(e)Certificates representing the Shares purchased by a Participant under the Plan shall be issued to the Participant as soon as practicable following the end of each Purchase Period, except that the Committee may determine that such Shares shall be held for each Participant’s benefit by a broker designated by the Committee.

(f)Other than as set forth in the last sentence of Section 8(d), in the event that this Plan has been oversubscribed or any payroll deductions accumulated in Participant’s Payroll Deduction Account are not used to purchase Shares, all remaining and unused funds shall be returned to the Participant without interest, except to the extent required by local legal requirements.

(g)During a Participant’s lifetime, his or her Option to purchase Shares hereunder is exercisable only by him or her. The Participant shall have no interest or voting right in the Shares covered by the Participant’s Option until such Option is exercised and the covered Shares are registered in the name of the Participant.

SECTION 9. Withdrawal.

Each Participant may withdraw from participation prior to the end of an Offering Period or from the Plan in accordance with procedures set forth by the Committee. Notwithstanding anything to the contrary in Section 8, upon a Participant’s withdrawal from participation in respect of any Offering Period or from the Plan, all accumulated payroll deductions in the Payroll Deduction Account shall be returned to such Participant without interest (except as may be required by local legal requirements), and such Participant shall not be entitled to any Shares on the Purchase Date or thereafter with respect to the Offering Period in effect at the time of such withdrawal. If a Participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period unless the Participant re-enrolls in the Plan prior to the applicable Enrollment Date in accordance with the procedures set forth by the Committee.

SECTION 10. Termination of Employment.

A Participant shall cease to participate in the Plan upon the Participant’s termination of employment for any reason (including death) and all accumulated payroll deductions in the Participant’s Payroll Deduction Account shall be returned to such Participant (or Participant’s estate, as applicable) without interest (except as may be required by local legal requirements). For purposes of the Plan, transfers from the Company or a Participating Subsidiary to another Participating Subsidiary or to the Company, as the case may be, shall not be a termination of employment. Employment shall not be deemed to terminate when the Participant goes on a leave of absence approved by the Company in writing. To the extent Section 423 of the Code is to apply to a purchase right, the Participant’s employment relationship is treated as continuing intact while the individual is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed three months, or if longer, so long as the Participant’s right to reemployment with the Company or the applicable Participating Subsidiary is provided by statute or by contract, or as otherwise required by Section 423 of the Code. Absent a protected leave as set forth in the prior sentence, the Participant’s employment relationship is deemed to terminate the first day immediately following such three month period.

SECTION 11. Automatic Transfer to Low Price Offering Period.

To the extent permitted by any applicable laws and regulations, if the Fair Market Value of the Shares on any Purchase Date in an Offering Period is lower than the Fair Market Value of the Shares on the Enrollment Date of such Offering Period, then all Participants in such Offering Period shall be automatically withdrawn from such Offering Period immediately after the purchase of their Shares on such Purchase Date and automatically re-enrolled in a new Offering Period as of the first business day after such Purchase Date.

SECTION 12. Adjustments Upon Certain Events.

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Options granted under the Plan:

(a)In the event of any stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company, the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number or type of Shares or other securities issued or reserved for issuance pursuant to the Plan, (ii) the Purchase Price and/or (iii) any other affected terms hereunder, subject to any required action by the Board or the Company’s stockholders and compliance with applicable securities laws, provided that fractions of a Share will not be issued (unless otherwise determined by the Committee).

(b)In the event of a Corporate Transaction, unless each outstanding Option shall be continued or assumed or an equivalent option substituted by the Company or the successor corporation or a parent or Subsidiary of the successor corporation, the Committee shall shorten any Offering Period then in progress by setting a New Purchase Date, which shall be before the date of the consummation of the Corporate Transaction. The Committee shall notify each Participant not less than 10 days prior to the New Purchase Date that (i) a New Purchase Date has been set and (ii) the Participant’s Option will be exercised automatically on the New Purchase Date unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 9. Each Offering Period then in effect shall terminate on such New Purchase Date.

SECTION 13. Nontransferability.

Unless otherwise determined by the Committee, Options granted under the Plan shall not be transferable or assignable by the Participant other than by will, by the laws of descent and distribution, or a designation of beneficiary. In order to designate a beneficiary, the Participant may file a written designation of beneficiary, who is to receive any cash in respect of the Participant under this Plan, in the event of Participant’s death prior to the Purchase Date. A Participant may change the designation of beneficiary at any time by written notice filed with the Company before Participant’s death, subject to any additional rules and procedures set by the Committee. In the event of a Participant’s death and in the absence of a designated beneficiary who is then living, or if no executor or administrator has been appointed to the knowledge of the Company, the Company may deliver any funds under this Plan (i) to the spouse, and (ii) if no spouse is known to the Company, then to any one or more dependents or relatives of the Participant, and (iii) if no dependents or relatives are known to the Company, then to any such other person as the Company may designate.

SECTION 14. Legal Compliance.

(a)Shares shall not be issued hereunder unless the issuance and delivery of such Shares shall comply with all applicable laws and regulations, including the federal and state securities laws and the regulations of any stock exchange or other securities market on which the Company’s securities are traded.

(b)All Participants granted an Option under this Plan that is intended to meet the requirements of Section 423 of the Code shall have equal rights and privileges with respect to this Plan or within any separate offering under the Plan so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423 or any successor provision of the Code, without further act or amendment by the Company, the Committee or the Board, shall be reformed to comply with the requirements of Section 423. This Section 14(b) shall take precedence over all other provisions in this Plan.

SECTION 15. No Right to Employment.

The granting of an Option under the Plan shall impose no obligation on the Company or any Subsidiary to continue the employment of a Participant and shall not lessen or affect the Company’s or Subsidiary’s right to terminate the employment of such Participant.

SECTION 16. Amendment or Termination of the Plan.

(a)The Plan shall continue until the earliest to occur of the following: (i) termination of the Plan by the Board, (ii) issuance of all of the Shares reserved for issuance under the Plan or (iii) the tenth anniversary of the restated effective date of the Plan (as determined under Section 20).

(b)The Committee may amend, alter or discontinue the Plan or any portion thereof at any time, provided that no amendment, alteration or discontinuation shall be made (x) without the approval of the stockholders of the Company if such amendment, alteration or discontinuation would (except as is provided in Section 12) increase the total number of Shares reserved for purposes of the Plan or as otherwise required by applicable laws or regulations, or (y) without the consent of a Participant, such amendment, alteration or discontinuation would materially diminish any of the rights or obligations under any Option theretofore granted to such Participant under the Plan.

(c)Notwithstanding clause (y) of Section 16(b), the Committee may limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld or contributed in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the administration of the Plan, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from the Participant’s base salary and other eligible compensation (if any), and establish such other limitations or procedures as the Committee determines in its sole discretion advisable which are consistent with the Plan.

(d)Notwithstanding clause (y) of Section 16(b), the Committee may amend or terminate the Plan, including with respect to any Offering Periods then in effect, without consent of the Participants in such manner as it deems necessary to permit the granting of Options meeting the requirements of the Code or other applicable laws or in the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences for the Company.

(e)Notwithstanding clause (y) of Section 16(b), the Committee shall have the power to change the duration and timing of Offering Periods (both before and after any Offering Period has commenced) and Purchase Periods. In no event, however, will any such Offering Period be longer than twenty-seven (27) months.

SECTION 17. Taxes.

At all relevant times (including when the Shares are purchased, or at the time some or all of the Shares issued under the Plan are disposed of), the Participant must make adequate provision for the Company’s foreign, federal, state or other tax withholding obligations, if any, which arise. At any time, the Company, may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Shares by the Participant. The Company shall not be required to issue any Shares under this Plan until all withholding obligations are satisfied to the Company’s satisfaction. Each U.S. taxpayer Participant shall notify the Company in writing if the Participant disposes of any of the Shares during the period within two (2) years from the Enrollment Date or within one (1) year from the Purchase Date on which such Shares were purchased. During this period, the Company may, at any time, place a legend or legends on any certificate representing Shares acquired pursuant to this Plan requesting the Company’s transfer agent to notify the Company of any transfer of the Shares. The obligation of the Participant to provide such notice shall continue notwithstanding the placement of any such legend on the certificates.

SECTION 18. Code Section 409A

(a)Options granted under the Plan generally are exempt from the application of Section 409A of the Code. However, Options granted to U.S. taxpayer Participants that are not intended to meet the requirements of Section 423 of the Code are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. Subject to clause (b) below, Options granted to U.S. taxpayer Participants outside of the requirements of Section 423 of the Code shall be subject to such terms and conditions that will permit such Options to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the Shares subject to an Option be delivered within the short-term deferral period. Subject to clause (b) below, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Committee determines that an Option or the exercise, payment, settlement or deferral thereof is subject to Section 409A of the Code, the Option shall be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued at any time in the future. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if the Option that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto.

(b)Although the Company may endeavor to (i) qualify an Option for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including clause (a) above. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.

SECTION 19. Governing Law.

The Plan shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws.

SECTION 20. Effectiveness of the Plan.

The restated effective date of the Plan shall be as determined by the Board, subject to stockholder approval.

Callidus Software Inc.

Employee Stock Purchase Plan - U.S. Enrollment/Change Authorization Form

EMPLOYEE INFORMATION

Employee Name:
	Last	First	M.I.
Home Address:
Street
City, State, Zip Code
Country
US Social Security/
Taxpayer ID Number:		Department:

NEW ENROLLMENT

I hereby elect to participate in the Callidus Software Inc. (“Callidus”) Employee Stock Purchase Plan (“Plan”) and subscribe to purchase shares of Callidus common stock in accordance with this Enrollment/Change Authorization Form (“Form”) and the Plan. My participation is subject to the terms of the Plan, a copy of which I have received. I hereby authorize payroll deductions from each paycheck in the percentage of my base salary as shown below, up to 15%. I understand that my payroll deductions will be accumulated without interest for the purchase of shares of Callidus common stock. The purchase price per share will be 85% of the fair market value of the stock on either (1) the first day of an Offering Period, or (2) the last day of a Purchase Period, whichever is lower. I acknowledge that I have read the Plan and understand that the terms of the Plan may be changed by the Board of Directors or a subcommittee thereof at any time as set forth in the Plan. My participation will continue as long as I remain eligible unless I withdraw by submitting a new Form.

Amount to be deducted: % (must be between 1% and 15%, in 1% increments)

New enrollments will be effective as of the first February 16 or August 16 following Callidus’ receipt of your completed Form.

PAYROLL DEDUCTION CHANGE

Increase deduction to :	%	Increases to deduction percentages are effective only for new Offering Periods and only as of an Enrollment Date (the first trading day after February 15 or August 15) following Callidus’ receipt of your completed Form (deductions must be in whole percentages between 1% and 15%).
Decrease deduction to:	%	Decreases to deduction percentages are effective as of the first payroll period following Callidus’ receipt of your completed Form (“Decrease Date”). Deductions must be in whole percentages between 1% and 15%, except that a decrease to 0% may be made once during any Purchase Period without withdrawing from an Offering Period. If you elect to decrease your deduction to 0%, your contributions prior to the Decrease Date will be used to purchase shares on the next Purchase Date, AND you must timely submit a new Form to enroll in future Offering Periods at the new subscription price for the subsequent Offering Period.

WITHDRAWAL FROM THE PLAN

I wish to withdraw from the Plan effective the first payroll period following Callidus’ receipt of this completed Form and have my unused payroll deductions refunded to me. I understand that I will not be entitled to purchase shares on the next exercise date. If I re-enroll in the Plan for a subsequent Offering Period, a new subscription price will be determined during the subsequent Offering Period.

DIRECT DEPOSIT

I hereby authorize and instruct Callidus to deposit my Plan shares to my account with the broker chosen by Callidus to administer the Plan shares and I consent to Callidus communicating with this broker regarding the disposition of my Plan shares. The broker

may record telephone calls to monitor the quality of service I receive and to verify securities transaction information. I certify under penalty of perjury that: (1) the number shown on this Form is my correct taxpayer identification number, and (2) I am not subject to backup withholding either because I have not been notified that I am subject to backup withholding as a result of a failure to report all interest and dividends, or the U.S. Internal Revenue Service has notified me that I am no longer subject to backup withholding.

SEVERABILITY

The provisions of this Form are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

SIGNATURE
	Employee Signature:	Date:

Callidus Software Inc.

Employee Stock Purchase Plan - International Enrollment/Change Authorization Form

EMPLOYEE INFORMATION

Employee Name:
	Last	First	M.I.
Home Address:
Street
City, State, Zip Code
Country
National Insurance/
Taxpayer ID Number:		Department:

NEW ENROLLMENT

I hereby elect to participate in the Callidus Software Inc. (“Callidus”) Employee Stock Purchase Plan (“Plan”) and subscribe to purchase shares of Callidus common stock in accordance with this Enrollment/Change Authorization Form (“Form”) and the Plan. My participation is subject to the terms of the Plan, a copy of which I have received. I hereby authorize payroll deductions from each paycheck in the percentage of my base salary as shown below, up to 15%. I understand that my payroll deductions will be accumulated without interest for the purchase of shares of Callidus common stock. The purchase price per share will be 85% of the fair market value of the stock on either (1) the first day of an Offering Period, or (2) the last day of a Purchase Period, whichever is lower. I acknowledge that I have read the Plan and understand that the terms of the Plan may be changed by the Board of Directors or a subcommittee thereof at any time as provided for in the Plan. My participation will continue as long as I remain eligible unless I withdraw by submitting a new Form.

Amount to be deducted: % (must be between 1% and 15%, in 1% increments)

New enrollments will be effective as of the first February 16 or August 16 following Callidus’ receipt of your completed Form.

PAYROLL DEDUCTION CHANGE

Increase deduction to :	%	Increases to deduction percentages are effective only for new Offering Periods and only as of an Enrollment Date (the first trading day after February 15 or August 15) following Callidus’ receipt of your completed Form (deductions must be in whole percentages between 1% and 15%).
Decrease deduction to:	%	Decreases to deduction percentages are effective as of the first payroll period following Callidus’ receipt of your completed Form (“Decrease Date”). Deductions must be in whole percentages between 1% and 15%, except that a decrease to 0% may be made once during any Purchase Period without withdrawing from an Offering Period. If you elect to decrease your deduction to 0%, your contributions prior to the Decrease Date will be used to purchase shares on the next Purchase Date, AND you must timely submit a new Form to enroll in future Offering Periods at the new subscription price for the subsequent Offering Period.

WITHDRAWAL FROM THE PLAN

I wish to withdraw from the Plan effective the first payroll period following Callidus’ receipt of this completed Form and have my unused payroll deductions refunded to me. I understand that I will not be entitled to purchase shares on the next exercise date. If I re-enroll in the Plan for a subsequent Offering Period, a new subscription price will be determined during the subsequent Offering Period.

NATURE OF OPTION

By enrolling and participating in the Plan, I acknowledge, understand and agree that:

• the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan, and I am voluntarily participating in the Plan;

• my right to participate in the Plan is voluntary and occasional and does not create any contractual or other right to receive future rights to purchase Shares;

• my participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, my employer or the Participating Subsidiary and shall not interfere with the ability of the Company, my employer or any Participating Subsidiary to terminate my employment relationship (if any);

• the Plan and the Shares subject to the Plan are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

• no claim or entitlement to compensation or damages shall arise from forfeiture of the Option under the Plan resulting from termination of my employment with the Company or my employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any) and in consideration of the grant of the Option and the issuance of Shares under the Plan to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Company, its Participating Subsidiaries or my employer, and waive my ability, if any, to bring any such claim, and release the Company, its Participating Subsidiaries and my employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, I shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

• in the event of termination of my employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any), unless otherwise provided in the Plan or determined by the Company, my right to participate in the Plan and my Option to purchase Shares, if any, will terminate effective as of the date I cease to actively provide services and will not be extended by any notice period (e.g., employment would not include any contractual notice or any period of “garden leave” or similar period that may be mandated under employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any); the Committee shall have exclusive discretion to determine when I am no longer actively employed, subject to the provisions of the Plan.

DATA PRIVACY

I hereby consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Form and any other Plan participation materials (“Data”) by and among, as applicable, the Company and its Subsidiaries and my employer (if different) for the exclusive purpose of implementing, administering and managing my participation in the Plan.

I understand that the Company and my employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options under the Plan or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested, or outstanding in my favor, for the exclusive purpose of implementing, administering and managing the Plan.

I understand that Data will be transferred to E*Trade or such other Plan service provider as may be selected by the Company in the future, which is assisting the Company, with the implementation, administration and management of the Plan. I understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than my country. I understand that if I reside outside the United States, I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the Company, E*Trade and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that if I reside outside the United States I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment status or service and career with my employer

will not be adversely affected; the only adverse consequence of refusing or withdrawing my consent is that the Company would not be able to grant me the Option to purchase Shares under the Plan or other equity awards or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.

DIRECT DEPOSIT

I hereby authorize and instruct Callidus to deposit my Plan shares to my account with the broker chosen by Callidus to administer the Plan shares and I consent to Callidus communicating with this broker regarding the disposition of my Plan shares. The broker may record telephone calls to monitor the quality of service I receive and to verify securities transaction information. I certify under penalty of perjury that: (1) the number shown on this Form is my correct national insurance/taxpayer identification number, and (2) I am not subject to backup withholding either because I have not been notified that I am subject to backup withholding as a result of a failure to report all interest and dividends, or the U.S. Internal Revenue Service has notified me that I am no longer subject to backup withholding.

SEVERABILITY

The provisions of this Form are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

SIGNATURE
	Employee Signature:	Date:

EX-10.13

Exhibit 10.13

[FORM OF PERFORMANCE-BASED STOCK OPTION AGREEMENT]

CALLIDUS SOFTWARE, INC.

2003 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

I.    NOTICE OF STOCK OPTION GRANT

[Name]

[Address]

The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Grant Number

Date of Grant

Vesting Commencement Date

Exercise Price per Share

Total Number of Shares Granted

Total Exercise Price

Type of Option

Term Expiration Date

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

Grants will vest 100% three years from the date of grant. Vesting will accelerate in accordance with the table below at the end of any 22 consecutive trading periods (i.e. on the 23rd day) in which:

(i) The average closing price during that 22 consecutive day period is equal to or exceeds the Target Stock Price listed below: and

(ii) The closing stock price for at least 15 trading days within the 22-day consecutive period is equal to or exceeds the Target Stock Price.

Target Stock Price $5/share - 20% cumulatively vested

Target Stock Price $8/share - 40% cumulatively vested

Target Stock Price $11/share - 60% cumulatively vested

Target Stock Price $13/share - 80% cumulatively vested

Target Stock price $16/share – 100% cumulatively vested

Termination Period:

This Option shall be exercisable for 90 days after Optionee ceases to be a Service Provider. Upon Optionee’s death or disability, this Option may be exercised for such longer period as provided in the Plan. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.

II.AGREEMENT

1.  Grant of Option. The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

2.  Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price. The Administrator shall require payment of any amount the Company may determine to be necessary to withhold for taxes as a result of the exercise of an award. In the absence of any other arrangement, Optionee agrees that the Company shall be entitled to withhold from any payments to be made by the Company to Optionee an amount equal to such withholding obligations.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

3. Lock-Up Period. Optionee hereby agrees that, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, Optionee shall not sell or otherwise transfer any Shares or other securities of the Company during the 180-day period (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) following the effective date of a registration statement of the Company filed under the Securities Act. Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

4. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a) cash or check;

(b) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

(c) surrender of other Shares which, (i) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

5.  Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

7.  Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

8.  Entire Agreement Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws but not the choice of law rules of the State of California.

9.  No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

OPTIONEE:	CALLIDUS SOFTWARE, INC.
Signature	By
	Title
Residence Address

EX-10.15

Exhibit 10.15

CALLIDUS SOFTWARE INC.

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (the “Agreement”), is made and entered into between CALLIDUS SOFTWARE INC., a Delaware corporation (the “Company”) and MICHAEL GRAVES (“Recipient”) residing at the above address. This award is granted as an “inducement grant” under Nasdaq rules and is therefore being granted outside the Company’s 2003 Stock Incentive Plan (as amended, the “Plan”). However, for convenience, reference is made in this Agreement to certain provisions of the Plan, and terms used but not defined herein have the meaning set forth in the Plan.

1.       Notice of Grant

Recipient has been granted shares of Common Stock of the Company (the “Restricted Shares”), subject to the terms and conditions of this Agreement, as follows:

Grant Number	2,318
Date of Grant	February 28, 2007
Total Number of Shares Granted	13,000

2.      Vesting Schedule

(a)    The Restricted Shares shall become vested and non-forfeitable on February 28, 2008, subject to Recipient’s continuing to be a Service Provider on such date.

(b)    If Recipient’s service as a Service Provider terminates, then all Restricted Shares that have not vested on or before the date of termination of employment shall automatically be forfeited to the Company and all of Recipient’s rights with respect thereto shall cease immediately upon termination.

3.       Tax Treatment. Any withholding tax liabilities incurred in connection with the Restricted Shares becoming vested and non-forfeitable or otherwise incurred in connection with the Restricted Shares shall be satisfied (i) by either (x) Recipient paying to the Company in cash or by check an amount equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law within one business day of the day the tax event arises, (y) if allowed by the Administrator, the Company withholding a portion of the Restricted Shares that have vested and become non-forfeitable having a fair market value approximately equal to the minimum amount of taxes that the Company concludes it is required to withhold under applicable law, or (z) as otherwise mutually agreed upon Recipient and the Company, and (ii) with respect to any cash dividend or other distribution hereunder, by deducting therefrom the minimum amount of taxes required to be withheld by the Company under applicable law. Notwithstanding the foregoing, Recipient acknowledges and agrees that he is responsible for all taxes that arise in connection with the Restricted Shares becoming vested and non-forfeitable or otherwise incurred in connection with the Restricted Shares.

4.       Restrictions on Transfer. Recipient may not sell, transfer, pledge or otherwise dispose of any of the Restricted Shares until after the applicable shares have become vested and non-forfeitable on the schedule set forth above. Recipient further agrees not to sell, transfer or otherwise dispose of any shares at a time when applicable laws or Company policies prohibit a sale, transfer or other disposition. Recipient agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent. The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Shares shall have been so transferred.

5.       Stock Certificates. Certificates evidencing the Restricted Shares shall be issued by the Company and registered in the name of Recipient on the stock transfer books of the Company. Unless otherwise determined by the Administrator, such certificates shall remain in the physical custody of the Company or its designee at all times until the applicable shares have become vested and non-forfeitable.

6.       Stockholder Rights. Recipient will have the same voting and other rights as the Company’s other stockholders with respect to each Restricted Share until or unless such Restricted Share is forfeited pursuant to Section 2 hereof. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Restricted Shares will be adjusted accordingly and will be subject to forfeiture pursuant to Section 2 hereof and the same restrictions as the existing Restricted Shares. In the event of a cash dividend or other distribution, such dividend or distribution will be subject to forfeiture pursuant to Section 2 hereof and, at the discretion of the Administrator (as defined in the Plan), the other restrictions contained herein.

7.       Representations and Acknowledgments of Recipient.

(a)    Recipient acknowledges that the Company has made available copies of its annual report for the year ended December 31, 2006, and its most recent quarterly report. Recipient acknowledges that he or she has had an opportunity to ask questions of, and receive answers from, the Company regarding the terms and conditions of the issuance of the Restricted Shares.

(b)    Recipient represents that he or she is able, without impairing his or her financial condition, to hold the Restricted Shares for an indefinite period and to suffer a complete loss of the value of the Restricted Shares. Recipient understands the risk that the price at which Recipient disposes of the Restricted Shares, if any, will be less than the amount of taxes withheld with respect to the Restricted Shares.

8.       Spousal Consent. As a condition to the Company’s obligations under this Agreement, the spouse of the Recipient shall execute and deliver to the Company the Consent of Spouse attached hereto as Schedule 1.

9.       Retention Rights. The Restricted Shares and this Agreement do not give Recipient the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate Recipient’s service at any time, with or without cause.

10.       Adjustments. In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this Agreement may be adjusted pursuant to the Plan.

11.       Incorporation of Plan. This Option shall be subject to the authority of the Administrator as set forth in Section 4(b) of the Plan and shall be subject to Sections 13, 14 and 15 of the Plan, which are incorporated herein by reference.

12.       Applicable Law. This Agreement will be interpreted and enforced under the laws of the State of California (without regard to their choice-of-law provisions).

13.       The Plan and Other Agreements. The text of the Plan is incorporated in this Agreement by reference.

This Agreement and the Plan constitute the entire understanding between Recipient and the Company regarding this Agreement. Any prior agreements, commitments or negotiations concerning the Restricted Shares are superseded. This Agreement may be amended only by another written agreement, signed by both parties.

Recipient hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement. Recipient further agrees to notify the Company upon any change in the residence address indicated below.

RECIPIENT:	CALLIDUS SOFTWARE, INC.
/s/ Michael Graves	By:	/s/ V. Holly Albert
Signature		V. Holly Albert, SVP and General Counsel
Michael Graves
Print Name	June 27, 2007

Schedule 1

CONSENT OF SPOUSE

I, Megan M. Graves, spouse of Michael Graves, have read and approve the foregoing Agreement. In consideration of granting of the shares of Callidus Software Inc., as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Signature:     /s/M M Graves

Date:     6/27/2007                  

EX-10.16

Exhibit 10.16

November 20, 2007 Amendment to November 1, 2005 Offer Letter between Callidus Software and Leslie Stretch

Effective December 1, 2007, as authorized by the Board of Directors on November 19, 2007, you will be promoted to the position of President and Chief Executive Officer of Callidus Software Inc., and your offer letter dated November 1, 2005  (“Offer Letter”) is hereby amended effective on your assumption of such position to reflect your new position, as well as the following new compensation and terms:

Starting December 1, 2007, your annualized base salary will be raised to $350,000.  Your annual target bonus opportunity will be 100% of your base salary.

For the second half of fiscal 2007, 5/6 of the bonus shall be based on prior compensation and plan, and 1/6 of bonus shall be based on new CEO compensation and plan.

On November 30, 2007, you will be granted 400,000 non-qualified stock options, with vesting over four years and an exercise price equal to the fair market value of our common stock on the grant date.

Your severance amount upon an involuntary termination without cause, subject to you signing a full release, is also hereby modified to be the following severance in lieu of the amounts set forth in the Offer Letter:

(i) One year of your base salary and target bonus, which shall be paid no later than March 15 of the year following the year of your termination.

(ii) If you elect to continue your medical coverage under COBRA, the Company shall pay for such coverage, at the same cost to you as before the termination of employment, until the end of the 12-month period after the date of termination of employment.

Sincerely,

CALLIDUS SOFTWARE INC.

/s/ V. Holly Albert

By: V. Holly Albert, Senior Vice President and General Counsel

Accepted:

Leslie J. Stretch

Leslie J. Stretch

Date: November 20, 2007

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF CALLIDUS SOFTWARE INC.

6FigureJobs.com, Inc.	United States
Actek Inc.	United States
Callidus Software (Canada) Inc.	Canada
Callidus Software (Singapore) Pte. Ltd.	Singapore
Callidus Software GmbH	Germany
Callidus Software Hong Kong Ltd.	Hong Kong
Callidus Software Ltd.	United Kingdom
Callidus Software Pty. Ltd	Australia
CallidusCloud (India) Pvt. Ltd.	India
CallidusCloud (Malaysia) Sdn. Bhd.	Malaysia
CallidusCloud Mexico, S. de R.L. de C.V.	Mexico
ForceLogix, Inc.	United States
iCentera, Inc.	United States
LeadFormix, Inc.	United States
LeadRocket, Inc.	United States
Litmos Limited	New Zealand
Outerjoin, Inc.	United States
Rapid Intake, Inc.	United States
Webcom d.o.o.	Serbia
Webcom, Inc.	United States

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Callidus Software, Inc.:

We consent to the incorporation by reference in the registration statement (Nos. 333-190475, 333-189416, 333-183164, 333-176120, 333-168643, 333-161162, 333-152933, 333-145010, 333-138721, 333-127698, 333-117542, and 333-110757) on Form S-8 of Callidus Software, Inc. of our report dated March 10, 2014, with respect to the consolidated balance sheets of Callidus Software, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive loss, stockholders’ equity, and cash flows, for each of the years in the three-year period ended December 31, 2013, and the effectiveness of internal control over financial reporting as of December 31, 2013, which report appears in the December 31, 2013 annual report on Form 10‑K of Callidus Software, Inc. and subsidiaries.

/s/ KPMG LLP

Santa Clara, California

March 10, 2014

EX-31.1

EXHIBIT 31.1

302 CERTIFICATION

I, Leslie J. Stretch, certify that:

1. I have reviewed this annual report of Callidus Software Inc. on Form 10-K;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2014
	/s/ LESLIE J. STRETCH
	Leslie J. Stretch
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

302 CERTIFICATION

I, Bob L. Corey, certify that:

1. I have reviewed this annual report of Callidus Software Inc. on Form 10-K;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2014
	/s/ BOB L. COREY
	Bob L. Corey
	Senior Vice President, Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

906 CERTIFICATION

The certification set forth below is being submitted in connection with this quarterly report of Callidus Software Inc. on Form 10-K (the Report) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the Exchange Act) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Leslie J. Stretch, the Chief Executive Officer, and Bob L. Corey, the Chief Financial Officer, of Callidus Software Inc., each certifies that, to the best of his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Callidus Software Inc.

The foregoing certifications are not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act, as amended, or otherwise subject to the liabilities of such Section, and are not to be incorporated by reference into any filing of Callidus Software Inc. under the Securities Act of 1933, as amended, or the Exchange Act, as amended (whether made before, on, or after the date of this Report), irrespective of any general incorporation language contained in such filing.

Date: March 10, 2014
	/s/ LESLIE J. STRETCH
	Leslie J. Stretch
	President and Chief Executive Officer
	(Principal Executive Officer)
	/s/ BOB L. COREY
	Bob L. Corey
	Senior Vice President, Chief Financial Officer
	(Principal Financial Officer)

XML

The Company and Significant Accounting Policies (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Prepaid and other current assets and deposits and other assets
Restricted cash included in deposits and other assets	$ 500,000	$ 600,000
Amortization period of capitalized computer software	3 years
Capitalized configuration costs	500,000	463,000
Remaining unamortized costs	100,000	200,000
Deferred costs included in prepaid and other current assets	$ 3,400,000	$ 3,000,000
Minimum
Property and Equipment, net
Estimated useful life of property and equipment	3 years
Maximum
Property and Equipment, net
Estimated useful life of property and equipment	5 years

XML

Contractual Obligations, Commitments and Contingencies (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Convertible notes, Principal	Dec. 31, 2013 Convertible notes, Interest	Dec. 31, 2013 Unconditional purchase commitments	Dec. 31, 2013 Operating lease commitments	Dec. 31, 2013 Capital lease obligations	Dec. 31, 2013 Term note, Principal	Dec. 31, 2013 Term note, Interest	Jan. 31, 2014 Term note
Contractual cash obligations
2014					$ 674,000	$ 1,325,000	$ 2,126,000	$ 1,005,000	$ 568,000	$ 33,000
2015					674,000	848,000	1,958,000	1,125,000	620,000	28,000
2016				14,197,000	281,000	223,000	1,702,000	224,000	620,000	20,000
2017						0	944,000		620,000	13,000
2018							285,000		620,000	5,000
2019 and beyond									52,000
Future minimum payments				14,197,000	1,629,000	2,396,000	7,015,000	2,354,000	3,100,000	99,000
Less: amount representing interest								(59,000)
Present value of capital lease obligations								2,295,000
Long-term Debt											3,100,000
Accrued Rent	800,000	1,000,000
Operating lease rent expense	1,900,000	1,500,000	1,500,000
Restricted cash	$ 500,000	$ 600,000

XML

Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Financial instruments
Cash and cash equivalents	$ 28,295	$ 16,400	$ 17,383	$ 12,830
Amortized Cost		12,761
Cash
Financial instruments
Cash and cash equivalents	21,989	13,062
Estimated Fair Value	21,989	13,062
Cash equivalents
Financial instruments
Cash and cash equivalents	6,306	3,338
Estimated Fair Value	6,306	3,338
Money market funds
Financial instruments
Cash and cash equivalents	6,306	3,338
Estimated Fair Value	6,306	3,338
Cash and cash equivalents
Financial instruments
Cash and cash equivalents	28,295	16,400
Estimated Fair Value	28,295	16,400
Short-term investments
Financial instruments
Amortized Cost	7,866	12,761
Gross Unrealized Gains	0	10
Gross Unrealized Losses	0	0
Total	7,866	12,771
U.S. Treasury bills
Financial instruments
Amortized Cost		1,000
Gross Unrealized Gains		0
Gross Unrealized Losses		0
Total		1,000
U.S. government and agency obligations
Financial instruments
Amortized Cost	6,115	5,700
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Total	6,115	5,700
Corporate notes and obligations
Financial instruments
Amortized Cost	1,751	6,061
Gross Unrealized Gains	0	10
Gross Unrealized Losses	0	0
Total	$ 1,751	$ 6,071

XML

Contractual Obligations, Commitments and Contingencies (Details 2) (USD $)	12 Months Ended			0 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended			12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Oct. 03, 2011 Webcom	Dec. 31, 2013 Webcom	Dec. 31, 2012 Webcom	Dec. 31, 2012 Webcom Accrued expenses	Jan. 31, 2012 LeadFormix	Dec. 31, 2013 LeadFormix	Jan. 03, 2012 LeadFormix	May 04, 2012 6FigureJobs.com, Inc.	Dec. 31, 2013 Xactly Corporation [Member]
Commitments and Contingencies
Cash paid for the acquisition										$ 9,000,000	$ 1,000,000
Indemnity holdback				1,600,000			1,000,000			1,500,000	300,000
Earn-out related contingent consideration				1,800,000
Indemnity holdback paid						600,000		1,300,000	1,300,000
Amount originally accrued under the earn-out condition				1,600,000
Probability of remaining balance under earn-out condition being payable (as a percent)				90.00%
Additional charge recognized under earn-out consideration					200,000
Litigation Settlement, Gross												2,000,000
Annual installment of legal settlement												500,000
Income from settlement and patent licensing	$ 500,000	$ 0	$ 0									$ 500,000

XML

Goodwill and Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Changes in intangible assets during the year
Cost		$ 33,493	$ 24,972
Balance at the beginning of the period, net	21,196	17,769
Additions	624	8,521
Amortization Expense	(4,825)	(5,094)	(3,485)
Balance at the end of the period, net	16,995	21,196	17,769
Developed technology
Changes in intangible assets during the year
Cost		20,576	15,179
Balance at the beginning of the period, net	12,384	10,626
Additions	611	5,397
Amortization Expense	(3,326)	(3,639)
Balance at the end of the period, net	9,669	12,384
Developed technology | Weighted average
Changes in intangible assets during the year
Amortization period	4 years 3 months 11 days	5 years 1 month 6 days
Customer relationships
Changes in intangible assets during the year
Cost		8,154	6,884
Balance at the beginning of the period, net	4,952	4,542
Additions	0	1,270
Amortization Expense	(876)	(860)
Balance at the end of the period, net	4,076	4,952
Customer relationships | Weighted average
Changes in intangible assets during the year
Amortization period	4 years 10 months 20 days	5 years 9 months 18 days
Tradenames
Changes in intangible assets during the year
Cost		1,522	1,202
Balance at the beginning of the period, net	1,040	942
Additions	0	320
Amortization Expense	(212)	(222)
Balance at the end of the period, net	828	1,040
Tradenames | Weighted average
Changes in intangible assets during the year
Amortization period	5 years 2 months 8 days	5 years 10 months 24 days
Favorable lease
Changes in intangible assets during the year
Cost		40	40
Balance at the beginning of the period, net	1	14
Additions	13
Amortization Expense	(14)	(13)
Balance at the end of the period, net	0	1
Patents and licenses
Changes in intangible assets during the year
Cost		3,059	1,525
Balance at the beginning of the period, net	2,744	1,522
Additions	0	1,534
Amortization Expense	(351)	(312)
Balance at the end of the period, net	2,393	2,744
Patents and licenses | Weighted average
Changes in intangible assets during the year
Amortization period	7 years 6 months 29 days	8 years 4 months 24 days
Other
Changes in intangible assets during the year
Cost		142	142
Balance at the beginning of the period, net	75	123
Amortization Expense	(46)	(48)
Balance at the end of the period, net	$ 29	$ 75
Other | Weighted average
Changes in intangible assets during the year
Amortization period	0 years 6 months	1 year 6 months

XML

Contractual Obligations, Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of non-cancelable long-term operating and capital lease obligations and unconditional purchase commitments

For each of the next five years and beyond, the Company has the following contractual obligations, long-term operating and capital lease obligations and unconditional purchase commitments (in thousands):

	Convertible notes				Term note (1)				Unconditional purchase commitments		Operating lease commitments		Capital lease obligations
	Principal		Interest		Principal		Interest
Year Ending December 31:
2014	$	—	$	674	$	568	$	33	$	1,325	$	2,126	$	1,005
2015	—		674		620		28		848		1,958		1,125
2016	14,197		281		620		20		223		1,702		224
2017	—		—		620		13		—		944		—
2018	—		—		620		5		—		285		—
2019 and beyond	—		—		52		—		—		—		—
Future minimum payments	$	14,197	$	1,629	$	3,100	$	99	$	2,396	$	7,015	2,354
Less: amount representing interest													(59		)
Present value of capital lease obligations													$	2,295

XML

Stock-Based Compensation (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock-based compensation
Stock-based compensation expense	$ 10,395,000	$ 13,655,000	$ 12,283,000
Stock-based compensation related to acquisition	0	0	42,000
Actek, Inc.
Stock-based compensation
Stock-based compensation related to acquisition	0	0	42,000
Options
Stock-based compensation
Stock-based compensation expense	866,000	838,000	1,171,000
Unrecognized compensation expense, stock options	2,600,000
Weighted average recognition period	3 years 4 months 2 days
Restricted Stock Units
Stock-based compensation
Unrecognized compensation expense, share-based awards other than options	5,800,000
Weighted average recognition period	1 year 4 months 7 days
Performance Awards
Stock-based compensation
Stock-based compensation expense	1,097,000	444,000	665,000
Non-performance Awards
Stock-based compensation
Stock-based compensation expense	7,835,000	11,571,000	10,173,000
ESPP
Stock-based compensation
Stock-based compensation expense	597,000	802,000	232,000
Unrecognized compensation expense, share-based awards other than options	$ 300,000
Weighted average recognition period	0 years 7 months 6 days

XML

The Company and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of Callidus Software, Inc. and its wholly-owned subsidiaries (collectively, the Company), which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Malaysia, Mexico, New Zealand, Serbia, Singapore and the United Kingdom. All intercompany transactions and balances have been eliminated in the consolidation.

Use of Estimates

Use of Estimates

Preparation of the consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (SEC) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Estimates are used for, but not limited to, the allocation of the value of purchase consideration for business acquisitions, uncertain tax liabilities, allowances for doubtful accounts, the useful lives of fixed assets and intangible assets, goodwill and intangible asset impairments, stock-based compensation forfeiture rates, accrued liabilities and other contingencies. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates such estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such evaluation. Illiquid credit markets, volatile equity and foreign currency markets and declines in IT spending by companies have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates. Changes in those estimates, if any, resulting from continuing changes in the economic environment, will be reflected in the consolidated financial statements in future periods.

Foreign Currency Translation

Foreign Currency Translation

The functional currencies of the Company's foreign subsidiaries are their respective local currencies. Accordingly, the foreign currencies are translated into U.S. dollars using exchange rates in effect at period end for assets and liabilities and average rates during each reporting period for the results of operations. Adjustments resulting from the translation of the financial statements of the foreign subsidiaries are reported as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in interest and other income (expense), net in the accompanying consolidated statements of comprehensive loss.

Cash and Cash Equivalents and Investments

Cash and Cash Equivalents and Investments

The Company considers all highly liquid instruments with an original maturity on the date of purchase of three months or less to be cash equivalents. Cash equivalents as of December 31, 2013 and 2012 consisted of money market funds. The Company determines the appropriate classification of investment securities at the time of purchase and re-evaluates such designation as of each balance sheet date. As of December 31, 2013 and 2012, all investment securities were designated as "available-for-sale". The Company considers available-for-sale securities that have a maturity date longer than three months to be short-term investments, including those investments with a maturity date of longer than one year that are highly liquid and for which the Company does not have a positive intent to hold to maturity. These securities are carried at estimated fair value based on quoted market prices or other readily available market information, with the unrealized gains and losses included in other comprehensive income (loss). Recognized gains and losses are included in the consolidated statement of comprehensive loss. When the Company has determined that an other-than-temporary decline in fair value has occurred, the amount of the decline is recognized in earnings. Gains and losses are determined using the specific identification method.

Fair Value of Financial Instruments and Concentrations of Credit Risk

Fair Value of Financial Instruments and Concentrations of Credit Risk

The fair value of certain of the Company's financial instruments that are not measured at fair value, including , accounts receivable and accounts payable, approximates the carrying amount due to their short maturity. The fair value of the Company's Convertible Notes is disclosed in Note 8 and was determined using the quoted market price. See Note 6 for discussion regarding the valuation of the Company's investments. Financial instruments that potentially subject the Company to concentrations of credit risk are short-term investments and trade receivables. The Company mitigates concentration of risk by monitoring the risk profiles of all bank counterparties on at least a quarterly basis. Based on the Company's on-going assessment of counterparty risk, the Company will adjust its exposure to various counterparties.

The Company's customer base consists of businesses throughout the Americas, Europe, Middle East, Africa and Asia-Pacific. The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. As of December 31, 2013 and 2012, the Company had no customers comprising greater than 10% of net accounts receivable or total revenue. Refer to Note 16 for information regarding revenue by geographic areas.

Allowance for doubtful accounts and service remediation reserve

Allowance for doubtful accounts

The Company reduces gross trade accounts receivable with its allowance for doubtful accounts. The allowance for doubtful accounts is the Company's estimate of the amount of probable credit losses in existing accounts receivable. Management analyzes accounts receivable and historical bad debt experience, customer creditworthiness, current economic trends and changes in customer payment history when evaluating the adequacy of the allowance for doubtful accounts. Provisions to the allowance for doubtful accounts are recorded in general and administrative expenses.

Below is a summary of the changes in the Company's allowance for doubtful accounts for 2013, 2012 and 2011 (in thousands):

	Balance at Beginning of Period		(Benefit) Provision Net of Recoveries			Write-offs			Balance at End of Period
Allowance for doubtful accounts
Year ended December 31, 2013	$	481	$	830		$	(661	)	$	650
Year ended December 31, 2012	225		434			(178		)	481
Year ended December 31, 2011	366		(8		)	(133		)	225

Property and Equipment, net

Property and Equipment, net

Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are amortized over the lesser of the assets' estimated useful lives or the related lease terms. Expenditures for maintenance and repairs are expensed as incurred. Cost and accumulated depreciation of assets sold or retired are removed from the respective property accounts and any resulting gain or loss is reflected in the consolidated statements of comprehensive loss.

Prepaid and other current assets and deposits and other assets

Prepaid and other current assets and deposits and other assets

Included in deposits and other assets in the consolidated balance sheets at December 31, 2013 and 2012 is restricted cash totaling $0.5 million and $0.6 million, respectively, related to security deposits on leased facilities for the Company's New York, New York and Pleasanton, California offices, and a customer letter of credit. The restricted cash represents investments in certificates of deposit required by landlords to meet security deposit requirements for the leased facilities. Restricted cash is included in prepaid and other current assets and deposits and other assets based on the contractual term for the release of the restriction.

Also included in the prepaid and other current assets and deposits and other assets is certain costs related to configuring and implementing hosted third-party software applications that the Company uses to operate its business. These configuration costs are recorded as an asset as the Company has determined that they have probable future economic benefit and are being amortized over their useful life of three years. As of December 31, 2013 and 2012, the Company capitalized configuration costs of $0.5 million; and had remaining unamortized costs of $0.1 million and $0.2 million as of December 31, 2013 and 2012, respectively. These costs do not include such items as, the cost of training, business process reengineering, and data migration, which are expensed as incurred.

Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments

Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations accounted for using the purchase method of accounting. Goodwill is not amortized, but instead goodwill is required to be tested for impairment annually and under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The Company conducts a two-step test for impairment of goodwill. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. If the fair value of a reporting unit is less than the reporting unit's carrying value, the Company will perform the second step of the test for impairment of goodwill. During the second step of the test for impairment of goodwill, the Company will compare the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. The Company has one reporting unit and evaluates goodwill for impairment at the entity level. Based upon the results of the step one testing, the Company concluded that no impairment existed as December 31, 2013, and did not perform the second step of the goodwill impairment test.

Intangible assets with finite lives are amortized over their estimated useful lives of one to twelve years. Generally, amortization is based on the higher of a straight-line method or the pattern in which the economic benefits of the intangible asset will be consumed. There was no impairment expense related to intangible assets during, the years ended December 31, 2013, 2012 and 2011.

The Company also evaluates the recoverability of its long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairment charges recorded during the years ended December 31, 2013, 2012 and 2011.

Business Combinations

Business Combinations

The Company recognizes assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

In addition, uncertainties in income tax and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company continues to gather information and evaluates these items and records any adjustments to the Company’s preliminary estimates to goodwill when the Company is within the measurement period. Subsequent to the measurement period, changes to these income tax uncertainties and tax related valuation allowances will affect the Company’s provision for income taxes in the Company’s consolidated statements of operations.

Restructuring Expenses

Restructuring Expenses

Restructuring expenses are comprised primarily of employee termination costs related to headcount reductions, costs related to properties abandoned in connection with facilities consolidation including estimated losses related to excess facilities based upon our contractual obligations net of estimated sublease income and related write-downs of leasehold improvements. We reassess the liability for excess facilities periodically based on market conditions.

Research and Development

Research and Development

The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of expenses for research and development staff, the cost of certain third-party service providers and allocated overhead.

Stock-Based Compensation

Stock-Based Compensation

The Company measures and recognizes compensation expense for stock-based awards made to employees and directors including employee stock options and employee stock purchases under the Company's Employee Stock Purchase Plan ("ESPP") based on estimated fair values on the date of grant using the Black-Scholes option pricing model. Stock-based compensation expense for restricted stock units ("RSU"), relating to both performance and service-based awards, is estimated based on the market value of the Company's stock on the date of grant. The fair value of the performance award assumes that performance goals will be achieved. If such goals are not met, no compensation cost is recognized and any recognized compensation cost is reversed. The value of serviced-based awards is recognized as expense on a straight-line basis over the requisite service periods and the value of performance awards is expensed on an accelerated basis in the Company's consolidated statements of comprehensive loss.

Income Taxes

Income Taxes

The Company is subject to income taxes in both the United States and foreign jurisdictions and the Company uses estimates in determining its provision for income taxes. This process involves estimating actual current tax assets and liabilities together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheets. Net deferred tax assets are recorded to the extent the Company believes that these assets will more likely than not be realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. With the exception of the net deferred tax assets of two of the Company's foreign subsidiaries, the Company maintained a full valuation allowance against its net deferred tax assets at December 31, 2013 because the Company believes that it is not more-likely-than-not that the gross deferred tax assets will be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance, in the event the Company were to determine that it would be able to realize our deferred tax assets in the future, an adjustment to the deferred tax assets would increase net income in the period such determination was made.

Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of accounting for uncertainty in income taxes and in subsequent periods. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense in the accompanying consolidated statement of comprehensive loss. Accrued interest and penalties are included in other liabilities.

Revenue Recognition

Revenue Recognition

            The Company generates revenue by providing its software applications as a service through on-demand subscription, perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

Recurring Revenue.    Recurring revenue, which includes SaaS revenue and maintenance revenue, are recognized as revenue ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customer purchasing subscriptions and receiving support for our on-premise solution. During 2013, we also recognized revenue associated with overages. Overages are a result of customers using our products in excess of contracted usage. These overages are primarily attributed to our SaaS products and were recorded in SaaS revenue. Revenue related to overages was immaterial for the year ended December 31, 2013.

           Service and Other Revenue.    Service and other revenue primarily consist of training, integration, and configuration services. Generally, the Company's professional services arrangements are on a time-and-materials basis. Time and material services are recognized as revenue as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional service arrangements, the Company recognizes revenue under the proportional performance method of accounting and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and other revenue also includes license revenue from perpetual licenses which are recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met.

            In certain arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria are satisfied. Reimbursements, including those related to travel and out-of-pocket expenses are included in services and other revenue, and an equivalent amount of reimbursable expenses is included in cost of services and other revenue.

In general, recurring revenue agreements are entered into for twelve to thirty-six months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration.

SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company’s historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments.

The Company commences revenue recognition when all of the following conditions are met:        

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fees are fixed or determinable; and    

• Collection of the fees is reasonably assured.

If we determine that any one of the four criteria is not met, we will defer recognition of revenue until all the criteria are met.

Multiple-deliverable arrangements with on-demand subscription.    For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in  Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)-Multiple-Deliverable Revenue Arrangements: The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements.

The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a standalone basis for on-demand services; average billing rate for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using the cost plus a reasonable mark-up to establish ESP for fixed fee service.

Multiple-deliverable arrangements with on-premise license.    For arrangements with multiple-deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, Software Revenue Recognition. Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company has established VSOE as a consistent number of standalone sales of this deliverable have been priced within a reasonably narrow range.

Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue.

Deferred Revenue

Deferred Revenue

Deferred revenue consists of invoicing and payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The Company generally invoices its customers annually, quarterly, or in monthly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding twelve month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue.

Cost of Revenues

Cost of Revenue

Cost of recurring revenue consists primarily of salaries, benefits, allocated overhead costs related to on-demand operations and technical support personnel, as well as allocated amortization of purchased technology. Cost of services revenue consists primarily of salaries, benefits, travel and allocated overhead costs related to consulting, training and other professional services personnel, including cost of services provided by third-party consultants engaged by the Company. Cost of license revenue consists primarily of amortization of purchased technology.

The deferred costs on the Company's consolidated balance sheets totaled $4.8 million and $3.8 million at December 31, 2013 and December 31, 2012, respectively. As of December 31, 2013 and 2012 $3.4 million and $3.0 million of the deferred costs are included in prepaid and other current assets with the remaining amounts included in deposits and other assets in the consolidated balance sheets. The deferred costs mainly represent commission payments to the Company's direct sales force for on-demand subscription and maintenance agreement, which the Company amortizes as sales and marketing expense over the non-cancellable term of the contract as the related revenue is recognized. The commission payments are a direct and incremental cost of the revenue arrangements.

Advertising Costs

Advertising Costs

The Company expenses advertising costs in the period incurred. Advertising expense was $227,000, $146,000, and $7,000 for 2013, 2012 and 2011, respectively.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Comprehensive income (loss) is the total of net income (loss), unrealized gains and losses on investments and foreign currency translation adjustments. Unrealized gains and losses on investments and foreign currency translation adjustment amounts are excluded from net loss and are reported in accumulated other comprehensive income (loss) in the accompanying consolidated financial statements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2013-11 ("ASU 2013-11"), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 requires an entity to present unrecognized tax benefits as a reduction of a deferred tax asset, except in certain circumstances. ASU 2013-11 is effective for fiscal years and interim periods beginning after December 31, 2013, and early adoption is permitted. Based upon a preliminary review of the guidance, the Company does not anticipate that adoption will have a significant impact on the Company’s condensed consolidated financial statements.

In February 2013, FASB issued Accounting Standards Update 2013-02 ("ASU 2013-02"), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires an entity to present either on the face of the statement where comprehensive income is presented or in the notes to the financial statements, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. ASU 2013-02 was effective for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02, which involves presentation and disclosures only, did not impact the Company’s condensed consolidated financial statements.

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Fair Value Measurements (Details) (Ongoing basis, USD $) In Thousands, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Total
Assets:
Fair value of assets	$ 14,172		$ 16,109
Liabilities:
Fair value of liabilities			1,750
Total | Contingent consideration
Liabilities:
Fair value of liabilities			1,750	[1]
Total | Money market funds
Assets:
Fair value of assets	6,306	[2]	3,338	[2]
Total | U.S. Treasury bills
Assets:
Fair value of assets			1,000	[3]
Total | Corporate notes and obligations
Assets:
Fair value of assets	6,115	[3]	6,071	[3]
Total | U.S. government and agency obligations
Assets:
Fair value of assets	1,751	[3]	5,700	[3]
Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Fair value of assets	6,306		4,338
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Assets:
Fair value of assets	6,306	[2]	3,338	[2]
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Treasury bills
Assets:
Fair value of assets			1,000	[3]
Significant Other Observable Inputs (Level 2)
Assets:
Fair value of assets	7,866		11,771
Significant Other Observable Inputs (Level 2) | Corporate notes and obligations
Assets:
Fair value of assets	6,115	[3]	6,071	[3]
Significant Other Observable Inputs (Level 2) | U.S. government and agency obligations
Assets:
Fair value of assets	1,751	[3]	5,700	[3]
Significant Unobservable Inputs (Level 3)
Liabilities:
Fair value of liabilities			1,750
Significant Unobservable Inputs (Level 3) | Contingent consideration
Liabilities:
Fair value of liabilities			$ 1,750	[1]

[1] Included in accrued expenses on the consolidated balance sheet.

[2] Included in cash and cash equivalents on the consolidated balance sheet.

[3] Included in short-term investments on the consolidated balance sheet.

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Restructuring (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Restructuring and Related Activities [Abstract]
Restructuring expenses	$ 1,699	$ 1,115	$ 649
Changes in restructuring reserve
Balance at the beginning of the period	878	443
Cash Payments	(2,202)	(680)
Additions	1,706	1,407
Adjustments	7	292
Balance at the end of the period	375	878	443
Severance and termination-related costs
Changes in restructuring reserve
Balance at the beginning of the period	589	0
Cash Payments	(2,147)	(422)
Additions	1,706	1,198
Adjustments	7	187
Balance at the end of the period	141	589
Facilities related costs
Changes in restructuring reserve
Balance at the beginning of the period	289	443
Cash Payments	(55)	(258)
Additions	0	209
Adjustments	0	105
Balance at the end of the period	$ 234	$ 289

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Segment, Geographic and Customer Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Summary of revenues by geographic areas

The following table summarizes revenue for the years ended December 31, 2013, 2012 and 2011 by geographic areas (in thousands):

	2013		2012		2011
United States	$	88,684	$	74,477	$	65,417
EMEA	12,241		11,578		11,172
Asia Pacific	5,379		4,943		3,239
Other	6,033		3,954		3,943
	$	112,337	$	94,952	$	83,771

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Balance Sheet Components (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property and equipment
Property and equipment, gross	$ 26,820,000	$ 24,786,000
Less: Accumulated depreciation	15,469,000	14,206,000
Property and equipment, net	11,351,000	10,580,000
Depreciation and amortization expense	4,500,000	3,100,000	3,100,000
Amortization of intangible assets	4,825,000	5,094,000	3,485,000
Prepaids and other current assets
Convertible debt issuance costs, current portion	129,000	536,000
Prepaid taxes	403,000	362,000
Deferred costs	3,381,000	2,992,000
Prepaid insurance	293,000	540,000
Prepaid expenses	1,945,000	1,858,000
Other current assets	81,000	430,000
Total prepaid and other current assets	6,232,000	6,718,000
Accrued payroll and related expenses
Vacation accrual	2,139,000	1,874,000
Commissions	2,177,000	1,823,000
Accrued Bonuses, Current	1,262,000	381,000
ESPP	686,000	636,000
Restructuring severance liability	252,000	589,000
Accrued payroll related expenses	861,000	551,000
Total accrued payroll related expenses	7,377,000	5,854,000
Accrued expenses
Sales tax payable	1,099,000	684,000
Accrued interest payable	60,000	234,000
Income taxes payable	87,000	95,000
Restructuring facility liability	98,000	49,000
Accrued expenses	4,051,000	7,102,000
Total accrued expenses	5,395,000	8,164,000
Equipment
Property and equipment
Property and equipment, gross	16,616,000	12,958,000
Purchased software
Property and equipment
Property and equipment, gross	6,648,000	5,094,000
Furniture and fixtures
Property and equipment
Property and equipment, gross	1,612,000	1,540,000
Leasehold improvements
Property and equipment
Property and equipment, gross	1,872,000	1,854,000
Construction in progress
Property and equipment
Property and equipment, gross	72,000	3,340,000
Assets acquired under capital leases
Property and equipment
Property and equipment, gross	7,300,000	3,400,000
Less: Accumulated depreciation	$ 3,500,000	$ 2,300,000

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Segment, Geographic and Customer Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 segment	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting [Abstract]
Number of operating segments	1
Revenues by geographic area
Revenues	$ 112,337	$ 94,952	$ 83,771
United States
Revenues by geographic area
Revenues	88,684	74,477	65,417
EMEA
Revenues by geographic area
Revenues	12,241	11,578	11,172
Asia Pacific
Revenues by geographic area
Revenues	5,379	4,943	3,239
Other
Revenues by geographic area
Revenues	$ 6,033	$ 3,954	$ 3,943

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Stock-Based Compensation (Details 5) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock-based compensation
Weighted-average fair value of options granted (in dollars per share)	$ 3.87	$ 3.19	$ 2.54
Weighted-average fair value of stock units granted (in dollars per share)	$ 5.68	$ 6.80	$ 5.93
Maximum number of shares	3,469,500	1,756,431	1,598,985
Stock options
Stock-based compensation
Intrinsic value of stock options exercised (in dollars)	$ 6,151,000	$ 1,358,000	$ 2,653,000
Total cash received from employees as a result of stock options exercised (in dollars)	$ 5,100,000	$ 3,700,000	$ 4,500,000
Vesting period	4 years
Exercise of stock options under stock incentive plans (in shares)	1,427,456	714,820	1,168,957
Restricted stock units
Stock-based compensation
Vesting period	3 years
Employee Stock Purchase Plan
Stock-based compensation
Weighted-average fair value of stock units granted (in dollars per share)	$ 1.96	$ 1.76	$ 1.62
Offering period	12 months
Number of consecutive stock purchase periods in the offering period	2
Purchase price of shares of common stock (as a percent)	85.00%
Number of shares issued	435,000	407,000	325,000

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Goodwill and Intangible Assets (Details 3) (USD $) In Thousands, unless otherwise specified				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Minimum	Dec. 31, 2013 Maximum	Dec. 31, 2013 Developed technology	Dec. 31, 2012 Developed technology	Dec. 31, 2011 Developed technology	Dec. 31, 2013 Customer relationships	Dec. 31, 2012 Customer relationships	Dec. 31, 2011 Customer relationships	Dec. 31, 2013 Tradenames	Dec. 31, 2012 Tradenames	Dec. 31, 2011 Tradenames	Dec. 31, 2013 Favorable lease	Dec. 31, 2012 Favorable lease	Dec. 31, 2011 Favorable lease	Dec. 31, 2013 Patents and licenses	Dec. 31, 2012 Patents and licenses	Dec. 31, 2011 Patents and licenses	Dec. 31, 2013 Other	Dec. 31, 2012 Other	Dec. 31, 2011 Other
Intangible assets
Intangible assets, net	$ 16,995	$ 21,196	$ 17,769			$ 9,669	$ 12,384	$ 10,626	$ 4,076	$ 4,952	$ 4,542	$ 828	$ 1,040	$ 942	$ 0	$ 1	$ 14	$ 2,393	$ 2,744	$ 1,522	$ 29	$ 75	$ 123
Estimated useful life				1 year	12 years
Future expected amortization expense
2014						2,524			873			179						349			29
2015						2,118			873			179						343			0
2016						2,123			876			151						344			0
2017						1,813			768			142						343			0
2018						1,082			502			100						313			0
2019 and beyond						9			184			77						701			0
Total expected amortization expense						$ 9,669			$ 4,076			$ 828						$ 2,393			$ 29

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Acquisition

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Acquisition

Acquisition

There was no acquisition activity for the year ended December 31, 2013. Please refer to Note 18—Subsequent Event for recent acquisition activity subsequent to year ended December 31, 2013.

Fiscal 2012 acquisitions

LeadFormix, Inc.

On January 3, 2012, the Company acquired Leadformix, Inc. ("Leadformix"), a leader in next-generation marketing automation and sales enablement, headquartered in the U.S. with operations in India, for $9.0 million in cash, which included an indemnity holdback of $1.5 million. In January 2013, $1.3 million of the indemnity holdback was paid and the remainder of the indemnity holdback was settled.

6FigureJobs.com

On May 4, 2012, the Company acquired 6FigureJobs.com ("6FigureJobs"), a premier job advertisement placement, recruitment media services and other career-related services provider to extend Hiring Cloud offerings. 6FigureJobs, a wholly-owned subsidiary of Workstream, Inc., a Canadian corporation, was purchased in exchange for $1.0 million in cash, which included an indemnity holdback of $0.3 million that was settled in May 2013.

The total purchase price for each acquisition was comprised of the following (amounts in thousands):

	Purchase Consideration		Net Tangible Assets Acquired/(Liabilities Assumed)			Identifiable Intangible Assets		Goodwill		Goodwill deductible for tax purposes	Acquisition related expenses
Leadformix	$	8,521	$	(754	)	$	2,800	$	6,475	Not deductible	$	270
6FigureJobs	1,031		(195		)	910		316		Not deductible	119
	$	9,552	$	(949	)	$	3,710	$	6,791

The following table sets forth each component of identifiable intangible assets acquired in connection with the acquisitions: (in thousands):

							Weighted Average Estimated Useful Life
								Estimated Life
	Leadformix		6FigureJobs		Total			Leadformix	6FigureJobs
Customer relationships	$	640	$	630	$	1,270	6.01	7	5
Developed technology	1,900		220		2,120		6.79	7	5
Tradename	260		60		320		6.63	7	5
	$	2,800	$	910	$	3,710

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired.

The financial results of these companies are included in the Company's consolidated results from their respective acquisition dates.

The Company's business combinations completed in 2012 did not have a material impact on the Company's consolidated financial statements, and therefore pro forma disclosures have not been presented.

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Stockholders' Equity (Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	12 Months Ended
	Jul. 14, 2011	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012	Nov. 30, 2003
Stockholders' Equity Note [Abstract]
Preferred stock, shares outstanding			0	0
Preferred Stock
Authorized shares of undesignated preferred stock			5,000,000	5,000,000	5,000,000
Preferred stock par value (in dollars per share)			$ 0.001	$ 0.001	$ 0.001
Repurchase Program
Shares repurchased	2,338,797
Cost of shares repurchased	$ 14,400	$ 14,430

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Acquisition (Details) (USD $)		1 Months Ended	12 Months Ended		12 Months Ended
	Dec. 31, 2013	Jan. 31, 2012 Leadformix, Inc	Dec. 31, 2013 Leadformix, Inc	Jan. 03, 2012 Leadformix, Inc	Dec. 31, 2013 6FigureJobs.com, Inc.	May 04, 2012 6FigureJobs.com, Inc.
Acquisitions
Cash paid for the acquisition				$ 9,000,000		$ 1,000,000
Indemnity holdback				1,500,000		300,000
Indemnity holdback paid and settled		1,300,000	1,300,000
Purchase Consideration	9,552,000		8,521,000		1,031,000
Net Tangible Assets Acquired/(Liabilities Assumed)	(949,000)		(754,000)		(195,000)
Identifiable intangible assets	3,710,000		2,800,000		910,000
Goodwill	6,791,000		6,475,000		316,000
Acquisition related expenses			$ 270,000		$ 119,000

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in the carrying amount of goodwill

The changes in the carrying amount of goodwill for the fiscal years ended December 31, 2013 and 2012 are as follows (in thousands):

	Goodwill
Balance as of December 31, 2011	$	24,416
Acquisitions	6,791
Balance as of December 31, 2012	$	31,207
Acquisitions	—
Balance as of December 31, 2013	$	31,207

Schedule of intangible assets

Intangible assets consisted of the following as of December 31, 2013 and 2012 (in thousands):

	December 31, 2012 Cost		December 31, 2012 Net		Additions		Amortization Expense			December 31, 2013 Net		Weighted Average Amortization Period (Years)
Developed technology	$	20,576	$	12,384	$	611	$	(3,326	)	$	9,669	4.3
Customer relationships	8,154		4,952		—		(876		)	4,076		4.9
Tradenames	1,522		1,040		—		(212		)	828		5.2
Favorable lease	40		1		13		(14		)	—		N/A
Patents and licenses	3,059		2,744		—		(351		)	2,393		7.6
Other	142		75		—		(46		)	29		0.5
Total	$	33,493	$	21,196	$	624	$	(4,825	)	$	16,995

	December 31, 2011 Cost		December 31, 2011 Net		Additions		Amortization Expense			December 31, 2012 Net		Weighted Average Amortization Period (Years)
Developed technology	$	15,179	$	10,626	$	5,397	$	(3,639	)	$	12,384	5.1
Customer relationships	6,884		4,542		1,270		(860		)	4,952		5.8
Tradenames	1,202		942		320		(222		)	1,040		5.9
Favorable lease	40		14		—		(13		)	1		0.0
Patents and licenses	1,525		1,522		1,534		(312		)	2,744		8.4
Other	142		123		—		(48		)	75		1.5
Total	$	24,972	$	17,769	$	8,521	$	(5,094	)	$	21,196

Schedule of future expected amortization

Total future expected amortization is as follows (in thousands):

	Developed Technology		Customer Relationships		Tradenames		Patents and Licenses		Other
Year Ending December 31:
2014	$	2,524	$	873	$	179	$	349	$	29
2015	2,118		873		179		343		—
2016	2,123		876		151		344		—
2017	1,813		768		142		343		—
2018	1,082		502		100		313		—
2019 and beyond	9		184		77		701		—
Total expected amortization expense	$	9,669	$	4,076	$	828	$	2,393	$	29

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Acquisition (Tables)

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Schedule of allocation of total purchase price for each acquisition

The total purchase price for each acquisition was comprised of the following (amounts in thousands):

	Purchase Consideration		Net Tangible Assets Acquired/(Liabilities Assumed)			Identifiable Intangible Assets		Goodwill		Goodwill deductible for tax purposes	Acquisition related expenses
Leadformix	$	8,521	$	(754	)	$	2,800	$	6,475	Not deductible	$	270
6FigureJobs	1,031		(195		)	910		316		Not deductible	119
	$	9,552	$	(949	)	$	3,710	$	6,791

Schedule of each component of identifiable intangible assets acquired in connection with the acquisitions

The following table sets forth each component of identifiable intangible assets acquired in connection with the acquisitions: (in thousands):

							Weighted Average Estimated Useful Life
								Estimated Life
	Leadformix		6FigureJobs		Total			Leadformix	6FigureJobs
Customer relationships	$	640	$	630	$	1,270	6.01	7	5
Developed technology	1,900		220		2,120		6.79	7	5
Tradename	260		60		320		6.63	7	5
	$	2,800	$	910	$	3,710

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Net Loss Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Net Loss Per Share
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	11,579	14,589	13,805
Restricted stock
Net Loss Per Share
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	1,918	3,543	3,672
Stock options
Net Loss Per Share
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	2,490	3,299	4,713
Weighted average exercise price (in dollars per share)	$ 4.42	$ 4.74	$ 4.56
ESPP
Net Loss Per Share
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	42	67	76
Convertible notes
Net Loss Per Share
Anti-dilutive securities excluded from computation of diluted net loss per share (in shares)	7,129	7,680	5,344

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Acquisition (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	$ 3,710
Customer relationships
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	1,270
Weighted Average Estimated Useful Life	6 years 4 days
Developed technology
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	2,120
Weighted Average Estimated Useful Life	6 years 9 months 14 days
Tradename
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	320
Weighted Average Estimated Useful Life	6 years 7 months 17 days
Leadformix, Inc
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	2,800
Leadformix, Inc | Customer relationships
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	640
Weighted Average Estimated Useful Life	7 years
Leadformix, Inc | Developed technology
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	1,900
Weighted Average Estimated Useful Life	7 years
Leadformix, Inc | Tradename
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	260
Weighted Average Estimated Useful Life	7 years
6FigureJobs.com, Inc.
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	910
6FigureJobs.com, Inc. | Customer relationships
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	630
Weighted Average Estimated Useful Life	5 years
6FigureJobs.com, Inc. | Developed technology
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	220
Weighted Average Estimated Useful Life	5 years
6FigureJobs.com, Inc. | Tradename
Components of identifiable intangible assets acquired in connection with the acquisition
Identifiable intangible assets	$ 60
Weighted Average Estimated Useful Life	5 years

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Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Financial Instruments

Schedule of components of the Company's debt and marketable equity securities classified as available-for-sale

The components of the Company's marketable debt securities classified as available-for-sale were as follows at December 31, 2013 (in thousands):

December 31, 2013	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair value
Cash	$	21,989	$	—	$	—	$	21,989
Cash equivalents:
Money market funds	6,306		—		—		6,306
Total cash equivalents	6,306		—		—		6,306
Total cash and cash equivalents	$	28,295	$	—	$	—	$	28,295
Short-term investments:
U.S. government and agency obligations	6,115		—		—		6,115
Corporate notes and obligations	1,751		—		—		1,751
Total short-term investments	$	7,866	$	—	$	—	$	7,866

The components of the Company's marketable debt securities classified as available-for-sale were as follows for December 31, 2012 (in thousands):

December 31, 2012	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair value
Cash	$	13,062	$	—	$	—	$	13,062
Cash equivalents:
Money market funds	3,338		—		—		3,338
Total cash equivalents	3,338		—		—		3,338
Total cash and cash equivalents	$	16,400	$	—	$	—	$	16,400
Short-term investments:
U.S. Treasury bills	1,000		—		—		1,000
U.S. government and agency obligations	5,700		—		—		5,700
Corporate notes and obligations	6,061		10		—		6,071
Total short-term investments	$	12,761	$	10	$	—	$	12,771

Schedule of contractual maturities of available-for-sale debt securities

For investments in securities classified as available-for-sale, market value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2013 (in thousands):

Contractual maturity	Amortized Cost		Estimated Fair value
Less than 1 year	$	5,066	$	5,066
Between 1 and 2 years	2,800		2,800
Total	$	7,866	$	7,866

For investments in securities classified as available-for-sale, estimated fair value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2012 (in thousands):

Contractual maturity	Amortized Cost		Estimated Fair value
Less than 1 year	$	6,301	$	6,308
Between 1 and 2 years	6,460		6,463
Total	$	12,761	$	12,771

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Schedule of estimated fair value of financial assets

The Company measures financial assets at fair value on an ongoing basis. The estimated fair value of the Company's financial assets was determined using the following inputs at December 31, 2013 and 2012 (in thousands):

	Fair Value Measurements at Reporting Date Using
December 31, 2013	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds(1)	$	6,306	$	6,306	$	—	$	—
Corporate notes and obligations(2)	6,115		—		6,115		—
U.S. government and agency obligations(2)	1,751		—		1,751		—
Total	$	14,172	$	6,306	$	7,866	$	—

_______________________________________________________________________________

(1) Included in cash and cash equivalents on the consolidated balance sheet.

(2) Included in short-term investments on the consolidated balance sheet.

	Fair Value Measurements at Reporting Date Using
December 31, 2012	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds(1)	$	3,338	$	3,338	$	—	$	—
U.S. Treasury bills(2)	1,000		1,000		—		—
Corporate notes and obligations(2)	6,071		—		6,071		—
U.S. government and agency obligations(2)	5,700		—		5,700		—
Total	$	16,109	$	4,338	$	11,771	$	—
Liabilities:
Contingent consideration(3)	$	1,750	$	—	$	—	$	1,750
Total	$	1,750	$	—	$	—	$	1,750

_______________________________________________________________________________

(1) Included in cash and cash equivalents on the consolidated balance sheet.

(2) Included in short-term investments on the consolidated balance sheet.

(3) Included in accrued expenses on the consolidated balance sheet.

Schedule of changes during the period related to balances measured using significant unobservable inputs (Level 3)

The tables below presents the changes during the period related to balances measured using significant unobservable inputs (Level 3) for years ended December 31, 2013 and 2012 (in thousands):

	Balance at December 31, 2012		Additions		Payments			Balance at December 31, 2013
Liabilities:
Contingent consideration	$	1,750	$	—	$	(1,750	)	$	—
Total	$	1,750	$	—	$	(1,750	)	$	—

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Restructuring

12 Months Ended

Dec. 31, 2013

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring

Restructuring expenses primarily consist of costs associated with employee terminations and exit of excess facilities. These costs are recognized in accordance with the accounting guidance for exit activities and are presented as restructuring expenses in the Company's condensed consolidated statements of comprehensive loss.

The Company incurred restructuring expenses of $1.7 million, $1.1 million, and $0.6 million for the year ended December 31, 2013, 2012 and 2011, respectively.

The following table sets forth a summary of accrued restructuring expenses for 2013 and 2012 (in thousands):

	December 31, 2012		Cash Payments			Additions		Adjustments			December 31, 2013
Severance and termination-related costs	$	589	$	(2,147	)	$	1,706	$	(7	)	$	141
Facilities related costs	289		(55		)	—		—			234
Total accrued restructuring expenses	$	878	$	(2,202	)	$	1,706	$	(7	)	$	375

	December 31, 2011		Cash Payments			Additions		Adjustments			December 31, 2012
Severance and termination-related costs	$	—	$	(422	)	$	1,198	$	(187	)	$	589
Facilities related costs	443		(258		)	209		(105		)	289
Total accrued restructuring expenses	$	443	$	(680	)	$	1,407	$	(292	)	$	878

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Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2013

Balance Sheet Components

Schedule of components of property and equipment

Property and equipment consisted of the following (in thousands):

	As of December 31,
	2013		2012
Equipment	$	16,616	$	12,958
Purchased software	6,648		5,094
Furniture and fixtures	1,612		1,540
Leasehold improvements	1,872		1,854
Construction in progress	72		3,340
Property and equipment, gross	26,820		24,786
Less: Accumulated depreciation	15,469		14,206
Property and equipment, net	$	11,351	$	10,580

Schedule of components of prepaid and other current assets

Prepaids and other current assets consisted of the following (in thousands):

	As of December 31,
	2013		2012
Convertible debt issuance costs, current portion	129		536
Prepaid taxes	403		362
Deferred costs	3,381		2,992
Prepaid insurance	293		540
Prepaid expenses	1,945		1,858
Other current assets	81		430
Total prepaid and other current assets	$	6,232	$	6,718

Schedule of components of accrued payroll and related expenses

Accrued payroll and related expenses consisted of the following (in thousands):

	As of December 31,
	2013		2012
Vacation accrual	$	2,139	$	1,874
Commissions	2,177		1,823
Bonus	1,262		381
ESPP	686		636
Severance liability	252		589
Accrued payroll related expenses	861		551
Total accrued payroll related expenses	$	7,377	$	5,854

Schedule of components of accrued expenses

Accrued expenses consisted of the following (in thousands):

	As of December 31,
	2013		2012
Sales tax payable	$	1,099	$	684
Accrued interest payable	60		234
Income taxes payable	87		95
Restructuring facility liability	98		49
Accrued expenses	4,051		7,102
Total accrued expenses	$	5,395	$	8,164

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The Company and Significant Accounting Policies (Details 2)	12 Months Ended
	Dec. 31, 2013 segment
Goodwill
Number of reporting units	1
Minimum
Intangible assets with finite lives
Amortization period	1 year
Maximum
Intangible assets with finite lives
Amortization period	12 years

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Convertible Notes (Details) (USD $)	12 Months Ended			3 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 4.75 % Convertible Senior Notes due in 2016	Dec. 31, 2013 4.75 % Convertible Senior Notes due in 2016	Dec. 31, 2012 4.75 % Convertible Senior Notes due in 2016
Convertible Notes
Aggregate principal amount of debt outstanding	$ 14,197,000	$ 59,215,000
Interest rate, stated percentage				4.75%	4.75%
Fair value	20,300,000	58,000,000
Debt Conversion, Converted Instrument, Amount	45,018,000	0	0	45,000,000
Debt Conversion, Converted Instrument, Shares Issued				5,837,015
Accrued interest paid upon debt conversion				300,000
Cash and stock premium paid upon debt conversion				4,800,000
Reclassification of deferred debt issuance cost to additional paid-in capital	1,037,000	0	0	1,000,000
Percentage of the conversion price that the closing price of the entity's common stock must exceed in order for the notes to be convertible				130.00%	130.00%
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be redeemable					20 days
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be redeemable					30 days
Number of trading days prior to the date on which the entity provides notice of redemption					5 days
Redemption price as percentage of principal amount of notes, plus accrued and unpaid interest					100.00%
Conversion rate of common stock per $1000 of principal amount of convertible notes (in shares)					129.6596
Principal amount used for computation of conversion ratio				1,000	1,000
Conversion price (in dollars per share)				$ 7.71	$ 7.71
Convertible debt issuance costs, current portion	129,000	536,000		100,000	100,000	500,000
Debt issuance costs, recorded in deposits and other assets				$ 200,000	$ 200,000	$ 1,300,000

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 28,295	$ 16,400
Short-term investments	7,866	12,771
Accounts receivable, net of allowances of $485 and $235 at December 31, 2012 and December 31, 2011, respectively	29,216	22,567
Deferred income taxes	0	40
Prepaid and other current assets	6,232	6,718
Total current assets	71,609	58,496
Property and equipment, net	11,351	10,580
Goodwill	31,207	31,207
Intangible assets, net	16,995	21,196
Deferred income taxes, noncurrent	405	392
Deposits and other assets	2,626	2,872
Total assets	134,193	124,743
Current liabilities:
Accounts payable	2,987	4,705
Accrued payroll and related expenses	7,377	5,854
Accrued expenses	5,395	8,164
Deferred income taxes	1,159	944
Deferred revenue	46,222	35,483
Capital lease obligations	1,308	921
Total current liabilities	64,448	56,071
Deferred revenue, noncurrent	10,432	3,702
Deferred income taxes, noncurrent	155	160
Other liabilities	1,921	2,159
Capital lease obligations, noncurrent	987	8
Convertible notes	14,197	59,215
Total liabilities	92,140	121,315
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding
Common stock, $0.001 par value; 100,000 shares authorized; 38,538 and 35,198 shares issued and 36,199 and 32,859 shares outstanding at December 31, 2012 and December 31, 2011, respectively	45	34
Additional paid-in capital	315,430	255,331
Treasury stock; 2,339 shares at December 31, 2012 and December 31, 2011	(14,430)	(14,430)
Accumulated other comprehensive income	165	239
Accumulated deficit	(259,157)	(237,746)
Total stockholders' equity	42,053	3,428
Total liabilities and stockholders' equity	$ 134,193	$ 124,743

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Changes in the carrying amount of goodwill
Balance at the beginning of the period	$ 31,207	$ 24,416
Acquisitions	0	6,791
Balance at the end of the period	$ 31,207	$ 31,207

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows from operating activities:
Net loss	$ (21,411)	$ (27,698)	$ (15,834)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation expense	4,458	3,114	3,098
Amortization of intangible assets	4,825	5,094	3,485
Provision for doubtful accounts and service remediation reserves	999	595	48
Stock-based compensation	10,395	13,655	12,241
Stock-based compensation related to acquisition	0	0	42
Patent settlement expense	0	0	701
Release of valuation allowance	0	(350)	(3,217)
Loss (gain) on disposal of property and equipment	3	(2)	(6)
Impairment of investments	0	0	375
Amortization of convertible notes issuance cost	485	402	355
Gain on extinguishment of convertible notes	0	0	(915)
Net amortization on investments	79	358	510
Induced Conversion of Convertible Debt Expense	4,776	0	0
Acquisition-related contingent consideration	0	(1,612)	0
Changes in operating assets and liabilities:
Accounts receivable	(7,648)	(1,112)	(36)
Prepaid and other current assets	486	(820)	1,775
Other assets	(1,276)	662	(2,667)
Accounts payable	(1,702)	914	1,300
Accrued expenses	106	(1,106)	(2,763)
Accrued payroll and related expenses	1,971	987	1,422
Accrued restructuring	(503)	443	146
Deferred revenue	17,469	4,576	62
Deferred income taxes	237	195	24
Net cash (used in) provided by operating activities	13,749	(1,705)	146
Cash flows from investing activities:
Purchases of investments	(7,434)	(16,536)	(52,886)
Proceeds from maturities and sale of investments	12,250	38,841	35,511
Purchases of property and equipment	(1,704)	(6,692)	(2,002)
Proceeds from disposal of property and equipment	0	2	6
Purchases of intangible assets	(638)	(6,196)	(1,522)
Acquisitions, net of cash acquired	0	(7,715)	(19,482)
Net cash provided by (used in) investing activities	2,474	1,704	(40,375)
Cash flows from financing activities:
Proceeds from issuance of common stock	6,629	5,225	5,556
Repurchases of common stock	0	0	(14,430)
Repurchase of common stock from employees for payment of taxes on vesting of restricted stock units	(1,297)	(2,346)	(1,402)
Payment of consideration related to acquisitions	(2,903)	(2,660)	(1,210)
Proceeds from issuance of convertible notes, net of issuance costs	0	0	76,854
Repurchase of convertible notes	0	0	(19,448)
Payment on debt conversion	(4,374)	0	0
Repayment of debt assumed through acquisition	0	(30)	0
Payment of principal under capital leases	(2,319)	(1,193)	(1,170)
Net cash (used in) provided by financing activities	(4,264)	(1,004)	44,750
Effect of exchange rates on cash and cash equivalents	(64)	22	32
Net (decrease) increase in cash and cash equivalents	11,895	(983)	4,553
Cash and cash equivalents at beginning of period	16,400	17,383	12,830
Cash and cash equivalents at end of period	28,295	16,400	17,383
Supplemental disclosures of cash flow information:
Cash paid for interest on convertible debt	2,604	2,813	1,713
Cash paid for interest on capital leases	100	101	175
Income Taxes Paid, Net	162	0	0
Conversion of debt to equity	44,383
Debt Conversion, Converted Instrument, Amount	45,018	0	0
Reclassification of deferred debt issuance cost to additional paid-in capital	1,037	0	0
Common stock issued as a premium of debt conversion	402	0	0
Fixed assets acquired under capital lease	$ 3,851	$ 0	$ 0

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Stock-Based Compensation (Details 3) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Shares Available for Grant
Beginning Available (in shares)	2,578,940	2,014,218	3,423,496
Authorized (in shares)	3,469,500	1,756,431	1,598,985
Granted (in shares)	(2,024,798)	(2,519,851)	(3,434,971)
Forfeited (in shares)	1,335,591	1,328,142	426,708
Expired (in shares)	(2,880,435)	0	0
Ending Available (in shares)	2,478,798	2,578,940	2,014,218
Stock options
Fair value assumptions using the Black-Scholes-Merton valuation model
Risk-free interest rate, minimum (as a percent)	1.41%	0.72%	0.50%
Risk-free interest rate, maximum (as a percent)	1.93%	1.33%	1.12%
Volatility, minimum (as a percent)	61.00%	60.00%	59.00%
Volatility, maximum (as a percent)	63.00%	65.00%	69.00%
Dividend Yield (as a percent)	0.00%	0.00%	0.00%
Additional disclosures
Vesting period	4 years
Number of Shares
Outstanding at the beginning of the period (in shares)	3,035,482	4,403,003	5,470,729
Granted (in shares)	815,500	120,200	300,200
Exercised (in shares)	(1,427,456)	(714,820)	(1,168,957)
Forfeited (in shares)	(108,306)	(134,346)	(122,769)
Expired (in shares)	(367,006)	(638,555)	(76,200)
Outstanding at the end of the period (in shares)	1,948,214	3,035,482	4,403,003
Vested and Expected to Vest at the end of the period (in shares)	1,791,076
Exercisable at the end of the period (in shares)	1,211,511
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 4.09	$ 4.71	$ 4.51
Granted (in dollars per share)	$ 6.79	$ 5.86	$ 5.65
Exercised (in dollars per share)	$ 3.54	$ 5.16	$ 3.85
Forfeited (in dollars per share)	$ 5.10	$ 3.52	$ 5.92
Expired (in dollars per share)	$ 5.30	$ 7.64	$ 5.02
Outstanding at the end of the period (in dollars per share)	$ 5.34	$ 4.09	$ 4.71
Vested and Expected to Vest at the end of the period (in dollars per share)	$ 5.20
Exercisable at the end of the period (in dollars per share)	$ 4.53
Weighted Average Remaining Contractual Term
Outstanding at the end of the period	5 years 0 months 14 days
Vested and Expected to Vest at the end of the period	4 years 8 months 1 day
Exercisable at the end of the period	2 years 8 months 12 days
Aggregate Intrinsic Value
Exercised (in dollars)	$ 6,151	$ 1,358	$ 2,653
Outstanding at the end of the period (in dollars)	16,374
Vested and Expected to Vest at the end of the period (in dollars)	15,291
Exercisable at the end of the period (in dollars)	11,170
Stock options | Minimum
Fair value assumptions using the Black-Scholes-Merton valuation model
Expected life (in years)	5 years	5 years	2 years 6 months
Stock options | Maximum
Fair value assumptions using the Black-Scholes-Merton valuation model
Expected life (in years)	6 years 1 month 6 days	6 years	6 years
Employee Stock Purchase Plan
Fair value assumptions using the Black-Scholes-Merton valuation model
Risk-free interest rate, minimum (as a percent)	0.08%	0.13%	0.07%
Risk-free interest rate, maximum (as a percent)	0.17%	0.20%	0.29%
Volatility, minimum (as a percent)	41.00%	56.00%	39.00%
Volatility, maximum (as a percent)	62.00%	62.00%	53.00%
Dividend Yield (as a percent)	0.00%	0.00%	0.00%
Employee Stock Purchase Plan | Minimum
Fair value assumptions using the Black-Scholes-Merton valuation model
Expected life (in years)	0 years 6 months	6 months	6 months
Employee Stock Purchase Plan | Maximum
Fair value assumptions using the Black-Scholes-Merton valuation model
Expected life (in years)	1 year	1 year	1 year
Restricted stock units
Additional disclosures
Vesting period	3 years
Stock Option Plan 1997 and Stock Incentive Plan 2003 [Member] | Restricted stock units
Number of Shares
Outstanding at the beginning of the period (in shares)	3,109,683	3,859,292	2,268,610
Granted (in shares)	1,209,298	2,399,651	3,134,771
Released (in shares)	(1,754,872)	(2,597,880)	(1,316,100)
Forfeited (in shares)	(856,695)	(551,380)	(227,989)
Outstanding at the end of the period (in shares)	1,707,414	3,109,683	3,859,292
Vested or Expected to Vest at the end of the period (in shares)	1,520,513
Weighted Average Remaining Contractual Term
Outstanding at the end of the period	0 years 10 months 28 days
Vested and Expected to Vest at the end of the period	0 years 10 months 6 days
Aggregate Intrinsic Value
Outstanding at the end of the period (in dollars)	23,443
Vested or Expected to Vest at the end of the period (in dollars)	$ 18,051
2013 Stock Incentive Plan [Member]
Shares Available for Grant
Authorized (in shares)	3,469,500

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock-based compensation expenses

The table below sets forth a summary of stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011 (in thousands).

	Years Ended December 31,
	2013		2012		2011
Stock-based compensation:
Stock Options	$	866	$	838	$	1,171
Restricted Stock Units
Performance Awards	1,097		444		665
Service-based Awards	7,835		11,571		10,173
ESPP	597		802		232
Actek Acquisition Compensation	—		—		42
Total stock-based compensation	$	10,395	$	13,655	$	12,283

Schedule of functional classification of stock-based compensation expense

The table below sets forth the functional classification of stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	Years Ended December 31,
	2013		2012		2011
Stock-based compensation:
Cost of recurring revenue	$	783	$	1,550	$	3,339
Cost of services and other revenue	1,060		2,070		1,495
Sales and marketing	2,420		3,778		1,987
Research and development	1,797		1,782		1,548
General and administrative	4,335		4,475		3,914
Total stock-based compensation	$	10,395	$	13,655	$	12,283

Schedule of valuation assumptions for determining the fair value of stock options and employee stock purchase plans

The fair value of each stock option is estimated on the date of grant and the fair value of each ESPP share is estimated on the beginning date of the offering period using the Black-Scholes-Merton valuation model and the assumptions noted in the following table.

	Years Ended December 31,
	2013	2012	2011
Stock Option Plans
Expected life (in years)	5.0 to 6.1	5.0 to 6.0	2.5 to 6.0
Risk-free interest rate	1.41% to 1.93%	0.72% to 1.33%	0.50% to 1.12%
Volatility	61% to 63%	60% to 65%	59% to 69%
Dividend Yield	—	—	—
Employee Stock Purchase Plan
Expected life (in years)	0.5 to 1.0	0.5 to 1.0	0.5 to 1.0
Risk-free interest rate	0.08% to 0.17%	0.13% to 0.20%	0.07% to 0.29%
Volatility	41% to 62%	56% to 62%	39% to 53%
Dividend Yield	—	—	—

Summary of the Company's shares available for grant

	2013		2012		2011
	(Number of Shares)
Beginning Available	2,578,940		2,014,218		3,423,496
Authorized	3,469,500		1,756,431		1,598,985
Granted	(2,024,798	)	(2,519,851	)	(3,434,971	)
Cancelled	1,335,591		1,328,142		426,708
Expired	(2,880,435	)	—		—
Ending Available	2,478,798		2,578,940		2,014,218

Schedule of stock option activity

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2010	5,470,729		$	4.51
Granted	300,200		5.65
Exercised	(1,168,957	)	3.85			$	2,653
Forfeited	(122,769	)	5.92
Expired	(76,200	)	5.02
Outstanding as of December 31, 2011	4,403,003		4.71
Granted	120,200		5.86
Exercised	(714,820	)	5.16			1,358
Forfeited	(134,346	)	3.52
Expired	(638,555	)	7.64
Outstanding as of December 31, 2012	3,035,482		4.09
Granted	815,500		6.79
Exercised	(1,427,456	)	3.54			6,151
Forfeited	(108,306	)	5.10
Expired	(367,006	)	5.30
Outstanding as of December 31, 2013	1,948,214		$	5.34	5.04	$	16,374
Vested and Expected to Vest as of December 31, 2013	1,791,076		$	5.20	4.67	$	15,291
Exercisable as of December 31, 2013	1,211,511		$	4.53	2.70	$	11,170

Schedule of restricted stock unit activity

	Number of Shares		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Unreleased as of December 31, 2010	2,268,610
Granted	3,134,771
Released	(1,316,100	)
Forfeited	(227,989	)
Unreleased as of December 31, 2011	3,859,292
Granted	2,399,651
Released	(2,597,880	)
Forfeited	(551,380	)
Unreleased as of December 31, 2012	3,109,683
Granted	1,209,298
Released	(1,754,872	)
Forfeited	(856,695	)
Unreleased as of December 31, 2013	1,707,414		0.91	$	23,443
Vested and Expected to Vest as of December 31, 2013	1,520,513		0.85	$	18,051

Schedule of range of exercise prices and weighted average remaining contractual life of outstanding options

		Options Outstanding			Options Exercisable
Range of Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
$2.62 - $3.20	285,007	1.03	$	3.08	279,473	$	3.08
$3.21 - $3.90	215,707	0.97	3.65		202,759	3.67
$4.00 - $4.15	226,000	1.95	4.15		226,000	4.15
$4.31 - $4.84	232,750	2.46	4.61		168,843	4.62
$5.27 - $6.01	272,000	7.21	5.72		150,000	5.49
$6.25 - $6.42	80,700	9.37	6.26		79,100	6.25
$6.59 - $6.59	299,444	9.49	6.59		37,429	6.59
$6.67 - $7.22	77,000	5.87	6.89		33,354	7.17
$7.69 - $7.69	211,556	9.66	7.69		17,337	7.69
$7.92 - $16.03	48,050	5.21	10.93		17,216	13.01
$2.62 - $16.03	1,948,214	5.04	$	5.34	1,211,511	$	4.53

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Stockholders' Rights Plan (Details)	Aug. 31, 2004
Stockholders' Rights Plan
Number of participating, non-redeemable preferred stock shares reserved for future issuance	100,000

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Segment, Geographic and Customer Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment, Geographic and Customer Information

Segment, Geographic and Customer Information

The accounting principles guiding disclosures about segments of an enterprise and related information establishes standards for the reporting by business enterprises of information about operating segments, products and services, geographic areas, and major customers. The method of determining which information is reported is based on the way that management organizes the operating segments within the Company for making operational decisions and assessments of financial performance. The Company's chief operating decision maker is considered to be the Company's chief executive officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. By this definition, the Company operates in one business segment, which are the development, marketing and sale of enterprise software and related services.

The following table summarizes revenue for the years ended December 31, 2013, 2012 and 2011 by geographic areas (in thousands):

	2013		2012		2011
United States	$	88,684	$	74,477	$	65,417
EMEA	12,241		11,578		11,172
Asia Pacific	5,379		4,943		3,239
Other	6,033		3,954		3,943
	$	112,337	$	94,952	$	83,771

Substantially all of the Company's long-lived assets are located in the United States. Long-lived assets located outside the United States are not significant.

In 2013, 2012 and 2011, no customer accounted for more than 10% of our total revenue.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Schedule of geographical breakdown of consolidated loss before income taxes by income tax jurisdiction

The following is a geographical breakdown of consolidated loss before income taxes by income tax jurisdiction (in thousands):

	2013			2012			2011
United States	$	(20,675	)	$	(27,796	)	$	(18,429	)
Foreign	1,319			486			(324		)
Total	$	(19,356	)	$	(27,310	)	$	(18,753	)

Schedule of provision (benefit) for income taxes

The provision (benefit) for income taxes for 2013, 2012 and 2011 consists of the following (in thousands):

	2013		2012			2011
Current:
Federal	$	—	$	4		$	(6	)
State	—		—			26
Foreign	1,815		559			89
Deferred:
Federal	159		(185		)	(2,871		)
State	—		(22		)	(188		)
Foreign	81		32			31
Total provision (benefit) for income taxes	$	2,055	$	388		$	(2,919	)

Schedule of provision (benefit) for income taxes that differs from the expected tax benefit computed by applying the statutory federal income tax rates to consolidated loss before income taxes

The provision (benefit) for income taxes differs from the expected tax benefit computed by applying the statutory federal income tax rates to consolidated loss before income taxes as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Federal tax at statutory rate	$	(6,581	)	$	(9,286	)	$	(6,376	)
State taxes, net of benefit	—			—			26
Non-deductible expenses	1,248			2,416			1,095
Foreign taxes	1,447			427			230
Current year net operating losses and other deferred tax assets for which no benefit has been recognized	7,320			7,181			5,448
Research and experimentation credit	(1,379		)	—			(100		)
Tax benefit due to the recognition of acquired deferred tax liabilities	—			(350		)	(3,242		)
Total provision (benefit) for income taxes	$	2,055		$	388		$	(2,919	)

Schedule of components of net deferred tax assets

Net deferred tax assets consist of the following (in thousands):

	As of December 31,
	2013			2012
Deferred tax assets
Net operating loss carryforwards	$	53,902		$	47,799
Accrued expenses	2,161			2,737
Unrealized gain/loss on investments	915			894
Research and experimentation credit carryforwards	10,884			9,480
Capitalized research and experimentation costs	18,100			17,617
Deferred stock compensation	2,223			3,651
Gross deferred tax assets	88,185			82,178
Less valuation allowance	(86,604		)	(78,765		)
Total deferred tax assets, net of valuation allowance	1,581			3,413
Deferred tax liabilities
Property and equipment	(1,602		)	(3,357		)
Goodwill	(887		)	(728		)
Net deferred tax liabilities	$	(908	)	$	(672	)

Schedule of activity related to the Company's unrecognized tax benefits

The activity related to the Company's unrecognized tax benefits is set forth below (in thousands):

	Amount
Balance at January 1, 2012	$	2,339
Increases related to prior year tax positions	94
Increases related to current year tax positions	54
Reductions to unrecognized tax benefits as a result of a lapse of applicable statue of limitations	(9		)
Balance at December 31, 2012 (1)	2,478
Increases related to prior year tax positions	175
Increases related to current year tax positions	222
Reductions to unrecognized tax benefits as a result of a lapse of applicable statue of limitations	(32		)
Balance at December 31, 2013 (2)	$	2,843

(1) $2.2 million of the unrecognized tax benefits reduced deferred tax assets and $0.3 million was included in accrued expenses on the consolidated balance sheet.

(2) $2.5 million of the unrecognized tax benefits reduced deferred tax assets and $0.3 million was included in accrued expenses on the consolidated balance sheet.

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Subsequent Event

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Event

Subsequent Event

In February 2014, the Company acquired LeadRocket, Inc., a social engagement and digital marketing platform provider, to expand our marketing automation tools to engage prospects on social media through a digital platform. The total purchase consideration of $3.0 million in cash includes a $0.5 million of indemnity holdback. The initial accounting for the business combination is in process and amounts to be recognized for assets acquired and liabilities assumed have not been determined. The synergy from the acquisition is expected to result in goodwill.

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Related Party Transactions (Details) (USD $)	3 Months Ended	12 Months Ended
	Sep. 30, 2013 Lithium [Member]	Dec. 31, 2013 Lithium [Member]	Dec. 31, 2013 Lithium [Member] Two Year Hosting Agreement	Dec. 31, 2013 Lithium [Member] Service Agreement	Dec. 31, 2013 Webcom	Dec. 31, 2012 Webcom
Related party transactions
Annual subscription purchase		$ 120,000
Agreement entered			113,000	143,550
Annual subscription paid	120,000
Annual subscription expensed	62,000
Annual subscription recorded in prepaid expense and other current assets		58,000
Revenue from Related Parties			52,000	120,000
Product modeling and maintenance of certain equipment					$ 143,000	$ 141,000

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The Company and Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company and Significant Accounting Policies

The Company and Significant Accounting Policies

Description of Business

Callidus Software Inc. (referred to herein as "CallidusCloud", "Callidus", "we" and "our") is a provider of sales and marketing effectiveness software. CallidusCloud provides organizations with a complete suite of solutions that identify the right leads, ensure proper territory and quota distribution, train sales forces, automate quote and proposal generation, and streamline sales compensation.

Principles of Consolidation

The consolidated financial statements include the accounts of Callidus Software, Inc. and its wholly-owned subsidiaries (collectively, the Company), which include wholly-owned subsidiaries in Australia, Canada, Germany, Hong Kong, India, Malaysia, Mexico, New Zealand, Serbia, Singapore and the United Kingdom. All intercompany transactions and balances have been eliminated in the consolidation.

Use of Estimates

Preparation of the consolidated financial statements in conformity with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (SEC) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Estimates are used for, but not limited to, the allocation of the value of purchase consideration for business acquisitions, uncertain tax liabilities, allowances for doubtful accounts, the useful lives of fixed assets and intangible assets, goodwill and intangible asset impairments, stock-based compensation forfeiture rates, accrued liabilities and other contingencies. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates such estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such evaluation. Illiquid credit markets, volatile equity and foreign currency markets and declines in IT spending by companies have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates. Changes in those estimates, if any, resulting from continuing changes in the economic environment, will be reflected in the consolidated financial statements in future periods.

Foreign Currency Translation

The functional currencies of the Company's foreign subsidiaries are their respective local currencies. Accordingly, the foreign currencies are translated into U.S. dollars using exchange rates in effect at period end for assets and liabilities and average rates during each reporting period for the results of operations. Adjustments resulting from the translation of the financial statements of the foreign subsidiaries are reported as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in interest and other income (expense), net in the accompanying consolidated statements of comprehensive loss.

Cash and Cash Equivalents and Investments

The Company considers all highly liquid instruments with an original maturity on the date of purchase of three months or less to be cash equivalents. Cash equivalents as of December 31, 2013 and 2012 consisted of money market funds. The Company determines the appropriate classification of investment securities at the time of purchase and re-evaluates such designation as of each balance sheet date. As of December 31, 2013 and 2012, all investment securities were designated as "available-for-sale". The Company considers available-for-sale securities that have a maturity date longer than three months to be short-term investments, including those investments with a maturity date of longer than one year that are highly liquid and for which the Company does not have a positive intent to hold to maturity. These securities are carried at estimated fair value based on quoted market prices or other readily available market information, with the unrealized gains and losses included in other comprehensive income (loss). Recognized gains and losses are included in the consolidated statement of comprehensive loss. When the Company has determined that an other-than-temporary decline in fair value has occurred, the amount of the decline is recognized in earnings. Gains and losses are determined using the specific identification method.

Fair Value of Financial Instruments and Concentrations of Credit Risk

The fair value of certain of the Company's financial instruments that are not measured at fair value, including , accounts receivable and accounts payable, approximates the carrying amount due to their short maturity. The fair value of the Company's Convertible Notes is disclosed in Note 8 and was determined using the quoted market price. See Note 6 for discussion regarding the valuation of the Company's investments. Financial instruments that potentially subject the Company to concentrations of credit risk are short-term investments and trade receivables. The Company mitigates concentration of risk by monitoring the risk profiles of all bank counterparties on at least a quarterly basis. Based on the Company's on-going assessment of counterparty risk, the Company will adjust its exposure to various counterparties.

The Company's customer base consists of businesses throughout the Americas, Europe, Middle East, Africa and Asia-Pacific. The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. As of December 31, 2013 and 2012, the Company had no customers comprising greater than 10% of net accounts receivable or total revenue. Refer to Note 16 for information regarding revenue by geographic areas.

Allowance for doubtful accounts

The Company reduces gross trade accounts receivable with its allowance for doubtful accounts. The allowance for doubtful accounts is the Company's estimate of the amount of probable credit losses in existing accounts receivable. Management analyzes accounts receivable and historical bad debt experience, customer creditworthiness, current economic trends and changes in customer payment history when evaluating the adequacy of the allowance for doubtful accounts. Provisions to the allowance for doubtful accounts are recorded in general and administrative expenses.

Below is a summary of the changes in the Company's allowance for doubtful accounts for 2013, 2012 and 2011 (in thousands):

	Balance at Beginning of Period		(Benefit) Provision Net of Recoveries			Write-offs			Balance at End of Period
Allowance for doubtful accounts
Year ended December 31, 2013	$	481	$	830		$	(661	)	$	650
Year ended December 31, 2012	225		434			(178		)	481
Year ended December 31, 2011	366		(8		)	(133		)	225

Prepaid and other current assets and deposits and other assets

Included in deposits and other assets in the consolidated balance sheets at December 31, 2013 and 2012 is restricted cash totaling $0.5 million and $0.6 million, respectively, related to security deposits on leased facilities for the Company's New York, New York and Pleasanton, California offices, and a customer letter of credit. The restricted cash represents investments in certificates of deposit required by landlords to meet security deposit requirements for the leased facilities. Restricted cash is included in prepaid and other current assets and deposits and other assets based on the contractual term for the release of the restriction.

Also included in the prepaid and other current assets and deposits and other assets is certain costs related to configuring and implementing hosted third-party software applications that the Company uses to operate its business. These configuration costs are recorded as an asset as the Company has determined that they have probable future economic benefit and are being amortized over their useful life of three years. As of December 31, 2013 and 2012, the Company capitalized configuration costs of $0.5 million; and had remaining unamortized costs of $0.1 million and $0.2 million as of December 31, 2013 and 2012, respectively. These costs do not include such items as, the cost of training, business process reengineering, and data migration, which are expensed as incurred.

Property and Equipment, net

Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three to five years. Leasehold improvements are amortized over the lesser of the assets' estimated useful lives or the related lease terms. Expenditures for maintenance and repairs are expensed as incurred. Cost and accumulated depreciation of assets sold or retired are removed from the respective property accounts and any resulting gain or loss is reflected in the consolidated statements of comprehensive loss.

Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations accounted for using the purchase method of accounting. Goodwill is not amortized, but instead goodwill is required to be tested for impairment annually and under certain circumstances. The Company performs such testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The Company conducts a two-step test for impairment of goodwill. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. If the fair value of a reporting unit is less than the reporting unit's carrying value, the Company will perform the second step of the test for impairment of goodwill. During the second step of the test for impairment of goodwill, the Company will compare the implied fair value of the reporting unit's goodwill with the carrying value of that goodwill. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. The Company has one reporting unit and evaluates goodwill for impairment at the entity level. Based upon the results of the step one testing, the Company concluded that no impairment existed as December 31, 2013, and did not perform the second step of the goodwill impairment test.

Intangible assets with finite lives are amortized over their estimated useful lives of one to twelve years. Generally, amortization is based on the higher of a straight-line method or the pattern in which the economic benefits of the intangible asset will be consumed. There was no impairment expense related to intangible assets during, the years ended December 31, 2013, 2012 and 2011.

The Company also evaluates the recoverability of its long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairment charges recorded during the years ended December 31, 2013, 2012 and 2011.

Business Combinations

The Company recognizes assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

In addition, uncertainties in income tax and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. The Company continues to gather information and evaluates these items and records any adjustments to the Company’s preliminary estimates to goodwill when the Company is within the measurement period. Subsequent to the measurement period, changes to these income tax uncertainties and tax related valuation allowances will affect the Company’s provision for income taxes in the Company’s consolidated statements of operations.

Revenue Recognition

            The Company generates revenue by providing its software applications as a service through on-demand subscription, perpetual and term licenses and related software maintenance, and professional services. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.

Recurring Revenue.    Recurring revenue, which includes SaaS revenue and maintenance revenue, are recognized as revenue ratably over the stated contractual period. SaaS revenue consists of subscription fees from customers accessing our cloud-based service offerings. Maintenance revenue consists of fees from customer purchasing subscriptions and receiving support for our on-premise solution. During 2013, we also recognized revenue associated with overages. Overages are a result of customers using our products in excess of contracted usage. These overages are primarily attributed to our SaaS products and were recorded in SaaS revenue. Revenue related to overages was immaterial for the year ended December 31, 2013.

           Service and Other Revenue.    Service and other revenue primarily consist of training, integration, and configuration services. Generally, the Company's professional services arrangements are on a time-and-materials basis. Time and material services are recognized as revenue as the services are rendered based on inputs to the project, such as billable hours incurred. For fixed-fee professional service arrangements, the Company recognizes revenue under the proportional performance method of accounting and estimates the proportional performance on a monthly basis, utilizing hours incurred to date as a percentage of total estimated hours to complete the project. If the Company does not have a sufficient basis to measure progress toward completion, revenue is recognized upon completion. Service and other revenue also includes license revenue from perpetual licenses which are recognized upon delivery of the product, using the residual method, assuming all the other conditions for revenue recognition have been met.

            In certain arrangements with non-standard acceptance criteria, the Company defers the revenue until the acceptance criteria are satisfied. Reimbursements, including those related to travel and out-of-pocket expenses are included in services and other revenue, and an equivalent amount of reimbursable expenses is included in cost of services and other revenue.

In general, recurring revenue agreements are entered into for twelve to thirty-six months, and the professional services are performed within nine months of entering into a contract with the customer, depending on the size of integration.

SaaS agreements provide specified service level commitments, excluding scheduled maintenance. The failure to meet this level of service availability may require the Company to credit qualifying customers a portion of their subscription and support fees. Based on the Company’s historical experience meeting its service level commitments, the Company does not currently have any liabilities on its balance sheet for these commitments.

The Company commences revenue recognition when all of the following conditions are met:        

• Persuasive evidence of an arrangement exists;

• Delivery has occurred or services have been rendered;

• The fees are fixed or determinable; and    

• Collection of the fees is reasonably assured.

If we determine that any one of the four criteria is not met, we will defer recognition of revenue until all the criteria are met.

Multiple-deliverable arrangements with on-demand subscription.    For on-demand subscription agreements with multiple-deliverables, the Company evaluates each element to determine whether it represents a separate unit of accounting. The Company determines the best estimated selling price of each deliverable in an arrangement based on a selling price hierarchy of methods contained in  Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2009-13, Revenue Recognition (Accounting Standards Codification (“ASC”) Topic 605)-Multiple-Deliverable Revenue Arrangements: The best estimated selling price for a deliverable is based on its vendor-specific objective evidence (“VSOE”), if available, third-party evidence (“TPE”), if VSOE is not available, or estimated selling price (“ESP”), if neither VSOE nor TPE is available. Total arrangement fees are allocated to each element using the relative selling price method. The Company has currently established VSOE for most deliverables, except for fixed fee service arrangements.

The Company considered all of the following factors to establish the ESP for fixed fee service arrangements when sold with its on-demand services: the weighted average actual sales prices of professional services sold on a standalone basis for on-demand services; average billing rate for fixed fee service agreements when sold with on-demand services, cost plus a reasonable mark-up and other factors such as gross margin objectives, pricing practices and growth strategy. The Company is currently using the cost plus a reasonable mark-up to establish ESP for fixed fee service.

Multiple-deliverable arrangements with on-premise license.    For arrangements with multiple-deliverables, including license, professional services and maintenance, the Company recognizes license revenue using the residual method of accounting pursuant to the requirements of the guidance contained in ASC 985-605, Software Revenue Recognition. Under the residual method, revenue is recognized when VSOE for fair value exists for all of the undelivered elements in the arrangement, but does not exist for one or more of the delivered elements in the arrangement. If evidence of fair value cannot be established for the undelivered elements, all of the revenue is deferred until evidence of fair value can be established, or until the items for which evidence of fair value cannot be established are delivered. For maintenance and certain professional services, the Company has established VSOE as a consistent number of standalone sales of this deliverable have been priced within a reasonably narrow range.

Sales and other taxes collected from customers to be remitted to government authorities are excluded from revenue.

Deferred Revenue

Deferred revenue consists of invoicing and payments received in advance of revenue recognition and is recognized as the revenue recognition criteria are met. The Company generally invoices its customers annually, quarterly, or in monthly installments. Accordingly, the deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancellable subscription agreements. Deferred revenue that will be recognized during the succeeding twelve month period is recorded as current deferred revenue, and the remaining portion is recorded as non-current deferred revenue.

Cost of Revenue

Cost of recurring revenue consists primarily of salaries, benefits, allocated overhead costs related to on-demand operations and technical support personnel, as well as allocated amortization of purchased technology. Cost of services revenue consists primarily of salaries, benefits, travel and allocated overhead costs related to consulting, training and other professional services personnel, including cost of services provided by third-party consultants engaged by the Company. Cost of license revenue consists primarily of amortization of purchased technology.

The deferred costs on the Company's consolidated balance sheets totaled $4.8 million and $3.8 million at December 31, 2013 and December 31, 2012, respectively. As of December 31, 2013 and 2012 $3.4 million and $3.0 million of the deferred costs are included in prepaid and other current assets with the remaining amounts included in deposits and other assets in the consolidated balance sheets. The deferred costs mainly represent commission payments to the Company's direct sales force for on-demand subscription and maintenance agreement, which the Company amortizes as sales and marketing expense over the non-cancellable term of the contract as the related revenue is recognized. The commission payments are a direct and incremental cost of the revenue arrangements.

Restructuring Expenses

Restructuring expenses are comprised primarily of employee termination costs related to headcount reductions, costs related to properties abandoned in connection with facilities consolidation including estimated losses related to excess facilities based upon our contractual obligations net of estimated sublease income and related write-downs of leasehold improvements. We reassess the liability for excess facilities periodically based on market conditions.

Research and Development

The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of expenses for research and development staff, the cost of certain third-party service providers and allocated overhead.

Stock-Based Compensation

The Company measures and recognizes compensation expense for stock-based awards made to employees and directors including employee stock options and employee stock purchases under the Company's Employee Stock Purchase Plan ("ESPP") based on estimated fair values on the date of grant using the Black-Scholes option pricing model. Stock-based compensation expense for restricted stock units ("RSU"), relating to both performance and service-based awards, is estimated based on the market value of the Company's stock on the date of grant. The fair value of the performance award assumes that performance goals will be achieved. If such goals are not met, no compensation cost is recognized and any recognized compensation cost is reversed. The value of serviced-based awards is recognized as expense on a straight-line basis over the requisite service periods and the value of performance awards is expensed on an accelerated basis in the Company's consolidated statements of comprehensive loss.

Income Taxes

The Company is subject to income taxes in both the United States and foreign jurisdictions and the Company uses estimates in determining its provision for income taxes. This process involves estimating actual current tax assets and liabilities together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded on the consolidated balance sheets. Net deferred tax assets are recorded to the extent the Company believes that these assets will more likely than not be realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. With the exception of the net deferred tax assets of two of the Company's foreign subsidiaries, the Company maintained a full valuation allowance against its net deferred tax assets at December 31, 2013 because the Company believes that it is not more-likely-than-not that the gross deferred tax assets will be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance, in the event the Company were to determine that it would be able to realize our deferred tax assets in the future, an adjustment to the deferred tax assets would increase net income in the period such determination was made.

Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of accounting for uncertainty in income taxes and in subsequent periods. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense in the accompanying consolidated statement of comprehensive loss. Accrued interest and penalties are included in other liabilities.

Advertising Costs

The Company expenses advertising costs in the period incurred. Advertising expense was $227,000, $146,000, and $7,000 for 2013, 2012 and 2011, respectively.

Comprehensive Income (Loss)

Comprehensive income (loss) is the total of net income (loss), unrealized gains and losses on investments and foreign currency translation adjustments. Unrealized gains and losses on investments and foreign currency translation adjustment amounts are excluded from net loss and are reported in accumulated other comprehensive income (loss) in the accompanying consolidated financial statements.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2013-11 ("ASU 2013-11"), Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 requires an entity to present unrecognized tax benefits as a reduction of a deferred tax asset, except in certain circumstances. ASU 2013-11 is effective for fiscal years and interim periods beginning after December 31, 2013, and early adoption is permitted. Based upon a preliminary review of the guidance, the Company does not anticipate that adoption will have a significant impact on the Company’s condensed consolidated financial statements.

In February 2013, FASB issued Accounting Standards Update 2013-02 ("ASU 2013-02"), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires an entity to present either on the face of the statement where comprehensive income is presented or in the notes to the financial statements, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. ASU 2013-02 was effective for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02, which involves presentation and disclosures only, did not impact the Company’s condensed consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Accounts receivable, allowances (in dollars)	$ 650	$ 481
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	47,817,000	38,538,000
Common stock, shares outstanding	45,478,000	36,199,000
Treasury stock, shares	2,339,000	2,339,000

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Expense Summary

Stock-based compensation expenses of $10.4 million, $13.7 million and $12.3 million was recorded during the years ended December 31, 2013, 2012 and 2011, in the consolidated statement of comprehensive loss. The table below sets forth a summary of stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011 (in thousands).

	Years Ended December 31,
	2013		2012		2011
Stock-based compensation:
Stock Options	$	866	$	838	$	1,171
Restricted Stock Units
Performance Awards	1,097		444		665
Service-based Awards	7,835		11,571		10,173
ESPP	597		802		232
Actek Acquisition Compensation	—		—		42
Total stock-based compensation	$	10,395	$	13,655	$	12,283

As of December 31, 2013, there was $2.6 million, $5.8 million and $0.3 million of total unrecognized compensation expense related to stock options, restricted stock units and the ESPP, respectively. This expense related to stock options, restricted stock units and the ESPP and is expected to be recognized over a weighted average period of 3.3 years, 1.4 years and 0.6 years, respectively.

The table below sets forth the functional classification of stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011 (in thousands):

	Years Ended December 31,
	2013		2012		2011
Stock-based compensation:
Cost of recurring revenue	$	783	$	1,550	$	3,339
Cost of services and other revenue	1,060		2,070		1,495
Sales and marketing	2,420		3,778		1,987
Research and development	1,797		1,782		1,548
General and administrative	4,335		4,475		3,914
Total stock-based compensation	$	10,395	$	13,655	$	12,283

Determination of Fair Value

The fair value of each restricted stock unit, relating to both performance and service-based awards, is estimated based on the market value of the Company's stock on the date of grant and the average historical forfeiture rate. The fair value of the performance award assumes that performance goals will be achieved. If such goals are not met, no compensation cost is recognized and any recognized compensation cost is reversed.

The fair value of each stock option is estimated on the date of grant and the fair value of each ESPP share is estimated on the beginning date of the offering period using the Black-Scholes-Merton valuation model and the assumptions noted in the following table.

	Years Ended December 31,
	2013	2012	2011
Stock Option Plans
Expected life (in years)	5.0 to 6.1	5.0 to 6.0	2.5 to 6.0
Risk-free interest rate	1.41% to 1.93%	0.72% to 1.33%	0.50% to 1.12%
Volatility	61% to 63%	60% to 65%	59% to 69%
Dividend Yield	—	—	—
Employee Stock Purchase Plan
Expected life (in years)	0.5 to 1.0	0.5 to 1.0	0.5 to 1.0
Risk-free interest rate	0.08% to 0.17%	0.13% to 0.20%	0.07% to 0.29%
Volatility	41% to 62%	56% to 62%	39% to 53%
Dividend Yield	—	—	—

Expected Dividend Yield—The Company has never paid dividends and does not expect to pay dividends.

Risk-Free Interest Rate—The risk-free interest rate was based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term.

Expected Term—Expected term represents the period that the Company's stock-based awards are expected to be outstanding. The Company's assumptions about the expected term have been based on historical experience, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards. The expected term for stock options was estimated using the simplified method allowed under SEC guidance.

Expected Volatility—Expected volatility is based on the historical volatility over the expected term.

Forfeiture Rate—The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated by the Company, the Company may be required to record adjustments to stock-based compensation expense in future periods.

Stockholder-Approved Stock Option and Incentive Plans

In June 2013, the 2013 Stock Incentive Plan ("2013 Plan") became effective upon the approval of the Company's Board of Directors and stockholders, and as a result, the 2003 Stock Incentive Plan ("2003 Plan") was expired and replaced. All outstanding shares available for grant under the 2003 Plan were expired upon the adoption of the 2013 Plan.

The Company was authorized to issue 3,469,500 shares of common stock under the 2013 Plan. Under the 2013 plan, the Company's board of directors (or an authorized subcommittee) may grant stock options or other types of stock awards, such as restricted stock, restricted stock units, stock bonus awards or stock appreciation rights. Incentive stock options may be granted only to the Company's employees. Nonstatutory stock options and other stock-based awards may be granted to employees, consultants or non-employee directors. These options vest as determined by the board of directors (or an authorized subcommittee), generally over four years. The restricted stock units also vest as determined by the board, generally over three years. The vesting period generally equals the requisite service period of the individual grantees.

A summary of the Company's shares available for grant and the status of options and awards are as follows:

Shares Available for Grant

	2013		2012		2011
	(Number of Shares)
Beginning Available	2,578,940		2,014,218		3,423,496
Authorized	3,469,500		1,756,431		1,598,985
Granted	(2,024,798	)	(2,519,851	)	(3,434,971	)
Cancelled	1,335,591		1,328,142		426,708
Expired	(2,880,435	)	—		—
Ending Available	2,478,798		2,578,940		2,014,218

Stock Options

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2010	5,470,729		$	4.51
Granted	300,200		5.65
Exercised	(1,168,957	)	3.85			$	2,653
Forfeited	(122,769	)	5.92
Expired	(76,200	)	5.02
Outstanding as of December 31, 2011	4,403,003		4.71
Granted	120,200		5.86
Exercised	(714,820	)	5.16			1,358
Forfeited	(134,346	)	3.52
Expired	(638,555	)	7.64
Outstanding as of December 31, 2012	3,035,482		4.09
Granted	815,500		6.79
Exercised	(1,427,456	)	3.54			6,151
Forfeited	(108,306	)	5.10
Expired	(367,006	)	5.30
Outstanding as of December 31, 2013	1,948,214		$	5.34	5.04	$	16,374
Vested and Expected to Vest as of December 31, 2013	1,791,076		$	5.20	4.67	$	15,291
Exercisable as of December 31, 2013	1,211,511		$	4.53	2.70	$	11,170

Restricted Stock Units

	Number of Shares		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Unreleased as of December 31, 2010	2,268,610
Granted	3,134,771
Released	(1,316,100	)
Forfeited	(227,989	)
Unreleased as of December 31, 2011	3,859,292
Granted	2,399,651
Released	(2,597,880	)
Forfeited	(551,380	)
Unreleased as of December 31, 2012	3,109,683
Granted	1,209,298
Released	(1,754,872	)
Forfeited	(856,695	)
Unreleased as of December 31, 2013	1,707,414		0.91	$	23,443
Vested and Expected to Vest as of December 31, 2013	1,520,513		0.85	$	18,051

Restricted stock units are not considered outstanding at the time of grant, as the holders of these units are not entitled to dividends and voting rights. Unvested restricted stock units are not considered outstanding in the computation of basic net loss per share.

As of December 31, 2013, the range of exercise prices and weighted average remaining contractual life of outstanding options are as follows:

		Options Outstanding			Options Exercisable
Range of Exercise Prices	Number of Shares	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price		Number of Shares	Weighted Average Exercise Price
$2.62 - $3.20	285,007	1.03	$	3.08	279,473	$	3.08
$3.21 - $3.90	215,707	0.97	3.65		202,759	3.67
$4.00 - $4.15	226,000	1.95	4.15		226,000	4.15
$4.31 - $4.84	232,750	2.46	4.61		168,843	4.62
$5.27 - $6.01	272,000	7.21	5.72		150,000	5.49
$6.25 - $6.42	80,700	9.37	6.26		79,100	6.25
$6.59 - $6.59	299,444	9.49	6.59		37,429	6.59
$6.67 - $7.22	77,000	5.87	6.89		33,354	7.17
$7.69 - $7.69	211,556	9.66	7.69		17,337	7.69
$7.92 - $16.03	48,050	5.21	10.93		17,216	13.01
$2.62 - $16.03	1,948,214	5.04	$	5.34	1,211,511	$	4.53

For the year ended December 31, 2013, the weighted-average fair value of stock options and restricted stock units granted by the Company was $3.87 and $5.68 per share, respectively. For the year ended December 31, 2012, the weighted-average fair value of stock options and restricted stock units granted was $3.19 and $6.80 per share, respectively. For the year ended December 31, 2011, the weighted-average fair value of stock options and restricted stock units granted was $2.54 and $5.93 per share, respectively. The total intrinsic value of stock options exercised was $6.2 million, $1.4 million and $2.7 million for 2013, 2012 and 2011, respectively. The total cash received from employees as a result of stock option exercises was $5.1 million, $3.7 million and $4.5 million for 2013, 2012 and 2011, respectively.

Employee Stock Purchase Plan

The Company's Employee Stock Option Plan, which was adopted in 2003 and amended and restated in 2013, is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code. The ESPP is designed to enable eligible employees to purchase shares of the Company's common stock at a discount on a periodic basis through payroll deductions. Each offering period under the ESPP will be for 12 months and will consist of two consecutive six-month purchase periods. The purchase price for shares of common stock purchased under the ESPP will be 85% of the lesser of the fair market value of the Company's common stock on the first day of the applicable offering period and the fair market value of the Company's common stock on the last day of each purchase period. The Company issued approximately 435,000, 407,000 and 325,000 shares during the years ended December 31, 2013, 2012 and 2011 under the ESPP. The weighted-average fair value of stock purchase rights granted under the ESPP during 2013, 2012 and 2011 was $1.96 per share, $1.76 per share and $1.62 per share, respectively.

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Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Mar. 03, 2014	Jun. 28, 2013
Document and Entity Information
Entity Registrant Name	CALLIDUS SOFTWARE INC
Entity Central Index Key	0001035748
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 237.8
Entity Common Stock, Shares Outstanding		45,912,783
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY

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Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders' Equity

Preferred Stock

The Company's certificate of incorporation authorizes 5,000,000 shares of undesignated preferred stock with a par value of $0.001, of which no shares were outstanding as of December 31, 2013 and 2012.

Treasury Stock

In connection with the Convertible Notes issued in May 2011, the Company's Board of Directors approved the repurchase of the Company's outstanding common stock. On July 14, 2011, the Company repurchased 2,338,797 shares of our outstanding common stock for $14.4 million. The Company did not repurchase any of its outstanding common shares in 2013 or 2012.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues:
Recurring	$ 81,734	$ 70,919	$ 63,002
Services and other	30,603	24,033	20,769
Total revenues	112,337	94,952	83,771
Cost of revenues:
Recurring	28,741	30,039	32,820
Services and other	19,048	20,301	16,487
Patent settlement	0	0	701
Total cost of revenues	47,789	50,340	50,008
Gross profit	64,548	44,612	33,763
Operating expenses:
Sales and marketing	34,916	32,442	20,203
Research and development	17,143	16,643	12,025
General and administrative	22,951	19,953	17,726
Income from settlement and patent licensing	(500)	0	0
Acquisition-related contingent consideration	0	(1,612)	0
Restructuring	1,699	1,115	649
Total operating expenses	76,209	68,541	50,603
Operating loss	(11,661)	(23,929)	(16,840)
Interest income and other income (expense), net	264	70	(333)
Induced Conversion of Convertible Debt Expense	(4,776)	0	0
Interest expense	(3,183)	(3,451)	(2,495)
Gain on extinguishment of convertible notes	0	0	915
Loss before provision (benefit) for income taxes	(19,356)	(27,310)	(18,753)
Provision (benefit) for income taxes	2,055	388	(2,919)
Net loss	(21,411)	(27,698)	(15,834)
Net loss per share-basic and diluted
Net loss per share (in dollars per share)	$ (0.55)	$ (0.78)	$ (0.48)
Shares used in basic and diluted per share computation (in shares)	38,858	35,393	32,809
Comprehensive loss
Net loss	(21,411)	(27,698)	(15,834)
Unrealized gains on available-for-sale securities	(11)	26	278
Foreign currency translation adjustments	(63)	24	9
Comprehensive loss	$ (21,485)	$ (27,648)	$ (15,547)

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Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company measures financial assets at fair value on an ongoing basis. The estimated fair value of the Company's financial assets was determined using the following inputs at December 31, 2013 and 2012 (in thousands):

	Fair Value Measurements at Reporting Date Using
December 31, 2013	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds(1)	$	6,306	$	6,306	$	—	$	—
Corporate notes and obligations(2)	6,115		—		6,115		—
U.S. government and agency obligations(2)	1,751		—		1,751		—
Total	$	14,172	$	6,306	$	7,866	$	—

_______________________________________________________________________________

(1) Included in cash and cash equivalents on the consolidated balance sheet.

(2) Included in short-term investments on the consolidated balance sheet.

	Fair Value Measurements at Reporting Date Using
December 31, 2012	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds(1)	$	3,338	$	3,338	$	—	$	—
U.S. Treasury bills(2)	1,000		1,000		—		—
Corporate notes and obligations(2)	6,071		—		6,071		—
U.S. government and agency obligations(2)	5,700		—		5,700		—
Total	$	16,109	$	4,338	$	11,771	$	—
Liabilities:
Contingent consideration(3)	$	1,750	$	—	$	—	$	1,750
Total	$	1,750	$	—	$	—	$	1,750

_______________________________________________________________________________

(1) Included in cash and cash equivalents on the consolidated balance sheet.

(2) Included in short-term investments on the consolidated balance sheet.

(3) Included in accrued expenses on the consolidated balance sheet.

The tables below presents the changes during the period related to balances measured using significant unobservable inputs (Level 3) for years ended December 31, 2013 and 2012 (in thousands):

	Balance at December 31, 2012		Additions		Payments			Balance at December 31, 2013
Liabilities:
Contingent consideration	$	1,750	$	—	$	(1,750	)	$	—
Total	$	1,750	$	—	$	(1,750	)	$	—

During 2013 the Company paid 100% of the earn-out payment related to acquisition of Webcom as a result of achievement of milestones specified in the merger agreement.

Valuation of Investments, Put Option and Warrants

Level 1 and Level 2

The Company's available-for-sale securities include money market funds, U.S. Treasury bills, commercial paper, corporate notes and obligations, and U.S. government and agency obligations. The Company values these securities using a pricing matrix from a pricing service provider, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs). The Company classifies all of its available-for-sale securities, except for money market funds and U.S. Treasury, as having Level 2 inputs. The Company validates the estimated fair value of certain securities from a pricing service provider on a quarterly basis. The valuation techniques used to measure the fair value of the financial instruments having Level 2 inputs, all of which have counterparties with high credit ratings, were derived from the following: non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments or pricing models, with all significant inputs derived from or corroborated by observable market data.

Level 3

Contingent consideration is defined as earn-out payments which the Company may pay in connection with acquisitions. Contingent consideration liabilities are classified as Level 3 liabilities, as the Company uses unobservable inputs to value them, which is a probability-based income approach. Subsequent changes in the fair value of contingent consideration liabilities will be recorded within the acquisition-related contingent consideration in the Company's condensed consolidated statements of comprehensive loss.

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Financial Instruments

12 Months Ended

Dec. 31, 2013

Financial Instruments

Financial Instruments

Financial Instruments

As of December 31, 2013, all marketable debt securities are classified as available-for-sale and carried at estimated fair value, which is determined based on the inputs discussed below.

The Company classifies all highly liquid instruments with an original maturity on the date of purchase of three months or less as cash and cash equivalents. The Company classifies available-for-sale securities that have a maturity date longer than three months to be short-term investments, including those investments with a maturity date of longer than one year that are highly liquid and for which the Company does not have a positive intent to hold to maturity.

Interest income is included within interest income and other income (expense), net in the accompanying consolidated statements of comprehensive loss. Realized gains and losses are calculated using the specific identification method. As of December 31, 2013 and 2012, the Company had no short-term investments in an unrealized loss position for a duration greater than 12 months.

The components of the Company's marketable debt securities classified as available-for-sale were as follows at December 31, 2013 (in thousands):

December 31, 2013	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair value
Cash	$	21,989	$	—	$	—	$	21,989
Cash equivalents:
Money market funds	6,306		—		—		6,306
Total cash equivalents	6,306		—		—		6,306
Total cash and cash equivalents	$	28,295	$	—	$	—	$	28,295
Short-term investments:
U.S. government and agency obligations	6,115		—		—		6,115
Corporate notes and obligations	1,751		—		—		1,751
Total short-term investments	$	7,866	$	—	$	—	$	7,866

For investments in securities classified as available-for-sale, market value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2013 (in thousands):

Contractual maturity	Amortized Cost		Estimated Fair value
Less than 1 year	$	5,066	$	5,066
Between 1 and 2 years	2,800		2,800
Total	$	7,866	$	7,866

The components of the Company's marketable debt securities classified as available-for-sale were as follows for December 31, 2012 (in thousands):

December 31, 2012	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair value
Cash	$	13,062	$	—	$	—	$	13,062
Cash equivalents:
Money market funds	3,338		—		—		3,338
Total cash equivalents	3,338		—		—		3,338
Total cash and cash equivalents	$	16,400	$	—	$	—	$	16,400
Short-term investments:
U.S. Treasury bills	1,000		—		—		1,000
U.S. government and agency obligations	5,700		—		—		5,700
Corporate notes and obligations	6,061		10		—		6,071
Total short-term investments	$	12,761	$	10	$	—	$	12,771

For investments in securities classified as available-for-sale, estimated fair value and the amortized cost of debt securities have been classified in accordance with the following maturity groupings based on the contractual maturities of those securities as of December 31, 2012 (in thousands):

Contractual maturity	Amortized Cost		Estimated Fair value
Less than 1 year	$	6,301	$	6,308
Between 1 and 2 years	6,460		6,463
Total	$	12,761	$	12,771

The Company had realized losses on sales of its investments of zero, zero and 2,000, for the years ended December 31, 2013, 2012, and 2011, respectively. The Company had proceeds, net of purchases of investments, of $4.8 million and $22.3 million from maturities and sales of investments for 2013 and 2012, respectively.

The short-term investments in government obligations or highly rated credit securities generally have minor to moderate fluctuations in the fair values from period to period. The Company monitors credit ratings, downgrades and significant events surrounding these securities so as to assess if any of the impairments will be considered other-than-temporary. The Company did not identify any government obligations or highly rated credit securities held as of December 31, 2013 and 2012 for which the fair value declined significantly below amortized cost and were considered other-than-temporary impairments.

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Related Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

In June 2013, in the normal course of business, the Company entered into agreements with Lithium Technologies, Inc. (“Lithium”). The Chief Financial Officer of Lithium is a member of the Company's board of directors. The Company purchased an annual subscription for Lithium's social media management solutions in the amount of $120,000. In the same period, Lithium entered into a two year hosting agreement with the Company in the amount of $113,000. During the third quarter of 2013, the Company paid the entire annual fee of $120,000 for the social media management solution, of which approximately $62,000 was expensed and $58,000 remains in prepaid and other current assets as of December 31, 2013. During the year ended December 31, 2013, the Company recognized approximately $52,000 in revenue under the $113,000 annual hosting agreement. In addition, during the year ended December 31, 2013, the Company entered into an agreement with Lithium for services in the amount of $143,550, of which approximately $120,000 was recognized during the year.

Webcom Inc., a wholly-owned subsidiary of the Company, uses the services of a third-party vendor to perform product modeling and maintenance of certain equipment. The third-party vendor is owned by a relative of Webcom's senior management. For the year ended December 31, 2013 and 2012, Callidus paid approximately $143,000 and $141,000, respectively, to this vendor.

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The following is a geographical breakdown of consolidated loss before income taxes by income tax jurisdiction (in thousands):

	2013			2012			2011
United States	$	(20,675	)	$	(27,796	)	$	(18,429	)
Foreign	1,319			486			(324		)
Total	$	(19,356	)	$	(27,310	)	$	(18,753	)

The provision (benefit) for income taxes for 2013, 2012 and 2011 consists of the following (in thousands):

	2013		2012			2011
Current:
Federal	$	—	$	4		$	(6	)
State	—		—			26
Foreign	1,815		559			89
Deferred:
Federal	159		(185		)	(2,871		)
State	—		(22		)	(188		)
Foreign	81		32			31
Total provision (benefit) for income taxes	$	2,055	$	388		$	(2,919	)

The increase in provision for income taxes in 2013 from 2012 was primarily due to an increase in foreign withholding taxes and income taxes in foreign jurisdiction.

The provision (benefit) for income taxes differs from the expected tax benefit computed by applying the statutory federal income tax rates to consolidated loss before income taxes as follows (in thousands):

	Year Ended December 31,
	2013			2012			2011
Federal tax at statutory rate	$	(6,581	)	$	(9,286	)	$	(6,376	)
State taxes, net of benefit	—			—			26
Non-deductible expenses	1,248			2,416			1,095
Foreign taxes	1,447			427			230
Current year net operating losses and other deferred tax assets for which no benefit has been recognized	7,320			7,181			5,448
Research and experimentation credit	(1,379		)	—			(100		)
Tax benefit due to the recognition of acquired deferred tax liabilities	—			(350		)	(3,242		)
Total provision (benefit) for income taxes	$	2,055		$	388		$	(2,919	)

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. Net deferred tax assets consist of the following (in thousands):

	As of December 31,
	2013			2012
Deferred tax assets
Net operating loss carryforwards	$	53,902		$	47,799
Accrued expenses	2,161			2,737
Unrealized gain/loss on investments	915			894
Research and experimentation credit carryforwards	10,884			9,480
Capitalized research and experimentation costs	18,100			17,617
Deferred stock compensation	2,223			3,651
Gross deferred tax assets	88,185			82,178
Less valuation allowance	(86,604		)	(78,765		)
Total deferred tax assets, net of valuation allowance	1,581			3,413
Deferred tax liabilities
Property and equipment	(1,602		)	(3,357		)
Goodwill	(887		)	(728		)
Net deferred tax liabilities	$	(908	)	$	(672	)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on the level of historical taxable income and projections for future taxable income over the period in which the temporary differences are deductible, the Company has recorded a valuation allowance against the deferred tax assets for which it believes it is not more likely than not to be realized. As of December 31, 2013 and 2012, a valuation allowance has been recorded on all deferred tax assets, except the deferred tax assets related to two of its foreign subsidiaries, based on the analysis of profitability for those subsidiaries.

The net changes for valuation allowance for years ended December 31, 2013 and 2012 were an increase of $7.8 million and $6.2 million, respectively.

The Company recorded approximately zero and $0.4 million of additional net deferred tax liabilities related to the various acquisitions completed during 2013 and 2012, respectively. The additional deferred tax liabilities create a new source of taxable income, thereby requiring us to release a portion of our deferred tax asset valuation allowance with a related reduction in income tax expense.

As of December 31, 2013, the Company had net operating loss carryforwards for federal and California income tax purposes of $155.9 million and $44.2 million, respectively, available to reduce future income subject to income taxes. The federal net operating loss carryforwards, if not utilized, will expire over 20 years beginning in 2017. The California net operating loss carryforward, if not utilized, will expire over 20 years beginning in 2014.

Not included in the deferred income tax asset balance at December 31, 2013 is approximately $5.7 million, which pertains to certain net operating loss carryforwards resulting from the exercise of employee stock options. When recognized, the tax benefit of these losses will be accounted for as a credit to additional paid-in capital rather than a reduction of the income tax provision.

The Company also has research credit carryforwards for federal and California income tax purposes of approximately $7.7 million and $7.9 million, respectively, available to reduce future income taxes. The federal research credit carryforward, if not utilized, will expire over 20 years beginning in 2018. The California research credit carries forward indefinitely.

Federal and California tax laws impose restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change, as defined in Section 382 of the Internal Revenue Code. The Company's ability to utilize its net operating loss and tax credit carryforwards are subject to limitations under these provisions.

The Company has not provided for federal income taxes on all of the non-U.S. subsidiaries' undistributed earnings as of December 31, 2013 of $1.5 million, because such earnings are intended to be indefinitely reinvested. The residual U.S. tax liability, if such amounts were remitted, would be nominal.

The activity related to the Company's unrecognized tax benefits is set forth below (in thousands):

	Amount
Balance at January 1, 2012	$	2,339
Increases related to prior year tax positions	94
Increases related to current year tax positions	54
Reductions to unrecognized tax benefits as a result of a lapse of applicable statue of limitations	(9		)
Balance at December 31, 2012 (1)	2,478
Increases related to prior year tax positions	175
Increases related to current year tax positions	222
Reductions to unrecognized tax benefits as a result of a lapse of applicable statue of limitations	(32		)
Balance at December 31, 2013 (2)	$	2,843

(1) $2.2 million of the unrecognized tax benefits reduced deferred tax assets and $0.3 million was included in accrued expenses on the consolidated balance sheet.

(2) $2.5 million of the unrecognized tax benefits reduced deferred tax assets and $0.3 million was included in accrued expenses on the consolidated balance sheet.

If recognized, $0.3 million of the unrecognized tax benefits at December 31, 2013 would reduce the Company's annual effective tax rate. The Company also accrued potential penalties and interest of $21,700 related to these unrecognized tax benefits during 2013, and in total, as of December 31, 2013, the Company has recorded a liability for potential penalties and interest of $130,000. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statement of comprehensive loss. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheet. The Company has classified the unrecognized tax benefits as a noncurrent liability, as it does not expect any payment of incremental taxes over the next 12 months. The Company also does not expect its unrecognized tax benefits to change significantly over the next 12 months.

The Company files U.S., state, and foreign income tax returns in jurisdictions with varying statutes of limitations. All tax years generally remain subject to examination by federal and most state tax authorities. In foreign jurisdictions, the 2003 through 2013 tax years generally remain subject to examination by their respective tax authorities.

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Contractual Obligations, Commitments and Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Contractual Obligations, Commitments and Contingencies

Contractual Obligations, Commitments and Contingencies

Contractual Obligations and Commitments

For each of the next five years and beyond, the Company has the following contractual obligations, long-term operating and capital lease obligations and unconditional purchase commitments (in thousands):

	Convertible notes				Term note (1)				Unconditional purchase commitments		Operating lease commitments		Capital lease obligations
	Principal		Interest		Principal		Interest
Year Ending December 31:
2014	$	—	$	674	$	568	$	33	$	1,325	$	2,126	$	1,005
2015	—		674		620		28		848		1,958		1,125
2016	14,197		281		620		20		223		1,702		224
2017	—		—		620		13		—		944		—
2018	—		—		620		5		—		285		—
2019 and beyond	—		—		52		—		—		—		—
Future minimum payments	$	14,197	$	1,629	$	3,100	$	99	$	2,396	$	7,015	2,354
Less: amount representing interest													(59		)
Present value of capital lease obligations													$	2,295

(1) In January 2014, the Company obtained a term note with a principal amount of $3.1 million.

The Company leases its facilities under several non-cancellable operating lease agreements that expire at various dates through 2018. For leases with escalating rent payments, rent expense is amortized on a straight-line basis over the life of the lease. The Company had deferred rent of $0.8 million and $1.0 million as of December 31, 2013 and 2012, respectively. Rent expense for 2013, 2012 and 2011 was $1.9 million, $1.5 million and $1.5 million, respectively. In addition, the Company, in the normal course of business, enters into non-cancellable capital leases with various expiring dates.

Included in deposits and other assets in the consolidated balance sheets at December 31, 2013 and 2012 is restricted cash totaling $0.5 million and $0.6 million, related to security deposits on leased facilities and a customer letter of credit. The restricted cash represents investments in certificates of deposit and secured letters of credit required by landlords to meet security deposit requirements for the leased facilities.

In connection with the Company's acquisitions, the following amounts are payable based on indemnification holdback and earn-out requirements.

On October 3, 2011, the Company acquired Webcom, Inc., which included a $1.6 million indemnity holdback and a $1.8 million earn-out condition. In 2012, $0.6 million of the indemnity holdback was paid and the balance of $1.0 million remains accrued for potential indemnification items. The Company originally accrued $1.6 million for the earn-out condition based on a 90% probability that the amount will become payable and as the condition was met, an additional charge of $0.2 million was recognized with the full balance paid in February 2013.

On January 3, 2012, the Company acquired Leadformix, which included an indemnity holdback of $1.5 million. In January 2013, $1.3 million of the indemnity holdback was paid and the remaining indemnity holdback settled.

On May 4, 2012, the Company acquired 6FigureJobs, which included $0.3 million for indemnity holdback payable upon the one-year anniversary of the closing date. The indemnity holdback was paid in May 2013.

Warranties and Indemnification

The Company generally warrants that its software shall perform to its standard documentation. Under the Company's standard warranty, should a software product not perform as specified in the documentation within the warranty period, the Company will repair or replace the software or refund the license fee paid. To date, the Company has not incurred any costs related to warranty obligations for its software.

The Company's product license and on-demand agreements typically include a limited indemnification provision for claims by third parties relating to the Company's intellectual property. To date, the Company has not incurred and has not accrued for any costs related to such indemnification provisions.

Intellectual Property Litigation

Callidus Software, Inc. v. Xactly Corporation - Settled

On August 31, 2012, the Company filed suit against Xactly Corporation (“Xactly”) in the United States District Court for the Central District of California. The suit alleged that Xactly infringed U.S. Patents 8,046,387 and 7,774,378. On October 24, 2012, the Company amended its complaint to add Xactly's President and Chief Executive Officer as a defendant and to add claims for trademark infringement, false advertising, false and misleading advertising, trade libel, defamation, intentional interference with prospective economic advantage, intentional interference with contractual relations, breach of contract and unfair competition, in addition to patent infringement. On January 28, 2013, the Company further amended its complaint to allege that Xactly also infringed U.S. Patent 6,473,748 and dismissed its intentional interference with contractual relations claim. On March 14, 2013, the case was transferred to the United States District Court in the Northern District of California. On May 31, 2013, the Company and Xactly entered into a stipulated dismissal of the Company's trademark infringement claim whereby Xactly agreed that it would not use the Company's trademarks-in-suit in certain of Xactly's marketing and advertising activities going forward. On November 25, 2013, Callidus, Xactly and Xactly's President and Chief Executive Officer entered into a Settlement, Release, and License Agreement that, among other things, included an agreement by Xactly to pay the Company $2.0 million in license fee, which will be paid in four equal annual installments of $0.5 million beginning November 2013. Upon receipt of installment payments, the Company will record the amount under operating expenses as an offset to legal fees. As of December 31, 2013, the Company has recorded $0.5 million of offset to legal fees under operating expenses regarding this settlement.

TQP Development, LLC v. Callidus Software, Inc. - Settled

On December 14, 2012, TQP Development, LLC (“TQP”) filed suit against Callidus in the United States District Court for the Eastern District of Texas Marshall Division (“Texas District Court”). The suit asserted that Callidus infringed U.S. Patent No. 5,412,730. The Company filed a petition with the PTAB on October 11, 2013 for covered business method patent review of U.S. Patent No. 5,412,730. On December 2, 2013, the Company entered into a Settlement Agreement with TQP for no monetary consideration. Pursuant to the Settlement Agreement, 1) TQP dismissed, with prejudice, its outstanding suit against the Company in the Texas District Court on December 4, 2013, and 2) the PTAB accepted the parties’ joint motion to terminate the covered business method patent review proceeding on December 11, 2013.

Versata Software, Inc. and Versata Development Group, Inc.v.Callidus Software, Inc.- Ongoing

On July 19, 2012, Versata Software, Inc. and Versata Development Group, Inc. (collectively, “Versata”) filed suit against Callidus in the United States District Court for the District of Delaware (“Delaware District Court”). The suit asserted that the Company infringes U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024. The Company believes that the claims are without merit and intends to vigorously defend against these claims. On May 30, 2013, the Company answered the complaint and filed a counterclaim against Versata in the Delaware District Court. The Company's counterclaim asserted that Versata infringes U.S. Patent Nos. 6,269,355, 6,850,924 and 6,473,748. On August 30, 2013, the Company filed petitions with the United States Patent and Trademark Office Patent Trial and Appeal Board (“PTAB”) for covered business method patent review of U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024, which Versata filed responses to on December 12, 2013. The Company also filed a motion with the Delaware District Court on August 30, 2013 to stay the litigation pending completion of the patent review proceedings with the PTAB. On January 8, 2014, the Company was granted leave by the Delaware District Court to add Versata Inc. as a counterclaim defendant. On March 4, 2014, the PTAB instituted covered business method patent review of each of Versata’s patents, namely, U.S. Patent Nos. 7,904,326, 7,908,304 and 7,958,024, finding that it is more likely than not that the Company will prevail in establishing that the challenged claims are not patentable. At this stage in the case, the Company is not in a position to assess whether any loss or adverse effect on the Company's financial condition is probable, or to estimate the range of potential loss, if any.

Other matters

In addition to the above litigation matters, the Company is from time to time a party to other various litigation and customer disputes incidental to the conduct of its business. At the present time, the Company believes that none of these matters are likely to have a material adverse effect on the Company's future financial results.

The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews the need for any such liability on a quarterly basis and records any necessary adjustments to reflect the effect of ongoing negotiations, contract disputes, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case in the period they become known. At December 31, 2013, the Company has not recorded any such liabilities in accordance with accounting for contingencies. However, litigation is subject to inherent uncertainties and our view on these matters may change in the future.

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Stock-Based Compensation (Details 4) (Stock options, USD $)	12 Months Ended
	Dec. 31, 2013
$2.62 - $3.20
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 2.62
Range of exercise prices - upper limit (in dollars per share)	$ 3.20
Options Outstanding, Number of Shares	285,007
Options Outstanding, Weighted Average Remaining Contractual Life	1 year 0 months 11 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 3.08
Options Exercisable, Number of Shares	279,473
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 3.08
$3.21 - $3.90
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 3.21
Range of exercise prices - upper limit (in dollars per share)	$ 3.90
Options Outstanding, Number of Shares	215,707
Options Outstanding, Weighted Average Remaining Contractual Life	0 years 11 months 19 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 3.65
Options Exercisable, Number of Shares	202,759
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 3.67
$4.00 - $4.15
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 4.00
Range of exercise prices - upper limit (in dollars per share)	$ 4.15
Options Outstanding, Number of Shares	226,000
Options Outstanding, Weighted Average Remaining Contractual Life	1 year 11 months 12 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 4.15
Options Exercisable, Number of Shares	226,000
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 4.15
$4.31 - $4.84
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 4.31
Range of exercise prices - upper limit (in dollars per share)	$ 4.84
Options Outstanding, Number of Shares	232,750
Options Outstanding, Weighted Average Remaining Contractual Life	2 years 5 months 16 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 4.61
Options Exercisable, Number of Shares	168,843
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 4.62
$5.27 - $6.01
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 5.27
Range of exercise prices - upper limit (in dollars per share)	$ 6.01
Options Outstanding, Number of Shares	272,000
Options Outstanding, Weighted Average Remaining Contractual Life	7 years 2 months 16 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 5.72
Options Exercisable, Number of Shares	150,000
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 5.49
$6.25 - $6.42
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 6.25
Range of exercise prices - upper limit (in dollars per share)	$ 6.42
Options Outstanding, Number of Shares	80,700
Options Outstanding, Weighted Average Remaining Contractual Life	9 years 4 months 13 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 6.26
Options Exercisable, Number of Shares	79,100
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 6.25
$6.59 - $6.59
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 6.59
Range of exercise prices - upper limit (in dollars per share)	$ 6.59
Options Outstanding, Number of Shares	299,444
Options Outstanding, Weighted Average Remaining Contractual Life	9 years 5 months 26 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 6.59
Options Exercisable, Number of Shares	37,429
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 6.59
$6.67 - $7.22
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 6.67
Range of exercise prices - upper limit (in dollars per share)	$ 7.22
Options Outstanding, Number of Shares	77,000
Options Outstanding, Weighted Average Remaining Contractual Life	5 years 10 months 13 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 6.89
Options Exercisable, Number of Shares	33,354
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 7.17
$7.69 - $7.69
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 7.69
Range of exercise prices - upper limit (in dollars per share)	$ 7.69
Options Outstanding, Number of Shares	211,556
Options Outstanding, Weighted Average Remaining Contractual Life	9 years 7 months 28 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 7.69
Options Exercisable, Number of Shares	17,337
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 7.69
$7.92 - $16.03
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 7.92
Range of exercise prices - upper limit (in dollars per share)	$ 16.03
Options Outstanding, Number of Shares	48,050
Options Outstanding, Weighted Average Remaining Contractual Life	5 years 2 months 16 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 10.93
Options Exercisable, Number of Shares	17,216
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 13.01
$2.62 - $16.03
Stock-Based Compensation
Range of exercise prices - lower limit (in dollars per share)	$ 2.62
Range of exercise prices - upper limit (in dollars per share)	$ 16.03
Options Outstanding, Number of Shares	1,948,214
Options Outstanding, Weighted Average Remaining Contractual Life	5 years 0 months 14 days
Options Outstanding, Weighted Average Exercise Price (in dollars per share)	$ 5.34
Options Exercisable, Number of Shares	1,211,511
Options Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 4.53

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Balance Sheet Components

12 Months Ended

Dec. 31, 2013

Balance Sheet Components

Balance Sheet Components

Balance Sheet Components

Property and equipment consisted of the following (in thousands):

	As of December 31,
	2013		2012
Equipment	$	16,616	$	12,958
Purchased software	6,648		5,094
Furniture and fixtures	1,612		1,540
Leasehold improvements	1,872		1,854
Construction in progress	72		3,340
Property and equipment, gross	26,820		24,786
Less: Accumulated depreciation	15,469		14,206
Property and equipment, net	$	11,351	$	10,580

Depreciation expense for 2013, 2012 and 2011 was $4.5 million, $3.1 million and $3.1 million, respectively.

Property and equipment included a total of $7.3 million and $3.4 million in assets acquired under capital leases for the years ended December 31, 2013 and 2012, respectively. Accumulated amortization relating to capital lease totaled $3.5 million, and $2.3 million for the years ended December 31, 2013 and 2012, respectively. Amortization of assets under capital leases is included in depreciation expense.

Prepaids and other current assets consisted of the following (in thousands):

	As of December 31,
	2013		2012
Convertible debt issuance costs, current portion	129		536
Prepaid taxes	403		362
Deferred costs	3,381		2,992
Prepaid insurance	293		540
Prepaid expenses	1,945		1,858
Other current assets	81		430
Total prepaid and other current assets	$	6,232	$	6,718

Accrued payroll and related expenses consisted of the following (in thousands):

	As of December 31,
	2013		2012
Vacation accrual	$	2,139	$	1,874
Commissions	2,177		1,823
Bonus	1,262		381
ESPP	686		636
Severance liability	252		589
Accrued payroll related expenses	861		551
Total accrued payroll related expenses	$	7,377	$	5,854

Accrued expenses consisted of the following (in thousands):

	As of December 31,
	2013		2012
Sales tax payable	$	1,099	$	684
Accrued interest payable	60		234
Income taxes payable	87		95
Restructuring facility liability	98		49
Accrued expenses	4,051		7,102
Total accrued expenses	$	5,395	$	8,164

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Convertible Notes

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Convertible Notes

Convertible Notes

As of December 31, 2013, the Company had an aggregate principal amount of $14.2 million of the 4.75% Convertible Senior Notes (“Convertible Notes”) due in 2016 outstanding. Interest is payable on June 1 and December 1 of each year until the maturity date of June 1, 2016 unless the Convertible Notes are converted, redeemed or repurchased. The Convertible Notes are senior unsecured obligations of the Company. Based on market prices, the fair value of the Convertible Notes was $20.3 million and $58.0 million as of December 31, 2013 and December 31, 2012, respectively.

During the fourth quarter of 2013, the Company entered into agreements with three existing holders of its Convertible Notes pursuant to which such holders converted $45.0 million aggregate principal amount of the Convertible Notes into 5,837,015 shares of the Company’s common stock. In addition to issuing the requisite number of shares of the Company’s common stock pursuant to the terms of the Convertible Notes, the Company also paid accrued interest of $0.3 million, associated broker cost, cash and stock premium of $4.8 million. The cash and stock premium are recognized as Debt Conversion Expense on the Consolidated Statement of Comprehensive Loss for the twelve months ended December 31, 2013. Additionally, the Company reclassified $1.0 million of deferred debt issuance costs to additional paid-in capital in connection with the conversion of the Convertible Notes.

The Convertible Notes contain an optional redemption feature which allows the Company, any time after June 6, 2014, to redeem all or part of the Convertible Notes for cash if the last reported sale price per share of common stock (as defined below) has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading-day period ending within five trading days prior to the date on which the Company provides notice of redemption. The redemption price would be 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest.

Holders may convert the Convertible Notes into common stock of the Company at any time at a conversion rate of 129.6596 shares of common stock per $1,000 principal amount, or approximately $7.71 per share, subject to certain adjustments. If holders convert their notes in connection with a "make-whole fundamental change", such holders are entitled, under certain circumstances, to an increase in the conversion rate for notes surrendered. Upon conversion, the Company will satisfy its conversion obligations by delivering shares of the Company's common stock.

The Convertible Notes are recorded as long-term debt. The current balance of the debt issuance costs associated with the issuance of the Convertible Notes is recorded within prepaid and other current assets, and the non-current balance is recorded within deposits and other assets, and is being amortized to interest expense over the terms of the Convertible Notes. At December 31, 2013 and 2012, $0.1 million and $0.5 million, respectively, of the debt issuance costs are included in prepaid and other current assets, with the remaining amounts of $0.2 million and $1.3 million, respectively, recorded in deposits and other assets.

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Net Loss Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share

Basic net loss per share is calculated by dividing net loss for the period by the weighted average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted average common shares outstanding, adjusted for all dilutive potential common shares, which includes shares issuable upon the conversion of the Convertible Notes, the exercise of outstanding common stock options, the release of restricted stock, and purchases of shares under the ESPP to the extent these shares are dilutive. For 2013, 2012 and 2011, the diluted net loss per share calculation was the same as the basic net loss per share calculation as all potential common shares were anti-dilutive.

Diluted net loss per share does not include the effect of the following potential weighted average common shares because to do so would be anti-dilutive for the periods presented (in thousands):

	Years Ended December 31,
	2013	2012	2011
Restricted stock	1,918	3,543	3,672
Stock options	2,490	3,299	4,713
ESPP	42	67	76
Convertible notes	7,129	7,680	5,344
Total	11,579	14,589	13,805

The weighted average exercise price of stock options excluded for 2013, 2012 and 2011 was $4.42, $4.74 and $4.56, respectively.

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Income Taxes (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Tax Credit Carryforward [Line Items]
Net operating loss carryforwards resulting from exercise of employee stock options	$ 5,700,000
Undistributed earnings of the non-U.S. subsidiaries	1,500,000
Activity related to the Company's unrecognized tax benefits
Balance at the beginning of the period	2,478,000	[1]	2,339,000
Increases related to prior year tax positions	175,000		94,000
Increases related to current year tax positions	222,000		54,000
Reductions to unrecognized tax benefits as a result of a lapse of applicable statue of limitations	(32,000)		(9,000)
Balance at the end of the period	2,843,000	[2]	2,478,000	[1]
Amount of unrecognized tax benefits included as reserve against deferred tax assets	2,500,000		2,200,000
Amount of unrecognized tax benefits included in accrued expenses	300,000		300,000
Unrecognized tax benefits which would reduce annual effective tax rate, if recognized	300,000
Accrued potential penalties and interest related to unrecognized tax benefits	21,700
Liability for potential penalties and interest	130,000
Research credit carryforwards | Federal
Tax Credit Carryforward [Line Items]
Research credit carryforwards	7,700,000
Expiry period of tax credit carryforward, if not utilized	20 years
Research credit carryforwards | California
Tax Credit Carryforward [Line Items]
Research credit carryforwards	$ 7,900,000

[1] $2.2 million of the unrecognized tax benefits reduced deferred tax assets and $0.3 million was included in accrued expenses on the consolidated balance sheet.

[2] $2.5 million of the unrecognized tax benefits reduced deferred tax assets and $0.3 million was included in accrued expenses on the consolidated balance sheet.

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Employee Benefit Plan (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
Employer matching contribution as a percentage of employee's contribution	50.00%
Maximum annual contribution to the plan made by the employer	$ 1,000
Expense recognized related to 401(k) tax-deferred savings plan	$ 220,000	$ 225,000

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Income Taxes (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012 subsidiary	Dec. 31, 2011
Loss before income taxes
United States	$ (20,675,000)	$ (27,796,000)	$ (18,429,000)
Foreign	1,319,000	486,000	(324,000)
Loss before provision (benefit) for income taxes	(19,356,000)	(27,310,000)	(18,753,000)
Current:
Federal	0	4,000	(6,000)
State	0	0	26,000
Foreign	1,815,000	559,000	89,000
Deferred:
Federal	159,000	(185,000)	(2,871,000)
State	0	(22,000)	(188,000)
Foreign	81,000	32,000	31,000
Total provision (benefit) for income taxes	2,055,000	388,000	(2,919,000)
Reconciliation of provision (benefit) for income taxes that differs from the expected tax benefit computed by applying the statutory federal income tax rates to consolidated loss before income taxes
Federal tax at statutory rate	(6,581,000)	(9,286,000)	(6,376,000)
State taxes, net of benefit	0	0	26,000
Non-deductible expenses	1,248,000	2,416,000	1,095,000
Foreign taxes	1,447,000	427,000	230,000
Current year net operating losses and other deferred tax assets for which no benefit has been recognized	7,320,000	7,181,000	5,448,000
Research and experimentation credit	(1,379,000)	0	(100,000)
Tax benefit due to the recognition of acquired deferred tax liabilities	0	(350,000)	(3,242,000)
Total provision (benefit) for income taxes	2,055,000	388,000	(2,919,000)
Deferred tax assets
Net operating loss carryforwards and deferred start-up costs	53,902,000	47,799,000
Accrued expenses and 481(a)	2,161,000	2,737,000
Unrealized gain/loss on investments	915,000	894,000
Research and experimentation credit carryforwards	10,884,000	9,480,000
Capitalized research and experimentation costs	18,100,000	17,617,000
Deferred stock compensation	2,223,000	3,651,000
Gross deferred tax assets	88,185,000	82,178,000
Less valuation allowance	(86,604,000)	(78,765,000)
Total deferred tax assets, net of valuation allowance	1,581,000	3,413,000
Deferred tax liabilities
Property and equipment	(1,602,000)	(3,357,000)
Goodwill	(887,000)	(728,000)
Net deferred tax assets (liabilities)	(908,000)	(672,000)
Valuation allowance
Number of foreign subsidiaries for which there is no valuation allowance on deferred tax assets	2	2
Net changes for valuation allowance	(7,800,000)	(6,200,000)
Additional net deferred tax liabilities related to the various acquisitions completed during the year	0	400,000
Federal
Net operating loss carryforwards
Outstanding net operating loss carryforwards	155,900,000
Expiry period of net operating loss carryforwards, if remained unutilized	20 years
California
Net operating loss carryforwards
Outstanding net operating loss carryforwards	$ 44,200,000
Expiry period of net operating loss carryforwards, if remained unutilized	20 years

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Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Schedule of potential weighted average common shares excluded from computation of diluted net loss per share

Diluted net loss per share does not include the effect of the following potential weighted average common shares because to do so would be anti-dilutive for the periods presented (in thousands):

	Years Ended December 31,
	2013	2012	2011
Restricted stock	1,918	3,543	3,672
Stock options	2,490	3,299	4,713
ESPP	42	67	76
Convertible notes	7,129	7,680	5,344
Total	11,579	14,589	13,805

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Fair Value Measurements (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2013
Liabilities:
Balance at the beginning of the period	$ 1,750,000
Additions	0
Adjustment	(1,750,000)
Balance at the end of the period	0
Webcom
Liabilities:
Additional charge recognized under earn-out consideration	200,000
Contingent consideration
Liabilities:
Balance at the beginning of the period	1,750,000
Additions	0
Adjustment	(1,750,000)
Balance at the end of the period	$ 0

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Employee Benefit Plan

12 Months Ended

Dec. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plan

Employee Benefit Plan

In 1999, the Company established a 401(k) tax-deferred savings plan ("401(k) plan"), whereby eligible employees may contribute a percentage of their eligible compensation up to the maximum allowed under IRS rules. Company contributions are discretionary, and no such Company contributions have been made since the inception of this plan up until December 31, 2011. Beginning January 1, 2012, the Company contributed 50% of each dollar that an employee contributed to their 401(k) plan up to a maximum of $1,000 annually, and the vesting of the Company contributions will be based on years of service. During the year ended December 31, 2013 and 2012, the Company recognized approximately $220,000 and $225,000 in expense related to the 401 (k) plan match.

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The Company and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of changes in the Company's reserve accounts

Below is a summary of the changes in the Company's allowance for doubtful accounts for 2013, 2012 and 2011 (in thousands):

	Balance at Beginning of Period		(Benefit) Provision Net of Recoveries			Write-offs			Balance at End of Period
Allowance for doubtful accounts
Year ended December 31, 2013	$	481	$	830		$	(661	)	$	650
Year ended December 31, 2012	225		434			(178		)	481
Year ended December 31, 2011	366		(8		)	(133		)	225

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Financial Instruments (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Contractual maturity, Amortized Cost
Less than 1 year	$ 5,066,000	$ 6,301,000
Between 1 and 2 years	2,800,000	6,460,000
Total	7,866,000
Total		12,761,000
Contractual maturity, Estimated Fair value
Less than 1 year	5,066,000	6,308,000
Between 1 and 2 years	2,800,000	6,463,000
Total	7,866,000	12,771,000
Other disclosures pertaining to available-for-sale securities
Realized losses on sale of investments	0	0	(2,000)
Proceeds from maturities and sales of investments, net of purchases	$ 4,800,000	$ 22,300,000

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The Company and Significant Accounting Policies (Details 3) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Business Combinations
Measurement period of business combinations	1 year
Cost of Revenues
Deferred costs	$ 4,800,000	$ 3,800,000
Deferred costs included in prepaid and other current assets	3,400,000	3,000,000
Advertising Costs
Advertising expense	$ 227,000	$ 146,000	$ 7,000

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Other Comprehensive Income	Accumulated Deficit
Balance at Dec. 31, 2010	$ 28,082	$ 31	$ 222,363	$ 0	$ (98)	$ (194,214)
Balance (in shares) at Dec. 31, 2010		32,624,000		0
Increase (Decrease) in Shareholders' Equity
Exercise of stock options under stock incentive plans	4,498	1	4,497
Exercise of stock options under stock incentive plans (in shares)		1,169,000
Issuance of common stock under stock purchase plans	1,057		1,057
Issuance of common stock under stock purchase plans (in shares)		325,000
Issuance of common stock under restricted stock plans, net of shares withheld for employee taxes	(1,401)	1	(1,402)
Issuance of common stock under restricted stock plans, net of shares withheld for employee taxes (in shares)		1,080,000
Repurchases of common stock	(14,430)			(14,430)	0	0
Repurchases of common stock (in shares)				2,339,000
Stock-based compensation	12,241		12,241
Acquisition-related consideration	42		42
Acquisition-related consideration (in shares)		0
Unrealized gain (loss) on investments	278				278
Cumulative translation adjustment	9				9
Net loss	(15,834)					(15,834)
Balance at Dec. 31, 2011	14,542	33	238,798	(14,430)	189	(210,048)
Balance (in shares) at Dec. 31, 2011		35,198,000		2,339,000
Increase (Decrease) in Shareholders' Equity
Exercise of stock options under stock incentive plans	3,683	1	3,682
Exercise of stock options under stock incentive plans (in shares)		715,000
Issuance of common stock under stock purchase plans	1,542		1,542
Issuance of common stock under stock purchase plans (in shares)		407,000
Issuance of common stock under restricted stock plans, net of shares withheld for employee taxes	(2,346)	0	(2,346)
Issuance of common stock under restricted stock plans, net of shares withheld for employee taxes (in shares)		2,218,000
Stock-based compensation	13,655		13,655
Unrealized gain (loss) on investments	26				26
Cumulative translation adjustment	24				24
Net loss	(27,698)					(27,698)
Balance at Dec. 31, 2012	3,428	34	255,331	(14,430)	239	(237,746)
Balance (in shares) at Dec. 31, 2012		38,538,000		2,339,000
Increase (Decrease) in Shareholders' Equity
Exercise of stock options under stock incentive plans	5,055	1	5,054
Exercise of stock options under stock incentive plans (in shares)		1,429,000
Issuance of common stock under stock purchase plans	1,574	1	1,573
Issuance of common stock under stock purchase plans (in shares)		435,000
Issuance of common stock under restricted stock plans, net of shares withheld for employee taxes	(1,297)	3	(1,300)
Issuance of common stock under restricted stock plans, net of shares withheld for employee taxes (in shares)		1,544,000
Stock-based compensation	10,395		10,395
Conversion of debt to equity	44,383	6	44,377
Conversion of debt to equity (in shares)		5,871,000
Unrealized gain (loss) on investments	(11)				(11)
Cumulative translation adjustment	(63)				(63)
Net loss	(21,411)					(21,411)
Balance at Dec. 31, 2013	$ 42,053	$ 45	$ 315,430	$ (14,430)	$ 165	$ (259,157)
Balance (in shares) at Dec. 31, 2013		47,817,000		2,339,000

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Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the fiscal years ended December 31, 2013 and 2012 are as follows (in thousands):

	Goodwill
Balance as of December 31, 2011	$	24,416
Acquisitions	6,791
Balance as of December 31, 2012	$	31,207
Acquisitions	—
Balance as of December 31, 2013	$	31,207

Intangible assets consisted of the following as of December 31, 2013 and 2012 (in thousands):

	December 31, 2012 Cost		December 31, 2012 Net		Additions		Amortization Expense			December 31, 2013 Net		Weighted Average Amortization Period (Years)
Developed technology	$	20,576	$	12,384	$	611	$	(3,326	)	$	9,669	4.3
Customer relationships	8,154		4,952		—		(876		)	4,076		4.9
Tradenames	1,522		1,040		—		(212		)	828		5.2
Favorable lease	40		1		13		(14		)	—		N/A
Patents and licenses	3,059		2,744		—		(351		)	2,393		7.6
Other	142		75		—		(46		)	29		0.5
Total	$	33,493	$	21,196	$	624	$	(4,825	)	$	16,995

	December 31, 2011 Cost		December 31, 2011 Net		Additions		Amortization Expense			December 31, 2012 Net		Weighted Average Amortization Period (Years)
Developed technology	$	15,179	$	10,626	$	5,397	$	(3,639	)	$	12,384	5.1
Customer relationships	6,884		4,542		1,270		(860		)	4,952		5.8
Tradenames	1,202		942		320		(222		)	1,040		5.9
Favorable lease	40		14		—		(13		)	1		0.0
Patents and licenses	1,525		1,522		1,534		(312		)	2,744		8.4
Other	142		123		—		(48		)	75		1.5
Total	$	24,972	$	17,769	$	8,521	$	(5,094	)	$	21,196

Intangible assets include third-party software licenses used in our products and acquired assets related to the Company's acquisitions. Costs incurred to renew or extend the term of a recognized intangible asset are expensed in the period incurred.

Amortization expense related to intangible assets was $4.8 million, $5.1 million and $3.5 million in 2013, 2012 and 2011, respectively, and was charged to cost of revenue for purchased technology, sales and marketing expense for customer relationships and general and administrative expense for the favorable lease and other. The Company's intangible assets are amortized over their estimated useful lives of one to twelve years. Total future expected amortization is as follows (in thousands):

	Developed Technology		Customer Relationships		Tradenames		Patents and Licenses		Other
Year Ending December 31:
2014	$	2,524	$	873	$	179	$	349	$	29
2015	2,118		873		179		343		—
2016	2,123		876		151		344		—
2017	1,813		768		142		343		—
2018	1,082		502		100		313		—
2019 and beyond	9		184		77		701		—
Total expected amortization expense	$	9,669	$	4,076	$	828	$	2,393	$	29

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Stock-Based Compensation (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Classification of stock-based compensation expense
Stock-based compensation expense	$ 10,395	$ 13,655	$ 12,283
Cost of recurring revenues
Classification of stock-based compensation expense
Stock-based compensation expense	783	1,550	3,339
Cost of services and other revenues
Classification of stock-based compensation expense
Stock-based compensation expense	1,060	2,070	1,495
Sales and marketing
Classification of stock-based compensation expense
Stock-based compensation expense	2,420	3,778	1,987
Research and development
Classification of stock-based compensation expense
Stock-based compensation expense	1,797	1,782	1,548
General and administrative
Classification of stock-based compensation expense
Stock-based compensation expense	$ 4,335	$ 4,475	$ 3,914

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Subsequent Event Subsequent Event (Details) (Subsequent Event [Member], LeadRocket [Member], USD $) In Millions, unless otherwise specified	Feb. 28, 2014
Subsequent Event [Member] | LeadRocket [Member]
Subsequent Event [Line Items]
Total purchase consideration	$ 3.0
Indemnity holdback	$ 0.5

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Restructuring (Tables)

12 Months Ended

Dec. 31, 2013

Restructuring and Related Activities [Abstract]

Summary of accrued restructuring expenses

The following table sets forth a summary of accrued restructuring expenses for 2013 and 2012 (in thousands):

	December 31, 2012		Cash Payments			Additions		Adjustments			December 31, 2013
Severance and termination-related costs	$	589	$	(2,147	)	$	1,706	$	(7	)	$	141
Facilities related costs	289		(55		)	—		—			234
Total accrued restructuring expenses	$	878	$	(2,202	)	$	1,706	$	(7	)	$	375

	December 31, 2011		Cash Payments			Additions		Adjustments			December 31, 2012
Severance and termination-related costs	$	—	$	(422	)	$	1,198	$	(187	)	$	589
Facilities related costs	443		(258		)	209		(105		)	289
Total accrued restructuring expenses	$	443	$	(680	)	$	1,407	$	(292	)	$	878

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The Company and Significant Accounting Policies (Details) (Allowance for doubtful accounts, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Allowance for doubtful accounts
Changes in reserve accounts
Balance at Beginning of Period	$ 481	$ 225	$ 366
(Benefit) Provision Net of Recoveries	830	434	(8)
Write-offs	(661)	(178)	(133)
Balance at End of Period	$ 650	$ 481	$ 225

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Stockholders' Rights Plan

12 Months Ended

Dec. 31, 2013

Stockholders' Rights Plan

Stockholders' Rights Plan

Stockholders' Rights Plan

On August 31, 2004, the Company's board of directors approved the adoption of a Stockholder Rights Plan ("Rights Plan") and reserved 100,000 shares of participating, non-redeemable preferred stock for issuance upon exercise of the rights. The number of shares of preferred stock reserved for issuance may be increased by resolution of the board of directors without shareholder approval. The Rights Plan was amended on September 28, 2004.

On March 13, 2013, the Company entered into a Second Amendment to Rights Agreement (“Second Amendment), which amended the Rights Plan by accelerating the final expiration date of the rights to March 31, 2013. As a result of the Second Amendment, as of March 31, 2013, the rights were no longer outstanding and exercisable, and the Rights Plan was effectively terminated.