8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2007

CHORDIANT SOFTWARE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	93-1051328
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

 Commission file number:

000-29357

20400 Stevens Creek Boulevard, Suite 400

 Cupertino, CA    95014

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (408) 517-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On July 23, 2007, David Weymouth, a member of the Board of Directors of Chordiant Software, Inc. (the “Company”), advised Steven R. Springsteel, the Chairman, President and CEO of the Company that Mr. Weymouth intended to resign as a member of the Board of Directors as a result of the pressing demands on his schedule after having accepted a full time position with a company located in the United Kingdom.   Mr. Weymouth has advised Mr. Springsteel that he intends to remain a member of the Board of Directors until the earlier of November, 2007 or such time as the Board of Directors has appointed his successor to the Board.  The Nominating and Governance Committee of the Board of Directors has initiated efforts to identify a qualified person from outside of the Company to serve as an independent member of the Board of Directors in replacement of Mr. Weymouth.

On July 24, 2007, the Board of Directors of the “Company approved the following compensation arrangements for James St. Jean, the Company’s Vice President of Worldwide Engineering.

·   Mr. St. Jean will receive a one-time cash bonus of $30,000, payable as soon as practicable.

·   In 2006, Chordiant’s Audit Committee conducted an independent investigation into Chordiant’s historical practices of granting stock options, which investigation was more fully disclosed in Chordiant’s Annual Report on Form 10-K for the period of October 1, 2005 to September 30, 2006.  As a result of such investigation, Chordiant’s Audit Committee had determined that certain stock options, including three stock options issued to Mr. St. Jean between 2001 to 2004 (the “Options”), were issued on terms that did not reflect the appropriate grant date and therefore did not provide for an exercise price that was equal to 100% of the fair market value of Chordiant’s common stock on the appropriate measurement date (the “Corrected Exercise Price”).  On June 23, 2007, Chordiant’s Compensation Committee recommended to Chordiant’s Board that Mr. St. Jean’s Options be amended, subject to the agreement of Mr. St. Jean, to increase the exercise price of that number of the shares subject to each Option that had not yet been exercised and which are subject to adverse treatment under Section 409A of the Internal Revenue Code of 1986.  On July 24, 2007, the Board of Directors authorized the Company to offer to reprice such Options on the terms recommended by the Compensation Committee under the terms of an Amendment to Option Agreement in the form attached hereto as Exhibit 99.1.  

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     99.1  Form of Amendment to Option Agreement Mr. St. Jean and the Company.

Safe Harbor Statement

This current report on Form 8-K includes "forward-looking statements" that are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements.  Forward-looking statements in this report are generally identified by words, such as "believes," "anticipates," "plans," "expects," "will," "would," "guidance," "projects" and similar expressions which are intended to identify forward-looking statements.  There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements.  Further information on potential factors that could affect Chordiant are included in risks detailed from time to time in Chordiant's SEC filings, including, without limitation, Chordiant's Annual Report on Form 10-K for the period of October 1, 2005 to September 30, 2006, and Chordiant’s most recent quarterly report on Form 10-Q.  These filings are available on a Web site maintained by the Securities and Exchange Commission at http://www.sec.gov.  Chordiant does not undertake an obligation to update forward-looking or other statements in this report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated July 27, 2007	CHORDIANT SOFTWARE, INC
	By:	/s/    STEVEN R. SPRINGSTEEL
		Steven R. Springsteel Chairman, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Amendment to Option Agreement

July 24, 2007

James St. Jean

Dear Jim:

Chordiant Software, Inc. (“Chordiant”) has previously granted to you, pursuant to the Chordiant Software, Inc. 1999 Equity Incentive Plan (the “Plan”), the stock options set forth on the attached Exhibit A (the “Options”) to purchase shares of Chordiant’s common stock.  Chordiant and you hereby agree to certain amendments to your Options on the terms and conditions set forth in this letter agreement.

1.           Determination of the Committee.  Chordiant’s Audit Committee (the “Committee”) has determined that the Options were issued on terms that did not reflect the appropriate accounting measurement date and therefore did not provide for an exercise price that was equal to 100% of the fair market value of Chordiant’s common stock on the appropriate measurement date.  Exhibit A hereto sets forth the appropriate measurement date (as determined by the Committee, the “Revised Grant Date”) and the fair market value (as determined pursuant to the Plan) of our common stock for the Revised Grant Date (the “Corrected Exercise Price”).

2.           Amendment to the Options.   The applicable Corrected Exercise Price for each Option is greater than the exercise price per share set forth in the applicable stock option agreement for each Option.  Chordiant and you hereby amend each of your Options to increase the exercise price of that number of the shares subject to each Option that have not yet been exercised and which are subject to adverse treatment under Section 409A of the Internal Revenue Code of 1986 (as set forth on Exhibit A under the heading “409A Shares”) to the applicable Corrected Exercise Price.

3.           Effect of Option Amendments.  Except as expressly set forth in this letter agreement, all other terms and conditions of your Options will remain unchanged.  The amendment of your Options will be effective as of the date you sign this letter agreement as indicated below (the “Effective Date”).  Your ability to exercise the Options, as amended, will remain subject to the terms of the applicable option agreements (as amended by this letter agreement), your compliance with applicable laws and requirements (including any legal limitations, requirements or restrictions arising from Chordiant’s situation in relation to its equity compensation practices) and Chordiant’s policies on trading in Company securities.

4.           Section 409A Consequences.  While we believe that the actions contemplated by this letter agreement should minimize the potential adverse tax consequences under Section 409A with respect to your Options, and should not otherwise give rise to adverse tax consequences under Section 409A in respect of the Options, such interpretation is not free from doubt.  You are encouraged to consult with your personal financial, tax and legal advisors regarding this letter agreement.  No representation or warranty is made by Chordiant with respect to the tax consequences of this letter agreement.

5.           General Terms.  This letter agreement contains the entire understanding regarding the subjects addressed herein, and supersedes any and all prior representations and agreements regarding the subject matter of this letter agreement.  However, this letter agreement does not modify, amend or supersede written agreements that are consistent with the enforceable provisions of this letter agreement.  Once effective and enforceable, this letter agreement can be changed only by another written agreement signed by you and a duly authorized executive of Chordiant.  Chordiant and you acknowledge and agree that nothing in this letter agreement shall be construed or interpreted as an admission or conclusion of wrongdoing or liability (or the lack thereof) on the part of either Chordiant or you, and you expressly agree that you shall not use the offer or the acceptance of this letter agreement as a defense in any proceeding or action that may be brought or threatened at any time and to which Chordiant is a party.  Should any provision of this letter agreement be determined by any court of competent jurisdiction or arbitrator to be wholly or partially invalid or unenforceable, the legality, validity and enforceability of the remaining parts, terms, or provisions are intended to remain in full force and effect.

Please sign this letter agreement in the space provided below, and return an original copy to Derek Witte on or before July 31, 2007.  If you have any questions regarding this letter agreement, please contact Derek Witte at (408) 517-6169.

Best regards,

Steven R. Springsteel

President, Chief Executive Officer and Chairman of the Board

ACKNOWLEDGED & AGREED:

James St. Jean

Date: July 24, 2007

Exhibit A

List of Options

Grant Number	Revised Grant Date	Corrected Exercise Price	Outstanding Unexercised Shares	Number of 409A Shares	Discount
El1337	7-14-03	$5.00	34,000	7,083	$2.50
El1515	6-17-04	$10.80	10,500	8,750	$0.37
El2112	11-29-01	$9.13	3,600	750	$4.63