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): August 25, 2010

SuccessFactors, Inc.

(Exact Name of the Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33755	94-3398453
(Commission File Number)	(IRS Employer Identification No.)
1500 Fashion Island Blvd., Suite 300, San Mateo, CA	94404
(Address of Principal Executive Offices)	(Zip Code)

(650) 645-2000

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

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)

[   ] 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 August 25, 2010, the Board of Directors approved a change to SuccessFactors, Inc.'s (the "Company") 2010 Corporate Bonus Plan (the "2010 Bonus Plan"). The Company's Chief Executive Officer and his direct reports, including the named executive officers, can elect to receive restricted stock units ("RSUs") in lieu of all or a portion of the annual component of any cash bonus payments that might be payable under the 2010 Bonus Plan. For those executive officers that elect to receive equity awards in lieu of any cash bonus, the number of RSUs granted will be based on the amount of the annual component of the bonus otherwise payable to the executive officer, divided by the closing price of the Company's common stock on the date of payment of the bonus.

In addition, it was determined that the non-GAAP operating income increase due to the payment of any bonuses in RSUs, rather than cash, would be excluded from determining the achievement level of non-GAAP operating profitability targets. Accordingly, non-GAAP operating income targets will be increased by the amount of any non-cash expense associated with the election.

In future years, such persons will be able to irrevocably elect to receive RSUs in lieu of all or 50% of the annual or quarterly component of any cash bonus payments that might be payable under an applicable bonus plan during the year.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
99.1	Description of 2010 Corporate Bonus Plan, as amended
99.2	Form of Irrevocable Election Form to 2010 Corporate Bonus Plan

SIGNATURES

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 thereunto duly authorized.

SUCCESSFACTORS, INC.
By:	/s/   Hillary Smith Hillary Smith General Counsel and Secretary

Date: August 25, 2010

EXHIBIT INDEX

Number	Description
99.1	Description of 2010 Corporate Bonus Plan, as amended
99.2	Form of Irrevocable Election Form to 2010 Corporate Bonus Plan

EX-99.2

Exhibit 99.2

SUCCESSFACTORS, INC.

FORM OF IRREVOCABLE ELECTION FORM

ELECTION INSTRUCTIONS: COMPLETE THIS FORM, SIGN IT, AND SUBMIT IT TO [________________] AS SOON AS POSSIBLE, BUT IN NO EVENT LATER THAN _________.

I, __________________________, have received and read the SuccessFactors, Inc. 2007 Equity Incentive Plan, as amended (the "Plan"), including the related prospectus summarizing the Plan. I understand that I may elect to receive restricted stock units ("RSUs") in lieu of 50% or all of the cash bonus (the "Bonus") otherwise payable by SuccessFactors, Inc. (the "Company") to me as part of my [quarterly/annual] bonus payment for [ ]. I understand if I make this election to receive RSUs in lieu of the amount of the Bonus indicated below that such RSUs shall become issuable to me as of the date the corresponding foregone cash Bonus is otherwise payable by the Company to me. The number of RSUs to be issued to me from the Plan shall be determined by dividing the corresponding foregone Bonus by the Fair Market Value (defined in the Plan) of a share of the Company's common stock on the date the corresponding foregone Bonus is otherwise payable by the Company to me. The RSUs shall be fully vested and shall consist solely of whole numbers of RSUs. Any portion of Bonus that would result in the issuance of a fractional RSU shall instead be paid to me in cash as soon as practicable.

I acknowledge that this election is entirely voluntary and irrevocable.

I hereby elect to receive in RSUs (Please check one of the following)

_____ 50%

_____ 100%

of the Bonus otherwise payable in cash by the Company to me on or after the date this form is received by the Company and when such election may be given effect under the Company's insider trading policy. This election shall be irrevocable.

In order to avail myself of Rule 10b5-1 under the Securities Exchange Act of 1934, the undersigned hereby elects to sell on each settlement date of the RSUs a sufficient number of Shares to cover any applicable withholding and costs of sale and authorize the Company to take all such actions as are necessary to effect such sale by the undersigned.

Please note that investing in RSUs or shares of the Company's common stock is subject to numerous risks, including the risk that the price of the Company's common stock may decrease significantly due to the factors set forth under the Section entitled "Risk Factors" in the Company's most recent Annual Report on Form 10-K and most recent Form 10-Q or otherwise. Accordingly, by accepting RSUs in lieu of the Bonus, the undersigned acknowledges that the value of the RSUs or any underlying common stock could be less than the amount of the Bonus.

SIGNATURE: _________________________________________________

DATE: ___________________________

EX-99.1

Exhibit 99.1

Description of 2010 Corporate Bonus Plan

The SuccessFactors, Inc. 2010 Corporate Bonus Plan (the "2010 Bonus Plan") was approved by the Board of Directors of SuccessFactors, Inc. (the "Company") on March 18, 2010. Employees of the Company, including the Company's named executive officers, who are not on sales commission plans or other bonus plans, are eligible to receive cash and/or equity awards following the end of the year, based upon the attainment of performance objectives for the year, which performance objectives will consist of corporate objectives established by the Board of Directors, as well as personal goals established by the Chief Executive Officer and the Compensation Committee to the Board of Directors. Corporate objectives for 2010 consist of bookings and non-GAAP operating profitability targets. The target bonus for 2010 is based on a weighting of 75% for corporate objectives and 25% for performance objectives. A portion of the bonus will be payable based on achievement of targets on a quarterly basis as well as on an annual basis. In order to be eligible to receive a bonus, the employee must be employed by the Company at the time the bonus is paid. The amount of any bonus may be adjusted based on the level of achievement of targets, with the Company retaining the discretion to further adjust bonus amounts.

On August 25, 2010, the Company's Board of Directors approved a change to the 2010 Bonus Plan. Under the change, the Company's Chief Executive Officer and his direct reports, including the named executive officers, can elect to receive restricted stock units ("RSUs") in lieu of all or a portion of the annual component of any cash bonus payments that might be payable under the 2010 Bonus Plan. For those executive officers that elect to receive equity awards in lieu of any cash bonus, the number of RSUs granted will be based on the amount of the annual component of the bonus otherwise payable to the executive officer, divided by the closing price of the Company's common stock on the date of payment of the bonus.

In addition, it was determined that the non-GAAP operating income increase due to the payment of any bonuses in RSUs, rather than cash, would be excluded from determining the achievement level of non-GAAP operating profitability targets. Accordingly, non-GAAP operating income targets will be increased by the amount of any non-cash expense associated with the election.

In future years, such persons will be able to irrevocably elect to receive RSUs in lieu of all or 50% of the annual or quarterly component of any cash bonus payments that might be payable under any applicable bonus plan during the year.