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• EXCEED ONDEMAND PSU PROFESSIONAL

EXCEED ONDEMAND PSU PROFESSIONAL

Executive will render such business and professional services in the performance of his duties, consistent with Executive’s position within the Company, as will reasonably be assigned to him by the Board. Executive shall perform his duties faithfully and satisfactorily to the performance standards reasonably expected of a person in such position. Executive shall have the authority generally allowed to persons discharging the duties of such position.

Commencing on June 15, 2020, Executive will serve as the Company’s Chief Executive Officer and will report to the Company’s Board of Directors (the “ Board”). The effective date of this Agreement and Executive’s start date of employment pursuant to the terms of this Agreement will be May 11, 2020 (the “ Effective Date”).Ģ. NOW THEREFORE, in consideration of the foregoing recital and the respective undertakings of the Company and Executive set forth below, the Company and Executive agree as follows:ġ. WHEREAS, the Company wishes to retain the services of Executive and Executive wishes to be employed with the Company on the terms and subject to the conditions set forth in this Agreement Upon the Effective Date (as defined below), this Agreement amends and restates in its entirety the Employment Agreement by and between the Company and Executive entered into as of February 24, 2020 (such agreement, the “ Prior Agreement”). This Employment Agreement (the “ Agreement”) is entered into as of May 1, 2020 by and between Cornerstone OnDemand, Inc., a Delaware corporation (the “ Company”), and Phil Saunders (“ Executive”).