[SuccessFactors, Inc. Letterhead]

1.

Position. You will start in a position as a General Counsel, reporting to me, Lars Dalgaard, President and CEO. You will work out of our office in San Mateo, CA. By signing this letter, you confirm with the company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.     

2.

Compensation. You will be paid semi-monthly wages of $11,041.67 which is equivalent to $265,000 on an annualized basis, less payroll deductions and all required withholdings. You will be paid your salary in accordance with the Company's regular payroll policy. The Company may modify compensation from time to time as it deems necessary. You will be eligible for a 60% annual performance bonus upon reaching certain mutually established goals set by you and the Company.

3.

Equity.  We will recommend to the Board of Directors (the “Board”) of the Company that, at the next Board meeting after your commencement date, you be granted (i) a stock option (the “Option”) entitling you to purchase up to 65,000 (SIXTY FIVE THOUSAND) shares of Common Stock of the Company at the closing price of such common stock on the Nasdaq Stock Market on the date of grant; and 65,000 (SIXTY FIVE THOUSAND) restricted stock units (the “RSUs”).  Subject to Board approval, the shares subject to the Option shall vest over four years, with 25% becoming vested after you complete one year of continuous full-time service with the Company and one forty-eighth (1/48th) of the shares subject to the Option vesting after each month of your continuous full-time service thereafter.  Subject to Board approval, the shares subject to the RSUs shall vest over four years, with 25% becoming vested after you complete one year of continuous full-time service with the Company from the date of grant and 25% vesting after each year of your continuous full-time service thereafter.  Your Options and RSUs shall be subject to the terms and conditions of the Company's 2007 Equity Incentive Plan and grant agreement, which will be provided after the Board approves your grant.  Termination of employment will result in the loss of unvested rights.  You are responsible for all taxes associated with the receipt or exercise of the Option or RSUs, or the sale of shares after exercise.  In the case of RSUs, shares will be withheld to satisfy withholding or other applicable taxes.

4.

Benefits. You will also be entitled to receive the standard employee benefits made available by the Company to its employees of your same level to the full extent of your eligibility including, medical, dental and vision insurance. During your employment, you shall be permitted, to the extent eligible, to participate in the Company's Flexible Spending Account plan and 401(k) plan or any other similar benefit plan of the Company that is available to employees generally. Participation in any such plans shall be consistent with your rate of compensation to the extent that compensation is a determinative factor with respect to coverage under any such plan. Details about these benefits plans are available for your review. Company may modify compensation and benefits from time to time as it deems necessary.

5.

Compliance with Company's Policies and Procedures. As a Company employee, you will be expected to abide by the Company's policies and procedures and acknowledge in writing that you have read and agree to abide by the Company's Employee Handbook. Your acceptance of this offer and commencement of employment with the Company is contingent upon the execution of the Company's Proprietary Information and Inventions Agreement, a copy of which is enclosed for your review and execution prior to or on your Start Date.

6.

Employment Relationship. Your employment with the Company will be “at will”, meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary verbal, written or implied representations which may have been made to you are superseded by this written offer. This is the full and complete agreement between you and the Company with respect to the subject matters herein. Although your job duties, title, compensation and benefits, as well as the Company's personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company's Chief Executive Officer.

7.

Dispute Resolution Procedure. As a condition of employment with the Company, you will be required to sign and abide by the terms of the Company's dispute resolution procedure, which is incorporated into this offer letter by reference and found in the Company's Proprietary Information and Inventions Agreement.

8.

Proof of Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.