Form 8-K

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:

On August 1, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of TIBCO Software Inc. (the “Company”) approved an amended and restated Executive Change in Control and Severance Plan (the “Plan”). The amended and restated plan increases the severance benefits and medical benefits to be received, and the percentage of unvested equity awards that will vest, if an eligible participant experiences a qualifying termination of employment (involuntary termination other than for cause or voluntary termination with good reason) in connection with a change in control of the Company. Previously under the terms of the Plan, certain participants would be eligible for accelerated vesting of 50% of then-outstanding unvested equity awards and certain other participants would be eligible for accelerated vesting of 25% of then-outstanding unvested equity awards. Those percentages previously set at 50% and 25% have been increased to 100% and 50%, respectively. Additionally, participants would previously be eligible to receive severance benefits for a qualifying termination of employment of three to twelve months of each of base salary and the covered employee’s target bonus and three to twelve months of reimbursement for COBRA coverage. Those amounts have been increased to severance benefits of six to fifteen months of each of base salary and target bonus, and six to fifteen months of reimbursement for COBRA coverage. In connection with this increase, the Plan was amended to change the amount of time after a Change in Control occurs in which eligible participants could receive the severance and medical benefits to two years. Previously, most of the eligible participants would be able to receive these benefits in perpetuity. The Company’s executive officers generally are eligible under the Plan. The Committee believes that the changes to the Plan more closely align with current market practices and create appropriate incentives for our management team.

The foregoing summary of the Plan is subject to, and qualified in its entirety by, the Plan attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

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

(b) On July 28, 2014, our principal accounting officer, Brent Hogenson, announced that he was retiring, effective as of August 31, 2014. Mr. Hogenson’s retirement is not the result of any issue or concern with the Company’s accounting, financial reporting or internal control over financial reporting.

Additionally, one of our named executive officers, Murat Sonmez, announced his retirement, effective August 1, 2014.

(c) On August 1, 2014, the Committee reduced the amount of shares to be received and amended the vesting schedule and achievement goals of the performance-based restricted stock unit awards (the “Performance Awards”) that were granted to certain of our executive officers, including (among others) Vivek Ranadivé, Chairman and Chief Executive Officer; Murray Rode, Chief Operating Officer; William Hughes, Executive Vice President, General Counsel and Secretary; and James Johnson, Chief Financial Officer. The Performance Awards originally were granted on February 27, 2014, except for Mr. Johnson, who was granted his shares on May 13, 2014. Vesting of the awards originally depended on the Company achieving annual, non-GAAP earnings per share (“EPS”) of not less than $2.00 by fiscal year 2018.

At the time the Performance Awards were made, the Compensation Committee retained full discretion and authority to modify the performance goals and vesting schedule of the awards as deemed appropriate by the Committee to reflect business conditions or circumstances, even if the changes resulted in a decreased number of shares becoming eligible to vest. Based on feedback from discussions with certain shareholders and consultation with the Committee’s advisors, on August 1, 2014, the Compensation Committee modified the Performance Awards so that vesting now depends upon achievement of total shareholder return (“TSR”) of the Company’s common stock for the period August 10, 2014 through August 10, 2016 (the “Performance Period”), as compared to the TSR of each of the companies included in the S&P 500 Information Technology Index (the “Index”) for the same period (only those companies that appear on the Index both at the beginning and the end of the

Performance Period shall be used in the calculation). This modified design is intended to focus management on achieving improved TSR over the Performance Period at a time when the transition of the Company’s business model makes EPS a less comprehensive measure of long-term executive performance. Each Performance Award also requires that the officer remain an employee of the Company through each applicable vesting date, which generally will be at the time on which the Compensation Committee certifies that the TSR performance goal has been achieved, and on approximately the first and second anniversaries of the date of such certification.

The Company’s TSR must be better than 25% of the companies in the Index in order for any portion of the Performance Shares to vest, and 20% of the target number of shares will be earned at the 25% level. The Company’s TSR must be no less than the median TSR of the Index in order for the target number of shares under each Performance Award to be earned. If the Company’s TSR is better than exactly 75% of the companies in the Index, then 180% of the target number of shares will be earned. If the Company’s TSR is better than more than 75% of the companies in the Index, then 200% of the target number of shares will be earned. Notwithstanding the foregoing, if the Company’s TSR over the measurement period is not greater than 0%, then the number of shares that will be earned is subject to a reduced cap of 100% of the shares, unless the Company’s TSR is better than more than 75% of the companies in the Index, in which case the cap is increased to 180% of the target number of shares. If there is a change of control of the Company before the end of the Performance Period, the Performance Period will end early and actual, relative TSR performance still will determine the number of shares eligible to vest. The Committee retains discretion to further modify the performance goals and vesting schedule, as it deems appropriate to reflect business conditions or other circumstances.

In connection with the change to the performance goal, the Compensation Committee reduced the number of shares that would be eligible to vest under the Performance Awards granted to all of our named executive officers still participating in the Plan. With respect to the following named executive officers, the target number of shares under the Performance Awards was reduced as indicated: for Vivek Ranadivé, the target number was reduced from 500,000 to 125,000, for Murray Rode, the target number was reduced from 250,000 to 62,500, for William Hughes, the target number was reduced from 220,000 to 55,000, and for James Johnson, the target number was reduced from 150,000 to 37,500.

The foregoing summary of the Performance Awards is subject to, and qualified in its entirety by, the form of award agreement for the Performance Awards attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Additionally, the Committee appointed William R. Hughes, the Company’s Executive Vice President, General Counsel and Secretary, as the Company’s Chief Administrative Officer. In connection with the appointment, Mr. Hughes received an increase in his annual base salary to $430,000. Mr. Hughes will also receive 15,000 shares of restricted stock. The Committee also approved a grant of 17,500 shares of restricted stock to Murray D. Rode, the Company’s Chief Operating Officer.

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.


		TIBCO Software Inc.

By:		/s/ William R. Hughes
		William R. Hughes Executive Vice President, General Counsel and Secretary

1. Introduction. The purpose of this TIBCO Software Inc. Executive Change in Control and Severance Plan (the “Plan”) (formerly the TIBCO Software Inc. Change in Control Plan) is to provide assurances of specified severance benefits to eligible employees of the Company whose employment is subject to being involuntarily terminated (other than for Cause, death or permanent disability) or terminated for Good Reason under the circumstances described in the Plan, including but not limited to following a Change in Control of the Company. The Company recognizes that the potential of a Change in Control can be a distraction to employees and can cause such employees to consider alternative employment opportunities. The Plan is intended to (i) assure that the Company will have continued dedication and objectivity of its employees, notwithstanding the possibility, threat or occurrence of a Change in Control and (ii) provide the Company’s employees with an incentive to continue their employment and to motivate its employees to maximize the value of the Company prior to and following a Change in Control for the benefit of its stockholders. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended. This document constitutes both the written instrument under which the Plan is maintained and the required summary plan description for the Plan.

2. Important Terms. To help you understand how this Plan works, it is important to know the following terms:

2.1 “Administrator” means the Company, acting through its EVP, General Counsel & Secretary or any person to whom the Administrator has delegated any authority or responsibility pursuant to Section 14, but only to the extent of such delegation.

2.2 “Base Pay” means a Covered Employee’s regular straight-time salary as in effect during the last regularly scheduled payroll period immediately preceding the date on which the Change in Control Severance Benefit becomes payable, or if greater, the Covered Employee’s regular straight-time salary as of the date of the Change of Control. Base Pay does not include payments for overtime, shift premium, incentive compensation, incentive payments, bonuses, commissions or other compensation.

2.4 “Cause” means (i) an act of fraud or personal dishonesty undertaken by a Covered Employee in connection with the Covered Employee’s responsibilities as an employee that is intended to result in substantial gain or personal enrichment of the Covered Employee at the expense of the Company, (ii) a Covered Employee’s conviction of, or plea of nolo contendere to, a felony, (iii) a Covered Employee’s gross misconduct in connection with the performance or failure of performance of a material component of the Covered Employee’s responsibilities as an employee that is materially injurious to the Company, or (iv) a Covered Employee’s continued substantial violations of his or her employment duties after the Covered Employee has received a written demand for performance from the Company which specifically sets forth the factual basis for the Company’s belief that the Covered Employee has not substantially performed such duties.

2.5 “Change in Control” means (a) a sale of all or substantially all of the Company’s assets, (b) any merger, consolidation, or other business combination transaction of the Company with or into another corporation, entity, or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, (c) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (d) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board, or (e) a dissolution or liquidation of the Company.

2.6 “Change in Control Determination Period” means the time period beginning on the date of the Change in Control and ending twelve months following the Change in Control.

2.7 “Change in Control Severance Benefit” means the compensation and other benefits the Covered Employee will be provided pursuant to Section 4.

2.8 “Company” means TIBCO Software Inc., a Delaware corporation, and any successor by merger, acquisition, consolidation or otherwise that assumes the obligations of the Company under the Plan.

2.9 “Covered Employee” means an employee of the Company who has been designated by the Administrator to participate in the Plan. Each such designated employee is shown on Appendix A and/or Appendix B attached hereto as a “Covered Employee.”

2.11 “Equity Award Benefit” means the equity award vesting acceleration benefit the Covered Employee will be provided pursuant to Section 5.

2.12 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.13 “Good Reason” means without the Covered Employee’s written consent (a) a material reduction in the Covered Employee’s authority, status or responsibilities (including reporting responsibilities) relative to the Covered Employee’s authority, status or responsibilities in effect immediately prior to the Change in Control where such reduction was imposed without Cause; (b) a reduction in the Covered Employee’s annualized Base Pay (unless the Company also reduces the Base Pay of substantially all other employees of the Company); (c) a reduction in the kind or level of benefits (not including Base Pay, target bonus or equity compensation) for which the Covered Employee is eligible (unless the Company also reduces the kind or level of benefits available to substantially all other employees of the Company); or (d) the relocation of the Covered Employee’s principal place of performing his or her duties as an employee of the Company by more than thirty (30) miles. Notwithstanding the foregoing, an event described in this Section 2.13 shall not constitute Good Reason unless it is communicated by the Covered Employee to the Company in writing and is not corrected by the Company in a manner which is reasonably satisfactory to such Covered Employee (including full retroactive correction with respect to any monetary matter) within 10 days of the Company’s receipt of such written notice.

2.14 “Involuntary Termination” means a termination of employment of a Covered Employee under the circumstances described in Sections 4.1 and 5.1.

2.15 “Plan” means the TIBCO Software Inc. Executive Change in Control and Severance Plan, as set forth in this document, and as hereafter amended from time to time.

2.16 “Target Bonus” means, with respect to a Covered Employee, the Covered Employee’s target bonus pursuant to the Company’s Executive Incentive Compensation Plan or any other applicable corporate bonus plan (a) at the rate in effect as of the date of the Covered Employee’s termination, or at a rate of 100% if no such rate is in effect as of the date of the Covered Employee’s termination, or, if higher, at the highest rate in effect as of any date within the twelve-month period preceding the date of the Change in Control and (b) assuming one hundred percent (100%) achievement of the Covered Employee’s and the Company’s objectives, if any. Notwithstanding the foregoing, the Covered Employee’s target bonus for purposes of the Plan shall be deemed to be the amount received as a bonus by the Covered Employee for the Company’s fiscal year preceding the date of the Covered Employee’s termination if a target bonus has not been established for the then current fiscal year and the Covered Employee’s bonuses, if any, are discretionary and not pursuant to any non-discretionary bonus plan or commission rate established by the Company. The Covered Employee’s Target Bonus shall not include amounts attributable to any other bonus, including, but not limited to, any other discretionary bonuses such as spot bonuses.

2.17 “Tier 1 Covered Employee” means (a) with respect to the Change in Control Severance Benefits provided pursuant to Section 4, any employee of the Company designated as an employee under Tier 1 as shown on Appendix A attached hereto and (b) with respect to the Equity Award Benefits provided pursuant to Section 5, any employee of the Company designated as an employee under Tier 1 as shown on Appendix B attached hereto.

2.18 “Tier 2 Covered Employee” means (a) with respect to the Change in Control Severance Benefits provided pursuant to Section 4, any employee of the Company designated as an employee under Tier 2 as shown on Appendix A attached hereto and (b) with respect to the Equity Award Benefits provided pursuant to Section 5, any employee of the Company designated as an employee under Tier 2 as shown on Appendix B attached hereto.

2.19 “Tier 3 Covered Employee” means (a) with respect to the Change in Control Severance Benefits provided pursuant to Section 4, any employee of the Company designated as an employee under Tier 3 as shown on Appendix A attached hereto and (b) with respect to the Equity Award Benefits provided pursuant to Section 5, any employee of the Company designated as an employee under Tier 3 as shown on Appendix B attached hereto.

2.20 “Tier 4 Covered Employee” means any employee of the Company designated as an employee under Tier 4 as shown on Appendix A attached hereto.

3. Eligibility for Change in Control Severance Benefits and Equity Award Benefits. An individual is eligible for the Change in Control Severance Benefit or the Equity Award Benefit under the Plan, in the amount set forth in Section 4 or Section 5, respectively, only if he or she is a Covered Employee on the date he or she experiences an Involuntary Termination.

4.1 Involuntary Termination Following a Change in Control. If at any time during the time period beginning on the date of the Change in Control and ending twenty-four months following the Change in Control, (i) a Covered Employee terminates his or her employment with the Company (or any parent or subsidiary of the Company) for Good Reason, or (ii) the Company (or any parent or subsidiary of the Company) terminates such Covered Employee’s employment for other than Cause, death or permanent disability, then, subject to the Covered Employee’s compliance with Section 7, the Covered Employee shall receive the following Change in Control Severance Benefit from the Company:

4.1.1.1 Tier 1 Covered Employee. If the Covered Employee is a Tier 1 Covered Employee, he or she shall be entitled to receive a lump sum cash payment equal to fifteen (15) months of Base Pay and fifteen (15) months of the Covered Employee’s Target Bonus.

4.1.1.2 Tier 2 Covered Employee. If the Covered Employee is a Tier 2 Covered Employee, he or she shall be entitled to receive a lump sum cash payment equal to twelve (12) months of Base Pay and twelve (12) months of the Covered Employee’s Target Bonus.

4.1.1.3 Tier 3 Covered Employee. If the Covered Employee is a Tier 3 Covered Employee, he or she shall be entitled to receive a lump sum cash payment equal to nine (9) months of Base Pay and nine (9) months of the Covered Employee’s Target Bonus.

4.1.1.4 Tier 4 Covered Employee. If the Covered Employee is a Tier 4 Covered Employee, he or she shall be entitled to receive a lump sum cash payment equal to six (6) months of Base Pay and six (6) months of the Covered Employee’s Target Bonus.

4.1.2 Continued Medical Benefits. If the Covered Employee, and any spouse and/or dependents of the Covered Employee (“Family Members”) has medical and dental coverage under a group health plan sponsored by the Company, on the date of Covered Employee’s termination of employment and such termination occurs during the period specified in Section 4.1, then the Company will reimburse Covered Employee for the total applicable premium cost for medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. Sections 1161-1168; 26 U.S.C. Section 4980B(f), as amended, and all applicable regulations (referred to collectively as “COBRA”) for Covered Employee and his Family Members as follows:

Notwithstanding the forgoing, the Company shall have no obligation to reimburse the Covered Employee for the premium cost of COBRA coverage beginning on or after the date the Covered Employee and his Family Members first become eligible to obtain comparable benefits from a subsequent employer. In addition, and notwithstanding anything to the contrary in this 4.1.2, if the Company determines in its sole discretion that it cannot provide the COBRA benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Covered Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that the Covered Employee would be required to pay to continue his or her group health coverage in effect on the date of his or her termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether the Covered Employee elects COBRA continuation coverage. If the Company chooses to make payments under this paragraph rather than directly reimbursing the Covered Employee, the amounts paid to the Covered Employee shall include any additional amounts necessary to put the Covered Employee in the same after-tax position as if the Company had made COBRA reimbursements to the Covered Employee.

5.1 Involuntary Termination Following a Change in Control. If at any time within the Change in Control Determination Period, (i) a Covered Employee terminates his or her employment with the Company (or any parent or subsidiary of the Company) for Good Reason, or (ii) the Company (or any parent or subsidiary of the Company) terminates such Covered Employee’s employment for other than Cause, death or permanent disability, then, subject to the Covered Employee’s compliance with Section 7, the Covered Employee shall receive the following equity award acceleration from the Company (in addition to any Change in Control Severance Benefit provided by Section 4 above):

5.1.1 Tier 1 Covered Employee. One hundred (100) percent of each Tier 1 Covered Employee’s outstanding and unvested equity compensation awards, as determined on such Covered Employee’s date of termination, shall automatically accelerate, all restrictions or repurchase rights applicable thereto shall immediately lapse, and any performance goals or other vesting criteria applicable thereto shall be deemed achieved at target levels so as to become fully vested and exercisable. The period over which such equity compensation awards may be exercised shall be governed by the applicable provisions of the Company’s Stock Plans and related award agreements.

5.1.2 Tier 2 and Tier 3 Covered Employees. Fifty (50) percent of each Tier 2 Covered Employee’s and each Tier 3 Covered Employee’s outstanding and unvested equity compensation awards, as determined on such Covered Employee’s date of termination, shall automatically accelerate, all restrictions or repurchase rights applicable thereto shall immediately lapse, and any performance goals or other vesting criteria applicable thereto shall be deemed achieved at target levels so as to become fully vested and exercisable. The period over which such equity compensation awards may be exercised shall be governed by the applicable provisions of the Company’s Stock Plans and related award agreements.

5.1.3 Tier 4 Covered Employee. The acceleration of vesting upon a Change in Control of each Tier 4 Covered Employee’s outstanding and unvested equity compensation awards, as determined on such Covered Employee’s date of termination, and the period over which such equity compensation awards may be exercised shall be governed by the applicable provisions of the Company’s Stock Plans and related award agreements.

If the consideration paid in any Change in Control consists of cash, then, only to the extent permissible without triggering additional taxes or other costs under Section 409A of the Code and subject to Section 11 of this Plan, the mandatory deferral period related to any then outstanding equity compensation award for a Covered Employee shall not apply and any shares or cash underlying such outstanding equity compensation award shall be issued to the Covered Employee immediately prior to the Change in Control.

6. Parachute Payments. In the event that the severance and other benefits provided for in this Plan or otherwise payable or provided to the Covered Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 6, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Employee’s severance benefits hereunder shall be either:

(b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Covered Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Covered Employee otherwise agree in writing, any determination required under this Section 6 shall be made in writing in good faith by the accounting firm serving as the Company’s independent public accountants immediately prior to the Change in Control (the “Accountants”). In the event of a reduction in benefits hereunder, the reduction will occur in the following order: the vesting acceleration of stock options, then cash severance benefits, then vesting acceleration of restricted stock awards, and then Company-paid COBRA coverage. In the event that acceleration of vesting of stock options or restricted stock awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for the Covered Employee’s stock options or restricted stock awards, as applicable. If two or more stock options or restricted stock awards are granted on the same day, the stock options or restricted stock awards, as applicable, will be reduced on a pro-rata basis. For purposes of making the calculations required by this Section 6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Covered Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6.

7. Release and Non-Disparagement Agreement. As a condition to receiving Change in Control Severance Benefits or Equity Award Benefits under this Plan, each Covered Employee will be required to sign and not revoke the form of Release and Non-Disparagement Agreement (the “Release”) attached hereto as Exhibit 1. The Release must be effective no later than sixty (60) days following the date of the Covered Employee’s Involuntary Termination, inclusive of any revocation period set forth in the Release.

8. Timing of Benefits. Change of Control Severance Benefits and Equity Award Benefits shall be paid as soon as administratively practicable following the date of the Covered Employee’s termination, subject to Section 11 below and the Covered Employee’s compliance with Section 7 above. Notwithstanding the foregoing and subject to Section 11 below, if the Covered Employee’s Involuntary Termination occurs on or before October 15 of a calendar year, his or her cash severance benefits and any other Deferred Compensation Separation Benefits will be paid within ten (10) calendar days after the date of the Covered Employee’s termination or, if later, on the date the Release becomes effective but on or before December 31 of that calendar year. If the Covered Employee’s Involuntary

Termination occurs after October 15 of a calendar year, the Covered Employee’s cash severance benefits and any other Deferred Compensation Separation Benefits will be paid on the later of (a) the second payroll date in the calendar year next following the calendar year of the Covered Employee’s Involuntary Termination or (b) the first payroll date following the date his or her Release becomes effective, subject to Section 11 below.

9. Termination of Benefits. Benefits under this Plan shall terminate immediately for a Covered Employee if such Covered Employee, at any time, violates any proprietary information or confidentiality obligation to the Company or the terms of any applicable non-competition agreement with the Company.

10. Other Benefit Arrangements. The Change in Control Severance Benefits and Equity Award Benefits provided hereunder shall be in addition to any other severance and/or retention plan benefits (including, without limitation, provisions applicable to equity-based compensation awards) provided to a Covered Employee under any other plan or arrangement.

11.1 Change in Control Severance Benefits and Equity Award Benefits shall be paid as soon as administratively practicable following the date of the Covered Employee’s termination, subject to the Covered Employee’s compliance with Section 7. Notwithstanding the foregoing, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) payable under this Plan will be considered due or payable until the Covered Employee has a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the final regulations and any guidance promulgated thereunder (together, “Section 409A”). In addition, if the Covered Employee is a “specified employee” within the meaning of Section 409A at the time of the Covered Employee’s separation from service (other than due to death), then the Change in Control Severance Benefits or Equity Award Benefits otherwise due to the Covered Employee under this Plan, if any, that may be considered deferred compensation under Section 409A, and any other severance payments or separation benefits that may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) otherwise due to the Covered Employee on or within the six (6) month period following the Covered Employee’s termination will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of the Covered Employee’s separation from service. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Covered Employee dies following his separation but prior to the six (6) month anniversary of his date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Covered Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

11.2 It is the intent of this Plan to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Notwithstanding anything to the contrary in the Plan, including but not limited to Section 16, the Company reserves the right to amend the Plan as it deems necessary or advisable, in its sole discretion and without the consent of the Covered Employees, to comply with Section 409A of the Code or to

otherwise avoid income recognition under Section 409A of the Code prior to the actual payment of Change in Control Severance Benefits or Equity Award Benefits or imposition of any additional tax (provided that no such amendment shall materially reduce the benefits provided hereunder).

12. Vacation Days. Any unused vacation pay accrued as of a Covered Employee’s date of Involuntary Termination will be paid no later than the date required by applicable law. No Covered Employee may use any accrued but unused vacation pay to extend his or her Involuntary Termination date or to postpone or delay the start of his or her Severance Period.

13. Withholding. The Company will withhold from any Change in Control Severance Benefits or Equity Award Benefits all federal, state, local and other taxes required to be withheld therefrom and any other required payroll deductions.

14. Administration. The Company is the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA). The Plan will be administered and interpreted by the Administrator (in his or her sole discretion). The Administrator is the “named fiduciary” of the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. Any decision made or other action taken by the Administrator with respect to the Plan, and any interpretation by the Administrator of any term or condition of the Plan, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Administrator has the authority to act for the Company (in a non-fiduciary capacity) as to any matter pertaining to the Plan; provided, however, that this authority does not apply with respect to (a) the Company’s power to amend or terminate the Plan or (b) any action that could reasonably be expected to increase significantly the cost of the Plan is subject to the prior approval of the Executive Vice President Strategic Operations of the Company. The Administrator may delegate in writing to any other person all or any portion of his or her authority or responsibility with respect to the Plan.

15. Eligibility to Participate. The Administrator will not be excluded from participating in the Plan if otherwise eligible, but he or she is not entitled to act or pass upon any matters pertaining specifically to his or her own benefit or eligibility under the Plan. The Executive Vice President, Strategic Operations of TIBCO Software Inc. will act upon any matters pertaining specifically to the benefit or eligibility of the Administrator under the Plan.

16. Amendment or Termination. The Company reserves the right to amend, modify or terminate the Plan at any time, without advance notice to any Covered Employee; provided, however, that, prior to a Change in Control, the Company shall provide nine (9) months advance notice to each Covered Employee of any amendment or modification to the Plan with respect to the Change in Control Severance Benefit or Equity Award Benefit that would be adverse to such Covered Employee with respect to eligibility or the amount of the Change in Control Severance Benefit or Equity Award Benefit payable hereunder. Notwithstanding the preceding, commencing on the date of a Change in Control, no amendment or termination of the Plan shall reduce the Change in Control Severance Benefit or Equity Award Benefit payable to any Covered Employee who terminates employment on or following the Change in Control (unless the affected Covered Employee consents to such amendment or termination). Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity.

17. Claims Procedure. Any employee or other person who believes he or she is entitled to any payment under the Plan may submit a claim in writing to the Administrator. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice will also describe any additional information needed to support the claim and the Plan’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances

require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim.

18. Appeal Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of his or her decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice shall also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.

19. Source of Payments. All Change in Control Severance Benefits will be paid in cash from the general funds of the Company; no separate fund will be established under the Plan; and the Plan will have no assets. No right of any person to receive any payment under the Plan will be any greater than the right of any other general unsecured creditor of the Company.

20. Inalienability. In no event may any current or former employee of the Company or any of its subsidiaries or affiliates sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution or other legal process.

21. No Enlargement of Employment Rights. Neither the establishment or maintenance of the Plan, any amendment of the Plan, nor the making of any benefit payment hereunder, will be construed to confer upon any individual any right to be continued as an employee of the Company. The Company expressly reserves the right to discharge any of its employees at any time, with or without cause.

22. Applicable Law. The provisions of the Plan will be construed, administered and enforced in accordance with ERISA and, to the extent applicable, the laws of the State of California.

23. Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

24. Headings. Headings in this Plan document are for purposes of reference only and will not limit or otherwise affect the meaning hereof.

25. Indemnification. The Company hereby agrees to indemnify and hold harmless the officers and employees of the Company, and the members of its boards of directors, from all losses, claims, costs or other liabilities arising from their acts or omissions in connection with the administration, amendment or termination of the Plan, to the maximum extent permitted by applicable law. This indemnity will cover all such liabilities, including judgments, settlements and costs of defense. The

Company will provide this indemnity from its own funds to the extent that insurance does not cover such liabilities. This indemnity is in addition to and not in lieu of any other indemnity provided to such person by the Company.

As a Covered Employee under the Plan, you have certain rights and protections under ERISA:

(a) You may examine (without charge) all Plan documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as the Plan’s annual report (IRS Form 5500). These documents are available for your review in the Company’s Human Resources Department.

(b) You may obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. A reasonable charge may be made for such copies.

In addition to creating rights for Covered Employees, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interests of you and the other Covered Employees. No one, including the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. If your claim for a severance benefit is denied, in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the denial of your claim reviewed. (The claim review procedure is explained in Sections 17 and 18 above.)

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and to pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court.

In any case, the court will decide who will pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim is frivolous.

If you have any questions regarding the Plan, please contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

In Witness Whereof, the Company, by its duly authorized officer, has executed this amended Plan on the date indicated below.


TIBCO Software Inc.

By:		/s/ William R. Hughes
Name:		William R. Hughes
Title:		Executive Vice President, General Counsel and Secretary

Date:		August 1, 2014

[FOR USE WITH INDIVIDUALS PREVIOUSLY GRANTED RSUs UNDER THE 2014 LTIP —TIBCO Software Inc. (the “Company”) hereby amends and restates in its entirety the Award of Restricted Stock Units under the Company’s 2008 Equity Incentive Plan (the “Plan”) granted to you, (the “Employee”) on February 27, 2014 and your signature below indicates your agreement to such amendment and restatement, including as to the number of Shares covered by such Award. By accepting this award, you agree that the original grant agreement dated February 27, 2014 no longer is of any effect and is null and void.]

[FOR USE WITH INDIVIDUALS RECEIVING THEIR INITIAL GRANT UNDER THE 2014 LTIP — TIBCO Software Inc. (the “Company”) hereby grants you, (the “Employee”), an Award of Restricted Stock Units under the Company’s 2008 Equity Incentive Plan (the “Plan”).]

The date of this Performance-Based Restricted Stock Unit Agreement (the “Agreement”) is , 2014 (the “Grant Date”). The Agreement is comprised of this Notice of Award, the attached Terms and Conditions of Performance-Based Restricted Stock Units (the “Terms and Conditions”) (Appendix A), and the attached Performance-Based Vesting Requirements (Appendix B). Subject to the provisions of this Agreement and of the Plan, the principal features of this grant are as follows:

* Except as otherwise specifically provided in this Agreement, in addition to the requirement that the goals for Total Shareholder Return are attained, Employee will not vest in any Restricted Stock Units unless he or she remains a Service Provider through the applicable vesting date.

Employee’s written signature below indicates his or her agreement and understanding that this grant is subject to all of the terms and conditions contained in this Agreement (including the Notice of Award, Appendix A and Appendix B) and the Plan. For example, important additional information on vesting and forfeiture of this grant is contained in paragraphs 3, 4, 5, 6 and 7 of Appendix A and in Appendix B. PLEASE BE SURE TO READ ALL OF THE DETAILED TERMS AND CONDITIONS OF THIS GRANT.

EMPLOYEE’S WRITTEN SIGNATURE BELOW ALSO SHALL BE CONSIDERED EMPLOYEE’S ACKNOWLEDGEMENT AND AGREEMENT THAT THE TERMS AND CONDITIONS OF THIS RESTRICTED STOCK UNIT AGREEMENT SHALL CONTROL AND BE CONSIDERED AN AMENDMENT TO ANY WRITTEN AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY, INCLUDING SPECIFICALLY ANY WRITTEN EMPLOYMENT AGREEMENT, OFFER LETTER, SEVERANCE AGREEMENT OR YOUR PARTICIPATION IN THE COMPANY’S CHANGE IN CONTROL AND SEVERANCE PLAN, SOLELY WITH RESPECT TO THE VESTING OF THESE RESTRICTED STOCK UNITS IN THE EVENT OF EMPLOYEE’S TERMINATION OF EMPLOYMENT OR A CHANGE OF CONTROL.

Please be sure to retain a copy of your signed Agreement; you may obtain a paper copy at any time and at the Company’s expense by requesting one from Shareholder Services (see paragraph 14 of the Terms and Conditions). You must accept this Agreement by signing a paper copy of the Agreement and delivering it to Shareholder Services.

1. Award. The Company hereby grants to the Employee under the Plan an award of Restricted Stock Units, subject to all of the terms and conditions in this Agreement (the Agreement being comprised of the Notice of Award, Appendix A and Appendix B). If and when any Restricted Stock Units are paid to the Employee, par value for the Shares issued will be deemed paid by the Employee by past services rendered by the Employee. Unless otherwise defined in this Agreement or clear from the context, capitalized terms used in this Agreement will have the same meaning as in the Plan.

2. Company’s Obligation to Pay. Each Restricted Stock Unit represents a right to receive one Share for each vested Restricted Stock Unit pursuant to the terms and conditions of this Agreement. Unless and until the Restricted Stock Units will have vested in the manner set forth in the Agreement, Employee will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Payment of any vested Restricted Stock Units will be made in whole Shares only.

3. Vesting Schedule. The Restricted Stock Units awarded by this Agreement will vest in the Employee subject to the performance-based and service-based vesting requirements set forth in the Agreement. Restricted Stock Units shall not vest in the Employee in accordance with any of the provisions of this Agreement unless the Employee remains a Service Provider through the applicable vesting dates, except as otherwise specifically provided in this Agreement.

4. Forfeiture upon Termination of Service. Notwithstanding any contrary provision of this Agreement, if the Employee ceases to be a Service Provider for any or no reason while any RSUs remain unvested, the then-unvested Restricted Stock Units awarded by this Agreement will immediately be forfeited at no cost to the Company and the Employee will have no further rights thereunder.

5. Committee Discretion. Notwithstanding anything to the contrary in this Agreement, the Committee, in its discretion, may (a) modify the performance and service vesting requirements applicable to the RSUs; or (b) accelerate the vesting of the balance, or some lesser portion of the balance, of the RSUs, except that, except in connection with a Change of Control, the Committee may not accelerate the vesting of any RSUs if the Employee is a “covered employee” under Section 162(m) of the Code for the year of acceleration and the acceleration would, in and of itself, cause the Award to fail to qualify as “performance-based compensation” under Section 162(m). The Committee’s authority under clause (a) of the preceding sentence, when exercised in connection with a pending or expected (that is, expected to occur in the near future) Change of Control, shall be exercised only by the Committee as constituted immediately prior to the Change of Control. The Committee’s authority under clause (a) of the first preceding sentence of this paragraph 5, when exercised not in connection with a pending or expected (in the near future) Change of Control, must be exercised and communicated to the Employee no later than the ninetieth (90th) day of the Fiscal Year (or other performance period of at least twelve months) to which the change will apply (and, except as may be provided in the Plan, no such change may divest the Employee of any previously vested shares). If the Committee accelerates any RSUs under this paragraph 5, such RSUs will be considered as having vested as of the date specified by the Committee. Subject to the provisions of this paragraph 5, if the Committee, in its discretion, accelerates the vesting of all or a portion of the RSUs, the payment of such accelerated RSUs shall be made as soon as practicable upon or following the accelerated vesting date, but in no event later than sixty (60) days following the vesting date of the accelerated RSUs. Notwithstanding the preceding, if the vesting of all or a portion of any unvested RSUs is accelerated in connection with the Employee’s termination as a Service Provider (provided that such termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if both (a) the Employee is a “specified employee” within the

meaning of Section 409A at the time of such termination, and (b) the payment of such accelerated RSUs would result in the imposition of additional tax under Section 409A if paid to the Employee within the six (6) month period following the Employee’s termination, then the payment of such accelerated RSUs will not be made until the date that is six (6) months and one (1) day following the date of the Employee’s termination, unless the Employee dies following his or her termination, in which case, the RSUs will be paid in Shares to the Employee’s estate as soon as practicable following his or her death. Furthermore, if payment of accelerated RSUs in accordance with the preceding above would cause the imposition of additional tax on the Employee under Section 409A, and if the additional tax would be avoided by instead making payment in accordance with the original vesting schedule of the RSUs, payment of the accelerated RSUs shall be made at the time or times that the RSUs otherwise would have vested and been paid (as determined by the Committee). It is the intent of this Agreement to be exempt from or comply with the requirements of Section 409A so that none of the RSUs provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Code.

(a) Subject to paragraph 5, in the event of a Change of Control then the final day of the Performance Period will be deemed the date prior to the Change of Control and the Share Price for purposes of calculating the percentage of the RSUs earned will be based on the average of the daily volume-weighted average price for the fourteen (14) trading days ending on and including the day prior to the Change of Control. The percentage of the RSUs that is not earned will be permanently forfeited.

(b) On the first trading day on or after the date of a Change of Control, fifty percent (50%) of the number of RSUs earned under paragraph 6(a) based on relative TSR performance, rounded down, will vest, and an additional one-forty-eighth (1/48) of the earned RSUs will vest each month after the date of the Change of Control (on the same day of the month as the date of the Change of Control or the final day of the month if there is no corresponding day), so that 100% of the RSUs will be vested two (2) years from the date of the Change of Control, in each case subject to the Employee remaining a Service Provider through the applicable vesting date. If Employee’s employment is involuntarily terminated without Cause by such successor company within twelve months of the applicable Change of Control, then any unvested RSUs will vest as to 100% of those unvested RSUs. Notwithstanding the preceding or any contrary provision of this Agreement, if the Employee’s employment terminates in circumstances that otherwise would entitle the Employee to acceleration of vesting of this Award under the TIBCO Software Inc. Executive Change in Control and Severance Plan or the Plan, the Employee will receive accelerated vesting under either the provisions of this paragraph 6, the Executive Change in Control and Severance Plan, or the Plan, whichever results in greater vesting for the Employee.

(c) If the RSUs are not assumed in connection with the Change of Control, then, as provided in Section 10.1 of the Plan, 100% of the RSUs earned under paragraph 6(a) shall become fully vested and free of any restrictions on the day immediately prior to the Change of Control.

7. Payment after Vesting. Any RSUs that vest will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) as soon as practicable, but in all cases within sixty (60) days, following the vesting date of such RSUs. Any distribution or delivery to be made to the Employee under this Agreement will, if the Employee is then deceased, be made to the administrator or executor of the Employee’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8. Withholding of Taxes. The Company or the Employer will withhold a portion of the Shares that has an aggregate market value sufficient to pay all Tax Obligations required to be withheld by the Company or the Employer with respect to any RSUs, unless the Committee, in its sole discretion, requires or permits the

Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. Notwithstanding any contrary provision of this Agreement, no Shares will be issued in settlement of the vested Restricted Stock Units unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company or the Employer has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All Tax Obligations related to the award of Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 8. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 8. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 8 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

(a) In the event that the benefits provided to the Employee under this Agreement when combined with any other severance and other benefits otherwise payable to Employee (collectively the “Severance Benefits”), if any, (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Agreement, Employee would be subject to the excise tax imposed by Section 4999 of the Code, then Employee’s benefits under this Agreement will be either:

(ii) delivered as to such lesser extent which would result in no portion of such Severance Benefits being subject to excise tax under Section 4999 of the Code (the “Excise Tax”),

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an after-tax basis, of the greatest amount of Severance Benefits, notwithstanding that all or some portion of such Severance Benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (1) reduction of cash payments in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced), (2) cancellation of equity awards granted within the twelve-month period prior to a “change of control” (as determined under Code Section 280G) that are deemed to have been granted contingent upon the change of control (as determined under Code Section 280G), in the reverse order of date of grant of the awards (i.e., the most recently granted equity awards will be cancelled first), (3) cancellation of accelerated vesting of equity awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first) and (4)

reduction of continued employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Employee have any discretion with respect to the ordering of payment reductions.

(b) Unless the Company and Employee otherwise agree in writing, any determination required under this paragraph 9 will be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this paragraph 9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph 9. The Accountants shall provide their determination (the “Determination”), together with detailed supporting calculations and documentation, to the Company and the Employee within 10 days after the first of the following events to occur and as a result cause a distribution of the Severance Benefits: (A) the Change of Control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder) and (B) Employee’s final day of employment. If the Accountants determine that no Excise Tax is payable by the Employee with respect to the Severance Benefits, it shall furnish the Employee with an opinion to the Company that no Excise Tax will be imposed with respect to any such payments and, absent manifest error, such Determination shall be binding, final and conclusive upon the Company and the Employee.

10. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Employee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

11. Dividend Equivalents. Employee shall have no right to the payment of any dividends or distributions until such time as the Shares have been actually issued to the Employee with respect to the vested Restricted Stock Units except to the limited extent determined by the Committee in accordance with the Plan.

12. No Effect on Employment. The terms of the Employee’s employment with his or her Employer are governed by applicable local law and any relevant employment agreement. This Agreement and the attached Notice of Award do not constitute an express or implied promise of continued employment for any period of time. The Employee may terminate his or her employment and the Employer may terminate the Employee’s employment in accordance with applicable local law and any relevant employment agreement.

13. Labor Law. By accepting this award of Restricted Stock Units, the Employee acknowledges that: (a) the award of Restricted Stock Units is a one-time benefit which does not create any contractual or other right to receive future awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units; (b) all determinations with respect to any future awards, including, but not limited to, the times when the Restricted Stock Units shall be granted, the number of Shares subject to each award of Restricted Stock Units and the time or times when Restricted Stock Units shall vest, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan is voluntary; (d) the value of this Restricted Stock Units is an extraordinary item of compensation which is outside the scope of the Employee’s employment contract, if any; (e) these Restricted Stock Units are not part of the Employee’s normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (f) the vesting of this Restricted Stock Units ceases upon termination of employment

for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (h) these Restricted Stock Units have been granted to the Employee in the Employee’s status as an employee of the Company or the Employer; (i) any claims resulting from these Restricted Stock Units shall be enforceable, if at all, against the Company; and (j) there shall be no additional obligations for any subsidiary or affiliate employing the Employee as a result of these Restricted Stock Units.

14. Address for Notices. Any notice to be given to the Company under the terms of this Agreement and the attached Notice of Award will be addressed to the Company, in care of Shareholder Services, TIBCO Software Inc., 3303 Hillview Avenue, Palo Alto, California 94304, or at such other address as the Company may hereafter designate in writing.

15. Award is Not Transferable. Restricted Stock Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than by will, by the laws of descent or distribution, or to a Service Provider’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child, support, alimony payments or marital property rights. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of Restricted Stock Units, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, Restricted Stock Units granted herein and the rights and privileges conferred hereby immediately will become null and void.

16. Binding Agreement. Subject to the limitation on the transferability of Restricted Stock Units contained herein, this Agreement and the attached Notice of Award will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

17. Additional Conditions to Issuance of Stock. The Company shall not be required to issue any Shares hereunder prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any U.S. state or federal or non-U.S. law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. state or federal or non-U.S. governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time (not to exceed five (5) business days) following the vesting date of the Restricted Stock Units as the Committee may establish from time to time for reasons of administrative convenience. The Company shall make all commercially reasonable efforts (as determined by the Committee) to fulfill the preceding conditions.

18. Plan Governs. This Agreement and the attached Notice of Award are subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. In the event of a conflict between one or more provisions of the attached Notice of Award and one or more provisions of the Plan, the provisions of the Plan will govern.

19. Committee Authority. The Committee will have the power to interpret the Plan, this Agreement and the attached Notice of Award and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement and the attached Notice of Award.

20. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

21. Agreement Severable. In the event that any provision in this Agreement or the attached Notice of Award will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement or the attached Notice of Award.

22. Modifications to the Agreement. This Agreement, the attached Notice of Award and the Executive Change in Control and Severance Plan constitute the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not accepting this Agreement or the attached Notice of Award in reliance on any promises, representations, or inducements other than those contained herein and therein. Modifications to this Agreement, the attached Notice of Award or the Plan can be made only in an express written contract executed by a duly authorized director or officer of the Company. Notwithstanding anything to the contrary in the Plan, this Agreement or the attached Notice of Award, the Company reserves the right to revise this Agreement or the attached Notice of Award as it deems necessary or advisable, in its sole discretion and without the consent of the Employee, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A (but without materially reducing the benefits hereunder). However, in no event will the Company be required to reimburse the Employee (or his or her estate) for any taxes or other costs under Section 409A or for any other tax or tax-related item.

23. Amendment, Suspension or Termination of the Plan. By accepting this Restricted Stock Unit award, the Employee expressly warrants that he or she has received a conditional right to receive Shares issued under the Plan, and has received, read and understood a description of the Plan. The Employee understands that the Plan is discretionary in nature and may be modified, suspended or terminated by the Company at any time.

24. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

25. Disclosure of Employee Information. By accepting this Restricted Stock award, the Employee consents to the collection, use and transfer of personal data as described in this paragraph. The Employee understands that the Company and its Subsidiaries hold certain personal information about him or her, including his or her name, home address and telephone number, date of birth, social security or identity number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all awards of Restricted Stock or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the purpose of managing and administering the Plan (“Data”). The Employee further understands that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of his or her participation in the Plan, and that the Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Employee understands that these recipients may be located in the European Economic Area, or elsewhere, such as in the U.S. or Asia. The Employee authorizes the Company to receive, possess, use, retain and transfer the Data in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer to a broker or other third party with whom he or she may elect to deposit any Shares of stock acquired from this award of Restricted Stock of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on his or her behalf. The Employee understands that he or she may, at any time, view the Data, require any necessary amendments to the Data or withdraw the consent herein in writing by contacting the Human Resources Department for his or her employer.

26. Notice of Governing Law. This Agreement and the attached Notice of Award shall be governed by the laws of the State of Delaware, U.S.A., without regard to its principles of conflict of laws. For purposes of litigating any dispute that arises under this award of Restricted Stock Units, this Agreement or the attached Notice of Award, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Santa Clara County, California, or the federal courts of the United States for the Northern District of California, and no other courts where this award of Restricted Stock Units is made and/or to be performed.

Your Award of RSUs eligible to vest for the Performance Period shall be earned depending upon achievement of goals related to the Total Shareholder Return (“TSR”) of the Company’s common stock for the Performance Period, as compared to the TSR of each of the companies included in the S&P 500 Information Technology Index (^IXIC) (the “Index”) for the same Performance Period, as set forth below. For the avoidance of doubt, only those companies that appear on the Index at both the beginning and the end of the Performance Period shall be used in the calculation to determine the number of RSUs that will vest for the Performance Period.

The percentage of the Target Number of RSUs in which you will be eligible to vest will range from zero percent (0%) of the Target Number to two hundred percent (200%) of the Target Number, all depending on actual performance versus the goal and subject to the service-based vesting requirements below. The number of RSUs that actually are earned (if any) shall be determined by the Compensation Committee and certified in writing within thirty (30) days following the end of the Performance Period.

The number of RSUs that will be earned for the Performance Period will be determined as follows:

“TSR” shall mean the total return of a share of publicly-traded common stock (of the Company or of a company in the Target Group) for the Performance Period, calculated as the change in share price and assuming immediate reinvestment of any dividends or other distributions back into the common stock on which the dividends or distributions were paid. Share price as of the beginning and ending of the Performance Period shall mean the average of the daily volume-weighted average price for each trading day from June 23 through, and including, August 10 for each of the first and last day of the Performance Period, provided, however, that if the Company is

releasing its earnings announcement on June 23, 2016 or the day thereafter, then the calculation of the share price for the end of the Performance Period with respect to the Company and each member of the Target Group shall begin on Monday, June 27, 2016.

Except as set forth in paragraph 6 of the Terms and Conditions, (i) fifty percent (50%) of the number of RSUs earned, rounded down, will vest on the first trading day after the date that the Compensation Committee certifies in writing how many RSUs are earned (the “Initial Vesting Date”), (ii) 25% of the number of RSUs earned, rounded down, will vest on the first trading day after the first anniversary of the Initial Vesting Date and (iii) the remainder of the RSUs earned will vest on the first trading day after the second anniversary of the Initial Vesting Date.


Exhibit No.		Description

10.1		TIBCO Software Inc. Executive Change in Control and Severance Plan (Amended and Restated August 1, 2014).

10.2		Form of Notice of Award of Performance-Based Restricted Stock Units


Exhibit No.		Description

10.1		TIBCO Software Inc. Executive Change in Control and Severance Plan (Amended and Restated August 1, 2014).

10.2		Form of Notice of Award of Performance-Based Restricted Stock Units


Plan Name:		TIBCO Software Inc. Change in Control and Severance Plan

Plan Sponsor:		TIBCO Software Inc.
		3303 Hillview Ave
		Palo Alto, CA 94304

Identification Numbers:		EIN: 77-0449727
		PLAN: 5___

Plan Year:		Company’s Fiscal Year

Plan Administrator:		TIBCO Software Inc.
		Attention: Executive Vice President, General Counsel & Secretary
		3303 Hillview Ave
		Palo Alto, CA 94304

		(650) 846-1000

Agent for Service of Legal Process:		TIBCO Software Inc.
		Attention: General Counsel
		3303 Hillview Ave
		Palo Alto, CA 94304

		(650) 846-1000

		Service of process may also be made upon the Plan Administrator.

Type of Plan		Severance Plan/Employee Welfare Benefit Plan

Plan Costs		The cost of the Plan is paid by the Employer.


Award Number:

Target Number of Restricted Stock Units:

Performance Period:		August 10, 2014 through August 10, 2016

Vesting of Restricted Stock Units:		Employee will only vest in any of the Restricted Stock Units (“RSUs”) covered by this Agreement if specified goals for Total Shareholder Return are achieved and the Employee remains a Service Provider through the applicable vesting date(s). See Appendix B, Vesting Requirements, for more detailed information.


2014 TSR LTIP		-2-


2014 TSR LTIP		-3-


2014 TSR LTIP		-4-


2014 TSR LTIP		-5-