Executive Change in Control and Severance Plan - TIBCO Software Inc.


TIBCO Software Inc.

Executive Change in Control and Severance Plan

Amended and Restated March 2, 2011

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 Company153s employees with an I ncentive 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 Employee153s 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 Employee153s 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.

2.3 "Board" means the Board of Directors of the Company.

2.4 "Cause" means (i) an act of fraud or personal dishonesty undertaken by a Covered Employee in connection with the Covered Employee153s 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 Employee153s conviction of, or plea of nolo contendere to, a felony, (iii) a Covered Employee153s gross misconduct in connection with the performance or failure of performance of a material component of the Covered Employee153s responsibilities as an employee that is materially injurious to the Company, or (iv) a Covered Employee153s 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 Company153s 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 Company153s 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."

2.10 "Effective Date" means July 10, 2005.

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 Employee153s written consent (a) a material reduction in the Covered Employee153s authority, status or responsibilities (including reporting responsibilities) relative to the Covered Employee153s 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 Employee153s 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 Employee153s 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 Company153s 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 Employee153s target bonus pursuant to the Company153s Executive Incentive Compensation Plan or any other applicable corporate bonus plan (a) at the rate in effect as of the date of the Covered Employee153s termination, or at a rate of 100% if no such rate is in effect as of the date of the Covered Employee153s 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 Employee153s and the Company153s objectives, if any. Notwithstanding the foregoing, the Covered Employee153s target bonus for purposes of the Plan shall be deemed to be the amount received as a bonus by the Covered Employee for the Company153s fiscal year preceding the date of the Covered Employee153s termination if a target bonus has not been established for the then current fiscal year and the Covered Employee153s bonuses, if any, are discretionary and not pursuant to any non-discretionary bonus plan or commission rate established by the Company. The Covered Employee153s 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. Change in Control Severance Benefit.

4.1 Involuntary Termination Following a Change in Control. If following a Change in Control, and during the time period specified in Section 4.1.1 below, (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 Employee153s employment for other than Cause, death or permanent disability, then, subject to the Covered Employee153s compliance with Section 7, the Covered Employee shall receive the following Change in Control Severance Benefit from the Company:

4.1.1 Change in Control Severance Benefit.

4.1.1.1 Tier 1 Covered Employee. If the Covered Employee is a Tier 1 Covered Employee, and his or her employment terminates on or following the Change in Control, he or she shall be entitled to receive a lump sum cash payment equal to twelve (12) months of Base Pay and the Covered Employee153s Target Bonus.

4.1.1.2 Tier 2 Covered Employee. If the Covered Employee is a Tier 2 Covered Employee, and his or her employment terminates on or following the Change in Control, 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 Employee153s Target Bonus.

4.1.1.3 Tier 3 Covered Employee. If the Covered Employee is a Tier 3 Covered Employee, and his or her employment terminates on or following the Change in Control, 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 Employee153s Target Bonus.

4.1.1.4 Tier 4 Covered Employee. If the Covered Employee is a Tier 4 Covered Employee, and his or her employment terminates during the Change in Control Determination Period, he or she shall be entitled to receive a lump sum cash payment equal to three (3) months of Base Pay and three (3) months of the Covered Employee153s 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 Employee153s termination of employment and such termination occurs during the period specified in Section 4.1.1, 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:

4.1.2.1 Tier 1 Covered Employee. For a period of up to twelve (12) months.

4.1.2.2 Tier 2 Covered Employee. For a period of up to nine (9) months.

4.1.2.3 Tier 3 Covered Employee. For a period of up to six (6) months.


4.1.2.4 Tier 4 Covered Employee. For a period of up to three (3) months.

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. Equity Award Benefit.

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 Employee153s employment for other than Cause, death or permanent disability, then, subject to the Covered Employee153s 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. Fifty (50) percent of each Tier 1 Covered Employee153s outstanding and unvested equity compensation awards, as determined on such Covered Employee153s 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 Company153s Stock-Plans and related award agreements.

5.1.2 Tier 2 and Tier 3 Covered Employees. Twenty-five (25) percent of each Tier 2 Covered Employee153s and each Tier 3 Covered Employee153s outstanding and unvested equity compensation awards, as determined on such Covered Employee153s 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 Company153s 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 Employee153s outstanding and unvested equity compensation awards, as determined on such Covered Employee153s date of termination, and the period over which such equity compensation awards may be exercised shall be governed by the applicable provisions of the Company153s


Stock Plans and related award agreements.

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 Employee153s severance benefits hereunder shall be either:

(a) delivered in full, or

(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 Company153s 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 Employee153s 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 Employee153s 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 Employee153s termination, subject to Section 11 below and the Covered Employee153s compliance with Section 7 above. Notwithstanding the foregoing and subject to Section 11 below, if the Covered Employee153s 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 Employee153s termination or, if later, on the date the Release becomes effective but on or before December 31 of that calendar year. If the Covered Employee153s Involuntary Termination occurs after October 15 of a calendar year, the Covered Employee153s 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 Employee153s 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 Arrangments. 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. Section 409A.

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 Employee153s termination, subject to the Covered Employee153s 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 Employee153s 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 Employee153s 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 Employee153s 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 Employee153s 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 Employee153s 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 Company153s 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 Plan153s 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 claimant153s 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 claimant153s 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.


26. Additional Information.

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:

Company153s 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.


28. Statement of ERISA Rights.

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 Plan153s annual report (IRS Form 5500). These documents are available for your review in the Company153s 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.


29. Execution.

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

Title:

Executive Vice President, General Counsel and Secretary

Date:

March 2, 2011


Exhibit 1

Form of Release and Non-Disparagement Agreement


TIBCO SOFTWARE INC. CHANGE IN CONTROL SEVERANCE PLAN

RELEASE AND NON-DISPARAGEMENT AGREEMENT

RECITALS

This Release and Non-Disparagement Agreement (the "Agreement") is made by and between [CLICK AND TYPE NAME] ("Employee") and TIBCO Software Inc. or its subsidiary (the "Company") (collectively referred to as the "Parties" or individually referred to as a "Party"):

WHEREAS, Employee was employed by the Company;

WHEREAS, Employee is an eligible participant under the Company153s Change in Control and Severance Plan (the "Plan");

WHEREAS, the Employee153s employment with the Company has terminated effective [Click And Type Date] ("Termination Date") and Employee shall be eligible to receive benefits under the Plan; and,

WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and demands that the Employee may have against the Company, including, but not limited to, any and all claims arising out of or in any way related to Employee153s employment with or separation from the Company.

NOW, THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:

COVENANTS

1. Release of Claims. Employee agrees that the benefits provided by the Plan represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, founders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the "Releasees"). Employee, on his/her own behalf, and on behalf of his/her respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute or pursue, any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts or facts or damages that have occurred up until and including the Effective Date of this Agreement including, without limitation:

(a) any and all claims relating to or arising from Employee153s employment relationship with the Company and the termination of that relationship;

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(b) any and all claims relating to, or arising from, Employee153s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c) any and all claims for wrongful discharge of employment; constructive discharge; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;

(d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Fair Labor Standards Act, except as prohibited by law; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act, except as prohibited by law; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the California Fair Employment and Housing Act; the California Labor Code and the Sarbanes-Oxley Act of 2002;

(e) any and all claims for violation of the federal, or any state, constitution;

(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and

(h) any and all claims for attorneys153 fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or the Plan. This release does not release claims that cannot be released as a matter of law, including, but not limited to Employee153s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee153s release of claims herein bars Employee from recovering such monetary relief from the Company).

2. [Include Only if Age 40 or Over] Acknowledgement of Waiver of Claims Under ADEA. Employee acknowledges that he/she is waiving and releasing any rights he/she may have under the

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Age Discrimination in Employment Act of 1967 ("ADEA"), and that this waiver and release is knowing and voluntary. Employee agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given under the Plan for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he/she has been advised by this writing that: (a) he/she should consult with an attorney prior to executing this Agreement; (b) he/she has forty-five (45) days within which to consider this Agreement; (c) as set forth in the Decisional Unit Information Letter attached hereto as Exhibit A, he/she has been advised in writing by the Company of the decisional unit for this reduction in force, as well as the class, unit, or group of individuals affected, and the job titles and ages of all individuals who were and were not affected; (d) he/she has seven (7) days following his/her execution of this Agreement to revoke this Agreement; (e) this Agreement shall not be effective until after the revocation period has expired; and (f) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 45-day period identified above, Employee hereby acknowledges that he/she has freely and voluntarily chosen to waive the time period allotted for considering this Agreement. Employee acknowledges and understands that revocation must be accomplished by delivery of a written notification to [insert contact information for appropriate Company representative : e.g., HR and contact information] prior to the Effective Date.

3. Civil Code Section 1542. The Employee represents that the Employee is not aware of any claim by him/her other than the claims that are released by this Agreement. Employee acknowledges that he/she has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Employee, being aware of said code section, agrees to expressly waive any rights Employee may have thereunder, as well as under any other statute or common law principles of similar effect.

4. No Pending or Future Lawsuits. Employee represents that Employee has no lawsuits, claims, or actions pending in his/her name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents that Employee does not intend to bring any claims on Employee153s own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.

5. Non-Disparagement. Employee agrees to refrain from any disparagement, defamation, libel or slander of any of the Releasees, or any tortious interference with the contracts, relationships and prospective economic advantage of any of the Releasees. Employee agrees that Employee shall direct all inquiries by potential future employers to the Company153s Human Resources Department.

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Upon inquiry, the Company shall only state the following: Employee153s last position and dates of employment.

6. Severability. In the event that any provision, or any portion thereof, becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision or portion of said provision.

7. Attorneys153 Fees. Except as provided in paragraph 2 hereof, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, plus reasonable attorneys153 fees, incurred in connection with such an action, except as prohibited by law.

8. No Waiver. The failure of the Company to insist upon the performance of any of the terms and conditions in this Agreement, or the failure to prosecute any breach of any of the terms and conditions of this Agreement, shall not be construed thereafter as a waiver of any such terms or conditions. This entire Agreement shall remain in full force and effect as if no such forbearance or failure of performance had occurred.

9. No Oral Modification. This Agreement may only be amended in a writing signed by Employee and an authorized representative of the Company.

10. Governing Law. This Agreement shall be construed, interpreted, governed and enforced in accordance with the laws of the State of California, without regard to choice-of-law provisions. Employee hereby consents to personal and exclusive jurisdiction and venue in the State of California.

11. Effective Date. Employee has seven (7) days after he/she signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by both Parties and has not been revoked before that date (the "Effective Date").

12. Counterparts. This Agreement may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

13. Voluntary Execution of Agreement. Employee understands and agrees that he/she executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of his/her claims against the Company and any of the other Releasees. Employee acknowledges that:

(a) he/she has read this Agreement;

(b) he/she has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his/her own choice or that he/she has voluntarily declined to seek such counsel;

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(c) he/she understands the terms and consequences of this Agreement and of the releases it contains; and

(d) he/she is fully aware of the legal and binding effect of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

[CLICK & TYPE EMPLOYEE NAME], an individual

Dated:

[Click and Type Employee Name]

TIBCO Software Inc.

Dated:

By

[Click and Type Officer Name]

[Click and Type Title]

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