Restricted Stock Award Agreement – TIBCO Software Inc.

TIBCO SOFTWARE INC.

RESTRICTED STOCK AGREEMENT

Unless otherwise defined herein, the terms defined in the 2008 Equity
Incentive Plan (the “Plan”) will have the same defined meanings in this
Restricted Stock Agreement (the “Agreement”).

Name: [insert name] (the “Employee”)

You have been granted the right to receive an award of Restricted Stock under
the Plan. Subject to the provisions of Appendix A (attached hereto) and
of the Plan, the principal features of this award are as follows:

Award Number
Date of Award
Vesting Commencement Date
Number of Shares of Restricted Stock
Purchase Price per Share		$0.001

Scheduled Vesting/Period of Restriction:

[Vesting to be inserted].

Except as otherwise provided in Appendix A, the Employee will not vest
in any Shares unless he or she remains a Service Provider through the applicable
vesting date. For purposes of this Agreement, a “Service Provider” means an
Employee, Non-Employee Director or Consultant.

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Your signature below indicates your acknowledgement of the purchase of the
Shares covered by this Agreement and your understanding that this award is
subject to all of the terms and conditions contained in Appendix A and
the Plan. For example, important additional information on vesting and
forfeiture of the Shares covered by this award is contained in paragraphs 3
through 5 of Appendix A. PLEASE BE SURE TO READ ALL OF
APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS
AGREEMENT.

EMPLOYEE:

Signature

Print Name

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APPENDIX A

TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD

1. Award. The Company hereby grants to the Employee under the Plan an
award of Shares for $0.001 per Share, commencing on the Date of Award, subject
to all of the terms and conditions in this Agreement and the Plan. By accepting
this award of Restricted Stock, the par value purchase price for each Share of
Restricted Stock (a) will be deemed paid by the Employee by past services
rendered by the Employee, if the Employee is an existing employee of the Company
or one of its Subsidiaries or (b) shall be paid to the Company by cash or check
by the Employee, if the Employee is a newly-hired employee of the Company or one
of its Subsidiaries. Only whole shares shall be issued.

2. Shares Held in Escrow. Unless and until the Shares will have vested
in the manner set forth in paragraphs 3 through 5, such Shares will be issued in
the name of the Employee and held by the Shareholder Services Department of the
Company (or its designee) as escrow agent (the “Escrow Agent”), and will not be
sold, transferred or otherwise disposed of, and will not be pledged or otherwise
hypothecated. The Company may determine to issue the Shares in book entry form
and/or may instruct the transfer agent for its Shares to place a legend on the
certificates representing the Restricted Stock or otherwise note its records as
to the restrictions on transfer set forth in this Agreement and the Plan. The
certificate or certificates representing such Shares will not be delivered by
the Escrow Agent to the Employee unless and until the Shares have vested and all
other terms and conditions in this Agreement have been satisfied.

3. Vesting Schedule/Period of Restriction. Except as provided in
paragraph 4, and subject to paragraph 5, the Shares awarded by this Agreement
shall vest in accordance with the vesting provisions set forth on the first page
of this Agreement. Shares 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 date(s) vesting otherwise is scheduled to occur.

4. Committee Discretion. The Committee, in its discretion, may
accelerate the vesting of the balance, or some lesser portion of the balance, of
the unvested Shares at any time, subject to the terms of the Plan. If so
accelerated, such Shares will be considered as having vested as of the date
specified by the Committee.

5. Forfeiture. Notwithstanding any contrary provision of this
Agreement, the balance of the Shares that have not vested at the time of
Employee ceases to be a Service Provider will be forfeited and automatically
transferred to and reacquired by the Company at no cost to the Company upon the
date the Employee ceases to be a Service Provider. The Employee shall not be
entitled to a refund of the price paid for the Shares returned to the Company
pursuant to this paragraph 5. The Employee hereby appoints the Escrow Agent with
full power of substitution, as the Employee153s true and lawful attorney-in-fact
with irrevocable power and authority in the name and on behalf of the Employee
to take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such forfeited Shares to the Company.

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6. Withholding of Taxes. The Company (or the employing Affiliate) will
withhold a portion of the Shares that have an aggregate market value sufficient
to pay all Tax Obligations required to be withheld by the Company or the
employing Affiliate with respect to the Shares, 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 Restricted Stock
will be granted 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 employing Affiliate) 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 Restricted Stock award
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 6. Only whole Shares will be withheld or sold to satisfy any tax
withholding obligations pursuant to this paragraph 6. 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 6 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.

7. 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 or the Escrow Agent. Except as provided in paragraph
9, 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.

8. No Effect on Employment. Subject to any employment contract with
the Employee, the terms of such employment will be determined from time to time
by the Company, or the Affiliate employing the Employee, as the case may be, and
the Company, or the Affiliate employing the Employee, as the case may be, will
have the right, which is hereby expressly reserved, to terminate or change the
terms of the employment of the Employee at any time for any reason whatsoever,
with

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or without good cause. The transactions contemplated hereunder and the
vesting schedule set forth on the first page of this Agreement do not constitute
an express or implied promise of continued employment for any period of time.

9. Changes in Shares. In the event that as a result of a stock or
extraordinary cash dividend, stock split, distribution, reclassification,
recapitalization, combination of shares or the adjustment in capital stock of
the Company or otherwise, or as a result of a merger, consolidation, spin-off or
other corporate transaction or event, the Shares will be increased, reduced or
otherwise affected, and by virtue of any such event the Employee will in his or
her capacity as owner of unvested Shares which have been awarded to him or her
(the “Prior Shares”) be entitled to new or additional or different shares of
stock, cash or other securities or property (other than rights or warrants to
purchase securities); such new or additional or different shares, cash or
securities or property will thereupon be considered to be unvested Restricted
Stock and will be subject to all of the conditions and restrictions that were
applicable to the Prior Shares pursuant to this Agreement and the Plan. If the
Employee receives rights or warrants with respect to any Prior Shares, such
rights or warrants may be held or exercised by the Employee, provided that until
such exercise any such rights or warrants and after such exercise any shares or
other securities acquired by the exercise of such rights or warrants will be
considered to be unvested Restricted Stock and will be subject to all of the
conditions and restrictions which were applicable to the Prior Shares pursuant
to the Plan and this Agreement. The Committee in its absolute discretion at any
time may accelerate the vesting of all or any portion of such new or additional
shares of Restricted Stock, cash or securities, rights or warrants to purchase
securities or shares or other securities acquired by the exercise of such rights
or warrants.

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

11. Award is Not Transferable. The unvested Shares 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 Provider153s
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 any unvested Shares subject to this
award, or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment or similar process, this award and the rights
and privileges conferred hereby immediately will become null and void.

12. Restrictions on Sale of Securities. The Shares issued under this
Agreement will be registered under U. S. federal securities laws and will be
freely tradable upon vesting. However, an Employee153s subsequent sale of the
Shares may be subject to any market blackout-period that may be imposed by the
Company and must comply with the Company153s insider trading policies, and any
other applicable securities laws.

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13. Binding Agreement. Subject to the limitation on the
transferability of this award contained herein, this Agreement will be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.

14. Additional Conditions to Release from Escrow. The Company shall
not be required to issue any certificate or certificates for Shares hereunder or
release such Shares from the escrow established pursuant to paragraph 2 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 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 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 following the Date of Award of the Restricted Stock as
the Committee may establish from time to time for reasons of administrative
convenience.

15. Plan Governs. This Agreement is subject to all the 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.

16. Committee Authority. The Committee will have the power to
interpret the Plan and this Agreement 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 Shares 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 or this Agreement.

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

18. Agreement Severable. In the event that any provision in this
Agreement 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.

19. Modifications to the Agreement. This Agreement constitutes the
entire understanding of the parties on the subjects covered. The Employee
expressly warrants that he or she is not accepting this Agreement in reliance on
any promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.

20. Amendment, Suspension or Termination of the Plan. By accepting
this Restricted Stock award, the Employee expressly warrants that he or she has
received a Restricted Stock award

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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 amended, suspended or terminated by the Company at any time.

21. Labor Law. By accepting this Restricted Stock award, the Employee
acknowledges that: (a) the award of this Restricted Stock is a one-time benefit
which does not create any contractual or other right to receive future awards of
Restricted Stock, or benefits in lieu of Restricted Stock; (b) all
determinations with respect to any future awards, including, but not limited to,
the times when the Restricted Stock shall be granted, the number of Shares
subject to each Restricted Stock award, the Purchase Price per Share, and the
time or times when Restricted Stock shall vest, will be at the sole discretion
of the Company; (c) the Employee153s participation in the Plan is voluntary; (d)
the value of this Restricted Stock is an extraordinary item of compensation
which is outside the scope of the Employee153s employment contract, if any; (e)
this Restricted Stock is not part of the Employee153s 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 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) this
Restricted Stock has been granted to the Employee in the Employee153s status as an
employee of the Company or its Subsidiaries; (i) any claims resulting from this
Restricted Stock shall be enforceable, if at all, against the Company; and (j)
there shall be no additional obligations for any Affiliate employing the
Employee as a result of this Restricted Stock.

22. 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.

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23. Electronic Delivery. The Company may, in its sole discretion,
decide to deliver any documents related to Restricted Stock awarded under the
Plan or future Restricted Stock that may be awarded under the Plan by electronic
means or request the Employee153s 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.

24. Notice of Governing Law. This award of Restricted Stock shall be
governed by, and construed in accordance with, 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 or this Agreement, 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 is made and/or to be performed.