{"id":40350,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-award-agreement-tibco-software-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-award-agreement-tibco-software-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-award-agreement-tibco-software-inc.html","title":{"rendered":"Restricted Stock Award Agreement – TIBCO Software Inc."},"content":{"rendered":"

TIBCO SOFTWARE INC. <\/strong><\/p>\n

RESTRICTED STOCK AGREEMENT <\/strong><\/p>\n

Unless otherwise defined herein, the terms defined in the 2008 Equity
\nIncentive Plan (the “Plan”) will have the same defined meanings in this
\nRestricted Stock Agreement (the “Agreement”).<\/p>\n

Name: [insert name] <\/strong>(the “Employee”)<\/p>\n

You have been granted the right to receive an award of Restricted Stock under
\nthe Plan. Subject to the provisions of Appendix A<\/u> (attached hereto) and
\nof the Plan, the principal features of this award are as follows:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Award Number<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date of Award<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Vesting Commencement Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Number of Shares of Restricted Stock<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Purchase Price per Share<\/p>\n<\/td>\n

<\/td>\n\n

$0.001<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Scheduled Vesting\/Period of Restriction<\/u>:<\/p>\n

[Vesting to be inserted].<\/p>\n

Except as otherwise provided in Appendix A<\/u>, the Employee will not vest
\nin any Shares unless he or she remains a Service Provider through the applicable
\nvesting date. For purposes of this Agreement, a “Service Provider” means an
\nEmployee, Non-Employee Director or Consultant.<\/p>\n

\n

Your signature below indicates your acknowledgement of the purchase of the
\nShares covered by this Agreement and your understanding that this award is
\nsubject to all of the terms and conditions contained in Appendix A<\/u> and
\nthe Plan. For example, important additional information on vesting and
\nforfeiture of the Shares covered by this award is contained in paragraphs 3
\nthrough 5 of Appendix A<\/u>. PLEASE BE SURE TO READ ALL OF
\nAPPENDIX A<\/u>, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS
\nAGREEMENT.<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

EMPLOYEE:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Signature<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Print Name<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

APPENDIX A <\/strong><\/p>\n

TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD
\n<\/strong><\/p>\n

1. Award<\/u>. The Company hereby grants to the Employee under the Plan an
\naward of Shares for $0.001 per Share, commencing on the Date of Award, subject
\nto all of the terms and conditions in this Agreement and the Plan. By accepting
\nthis award of Restricted Stock, the par value purchase price for each Share of
\nRestricted Stock (a) will be deemed paid by the Employee by past services
\nrendered by the Employee, if the Employee is an existing employee of the Company
\nor one of its Subsidiaries or (b) shall be paid to the Company by cash or check
\nby the Employee, if the Employee is a newly-hired employee of the Company or one
\nof its Subsidiaries. Only whole shares shall be issued.<\/p>\n

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

3. Vesting Schedule\/Period of Restriction<\/u>. Except as provided in
\nparagraph 4, and subject to paragraph 5, the Shares awarded by this Agreement
\nshall vest in accordance with the vesting provisions set forth on the first page
\nof this Agreement. Shares shall not vest in the Employee in accordance with any
\nof the provisions of this Agreement unless the Employee remains a Service
\nProvider through the date(s) vesting otherwise is scheduled to occur.<\/p>\n

4. Committee Discretion<\/u>. The Committee, in its discretion, may
\naccelerate the vesting of the balance, or some lesser portion of the balance, of
\nthe unvested Shares at any time, subject to the terms of the Plan. If so
\naccelerated, such Shares will be considered as having vested as of the date
\nspecified by the Committee.<\/p>\n

5. Forfeiture<\/u>. Notwithstanding any contrary provision of this
\nAgreement, the balance of the Shares that have not vested at the time of
\nEmployee ceases to be a Service Provider will be forfeited and automatically
\ntransferred to and reacquired by the Company at no cost to the Company upon the
\ndate the Employee ceases to be a Service Provider. The Employee shall not be
\nentitled to a refund of the price paid for the Shares returned to the Company
\npursuant to this paragraph 5. The Employee hereby appoints the Escrow Agent with
\nfull power of substitution, as the Employee153s true and lawful attorney-in-fact
\nwith irrevocable power and authority in the name and on behalf of the Employee
\nto take any action and execute all documents and instruments, including, without
\nlimitation, stock powers which may be necessary to transfer the certificate or
\ncertificates evidencing such forfeited Shares to the Company.<\/p>\n

\n

6. Withholding of Taxes<\/u>. The Company (or the employing Affiliate) will
\nwithhold a portion of the Shares that have an aggregate market value sufficient
\nto pay all Tax Obligations required to be withheld by the Company or the
\nemploying Affiliate with respect to the Shares, unless the Committee, in its
\nsole discretion, requires or permits the Employee to make alternate arrangements
\nsatisfactory to the Company for such withholdings in advance of the arising of
\nany withholding obligations. The Committee, in its sole discretion and pursuant
\nto such procedures as it may specify from time to time, may permit the Employee
\nto satisfy his or her Tax Obligations, in whole or in part by one or more of the
\nfollowing (without limitation): (a) paying cash, (b) electing to have the
\nCompany withhold otherwise deliverable Shares having a Fair Market Value equal
\nto the minimum statutory amount required to be withheld, or (c) selling a
\nsufficient number of such Shares otherwise deliverable to Employee through such
\nmeans as the Company may determine in its sole discretion (whether through a
\nbroker or otherwise) equal to the amount required to be withheld.
\nNotwithstanding any contrary provision of this Agreement, no Restricted Stock
\nwill be granted unless and until satisfactory arrangements (as determined by the
\nCompany) will have been made by the Employee with respect to the payment of any
\nincome and other taxes which the Company determines must be withheld or
\ncollected with respect to such Shares. In addition and to the maximum extent
\npermitted by law, the Company (or the employing Affiliate) has the right to
\nretain without notice from salary or other amounts payable to the Employee, cash
\nhaving a sufficient value to satisfy any tax withholding obligations that the
\nCompany determines cannot be satisfied through the withholding of otherwise
\ndeliverable Shares. All Tax Obligations related to the Restricted Stock award
\nand any Shares delivered in payment thereof are the sole responsibility of the
\nEmployee. By accepting this award, the Employee expressly consents to the
\nwithholding of Shares and to any additional cash withholding as provided for in
\nthis paragraph 6. Only whole Shares will be withheld or sold to satisfy any tax
\nwithholding obligations pursuant to this paragraph 6. The number of Shares
\nwithheld will be rounded up to the nearest whole Share, with a cash refund to
\nthe Employee for any value of the Shares withheld in excess of the tax
\nobligation (pursuant to such procedures as the Company may specify from time to
\ntime). To the extent that the cash refund described in the preceding sentence is
\nnot administratively feasible, as determined by the Company in its sole
\ndiscretion, the number of Shares withheld will be rounded down to the nearest
\nwhole Share and, in accordance with this paragraph 6 and to the maximum extent
\npermitted by law, the Company will retain from salary or other amounts payable
\nto the Employee cash having a sufficient value to satisfy any additional tax
\nwithholding.<\/p>\n

7. Rights as Stockholder<\/u>. Neither the Employee nor any person claiming
\nunder or through the Employee will have any of the rights or privileges of a
\nstockholder of the Company in respect of any Shares deliverable hereunder unless
\nand until certificates representing such Shares will have been issued, recorded
\non the records of the Company or its transfer agents or registrars, and
\ndelivered to the Employee or the Escrow Agent. Except as provided in paragraph
\n9, after such issuance, recordation and delivery, the Employee will have all the
\nrights of a stockholder of the Company with respect to voting such Shares.<\/p>\n

8. No Effect on Employment<\/u>. Subject to any employment contract with
\nthe Employee, the terms of such employment will be determined from time to time
\nby the Company, or the Affiliate employing the Employee, as the case may be, and
\nthe Company, or the Affiliate employing the Employee, as the case may be, will
\nhave the right, which is hereby expressly reserved, to terminate or change the
\nterms of the employment of the Employee at any time for any reason whatsoever,
\nwith<\/p>\n

\n

or without good cause. The transactions contemplated hereunder and the
\nvesting schedule set forth on the first page of this Agreement do not constitute
\nan express or implied promise of continued employment for any period of time.\n<\/p>\n

9. Changes in Shares<\/u>. In the event that as a result of a stock or
\nextraordinary cash dividend, stock split, distribution, reclassification,
\nrecapitalization, combination of shares or the adjustment in capital stock of
\nthe Company or otherwise, or as a result of a merger, consolidation, spin-off or
\nother corporate transaction or event, the Shares will be increased, reduced or
\notherwise affected, and by virtue of any such event the Employee will in his or
\nher capacity as owner of unvested Shares which have been awarded to him or her
\n(the “Prior Shares”) be entitled to new or additional or different shares of
\nstock, cash or other securities or property (other than rights or warrants to
\npurchase securities); such new or additional or different shares, cash or
\nsecurities or property will thereupon be considered to be unvested Restricted
\nStock and will be subject to all of the conditions and restrictions that were
\napplicable to the Prior Shares pursuant to this Agreement and the Plan. If the
\nEmployee receives rights or warrants with respect to any Prior Shares, such
\nrights or warrants may be held or exercised by the Employee, provided that until
\nsuch exercise any such rights or warrants and after such exercise any shares or
\nother securities acquired by the exercise of such rights or warrants will be
\nconsidered to be unvested Restricted Stock and will be subject to all of the
\nconditions and restrictions which were applicable to the Prior Shares pursuant
\nto the Plan and this Agreement. The Committee in its absolute discretion at any
\ntime may accelerate the vesting of all or any portion of such new or additional
\nshares of Restricted Stock, cash or securities, rights or warrants to purchase
\nsecurities or shares or other securities acquired by the exercise of such rights
\nor warrants.<\/p>\n

10. Address for Notices<\/u>. Any notice to be given to the Company under
\nthe terms of this Agreement will be addressed to the Company, in care of
\nShareholder Services, TIBCO Software Inc., 3303 Hillview Avenue, Palo Alto, CA
\n94304, or at such other address as the Company may hereafter designate in
\nwriting.<\/p>\n

11. Award is Not Transferable<\/u>. The unvested Shares may not be sold,
\ntransferred, pledged, assigned, or otherwise alienated or hypothecated other
\nthan by will, by the laws of descent or distribution, or to a Service Provider153s
\nspouse, former spouse or dependent pursuant to a court-approved domestic
\nrelations order which relates to the provision of child, support, alimony
\npayments or marital property rights. Upon any attempt to transfer, assign,
\npledge, hypothecate or otherwise dispose of any unvested Shares subject to this
\naward, or any right or privilege conferred hereby, or upon any attempted sale
\nunder any execution, attachment or similar process, this award and the rights
\nand privileges conferred hereby immediately will become null and void.<\/p>\n

12. Restrictions on Sale of Securities<\/u>. The Shares issued under this
\nAgreement will be registered under U. S. federal securities laws and will be
\nfreely tradable upon vesting. However, an Employee153s subsequent sale of the
\nShares may be subject to any market blackout-period that may be imposed by the
\nCompany and must comply with the Company153s insider trading policies, and any
\nother applicable securities laws.<\/p>\n

\n

13. Binding Agreement<\/u>. Subject to the limitation on the
\ntransferability of this award contained herein, this Agreement will be binding
\nupon and inure to the benefit of the heirs, legatees, legal representatives,
\nsuccessors and assigns of the parties hereto.<\/p>\n

14. Additional Conditions to Release from Escrow<\/u>. The Company shall
\nnot be required to issue any certificate or certificates for Shares hereunder or
\nrelease such Shares from the escrow established pursuant to paragraph 2 prior to
\nfulfillment of all the following conditions: (a) the admission of such Shares to
\nlisting on all stock exchanges on which such class of stock is then listed; (b)
\nthe completion of any registration or other qualification of such Shares under
\nany U. S. state or federal law or under the rulings or regulations of the
\nSecurities and Exchange Commission or any other governmental regulatory body,
\nwhich the Committee shall, in its absolute discretion, deem necessary or
\nadvisable; (c) the obtaining of any approval or other clearance from any U. S.
\nstate or federal governmental agency, which the Committee shall, in its absolute
\ndiscretion, determine to be necessary or advisable; and (d) the lapse of such
\nreasonable period of time following the Date of Award of the Restricted Stock as
\nthe Committee may establish from time to time for reasons of administrative
\nconvenience.<\/p>\n

15. Plan Governs<\/u>. This Agreement is subject to all the terms and
\nprovisions of the Plan. In the event of a conflict between one or more
\nprovisions of this Agreement and one or more provisions of the Plan, the
\nprovisions of the Plan will govern.<\/p>\n

16. Committee Authority<\/u>. The Committee will have the power to
\ninterpret the Plan and this Agreement and to adopt such rules for the
\nadministration, interpretation and application of the Plan as are consistent
\ntherewith and to interpret or revoke any such rules (including, but not limited
\nto, the determination of whether or not any Shares have vested). All actions
\ntaken and all interpretations and determinations made by the Committee in good
\nfaith will be final and binding upon the Employee, the Company and all other
\ninterested persons. No member of the Committee will be personally liable for any
\naction, determination or interpretation made in good faith with respect to the
\nPlan or this Agreement.<\/p>\n

17. Captions<\/u>. Captions provided herein are for convenience only and
\nare not to serve as a basis for interpretation or construction of this
\nAgreement.<\/p>\n

18. Agreement Severable<\/u>. In the event that any provision in this
\nAgreement will be held invalid or unenforceable, such provision will be
\nseverable from, and such invalidity or unenforceability will not be construed to
\nhave any effect on, the remaining provisions of this Agreement.<\/p>\n

19. Modifications to the Agreement<\/u>. This Agreement constitutes the
\nentire understanding of the parties on the subjects covered. The Employee
\nexpressly warrants that he or she is not accepting this Agreement in reliance on
\nany promises, representations, or inducements other than those contained herein.
\nModifications to this Agreement or the Plan can be made only in an express
\nwritten contract executed by a duly authorized officer of the Company.<\/p>\n

20. Amendment, Suspension or Termination of the Plan<\/u>. By accepting
\nthis Restricted Stock award, the Employee expressly warrants that he or she has
\nreceived a Restricted Stock award<\/p>\n

\n

under the Plan, and has received, read and understood a description of the
\nPlan. The Employee understands that the Plan is discretionary in nature and may
\nbe amended, suspended or terminated by the Company at any time.<\/p>\n

21. Labor Law<\/u>. By accepting this Restricted Stock award, the Employee
\nacknowledges that: (a) the award of this Restricted Stock is a one-time benefit
\nwhich does not create any contractual or other right to receive future awards of
\nRestricted Stock, or benefits in lieu of Restricted Stock; (b) all
\ndeterminations with respect to any future awards, including, but not limited to,
\nthe times when the Restricted Stock shall be granted, the number of Shares
\nsubject to each Restricted Stock award, the Purchase Price per Share, and the
\ntime or times when Restricted Stock shall vest, will be at the sole discretion
\nof the Company; (c) the Employee153s participation in the Plan is voluntary; (d)
\nthe value of this Restricted Stock is an extraordinary item of compensation
\nwhich is outside the scope of the Employee153s employment contract, if any; (e)
\nthis Restricted Stock is not part of the Employee153s normal or expected
\ncompensation for purposes of calculating any severance, resignation, redundancy,
\nend of service payments, bonuses, long-service awards, pension or retirement
\nbenefits or similar payments; (f) the vesting of this Restricted Stock ceases
\nupon termination of employment for any reason except as may otherwise be
\nexplicitly provided in the Plan or this Agreement; (g) the future value of the
\nunderlying Shares is unknown and cannot be predicted with certainty; (h) this
\nRestricted Stock has been granted to the Employee in the Employee153s status as an
\nemployee of the Company or its Subsidiaries; (i) any claims resulting from this
\nRestricted Stock shall be enforceable, if at all, against the Company; and (j)
\nthere shall be no additional obligations for any Affiliate employing the
\nEmployee as a result of this Restricted Stock.<\/p>\n

22. Disclosure of Employee Information<\/u>. By accepting this Restricted
\nStock award, the Employee consents to the collection, use and transfer of
\npersonal data as described in this paragraph. The Employee understands that the
\nCompany and its Subsidiaries hold certain personal information about him or her,
\nincluding his or her name, home address and telephone number, date of birth,
\nsocial security or identity number, salary, nationality, job title, any shares
\nof stock or directorships held in the Company, details of all awards of
\nRestricted Stock or any other entitlement to shares of stock awarded, canceled,
\nexercised, vested, unvested or outstanding in his or her favor, for the purpose
\nof managing and administering the Plan (“Data”). The Employee further
\nunderstands that the Company and\/or its Subsidiaries will transfer Data among
\nthemselves as necessary for the purpose of implementation, administration and
\nmanagement of his or her participation in the Plan, and that the Company and\/or
\nany of its Subsidiaries may each further transfer Data to any third parties
\nassisting the Company in the implementation, administration and management of
\nthe Plan. The Employee understands that these recipients may be located in the
\nEuropean Economic Area, or elsewhere, such as in the U.S. or Asia. The Employee
\nauthorizes the Company to receive, possess, use, retain and transfer the Data in
\nelectronic or other form, for the purposes of implementing, administering and
\nmanaging his or her participation in the Plan, including any requisite transfer
\nto a broker or other third party with whom he or she may elect to deposit any
\nShares of stock acquired from this award of Restricted Stock of such Data as may
\nbe required for the administration of the Plan and\/or the subsequent holding of
\nShares of stock on his or her behalf. The Employee understands that he or she
\nmay, at any time, view the Data, require any necessary amendments to the Data or
\nwithdraw the consent herein in writing by contacting the Human Resources
\nDepartment for his or her employer.<\/p>\n

\n

23. Electronic Delivery<\/u>. The Company may, in its sole discretion,
\ndecide to deliver any documents related to Restricted Stock awarded under the
\nPlan or future Restricted Stock that may be awarded under the Plan by electronic
\nmeans or request the Employee153s consent to participate in the Plan by electronic
\nmeans. The Employee hereby consents to receive such documents by electronic
\ndelivery and agrees to participate in the Plan through an on-line or electronic
\nsystem established and maintained by the Company or another third party
\ndesignated by the Company.<\/p>\n

24. Notice of Governing Law<\/u>. This award of Restricted Stock shall be
\ngoverned by, and construed in accordance with, the laws of the State of
\nDelaware, U.S.A., without regard to its principles of conflict of laws. For
\npurposes of litigating any dispute that arises under this award of Restricted
\nStock or this Agreement, the parties hereby submit to and consent to the
\njurisdiction of the State of California, and agree that such litigation shall be
\nconducted in the courts of Santa Clara County, California, or the federal courts
\nof the United States for the Northern District of California, and no other
\ncourts where this award of Restricted Stock is made and\/or to be performed.<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9057],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9546],"class_list":["post-40350","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tibco-software-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40350","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40350"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40350"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40350"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40350"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}