Definitive Proxy Statement

You are cordially invited to attend the annual meeting of stockholders of TIBCO Software Inc. on Thursday, April 22, 2010, at 10:00 a.m., Pacific Time. The meeting will be held at our headquarters located at 3303 Hillview Avenue, Palo Alto, California.

The matters to be acted upon are described in the accompanying Notice of Annual Meeting and Proxy Statement.

Your vote is very important. Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy by telephone, the Internet or by mail in order to ensure the presence of a quorum. If you attend the meeting, you may, of course, revoke your proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.

Sincerely,

Vivek Y. Ranadivé

Chief Executive Officer and Chairman of the Board

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of TIBCO Software Inc., a Delaware corporation, will be held on Thursday, April 22, 2010, at 10:00 a.m. local time at our headquarters located at 3303 Hillview Avenue, Palo Alto, California, for the following purposes:

1. To elect six directors to serve until our next annual meeting of stockholders or until their successors are duly elected and qualified;

2. To approve an amendment and restatement of our 2008 Equity Incentive Plan to (i) increase the number of shares reserved for issuance thereunder by 7,500,000 and (ii) replace the restriction in the 2008 Equity Incentive Plan which limited the number of restricted stock, restricted stock units or other-stock based awards (collectively “Full Value Awards”) to fifty percent (50%) of the plan’s available share reserve with a flexible share counting mechanism described in Proposal Two below;

3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending November 30, 2010; and

Only stockholders of record at the close of business on Thursday, February 25, 2010, are entitled to notice of, and to vote at, the Annual Meeting. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our headquarters at the above address.

By Order of the Board of Directors,

William R. Hughes

Secretary

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of TIBCO Software Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders to be held on April 22, 2010, at 10:00 a.m. local time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting.

The Annual Meeting will be held at our headquarters located at 3303 Hillview Avenue, Palo Alto, California. This Proxy Statement and accompanying proxy card will be mailed on or about March 15, 2010, to all stockholders entitled to vote at the Annual Meeting.

Only stockholders of record at the close of business on February 25, 2010, the record date, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. At the close of business on February 25, 2010, we had 165,452,788 shares of common stock outstanding and no shares of preferred stock outstanding.

Each stockholder of record is entitled to one vote for each share of common stock held on the record date on all matters. There is no cumulative voting in the election of directors.

YOUR VOTE IS IMPORTANT. Your shares can be voted at the Annual Meeting only if you are present in person or represented by proxy. Whether or not you expect to attend the meeting, please take the time to vote your proxy.

If your shares are held beneficially in “street” name through a nominee such as a brokerage firm, financial institution or other holder of record, your vote is controlled by that firm, institution or holder. Your vote may also be cast by telephone or Internet, as well as by mail, if your brokerage firm or financial institution offers such voting alternatives. Please follow the specific instructions provided by your nominee on your proxy card.

If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors. In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your bank or broker was allowed to vote your shares

on your behalf in the election of directors as they felt appropriate. Recent changes in regulation were made to take away the ability of your bank or broker to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, no votes will be cast on your behalf. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of our independent auditors. They will not have discretion to vote uninstructed shares on the amendment and restatement of the 2008 Equity Incentive Plan. If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

Even if you have given your proxy, you still may vote in person if you attend the meeting. Please note, however, that if your shares are held beneficially through a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from the record holder.

All shares represented by a valid proxy received prior to the meeting will be voted, and, if you provide specific instructions, your shares will be voted as you instruct. If you properly sign your proxy card with no further instructions and it is timely received by us, your shares will be voted (i) FOR each of the nominees for the Board of Directors, (ii) FOR approval of the amendment and restatement of our 2008 Equity Incentive Plan, and (iii) FOR the ratification of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending November 30, 2010, and in the discretion of the proxy holders with respect to any other matters that properly come before the meeting.

You may revoke or change a previously delivered proxy at any time before the meeting by delivering a written notice of revocation or another proxy with a later date to our Corporate Secretary at our headquarters at 3303 Hillview Avenue, Palo Alto, California 94304. You may also revoke your proxy by attending the meeting and voting in person, although attendance at the meeting will not, by itself, revoke a proxy.

Our directors are elected by a plurality of the votes or shares of common stock present at the Annual Meeting, either in person or by proxy. The amendment and restatement of the 2008 Equity Incentive Plan and the ratification of the selection of PricewaterhouseCoopers LLP as our independent auditors each require the affirmative vote of the holders of a majority of the outstanding shares of common stock present at the meeting either in person or by proxy and entitled to vote on the subject matter of the proposal.

If your shares are registered in the name of a bank, brokerage firm or other nominee and you do not provide your broker or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on certain non-routine matters when a broker is not permitted to vote on that matter without specific instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting. Abstentions have the same effect as a vote against the matter.

The presence, in person or by proxy, of at least a majority of the shares outstanding on the record date will constitute a quorum. Abstentions and broker non-votes, and, with respect to the election of directors, “withhold” votes, are counted for the purpose of determining the presence of a quorum.

We will bear the cost of solicitation of proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram, Internet or personal solicitation by our directors, officers or other regular employees. No additional compensation will be paid to these individuals for such services. We intend to use the services of Innisfree M&A Incorporated, a proxy solicitation firm, in connection with the solicitation of proxies. Although the exact cost of the solicitation services is not known at this time, it is anticipated that the fees and expenses paid by us for these services will be approximately $12,500.

Our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended November 30, 2009 are available on our website at http://www.tibco.com under “Proxy Information.” We have provided herewith, to each stockholder of record as of February 25, 2010, a copy of our Consolidated Financial Statements and related information included with our Annual Report on Form 10-K for fiscal year 2009. We will mail without charge, upon written request, a copy of our Annual Report on Form 10-K for fiscal year 2009, including the Consolidated Financial Statements, schedules and list of exhibits, and any particular exhibit specifically requested. Requests should be sent to: TIBCO Software Inc., 3303 Hillview Avenue, Palo Alto, California 94304, Attention: Investor Relations.

The Board of Directors is responsible for the control and direction of TIBCO. The Board of Directors represents our stockholders and its primary purpose is to build long-term stockholder value. Our Board of Directors is currently comprised of six members.

The Board of Directors held a total of seven meetings during fiscal year 2009. During fiscal year 2009, each of our directors attended at least 75 percent of the aggregate of: (i) the total number of meetings of the Board of Directors; and (ii) the total number of meetings held by all committees on which he or she served (during the period that he or she was a member).

Although we do not have a formal policy regarding attendance by members of the Board of Directors at annual meetings, we encourage directors to attend and historically most have done so. All of our directors attended the 2009 Annual Meeting.

Our Board of Directors has determined that each of our directors, other than Mr. Ranadivé, is “independent” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the criteria established by The NASDAQ Stock Market. The independent members of the Board of Directors hold executive sessions at every regularly scheduled meeting of the Board. During fiscal year 2009, the independent directors held four executive sessions.

The independent members of our Board of Directors elect a Presiding Director every three years who serves as chair of the executive sessions of the independent directors. Peter J. Job currently serves as the Presiding Director. Mr. Job was first elected as the Presiding Director in fiscal year 2007 and, as a result, his term will continue until our 2010 Annual Meeting. A description of the duties and responsibilities of the Presiding Director is available on our website at http://www. tibco.com under “Corporate Governance.”

We believe that sound corporate governance policies are essential to earning and retaining the trust of investors. We are committed to maintaining the highest standards of integrity. Our Board of Directors has adopted numerous policies in furtherance of our corporate governance goals. These policies include a Code of Business Conduct and Ethics, a Code of Ethics for Chief Executive and Senior Financial Officers, Corporate Governance Guidelines and a Related Party Transaction Policy. Please visit our website at http://www.tibco.com under “Corporate Governance” for additional information on our corporate governance practices.

There are no family relationships between any director, executive officer or director nominee.

Stockholders may send communications to the Board of Directors by writing to them at TIBCO Software Inc., Board of Directors, Attention: General Counsel, 3303 Hillview Avenue, Palo Alto, California, 94304. All stockholder communications that are received by the General Counsel for the attention of the Board of Directors or any individual members thereof are forwarded to the Board of Directors or the individual addressees. Comments or complaints relating to accounting or auditing matters may be submitted on-line to the members of the Audit Committee through our website at http://www.tibco.com under “Corporate Governance.” All members of our Audit Committee have access to these communications.

Our Board of Directors has adopted a Related Party Transaction Policy and Procedure regarding the review, approval and ratification of transactions involving certain persons that the regulations of the Securities and Exchange Commission (the “SEC”) require to be disclosed. Current SEC regulations define a related party transaction to include any transaction, arrangement or relationship involving an amount in excess of $120,000 in which TIBCO was or is to be a participant and in which any of the following related persons had or will have a direct or indirect material interest in such transaction, arrangement or relationship: (i) an executive officer, director or director nominee of TIBCO, (ii) a beneficial owner of more than five percent of our common stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than five percent of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons. Under our Related Party Transaction Policy and Procedure, the Audit Committee must approve, disapprove or ratify any related party transactions.

We have determined that there were no related party transactions to disclose in fiscal year 2009.

The following directors served as members of our Compensation Committee from the start of fiscal year 2009 until June 18, 2009: Dr. Gupta (Chairman), Mr. Job and Mr. Wood. From June 18, 2009, through the remainder of fiscal year 2009, the Compensation Committee members were: Mr. Wood (Chairman), Mr. Job and Ms. Caldwell. During fiscal year 2009 none of our executive officers served on the board of directors or compensation committee of another entity one or more of whose executive officers served as a member of our Board of Directors or Compensation Committee. No member of the Compensation Committee at any time during fiscal year 2009, or at any other time, had any relationship with us that would be required to be disclosed as a related person transaction.

The Board of Directors has established various separately-designated standing committees to assist it with the performance of its responsibilities. The Board of Directors designates the members of these committees and the committee chairs annually, based on the recommendations of the Nominating and Governance Committee. The Board of Directors has adopted written charters for each of these committees which are available on our website at http://www.tibco.com under “Corporate Governance.” The chair of each committee develops the agenda for that committee and determines the frequency and length of committee meetings.

Our Board of Directors has established the following three committees: (1) Audit Committee, (2) Compensation Committee and (3) Nominating and Governance Committee. The following chart shows the membership and chairpersons of the committees of our Board of Directors and committee meeting attendance during fiscal year 2009.

The Audit Committee directs our audit activities. It is charged with providing oversight and monitoring the integrity of our financial statements; nominating to the Board of Directors an independent registered public accounting firm to audit our financial statements; and overseeing the activities, independence, qualifications and performance of our independent registered public accounting firm. The Audit Committee also assists the Board of Directors in ensuring our compliance with legal and regulatory requirements in connection with our financial reporting process. During fiscal year 2009, the Audit Committee consisted, and it currently consists, of Mr. Wood, Dr. Gupta and Mr. Dunn. The Audit Committee held seven meetings during fiscal year 2009. The Board of Directors has determined that Mr. Dunn is an “audit committee financial expert” as defined under regulations promulgated by the SEC. Each member of the Audit Committee is an “independent director” under both the rules and regulations of the SEC and The NASDAQ Stock Market. Please see the sections entitled “Report of the Audit Committee” and “Proposal Three: Ratification of Appointment of Independent Auditors” for further matters related to the Audit Committee.

The Compensation Committee reviews and establishes the compensation for our executive officers and our non-employee directors for their services as members of the Board of Directors. The Compensation Committee also reviews our compensation and benefits practices generally and oversees our equity compensation plans. Each member of the Compensation Committee is an outside director under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”); and a non-employee director as such term is defined in the Exchange Act. The Compensation Committee currently consists of Ms. Caldwell, Mr. Job and Mr. Wood. Ms. Caldwell became a member of the Compensation Committee on June 18, 2009. The Compensation Committee held six meetings during fiscal year 2009. Please see the sections entitled “Compensation Discussion and Analysis” and “Compensation Committee Report” for further matters related to the Compensation Committee.

The Nominating and Governance Committee reviews, evaluates and proposes candidates for election to our Board of Directors, and considers any nominees properly recommended by stockholders. The Nominating and Governance Committee also promotes the proper constitution of our Board of Directors in order to meet its fiduciary obligations to our stockholders, and oversees our establishment of and compliance with appropriate governance standards. During fiscal year 2009, the Nominating and Governance Committee consisted, and currently consists, of Mr. Job and Dr. Gupta. The Nominating and Governance Committee held three meetings during fiscal year 2009.

Our bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board of Directors. The Nominating and Governance Committee also reviews, evaluates and proposes prospective candidates for our Board of Directors and considers nominees properly

recommended by stockholders. Stockholders wishing to submit nominations must provide timely written notice to our Corporate Secretary containing the following information:

To be timely, a stockholder’s notice must be delivered to or mailed and received by the Corporate Secretary at our principal executive offices not later than the close of business on the 90^th day, nor earlier than the close of business on the 120^th day, prior to the anniversary date of the immediately preceding annual meeting. However, in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty days before or more than sixty days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of (i) the 90^th day prior to such annual meeting and (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made. A copy of our bylaws is available on our website at http://www.tibco.com under “Corporate Governance.”

Members of our Board of Directors must have broad experience and business acumen, a record of professional accomplishment in his or her field, and demonstrated honesty and integrity consistent with TIBCO’s values. In evaluating director nominees, the Nominating and Governance Committee considers a variety of factors, including, without limitation, the appropriate size of the Board of Directors, TIBCO’s needs with respect to the particular talents and experience of the directors, the nominee’s experience and understanding of the technology industry, the nominee’s availability to attend Board and committee meetings, familiarity with national and international business matters, experience with accounting rules and practices, and professional expertise and experience beneficial to the achievement of TIBCO’s strategic goals. The Nominating and Governance Committee may also consider such other factors as it may deem are in the best interests of TIBCO and its stockholders. The Nominating and Governance Committee believes that it is appropriate for at least one, and preferably several, members of the Board to meet the criteria for an “audit committee financial expert” as defined by the rules of the SEC and for a majority of the members of the Board to meet the definition of “independent director” under both the rules and regulations of the SEC and The NASDAQ Stock Market.

The Nominating and Governance Committee identifies nominees by first identifying the desired skills and experience of a new nominee based on the qualifications discussed above. The Nominating and Governance Committee will solicit ideas for possible candidates from members of the Board, senior level executives, and individuals personally known to the members of the Board as well as third-party search firms. The Nominating and Governance Committee evaluates all possible candidates, including individuals recommended by stockholders, using the same criteria.

There are six nominees for election to our Board this year. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below. If a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board of Directors to fill the vacancy. We do not expect that any nominee will be unable or decline to serve as a director. Each director is elected annually to serve until the next annual meeting of stockholders or until a successor has been duly elected and qualified. During fiscal year 2009, the following individuals served on our Board of Directors: Mr. Ranadivé, Ms. Caldwell (from June 2009), Mr. Dunn, Dr. Gupta, Mr. Job and Mr. Wood.

Based on a review by the Board of Directors of all relevant information, the Board of Directors has determined that as of the date of this Proxy Statement each of the director nominees standing for election, except Mr. Ranadivé, is an “independent director” under the Exchange Act and the criteria established by The NASDAQ Stock Market.

The names of and certain information regarding the nominees are set forth below.

Vivek Y. Ranadivé, age 52, has served as our Chief Executive Officer and Chairman of the Board of Directors since our inception in 1997. Mr. Ranadivé founded Teknekron Software Systems, Inc., our predecessor company, in 1985.

Nanci E. Caldwell, age 51, has been one of our directors since June 2009. From April 2001 to December 2004, Ms. Caldwell was an executive at PeopleSoft, Inc., a software development company that was acquired in December 2004, serving as Senior Vice President and Chief Marketing Officer from April 2001 to January 2002, and as Executive Vice President and Chief Marketing Officer from January 2002 to December 2004. Prior to joining PeopleSoft, Inc. in 2001, Ms. Caldwell held various senior management positions at Hewlett-Packard Company, a provider of computing and imaging solutions and services. Ms. Caldwell serves on the Boards of Directors of Citrix Systems, Inc. and Deltek Systems, Inc. Ms. Caldwell is a member of the Compensation Committee.

Eric C.W. Dunn, age 52, has been one of our directors since April 2004. Since 2003, Mr. Dunn has been a General Partner at Cardinal Venture Capital, a venture capital firm. From 2000 to 2003, Mr. Dunn owned and operated Kingston Creek Ventures, a venture capital firm. From 1986 to 2000, Mr. Dunn served in a number of senior executive capacities at Intuit Inc., including Chief Financial Officer and Senior Vice President and Chief Technology Officer. Mr. Dunn is currently on the board of directors of SuccessFactors, Inc. Mr. Dunn is Chair of the Audit Committee.

Narendra K. Gupta, age 61, has been one of our directors since April 2002. Since December 2006, Dr. Gupta has served as a Managing Director of Nexus Venture Partners. From June 2004 to January 2005, Dr. Gupta served as the Interim President and Chief Executive Officer and as a director of Quick Eagle Networks Inc., a telecom equipment company. Dr. Gupta served as Interim President and Chief Executive Officer of WindRiver Systems Inc., a provider of device software optimization solutions, from June 2003 to January 2004. Prior to joining WindRiver Systems Inc., Dr. Gupta was Chief Executive Officer and President of Integrated Systems Inc., a provider of products for embedded software development, from 1980 until 1994 and Chairman of its Board of Directors from 1994 until 2000. In addition, Dr. Gupta is on the board of directors of Red Hat, Inc. Dr. Gupta is a member of each of the Audit and Nominating and Governance Committees.

Peter J. Job, age 68, has been one of our directors since June 2000. From 1963 through his retirement in 2001, Mr. Job was employed by Reuters, a news service and former financial market data provider, most recently as its Chief Executive Officer. In addition, Mr. Job serves on the boards of directors of Schroders plc and Royal Dutch Shell plc and the supervisory board of Deutsche Bank AG. Mr. Job is our Presiding Director, Chair of the Nominating and Governance Committee and a member of the Compensation Committee.

Philip K. Wood, age 54, has been one of our directors since our inception in January 1997. From August 2004 to January 2006, Mr. Wood was Chief Executive Officer of D1 Oils plc, an alternative energy crop company. From September 1990 through May 2004, Mr. Wood held various positions at Reuters, including Managing Director of Business Development. Prior to joining Reuters, Mr. Wood was a partner at the accounting firm of Price Waterhouse, a predecessor to PricewaterhouseCoopers LLP. He is a fellow of the Institute of Chartered Accountants and a member of the Association of Corporate Treasurers. Mr. Wood is Chair of the Compensation Committee and a member of the Audit Committee.

Our Compensation Committee establishes our non-employee director compensation to provide the appropriate level of compensation for the work required for service on our Board and to align our directors’ interests with the long-term interest of our stockholders. Our non-employee director compensation program consists of a mix of cash and long-term equity incentive awards. Our compensation policy for non-employee directors is to target our total cash compensation for directors at the 50^th percentile and to target long-term equity incentive awards at the 50^th percentile of our peer group. Only non-employee directors are compensated for serving on our Board.

Our Compensation Committee reviews non-employee director compensation on an as-needed basis. In fiscal year 2009, our Compensation Committee reviewed and adopted a new compensation program for our non-employee directors. The Compensation Committee reviewed and analyzed current market data with respect to our Board compensation policies and strategy, including both cash compensation and long-term equity incentive awards. In addition, the Compensation Committee’s consultant, Radford, an Aon Consulting company (“Radford”), provided data from our peer group companies and made recommendations regarding the non-employee director compensation program to the Compensation Committee. In setting Board compensation, the Compensation Committee, with the assistance of Radford, reviewed and analyzed current market data with respect to our Board compensation policies and strategy, including both cash compensation and equity awards.

In fiscal year 2009, non-employee directors also received additional compensation for serving on committees or as a committee chairperson. Members of the Audit Committee, Compensation Committee and Nominating and Governance Committee received an additional annual retainer of $10,000, $7,500 and $2,500, respectively. The Chairmen of the Audit Committee, Compensation Committee and Nominating and Governance Committee received an additional annual retainer of $20,000, $15,000 and $5,000, respectively. In addition, the Presiding Director of the Board of Directors received an annual retainer of $30,000. The Presiding Director did not receive an additional retainer for serving as the Chairman of the Nominating and Governance Committee.

In each of fiscal year 2009 and fiscal year 2010, each of our directors volunteered to reduce their annual retainers for service on the Board of Directors and each committee by 5 percent in order to contribute to our efforts to manage expenses during the current period of economic uncertainty.

In fiscal year 2009, our non-employee directors received a grant of 20,000 restricted stock units upon their reappointment at the annual meeting of stockholders. The restricted stock units vest in full on the earlier of (i) the first annual meeting of our stockholders that occurs after the vesting commencement date or (ii) the first anniversary of the vesting commencement date.

In June 2009 in connection with her appointment to the Board of Directors, Ms. Caldwell was granted a stock option to purchase 100,000 shares of our common stock. The options granted to Ms. Caldwell have an exercise price equal to the fair market value of our common stock on the grant date, and vest in increments of 33.33 percent per year over a three-year period, beginning on the grant date.

In addition, any non-employee director who, as a result of serving on the Board of Directors, is required to file an additional tax return outside of his primary place of residence may receive reimbursement of up to $5,000 per year for the cost for such tax preparation and associated filing fees.

Pursuant to our 2009 Deferred Compensation Plan, non-employee directors may elect to defer some or all of their annual retainer and meeting fees in the form of restricted stock units that will be converted into shares of our common stock at the end of the deferral period. During fiscal year 2009, Mr. Job participated in the deferral program.

The following table sets forth information concerning the compensation we paid to or was earned by each non-employee director during fiscal year 2009.

We are asking stockholders to approve an amendment and restatement of the 2008 Equity Incentive Plan (the “Plan”) which would:

We recognize that while the Plan permits the grant of Full Value Awards, depleting the Plan’s share reserve by granting Full Value Awards makes the Plan potentially more costly to our stockholders. Accordingly, the amendment and restatement of the Plan, if approved by our stockholders, would introduce a fungible share pool design (also known as flexible share counting) which replaces the general requirement that no more than one-half of the shares reserved under the Plan may be issued as Full Value Awards. As a result, beginning on the date of stockholder approval of the amended and restated Plan, each Full Value Award granted under the Plan will count against the Plan’s share reserve as 1.81 shares for every one share subject to such Full Value Award. We believe that this design provides for flexibility with respect to our ongoing long-term incentive program, while limiting the future dilution to our stockholders as a result the granting of Full Value Awards.

The Plan was originally adopted by the Board of Directors on February 27, 2008, and approved by our stockholders on April 17, 2008. On February 26, 2010, the Board of Directors approved the amendment and restatement of the Plan, subject to the approval of our stockholders. A total of 16,500,000 shares of our common stock were initially authorized for issuance under the Plan, and a maximum of 8,250,000 shares of our common stock could be granted in the form of Full Value Awards. If stockholders approve the amended and restated Plan, the number of shares authorized for issuance under the Plan will be increased to 24,000,000 shares (an increase of 7,500,000 shares). As of February 26, 2010, a total of 9,142,013 shares remain available for issuance under the Plan. As of the same date, 2,329,176 shares were subject to outstanding options, and 5,328,097 shares were subject to outstanding Full Value Awards under the Plan.

In addition, the Board of Directors has determined that it is in the best interests of our stockholders to provide that, if stockholders approve the amended and restated Plan, then effective as of the date of such approval, the number of shares remaining available for grant of awards under our Insightful Corporation Amended and Restated 2001 Stock Option and Incentive Plan (the “Insightful Plan”) will be reduced to zero and thereafter, no additional awards will be granted under the Insightful Plan. As of February 26, 2010, 781,915 shares of our common stock remained available to be issued under the Insightful Plan.

Subject to the approval of our stockholders of the amended and restated Plan, we have granted certain performance-based restricted stock unit awards (the “Performance Awards”) to each of our named executive officers, pursuant to the Plan and in accordance with the terms and conditions of our Long-Term Incentive Plan (the “LTIP”), as previously disclosed in our Form 8-K filed with the SEC on March 3, 2010. The purpose of the LTIP is to align the interests of management with the long-term interests of stockholders by focusing management on growing our market value and non-GAAP EPS over multiple years. Pursuant to the LTIP, the Performance Awards are subject to achievement of performance-based objectives, time-based vesting subject to continued employment with TIBCO, and a one-year mandatory deferral period before any shares of our common stock are issued in settlement of the vested Performance Awards. The performance-based goals require us to

achieve non-GAAP earnings per share (as defined in the relevant award agreement, and referred to herein as “non-GAAP EPS”) of $1.00 or greater for our fiscal year 2012 and a cumulative non-GAAP EPS of $2.40 or greater over the three fiscal years 2010, 2011 and 2012. If the performance goals are not met as measured at the end of fiscal year 2012, then the Performance Awards still may become eligible to vest if, in fiscal year 2013, we achieve a non-GAAP EPS of $1.00 or greater and a cumulative non-GAAP EPS of $3.00 or greater over the four fiscal years 2010, 2011, 2012 and 2013. Upon attainment of the requisite performance goals, the awards will be scheduled to vest in two equal installments over the subsequent two years, subject to the award recipient’s continued employment. Further, even if the performance and time-based vesting requirements are met, 20 percent of the Performance Awards will be forfeited if, in the first fiscal year following achievement of the applicable performance goals, our non-GAAP EPS falls by 10 percent or more as compared to the non-GAAP EPS achieved for the year that the performance goals were achieved. Also, the Performance Awards generally will become eligible to vest as to: (a) 25% of the shares upon a “change of control” (as defined in the award agreement) that occurs during 2011 provided non-GAAP EPS as of January 31, 2011, is at least $0.64, (b) as to 50% of the shares upon a change of control that occurs during 2012 provided cumulative non-GAAP EPS as of January 31, 2012, is at least $1.39, or (c) as to 100% of the shares upon a change of control that occurs during 2013 (but before December 2013) provided cumulative non-GAAP EPS as of January 31, 2013, is at least $2.25, assuming that the performance goals have not yet been achieved as of such date. Further, if the award recipient’s employment is involuntarily terminated without “cause” (as defined in the award agreement) within 12 months after a change of control, the award generally will accelerate vesting as to 100% of the shares that had become eligible to vest but are not yet vested as of such termination.

The following general description of material features of the Plan is qualified in its entirety by reference to the provisions of the Plan set forth in Exhibit A.

The Plan is intended to attract, motivate and retain our employees and the employees of our subsidiaries, consultants who provide significant services to us and our subsidiaries and our non-employee directors. The Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and other cash-based awards (each individually, an “Award”). Our employees and the employees of our subsidiaries, consultants who provide significant services to us and our subsidiaries, and non-employee directors are eligible to receive Awards under the Plan. As of November 30, 2010, we had approximately 2,097 employees, including 8 executive officers, 349 consultants and 5 non-employee directors, who would be eligible to participate in the Plan.

The Plan is designed to permit the payment of compensation that qualifies as performance-based compensation under Section 162(m) of the Code.

The Plan places limits on the maximum amount of Awards that may be granted to any Plan participant in any fiscal year. Under the Plan, no participant may receive Awards of stock options and stock appreciation rights that cover in the aggregate more than two million (2,000,000) shares of common stock in any fiscal year. However, during the fiscal year in which a participant first becomes an employee of us or our subsidiaries, such employee may be granted stock options or stock appreciation rights covering up to a total of an additional two million (2,000,000) shares of common stock. Additionally, no Plan participant may receive Awards of restricted stock and/or restricted stock units that cover in the aggregate more than seven hundred thousand (700,000) shares of common stock in any fiscal year. However, during the fiscal year in which a participant first becomes an employee of us or our subsidiaries, such employee may be granted up to a total of an additional seven hundred thousand (700,000) shares of restricted stock and/or restricted stock units. The maximum value of the total

payment pursuant to any other cash-based Award is ten million dollars ($10,000,000) in any fiscal year and the maximum number of shares that may be granted pursuant to any other stock-based Awards is 2,000,000 shares in any fiscal year.

The Compensation Committee administers the Plan. Subject to the terms of the Plan, the Compensation Committee has the sole discretion to select the employees, consultants and non-employee directors who will receive Awards, determine the terms and conditions of Awards (for example, the exercise price and vesting schedule), and interpret the provisions of the Plan and outstanding Awards. The Compensation Committee has the authority to adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by foreign nationals or employees, and adopt rules and guidelines for the administration, interpretation and application of the Plan. The Compensation Committee, however, may not implement an exchange program without the approval of the holders of a majority of the shares that are present in person or by proxy and entitled to vote at any annual or special meeting of our stockholders. The Compensation Committee may delegate its authority and power under the Plan to one or more of our officers, subject to guidelines prescribed by the Compensation Committee, but only with respect to employees who are not subject to Section 16 of the Exchange Act (“Section 16 officer”) and not with respect to Awards that are intended to qualify as performance-based compensation under Section 162(m). The Compensation Committee may permit a participant to defer receipt of payment of cash or delivery of shares of common stock that otherwise would be due to him or her pursuant to an Award, subject to rules and procedures that the Compensation Committee determines. Further, the Compensation Committee or the Board of Directors may cancel, rescind, forfeit, suspend or otherwise limit or restrict an unexpired Award at any time held by a Section 16 officer if he or she engaged in Detrimental Activity (as defined in the Plan). Also, if a Section 16 officer engages in Detrimental Activity at any time prior to or during the six months after any exercise of, lapse of restriction under or issuance of shares under an Award, such exercise, lapse or issuance may be rescinded until the later of two years after such exercise, lapse or issuance or two years after such Detrimental Activity. All determinations and decisions made by the Compensation Committee, the Board of Directors and any delegate of the Compensation Committee pursuant to the provisions of the Plan will be final, conclusive and binding on all persons and given the maximum deference permitted by law.

A total of 16,500,000 shares of common stock originally had been reserved for Awards under the Plan, less any awards granted under either our 1996 Stock Option Plan (the “1996 Plan”) or our 1998 Director Option Plan (the “Director Plan”) during the period commencing on April 17, 2008, and ending on July 31, 2008. Subject to approval by ours stockholders of the amendment and restatement of the Plan, the number of shares reserved for issuance under the Plan will be increased to 24,000,000 shares (an increase of 7,500,000 shares).

Subject to approval by our stockholders of the amendment and restatement of the Plan, shares subject to Full Value Awards and that are granted on or after the date of stockholder approval of the amended and restated Plan, will count against the Plan’s share reserve as 1.81 shares for each share subject to such Award. If shares acquired pursuant to Full Value Awards granted on or after the date of stockholder approval of the amended and restated Plan are forfeited or repurchased by us and would otherwise return to the share reserve as described above, then 1.81 times the number of shares forfeited or repurchased will return to the share reserve. If stockholders do not approve the amended and restated Plan, the Plan instead will continue to provide that no more than 50 percent of the shares available under the Plan may be issued pursuant to Full Value Awards.

To the extent any Award under the Plan or an award under the 1996 Plan or the Director Plan is cashed out or terminates or expires or is forfeited without payment being made in the form of common stock, the shares subject to such award that were not so paid will again be available for distribution under the Plan. Shares that are used by a participant to pay withholding taxes or as payment for the exercise price of an Award shall cease to be

available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not be available for future distribution under the Plan. However, if unvested shares of restricted stock, restricted stock units, or other stock-based Awards are repurchased by or forfeited to us, those shares will become available for future grant under the Plan. If an Award is paid out in cash rather than shares, such cash payment will not reduce the number of shares available under the Plan.

In the event that any dividend or other distribution (whether in the form of cash, shares of common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of our common stock or other of our securities, or other change in our corporate structure affecting the common stock such that an adjustment is determined by the Compensation Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Compensation Committee shall adjust the number and class of shares available for issuance under the Plan, the number, class and price of shares (or other property or cash) subject to outstanding Awards and the per-person limits on Awards, as appropriate to reflect the stock dividend or other change.

Awards of restricted stock, restricted stock units, and other incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Code Section 162(m) and may provide for a targeted level or levels of achievement including: (i) earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) intellectual property (e.g., patents); (xviii) product development; (xix) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xx) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xix) any combination of, or a specified increase in, any of the foregoing. The performance goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). When applicable, the performance goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of us, a subsidiary or a division or strategic business unit of us, or may be applied to the performance of us relative to a market index, a group of other companies or a combination thereof, all as determined by the Compensation Committee. Each of the foregoing performance goals may be determined either in accordance with generally accepted accounting principles (“GAAP”) or on a non-GAAP basis and shall be subject to certification by the Compensation Committee; provided that, to the extent an Award is intended to satisfy the performance-based compensation exception to the limits of Section 162(m) of the Code and then to the extent consistent with such exception, the Compensation Committee shall have the authority to make equitable adjustments to the performance goals in recognition of unusual or non-recurring events affecting us or any of our subsidiaries or the financial statements

of us or any of our subsidiaries, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. Awards issued to persons who are not “covered employees” within the meaning of Section 162(m) may take into account any other factors deemed appropriate by the Compensation Committee.

Shares of restricted common stock may also be granted under the Plan. The restricted stock will vest and become transferable upon the satisfaction of conditions set forth in the respective restricted stock award agreement. The Compensation Committee may set restrictions based on continued employment or service with us and our subsidiaries, the achievement of specific performance objectives (company-wide, departmental, or individual), applicable federal or state securities laws, or any other basis determined by the Compensation Committee. Except as specified in the restricted stock award agreement, the holder of a restricted stock Award will have all the rights of a holder of common stock on his or her restricted shares, including voting rights and the right to receive all dividends and other distributions paid with respect to the shares of restricted stock; provided, however, that dividends and distributions generally will be subject to the same vesting criteria as the shares of restricted stock upon which the dividend or distribution was paid.

Units representing the right to receive common stock, cash, or both (as determined by the Compensation Committee) may also be granted under the Plan. Restricted stock units will vest upon the satisfaction of conditions set forth in the award agreements. Restricted stock units may be forfeited if, for example, the recipient’s employment terminates before the Award vests. Except as specified in a restricted stock unit award agreement, the holder of a restricted stock unit Award will have none of the rights of a holder of common stock unless and until shares of common stock are actually delivered in satisfaction of such units.

The Plan will permit the granting to eligible employees incentive of stock options (“ISOs”), which entitle employees to more favorable tax treatment, and granting of nonqualified stock options to eligible employees, consultants and non-employee directors. The exercise price for any stock option will not be less than the fair market value of common stock on the grant date. No stock option may be exercised more than seven years after the grant date unless the Compensation Committee provides that the estate of a Plan participant who dies prior to the expiration of his or her nonqualified stock options will have up to 12 months from the date of death to exercise such options. In the event that an ISO is granted to an employee who either alone or together with persons whose common stock ownership is attributable to the employee, on the date of grant owns more than ten percent of the total combined voting power of all classes of our stock, then (i) the exercise price for such ISO grant shall be not less than 110 percent of fair market value on the grant date and (ii) such ISO may not be exercised after the expiration of five years from the grant date. Unless otherwise determined by the Compensation Committee, stock options may be exercised by (i) payment in cash or its equivalent, (b) tendering previously acquired common stock to us having an aggregate fair market value equal to the total exercise price, or (iii) by any other means that has been approved by the Compensation Committee.

SARs may also be granted either singly or in combination with underlying stock options. SARs entitle the holder upon exercise to receive an amount in any combination of cash or shares of common stock (as determined by the Compensation Committee) equal in value to the excess of the fair market value of the shares covered by such right over the exercise price. The exercise price for SARs will not be less than the fair market value of common stock on the grant date. The same rules regarding the expiration of stock options also apply to SARs.

The Plan also provides for other Awards that are determined by the Compensation Committee consistent with the purposes of the Plan. The terms and conditions of these Awards will be specified by the Compensation Committee consistent with the terms of the Plan. No payment will be made to a “covered employee” (within the meaning of Section 162(m) of the Code) prior to certification by the Compensation Committee that the performance goals applicable to the Award have been attained. The Compensation Committee may establish other rules applicable to other stock-based or cash-based Awards to the extent not inconsistent with Section 162(m) of the Code. Payments earned in respect of any cash-based Awards may be decreased or, with respect to any Award recipient who is not a covered employee, increased by the Compensation Committee based on such factors it deems appropriate.

The Plan provides that, in the event of a “Change of Control” (as defined in the Plan), the successor corporation may assume or provide a substitute award for each outstanding Award of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based and other cash-based Awards. In the event that successor corporation does not assume or provide a substitute awards of stock options, stock appreciation rights, restricted stock and restricted stock units as well as other stock-based Awards, the applicable award agreement may provide that the shares subject to such Awards, or if applicable, the Award, shall be deemed fully earned subject to any restrictions set forth in the applicable award agreement. In the event that the successor corporation does not assume any outstanding other cash-based Awards, the applicable award agreement may provide that a pro-rata portion of the other cash-based Awards shall be considered earned and payable based on the portion of the applicable performance period completed as of the date of the Change of Control and based on performance to date or target performance. The Compensation Committee, in its discretion, may determine that options and SARs will terminate within a specified number of days after providing notice to the Award holder and the Award holder will receive an amount equal to the excess of the per share fair market value of our common stock prior to the occurrence of such Change of Control over the per share exercise price of such Award. The Compensation Committee may determine such amount to be payable in cash, in one or more kinds of stock or property or in a combination of both.

The number of Awards (if any) that an employee, consultant, or non-employee director may receive under the Plan is in the discretion of the Compensation Committee and therefore cannot be determined in advance. Our executive officers and directors have an interest in this proposal because they are eligible to receive Awards under the Plan. Also, as described above, the named executive officers have been granted Performance Awards, subject to the approval of our stockholders of the amended and restated Plan. The following table sets forth (a) the total number of shares of our common stock subject to such Performance Awards as granted to the listed persons and groups, and (b) the fair market value of the shares granted as of the Performance Awards’ grant date.

The following summary is intended only as a general guide to the material U.S. federal income tax consequences of participation in the Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

A participant acquiring restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service no later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock Award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

There are no immediate tax consequences of receiving an Award of restricted stock units. A participant who is awarded restricted stock units will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the end of the applicable vesting period or, if later, the settlement date elected by the Compensation Committee or a participant. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

Options not designated or qualifying as incentive stock options will be nonqualified stock options having no special tax status. An optionee generally recognizes no taxable income as the result of the grant of such an option. Upon exercise of a nonqualified stock option, the optionee normally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the optionee is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of stock acquired by the exercise of a nonqualified stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss. No tax deduction is available to us with respect to the grant of a nonqualified stock option or the sale of the stock acquired pursuant to such grant.

An optionee recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the Code. Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year following the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale price and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, we will not be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market value of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of

the shares generally should be deductible by us for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.

The difference between the option exercise price and the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative minimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to optionees subject to the alternative minimum tax.

In general, no taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the fair market value of any shares of our common stock received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Any cash payments or the fair market value of any common stock or other property an employee receives in connection with other stock-based Awards, incentive Awards, or as unrestricted payments equivalent to dividends on unfunded Awards or on restricted stock generally are includable in income in the year received or made available to the employee without substantial limitations or restrictions. Generally, we will be entitled to deduct the amount the employee includes in income in the year of payment.

We generally will be entitled to a tax deduction in connection with an Award under the Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option). Section 162(m) of the Internal Revenue Code places a $1,000,000 annual limit on the compensation deductible by us paid to certain of its executives. The limit, however, does not apply to “qualified performance-based compensation.” However, the Plan has been designed to permit the Compensation Committee to grant Awards that qualify as performance-based compensation under Section 162(m), thereby permitting us to receive a federal income tax deduction in connection with such Awards.

A participant who defers the payout of an Award or the delivery of proceeds payable upon an Award exercise will recognize ordinary income at the time of payout in the same amounts as described above. If the participant receives shares, any additional gain or loss recognized upon later disposition of the shares is capital gain or loss. Any deferrals made under the Plan, including Awards granted under the plan that are considered to be deferred compensation, must satisfy the requirements of Section 409A of the Code to avoid adverse tax consequences to participating employees. These requirements include limitations on election timing, acceleration of payments, and distributions. If an Award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that Award may recognize ordinary income on the amounts deferred under the Award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an Award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20 percent federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. In addition, certain states (such as California), have laws similar to Section 409A and as a result, failure to comply with such similar laws may result in additional state income, penalty and interest charges. We intend to structure any deferrals and Awards under the Plan to meet the applicable tax law requirements.

State tax consequences may in some cases differ from those described above. Awards under the Plan will in some instances be made to employees who are subject to tax in jurisdictions other than the United States and may result in tax consequences differing from those described above.

The Board of Directors approved the amendment and restatement of the Plan on February 26, 2010, subject to stockholder approval. The Plan shall remain in effect unless amended, terminated, or suspended by the Board of Directors. However, without further stockholder approval, no ISO may be granted under the Plan after August 1, 2018. The Board of Directors may amend the Plan at any time, provided that no such amendment will be made without stockholder approval if such approval is required under applicable law, regulation, or stock exchange rule, or if such amendment would: (i) decrease the grant or exercise price of any stock option, SAR or other stock-based Award to less than fair market value on the date of grant (except as discussed above under “Shares Reserved for Awards”) or (ii) increase the number of shares of common stock that may be distributed under the Plan.

Awards granted under the Plan generally may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the applicable laws of descent and distribution or a qualified domestic relations order and shall be available only to a participant during the lifetime of the participant. Notwithstanding the foregoing, the Compensation Committee may permit a participant to transfer an Award by bona fide gift for no consideration in certain limited situations. Other terms and conditions of each Award will be set forth in award agreements, which can be amended by the Compensation Committee.

On February 26, 2010, the closing price on the NASDAQ Global Select Market of our common stock was $9.17 per share.

The following table sets forth information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of November 30, 2009.

If a quorum exists at the 2010 Annual Meeting of Stockholders, the Plan will be approved if the votes cast in favor of the plan exceed the votes cast against.

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. The Audit Committee is responsible for providing independent, objective oversight of our accounting functions and internal controls and performing related functions as described above under “Board of Directors — Board Committees.” In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements contained in our Annual Report on Form 10-K for fiscal year 2009 with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in such financial statements.

The Audit Committee is responsible for recommending to the Board of Directors that our consolidated financial statements be included in our Annual Report on Form 10-K. In that regard, the Audit Committee discussed with our independent auditors those matters the auditors communicated to and reviewed with the Audit Committee under applicable auditing standards, including information regarding the scope and results of the audit. In addition, the Audit Committee has discussed with the independent auditors their independence from management and the Audit Committee and has received the written disclosures required by Independence Standards Board Standard No. 1.

The Audit Committee discussed with our independent auditors the overall scope and plans for their audit. The Audit Committee also discussed with our independent auditors the matters set forth in Statement on Auditing Standards No. 114 regarding the scope and results of the audit. The Audit Committee met with our independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of our audited consolidated financial statements with generally accepted accounting principles, their judgments as to the quality of our accounting principles, and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards.

The Audit Committee reviewed and discussed with management and our independent auditors the evaluation of TIBCO’s internal controls.

Finally, the Audit Committee reviewed and discussed with management and the independent auditors our audited consolidated balance sheets at November 30, 2009 and 2008 and our statements of operations, cash flows, stockholders’ equity, and comprehensive income for fiscal years 2009, 2008 and 2007. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in our Annual Report on Form 10-K for fiscal year 2009 as filed with the SEC.

AUDIT COMMITTEE OF THE

BOARD OF DIRECTORS

Eric C.W. Dunn

Narendra K. Gupta

Philip K. Wood

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference therein.

The Audit Committee has appointed PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending November 30, 2010. PricewaterhouseCoopers LLP has been our independent auditors since we were established as a separate entity in January 1997. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting; will be given the opportunity to make a statement, if he or she desires; and will be available to respond to appropriate questions.

The Audit Committee has conditioned its appointment of PricewaterhouseCoopers LLP as our independent auditors upon the receipt of an affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to be voted at the Annual Meeting. In the event that the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider its selection.

The following table sets forth fees paid to PricewaterhouseCoopers LLP, our independent auditors, for fiscal years 2009 and 2008.

Audit Fees consist of professional services rendered for the audit of our consolidated financial statements; the review of our interim consolidated financial statements included in quarterly reports; and services provided in connection with comfort letters, consents and statutory and regulatory filings.

Audit-Related Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include due diligence in connection with our acquisitions; other accounting consultations in connection with transactions; attest services that are not required by statute or regulation; and consultations concerning financial accounting and reporting standards.

Tax Fees consist of professional services rendered for tax advice, planning and compliance (domestic and international). These services include the preparation and review of income tax returns, VAT tax returns and international returns and assistance regarding transfer pricing; VAT matters; federal, state and international tax compliance; acquisitions; and international tax planning.

All Other Fees consist of a subscription for a proprietary reference library and advisory services that were unrelated to the performance of the audit or review of our consolidated financial statements.

Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Auditors

The Audit Committee adopted a policy that mandates that all audit and non-audit services provided by the independent auditors be approved by the Audit Committee in advance. These services may include audit services, audit-related services, tax services and all other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a

specific budget. The Audit Committee may delegate pre-approval authority to one or more of its members when expedited services are necessary. During fiscal year 2009, all services were pre-approved by the Audit Committee in accordance with this policy and applicable SEC regulations.

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of February 15, 2010, of:

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person, and the percentage ownership of that person, shares of common stock subject to stock options held by that person that are currently exercisable or exercisable within 60 days of February 15, 2010, are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated below, the address of each beneficial owner listed in the table is c/o TIBCO Software Inc., 3303 Hillview Avenue, Palo Alto, California 94304. The percentages in the table below are based on 165,288,056 shares of our common stock outstanding as of February 15, 2010. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. The information provided in this table is based on our records and information filed with the SEC, unless otherwise noted.

In this Compensation Discussion and Analysis, we describe the compensation objectives, policies and practices relating to fiscal year 2009 for our Chief Executive Officer, Chief Financial Officer and the three other executive officers who were the most highly compensated in fiscal year 2009 (collectively, the “Named Executive Officers”).

Our Compensation Committee reviews and establishes the compensation for our Chief Executive Officer, Chief Financial Officer and the other Named Executive Officers, each of our officers who is subject to the requirements of Section 16 of the Exchange Act (our “Section 16 officers”) and, when appropriate, certain other employees. The Compensation Committee responsibilities also include, among other duties, the responsibility to:

The Compensation Committee has the authority to engage compensation consultants to provide advice in connection with the determination of executive and director compensation. In accordance with this authority, the Compensation Committee has engaged Radford as its compensation consultant since October 2006.

Our Compensation Committee believes that an effective compensation program should reward achievement of specific corporate goals and align our executives’ interests with those of our stockholders by rewarding performance that meets or exceeds established goals. Our compensation programs are designed to motivate our executive officers to achieve or exceed corporate goals that enhance stockholder value and enable us to attract and retain key employees. Our executive compensation program is designed to reward superior performance and to achieve the following overall objectives:

The cornerstone of our compensation program is to pay for performance. Our Compensation Committee sets performance targets for our executives. Executives have substantial portions of their total compensation at risk contingent on meeting annual and long-term corporate performance goals. Our Compensation Committee also believes that stock option grants and restricted stock awards to executives reflect our focus on pay-for-performance because the value of such awards is directly tied to the value of our stock, thereby providing award recipients with incentives to increase the value of our stock. These equity awards therefore are beneficial in aligning management and stockholder interests, and consequently increasing stockholder value.

Roles of the Compensation Committee, the Chief Executive Officer and the Compensation Consultant

Our Compensation Committee reviews and approves the annual salary and annual cash incentive awards as well as all long-term equity incentive awards for each Section 16 officer consistent with the terms of any applicable employment arrangements; reviews terms and conditions for all employee benefit plans; administers our equity plans; determines or consults with management regarding compensation and benefits for our non-executive officers and other employees (as appropriate); and oversees our compensation and benefits plans, policies and programs generally. Our Compensation Committee establishes our general compensation policies, as well as compensation plans and specific compensation levels for our Chief Executive Officer and the other Section 16 officers.

Our Chief Executive Officer makes recommendations to the Compensation Committee with respect to compensation for other executive officers, including the structure and terms of these executives’ annual cash incentives and long-term equity incentives. Our Chief Executive Officer considers factors such as tenure, individual performance, responsibilities and experience levels of the executives, as well as the compensation of the executives relative to one another, when making recommendations regarding appropriate total compensation of our executives. Certain executives assist the Chief Executive Officer in structuring his proposals regarding the design of the annual cash incentives and long-term equity incentives; however, executives do not play any role in setting their own compensation. Our Chief Executive Officer either discusses his recommendations with the Chairman of the Compensation Committee or has management present them at Compensation Committee meetings. The compensation and benefits group within our Human Resources Department supports the Compensation Committee in the performance of its responsibilities. During fiscal year 2009, our Chief Financial Officer, Vice President of Human Resources and Executive Vice President, General Counsel & Secretary regularly attended the Compensation Committee meetings to provide perspectives on the competitive landscape, the needs of the business and information about our financial performance. The Compensation Committee periodically meets in executive session without management to deliberate on executive compensation matters. The Compensation Committee considers, but is not bound to and does not always accept, the Chief Executive Officer’s recommendations regarding executive compensation. The Compensation Committee reviews all recommendations in light of our compensation philosophy and generally seeks input from Radford prior to making any final decisions.

Since October 2006, our Compensation Committee has engaged Radford as its outside compensation consultant to advise the Compensation Committee on all matters related to executive compensation. The Compensation Committee has adopted a Compensation Consultant Policy which sets forth guidelines designed to ensure the independence of the compensation consultant. Pursuant to this policy, management may work with Radford on matters for the Compensation Committee where such work is requested by the Compensation Committee. In addition, Radford may provide services to management provided that the Compensation Committee determines that, in its business judgment, such services do not interfere with the exercise of Radford’s independent judgment. Management reports to the Compensation Committee at least annually regarding all services and fees paid to Radford. Other than the purchase of compensation surveys, Radford provides no services directly to TIBCO.

Radford is engaged directly by the Compensation Committee. Representatives of Radford attend Compensation Committee meetings, review meeting materials and provide advice to the Compensation Committee upon its request. For example, Radford provides data to the Compensation Committee on trends and issues in executive compensation, assists in determining the appropriate peer group against which to compare executive compensation, compares our executive compensation levels against our peer group and comments on the competitiveness and reasonableness of our executive compensation program. In addition, Radford assists the Compensation Committee in the development of our Executive Incentive Compensation Plan and other long-term incentive plans, including commenting on performance targets.

One of the primary goals of our executive compensation program is to establish compensation practices and levels based on the practices of companies in our peer group. Our Compensation Committee, with Radford’s assistance, identified a peer group of public software companies to use in benchmarking our executive compensation. The companies in our peer group are publicly-traded software companies with revenues generally between $400 million and $1.2 billion, market capitalizations generally between $750 million and $4.0 billion and between 1,000 and 4,000 employees. We may include companies that do not fit these criteria, such as VMWare, Inc., if we believe that we are directly competing with such companies for executive talent. Our Compensation Committee believes it is important to benchmark compensation against our peer group because we directly compete with these companies to hire executive talent. When establishing the fiscal year 2009 executive compensation program, our Compensation Committee identified the following peer group:

The Compensation Committee reviews the companies included in the peer group and our selection criteria annually and makes changes in connection with mergers and acquisitions and based on changes in the marketplace. For the purposes of setting executive compensation for fiscal year 2010, in September 2009, the Compensation Committee removed one company (Wind River Systems Inc.) from our peer group because it was no longer a publicly-traded software company and removed three companies (Citrix Systems Inc., McAfee, Inc. and VMWare, Inc.) from our peer group because they no longer met the revenue or market capitalization components of our selection criteria. The Compensation Committee added four publicly-traded software companies (Fair Isaac Corporation, MicroStrategy Incorporated, Pegasystems, Inc. and VeriSign, Inc.) with revenues and market capitalization that met our peer group selection criteria.

The companies included in the peer group differ from those listed in the indices used to prepare our stock price performance graph, which can be found in our 2009 Annual Report to Stockholders. The Compensation Committee found, based on input from management and Radford, that the companies listed in the peer group more closely represent the labor markets in which we compete for executive talent.

Base salary is determined by the executive’s performance, responsibilities, the salary range for comparable positions within our peer group and the executive’s individual qualifications and experience. Base salaries are reviewed annually and may be adjusted by our Compensation Committee in accordance with certain criteria which include individual performance; levels of responsibilities; individual competencies, skills and contributions; functions performed; peer group compensation levels for comparable positions; internal compensation equity issues; and our general financial performance. Our Chief Executive Officer proposes base salary amounts for the Compensation Committee’s consideration based on his evaluation of individual performance and expected future contributions; a review of survey data to ensure competitive compensation against the peer group; and a comparison of the base salaries of the executive officers who report directly to the Chief Executive Officer to ensure internal equity. The Compensation Committee retains the discretion to provide base salary increases in the event that an executive officer is appointed to a position of increased responsibility. The weight given each factor by the Compensation Committee may vary with each individual.

As discussed above, we believe that a significant portion of an executive’s compensation should be based on our performance. Accordingly, our policy is to target and pay base salary levels for executive officers at the 50^th percentile of our peer group. Targeting the market median level for base salary allows us to allocate a larger portion of total compensation to variable performance-based compensation while still offering enough fixed pay to maintain a stable management team and attract competent executive talent.

Our annual cash incentive awards provide our employees, including our Named Executive Officers, the opportunity to obtain cash bonuses at the end of each fiscal year based upon the achievement of corporate and individual performance goals. It is our philosophy to place a large proportion of the executive’s total annual cash compensation at risk and directly dependent upon the achievement of pre-established corporate and individual performance goals. Consistent with our pay-for-performance philosophy, our Compensation Committee believes that annual cash incentive awards should potentially equal or exceed base salary when corporate performance exceeds projected performance of the infrastructure software market and key competitors.

Annual cash incentive awards to our Named Executive Officers are paid pursuant to our Executive Incentive Compensation Plan or “EICP.” The goal of the EICP is to pay higher than market average total compensation for excellent annual performance. We target total cash compensation levels (base salary and annual cash incentive awards) at the 75^th percentile of our peer group when we meet our annual corporate performance goals and at the 90^th to 95^th percentile of our peer group when we far exceed our annual corporate performance goals. Since we target base salary at the 50^th percentile of our peer group, a significant portion of the total potential cash compensation for our Named Executive Officers is contingent on the achievement of the performance metrics set in the EICP, consistent with our pay-for-performance objectives. Payouts are based upon the achievement of our financial performance objectives with an additional potential payment subject to the discretion of our Compensation Committee. Our Compensation Committee believes such awards motivate our executive officers to address annual performance goals, using more immediate measures for performance than those reflected in the appreciation in the value of our stock. EICP awards are based on a pre-determined percentage of the executive’s base salary, dependent upon the achievement during the fiscal year of certain performance goals, and subject to the Compensation Committee’s discretion. The Compensation Committee typically establishes both revenue growth and operating income before taxes targets for the EICP. Because there are two separate tests for determining payouts to our executive officers under the EICP, it is often difficult for us to meet both targets. When the Compensation

Committee reviewed our financial performance on these measures relative to our peer group, it found that most companies were able to meet one of the measures but that few companies were able to achieve results in both categories at or above the 50^th percentile. Due to this difficulty, during fiscal years 2004 through 2009, we have met both targets, and our EICP has paid at or above such target, in only two of the six years.

Long-term equity incentive awards are made under the 2008 Equity Incentive Plan (the “2008 Plan”). Long-term equity incentive awards to executive officers are based on job responsibilities, and potential for individual contribution, with reference to the levels of total direct compensation (total cash compensation plus the value of long-term equity incentive awards) of executives at our peer companies. When it makes grants, the Compensation Committee also considers the retentive value of previous equity grants.

Annual equity awards are based on guidelines that provide for awards commensurate with position levels and that reflect grant practices within our peer group. Equity awards to our executives are typically made in the form of a combination of stock options and restricted stock or restricted stock units. The stock option component is consistent with our pay-for-performance philosophy because the value of our stock options is directly related to increases in our stock price and the restricted stock component generally aligns the interests of our executives with stockholder interests. Stock options provide for financial gain derived from the potential appreciation in stock price from the date that the option is granted until the date that the option is exercised. Our long-term performance ultimately determines the value of stock options, because gains from stock option exercises are entirely dependent on the long-term appreciation of our stock price. Stock options granted as part of annual equity awards after 2006 are generally exercisable in equal installments monthly over four years from the grant date and expire seven years from the grant date.

Because a financial gain from stock options is only possible after the price of TIBCO common stock has increased, the Compensation Committee believes option grants encourage executives and other employees to focus on behaviors and initiatives that should lead to an increase in the price of TIBCO common stock, which benefits all TIBCO stockholders.

We target annual long-term equity incentive awards at the 50^th percentile of our peer group, subject to adjustment. Consequently, individual employees may receive equity awards above or below approved guidelines. The principal factors the Compensation Committee considers in determining whether to adjust the amount of the long-term equity awards for our executive officers above or below the 50^th percentile of our peer group are prior performance, contributions to TIBCO, level of responsibility, value of other compensation, the executive officer’s ability to influence our long-term growth and profitability, and the retention value of prior equity awards. The 2008 Plan does not provide any quantitative method for weighting these factors, and a decision to grant an equity award is primarily based upon the Compensation Committee’s evaluation of past as well as future anticipated performance.

The Compensation Committee awarded performance-based restricted stock units pursuant to a long-term incentive plan (the “LTIP”) in fiscal year 2010. The Compensation Committee believes that the LTIP encourages participants to focus on consistent, long-term performance and closely aligns senior management with our achievement of longer-term financial objectives that enhance stockholder value. When setting the amounts of the LTIP awards, the Compensation Committee believed the targets set, if achieved, would result in performance over the period of the LTIP at or above the 90^th percentile of peer group performance. The Compensation Committee calculated the amount of equity that would be granted beyond the annual equity awards at the 50^th percentile to reach the 90^th percentile of our peer group and aggregated that amount over the four year performance period.

Pursuant to the LTIP, the awards are subject to achievement of performance-based objectives and in addition, time-based vesting subject to continued employment and a one-year mandatory deferral period before any shares of common stock are issued in settlement of the vested awards. The performance-based goals require TIBCO to achieve non-GAAP earnings per share (as defined in the award agreement, and referred to herein as “non-GAAP EPS”) of $1.00 or greater for fiscal year 2012 and a cumulative non-GAAP EPS of $2.40 or greater over the three fiscal years 2010, 2011 and 2012. If the performance goals are not met as measured at the end of fiscal year 2012, then the awards still may become eligible to vest if, in fiscal year 2013, we achieve a non-GAAP EPS of $1.00 or greater and a cumulative non-GAAP EPS of $3.00 or greater over the four fiscal years 2010, 2011, 2012 and 2013.

Upon attainment of the requisite performance goals, the awards will be scheduled to vest in two equal installments over the subsequent two years, subject to the award recipient’s continued employment. Further, even if the performance and time-based vesting requirements are met, 20% of the awards will be forfeited if, in the first fiscal year following achievement of the applicable performance goals, non-GAAP EPS falls by 10% or more as compared to the non-GAAP EPS achieved for the year that the performance goals were achieved.

Our Compensation Committee believes that granting equity to management is beneficial in aligning management and stockholder interests by focusing executives on increasing stockholder value, which in turn increases the value of the awards. Our Compensation Committee adopted the use of restricted stock and restricted stock units in fiscal year 2006 to assist in achieving our long-term goal of lowering the average annual dilution rate against a backdrop of increasing headcount, while providing an equity vehicle that allows us to attract, motivate and retain the talent critical to achieving our corporate goals. Our stock options have a grant price of fair market value on the date of grant. Stock option awards to new employees also typically vest over a four year period with 25 percent vesting on the first anniversary of the grant date and the remainder vesting monthly thereafter. Stock option awards to existing employees typically vest monthly over a four-year period. Awards of restricted stock and restricted stock units typically vest over four years at a rate of 25 percent per year.

Executives are able to participate in broad-based employee benefit plans which are available to employees in the country where the executive resides. In the United States, where all of the Named Executive Officers reside, employee benefits include company matching in our 401(k) plan, medical and dental insurance, life insurance and our employee stock purchase plan. In addition, we adopted the 2009 Deferred Compensation Plan (the “2009 DCP”) in February 2009. The 2009 DCP allows certain executives and our non-employee directors to defer certain cash compensation into restricted stock units in accordance with Section 409A. We do not make any matching contributions to participants in the 2009 DCP. The Compensation Committee adopted the 2009 DCP in conjunction with the adoption of Stock Ownership Guidelines as a mechanism to assist our executives and non-employee directors to meet their ownership guidelines.

Occasionally, our Compensation Committee grants cash or equity awards for the purpose of encouraging certain executives to remain with our Company. In situations where our Chief Executive Officer determines that this type of award is necessary or appropriate for the continued success of our long-term goals or overall retention, he discusses the rationale for the grant with our Executive Vice President, General Counsel to determine the appropriate form and size of the grant. The recommendation is discussed with the Compensation Committee’s compensation consultant who provides input in preparation for making the recommendation to the Compensation Committee as well as input directly to the Compensation Committee chairman. Retention bonuses and equity grants include vesting or claw-back provisions that may differ from our standard vesting schedules that are designed to encourage recipients to maintain their employment with us into the future.

We believe that severance protections, particularly in the context of a change in control transaction, can play a valuable role in attracting and retaining executive officers. Accordingly, we provide such protections for our executives under a Change in Control and Severance Plan (the “Change in Control Plan”) and for our Chief Executive Officer in his employment agreement. Our Compensation Committee evaluates the level of change in control benefits provided to our executives, and in general, we consider these protections an important part of an executive’s compensation and consistent with competitive practices. In connection with the amendment of Mr. Ranadivé’s employment agreement in September 2008, the Section 280G gross-up provision that previously applied upon a termination in connection with a change in control was removed.

As described in more detail below under the section entitled “Severance and Change in Control Arrangements,” our executives would be entitled under their agreement or plan, as applicable, to severance benefits in the event of a termination of employment in connection with a change in control of TIBCO. We believe that the occurrence, or potential occurrence, of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change in control transactions cause significant organizational changes, particularly at the senior executive level. In order to encourage certain of our executive officers to remain employed during an important time when their prospects for continued employment following the transaction are often uncertain, we provide our executives with enhanced severance benefits if their employment is terminated without cause or the executive resigns for good reason in connection with a change in control. Because we believe that a termination by the executive for good reason may be conceptually the same as a termination by an acquiror without cause, and because we believe that in the context of a change in control, potential acquirors would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance, we believe it is appropriate to provide severance benefits in these circumstances. In addition, pursuant to current market practices, our Chief Executive Officer would be entitled under his agreement to additional severance benefits if terminated without cause or if he resigns for good reason other than in connection with a change in control; these benefits are described in more detail below under the section entitled “Severance and Change in Control Arrangements.”

On November 1, 2008, we initiated a base salary reduction for all U.S. employees in an effort to manage expenses during the current period of economic uncertainty. As a result of the reduction, our Chief Executive Officer’s base salary was reduced by 15 percent and the base salary of each of the Named Executive Officers was reduced by five percent. In fiscal year 2009, we maintained all executive salaries at these reduced levels due to the continuing economic uncertainty.

Our 2009 EICP was designed to reward our executives for our achievement of specified levels of corporate financial performance and their individual performance during fiscal year 2009. In keeping with our strategy of growing revenue while maintaining operating profit margins, for fiscal year 2009, emphasis was placed on the achievement of targets related to revenue growth and a sustained level of profitability. Consequently, our 2009 EICP set two components as the bases for determining 2009 annual incentive awards. These components are the attainment of goals related to:

The target established in the 2009 EICP for revenue growth was a 3 percent increase in gross revenue in fiscal year 2009 over fiscal year 2008. With respect to non-GAAP operating profit before tax, the target

established in the 2009 EICP was 20 percent. Non-GAAP operating profit before tax excludes gains and losses on equity investments, costs related to formal restructuring plans, stock-based compensation related to employee stock options, the amortization of acquired intangible assets and charges for acquired in-process research and development, and the income tax effects of the foregoing, as well as adjustments for the impact of changes in the valuation allowance recorded against TIBCO’s deferred tax assets. The Compensation Committee also set a threshold for performance under the 2009 EICP, below which no bonuses would be paid. For the 2009 EICP, because of the continuing economic uncertainty, such threshold was non-GAAP operating profits before tax of 17 percent without any restriction on the revenue component.

In establishing the financial targets for the 2009 EICP, the Compensation Committee reviewed an analysis of the relative revenue growth and operating income before taxes as a percent of revenue of our peer group. The Compensation Committee conducted the review of our financial performance relative to our peer group to ensure that financial performance targets under the 2009 EICP were at levels that reward above market performance and were sufficiently difficult to achieve. The Compensation Committee also considered the economic uncertainty and analyst forecasts of double digit declines in license revenues within the industry expected during fiscal year 2009.

Each executive officer was assigned a target annual incentive award level, expressed as a percent of annual base salary. For fiscal year 2009, our Named Executive Officers were eligible for target awards equal to 76 percent of base salary if the target levels of corporate financial performance were achieved. Consequently, assuming that the financial targets for the 2009 EICP were met, approximately 43 percent of each Named Executive Officer’s total cash compensation was “at risk” compensation contingent on the attainment of our goals.

With respect to individual performance, the Compensation Committee believes that it is appropriate to reward individual performance that has benefited and/or promoted our business strategies. Under the terms of the 2009 EICP, the Compensation Committee could approve discretionary incentive awards of up to 20 percent of each executive officer’s base salary. This component of the 2009 EICP provides incentives for achievement of above-target performance and, where targets are not achieved, allows the Compensation Committee to take into account factors that may have affected the level of achievement. In addition, where achievement of multiple performance goals would otherwise be necessary for a minimum payout, the discretionary component allows the Compensation Committee to recognize and reward an individual’s continued efforts and strong performance through the end of the fiscal year notwithstanding the fact that achievement of one or more goals was not possible. The Compensation Committee believes that the discretionary components further the goals of our compensation program to reward individual performance and provide reasonable compensation that is competitive and provides retention value. In the absence of the discretionary components, the Compensation Committee would be confined to a purely quantitative approach, which could work against the goals of our compensation program by failing to reward strong individual performance.

In fiscal year 2009, we exceeded the 2009 EICP threshold but did not fully meet the target. Based on our financial results of an approximately 3.6 percent revenue decline and 22.5 percent non-GAAP operating profits before tax, the portion of the annual incentive award based on our financial performance actually paid was approximately 64 percent of base salary for our Named Executive Officers, other than our Chief Executive Officer. In addition, the Compensation Committee awarded 14 percent of base salary to our Named Executive Officers, other than our Chief Executive Officer, pursuant to the discretionary component of the 2009 EICP. In awarding the discretionary component, the Compensation Committee considered factors such as each executive’s performance against general corporate and individual goals, the effects of the global economic crisis on our financial plan in fiscal year 2009 and the achievement of operating profits greater than targeted performance for the year.

In determining incentive awards for fiscal year 2009 for our Named Executive Officers, including our Chief Executive Officer, the Compensation Committee concluded that when achievement is less than 100 percent of

the financial targets, the discretionary component provides an incentive for continued efforts and strong performance without providing an incentive award equivalent to a full bonus award.

The table below shows the amounts paid to each Named Executive Officer pursuant to the 2009 EICP and the target amounts that would have been payable in the event that the financial targets had been met, excluding the discretionary component.

In fiscal year 2009, our Named Executive Officers received annual equity awards in April 2009. Our executives received the annual equity award in the form of stock options. To determine the size of the annual equity awards, the Compensation Committee first determined the total number of shares that would be available for the annual equity awards for all employees, including the equity retention awards granted in February 2009. The number of shares available for the annual equity awards is determined by considering the following factors:

Once the total amount available for our annual equity awards to all employees was determined, the Compensation Committee, with the assistance of Radford, compared the long-term incentive compensation levels of our executives with similar positions within our peer group to determine the long-term incentive compensation amount for each executive. The Compensation Committee evaluated the total value delivered by the annual equity grant against the 50^th percentile of the value of long-term incentive compensation of our peer group. In finalizing the amounts of the fiscal year 2009 annual equity awards the Compensation Committee considered factors such as our Chief Executive Officer’s recommendations, the burn rate and expense of the executive grants, and the value of outstanding unvested equity awards then held by each executive including the February 2009 retention grants and the degree to which those values are aligned with our retention goals.

In fiscal year 2009, the Compensation Committee set the annual and retention equity grants to our executives as a mix of restricted stock units and stock options with approximately 60 percent of the equity value granted during the fiscal year in restricted stock units as the retention grant and 40 percent in stock options as the refresh grant. The Compensation Committee’s determination was based on the following factors:

The Compensation Committee granted a higher proportion of restricted stock awards in fiscal year 2009 to increase executive retention by targeting total direct compensation levels above the 50^th percentile of our peer group and to address the lack of retention value of the underwater options held by our executives. Total direct compensation includes all cash compensation and the value of equity compensation.

Mr. Ranadivé has served as our Chief Executive Officer and Chairman of the Board since our inception in January 1997. We entered into an employment agreement with Mr. Ranadivé in November 2004 which was amended and restated on September 26, 2008. The amended and restated employment agreement provides for, among other things, annual compensation of: (i) $575,000 base salary for fiscal year 2008 subject to future adjustments based on our standard practices; (ii) an annual target bonus of 100 percent of base salary; and (iii) for fiscal years 2008, 2009 and 2010, an option to purchase up to 1,000,000 shares of our common stock and up to 250,000 shares of restricted stock. The Compensation Committee may also grant Mr. Ranadivé up to an additional 250,000 shares of restricted stock or options to purchase such number of shares as the Compensation Committee determines as a bonus or additional compensation in consideration of achieving heightened performance or other targets. The Compensation Committee may establish performance goals for the vesting of any stock option grants and restricted stock awards. Mr. Ranadivé’s employment agreement also contains severance and change in control provisions which are described in the section entitled “Executive Compensation – Severance and Change in Control Arrangements.”

In November 2008, Mr. Ranadivé’s agreed to reduce his base salary of $575,000 by 15 percent to $488,750 in connection with our efforts to manage expenses during the current period of economic uncertainty. Mr. Ranadivé’s base salary remained unchanged during fiscal year 2009. In fiscal year 2009, pursuant to the terms of the amended and restated employment agreement and as part of our annual equity awards, Mr. Ranadivé received a grant of stock options to purchase an aggregate of 250,000 shares of our common stock at an exercise price of $6.94 per share and an award of 250,000 restricted stock units.

In fiscal year 2009, we exceeded the 2009 EICP threshold but did not fully meet the targets. Based on our financial results of an approximately 3.6 percent revenue decline and 22.5 percent non-GAAP operating profits before tax, the portion of the annual incentive award based on our financial performance actually paid to our Chief Executive Officer was approximately 80 percent of base salary. The Compensation Committee also awarded 20 percent of base salary to our Chief Executive Officer pursuant to the discretionary component of the 2009 EICP. In granting the discretionary component, the Compensation Committee considered factors such as Mr. Ranadivé’s performance against general corporate and individual goals, his overall demonstration of leadership and/or management effectiveness, the effects of the global economic crisis on our financial plan in fiscal year 2009 and the achievement of operating profits greater than targeted performance for the year.

In addition to the fiscal year 2009 annual equity grants, the Compensation Committee granted our executives restricted stock units in February 2009 for retention purposes. These restricted stock unit grants vest as to 25 percent of the shares on each anniversary of the grant date. The Compensation Committee awarded the retention grants based on the recommendation of our Chief Executive Officer and after consultation with Radford. The retention grants were awarded to encourage our executives to continue to maintain their employment with us and were granted in conjunction with the adoption of stock ownership guidelines. Our Compensation Committee considered the retention value of the outstanding unvested equity then held by our executives, market data for total direct compensation by position, the amounts paid under our EICP over the past few years (and, in particular, for fiscal year 2008), the continuation of the reduced base salary levels in fiscal 2009 and the performance of the executive team when determining the retention grants.

Our equity award policy sets forth the procedures for granting equity awards. Under our policy, all grants must be approved by the Compensation Committee or, in the case of grants to new employees not exceeding more than 50,000 stock options or 15,000 restricted stock or restricted stock units, by our Chief Executive Officer or, in his absence, our Chief Financial Officer or our General Counsel. Grants to new employees have a grant date of the 15 ^th business day of the month following the new employee’s hire date. All other grants generally have a grant date of when the grant is approved by the Compensation Committee. The grant price is the closing price of our common stock on the grant date. We do not have a program, plan or practice of timing equity award grants in conjunction with the release of material non-public information. We strive to make equity awards (other than new hire grants which are granted on the 15^th of each month) while our trading window is open. If an award is proposed while the trading window is closed, assuming other required approvals are in place, our General Counsel must review the circumstances of the grant prior to issuance.

The Compensation Committee believes that it is important to align the financial interests of our senior leadership with those of our stockholders by requiring executives to make a direct investment in holding our shares. Accordingly, we adopted stock ownership guidelines for our Chief Executive Officer, our Executive Vice Presidents and our non-employee directors in February 2009. The stock ownership guidelines are set as a number of shares and may be reevaluated and revised from time to time based on changes in our common stock or other factors. Individuals subject to the stock ownership guidelines will have five years from the later of the adoption of the guidelines or the date such person becomes subject to the guidelines to meet their ownership requirement.

Shares that count towards satisfaction of the stock ownership guidelines include:

Equity instruments that do not count towards satisfaction of the stock ownership guidelines include:

The Compensation Committee periodically reviews our gross and net burn rates, compared to our peer group and the broader industry as summarized by Radford. The Compensation Committee monitors our equity

burn rate and takes into consideration our burn rate compared to peer companies and the broader industry averages when reviewing recommendations for the annual equity awards pool to be distributed to employees. The Compensation Committee endeavors to ensure that our net burn rate approximates the average rate within our peer group as well as the average rates within broader industry groups, and that the annual and the three-year average gross burn rates are within the recommended range of outside shareholder advisory groups. For purposes of determining the net stock burn rate, we determine the sum of all stock options plus restricted stock and restricted stock units granted during the course of the fiscal year, subtract the stock options, restricted stock and restricted stock units that are cancelled and returned, and divide the balance (the net stock options, restricted stock and restricted stock units issued) by the shares outstanding at the end of the year. The gross burn rate is determined by taking the sum of all stock options plus restricted stock and restricted stock units granted during the course of the year and dividing that amount by the shares outstanding at the end of the year. During fiscal year 2009, the net options, restricted stock and restricted stock units issued totaled 2,559,272, and the gross options, restricted stock and restricted stock units issued totaled 5,549,755. There were approximately 164,924,508 shares outstanding at November 30, 2009, resulting in a net burn rate of 3.67 percent and a gross burn rate of 5.48 percent.

Section 162(m) limits to $1 million the amount of annual compensation that we may deduct when paid to a Named Executive Officer who is a “covered employee” within the meaning of Section 162(m). The regulations allow us to deduct compensation over $1 million if it is performance-based provided certain requirements, such as stockholder approval, are satisfied. Our 2008 Plan was approved by our stockholders and stock options granted pursuant to the 2008 Plan can be excluded from the $1 million limit. Performance-based restricted stock units granted pursuant to the 2008 Plan can be excluded from the $1 million limit. Time-based restricted stock and restricted stock unit awards granted by us are not considered performance-based and, as such, would not be deductible to the extent that the value of such awards, upon vesting, when aggregated with other non-deductible compensation, exceeds $1 million.

The Compensation Committee considers the deductibility of compensation to its executives when reviewing and structuring compensation programs and attempts to maintain full deductibility to the extent consistent with our overall compensation goals. However, the Compensation Committee may make payments that are not fully deductible if it believes that such payments promote the best long-term interests of our stockholders.

Section 409A imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Section 409A applies to certain of our severance arrangements. Consequently, to assist in avoiding additional tax under Section 409A, we have amended the severance arrangements described below in a manner intended to either avoid the application of Section 409A or, to the extent doing so is not possible, comply with the applicable Section 409A requirements. In addition, we adopted the 2009 DCP in February 2009. The 2009 DCP allows certain executives and our non-employee directors to defer certain cash compensation into restricted stock units in accordance with Section 409A.

We believe that the mix of compensation afforded to our executives combines competitive levels of compensation and rewards for superior performance and aligns relative compensation with the achievement of essential corporate goals that include revenue growth, operating profitability and increased stockholder value.

The Compensation Committee of the Board of Directors has reviewed and discussed the section entitled “Compensation Discussion and Analysis” of this Proxy Statement with management. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE OF THE

BOARD OF DIRECTORS

Philip K. Wood

Peter J. Job

Nanci E. Caldwell

Naren K. Gupta*

The narrative, table and footnotes below set forth information regarding the total compensation paid to our Chief Executive Officer, Chief Financial Officer and our other Named Executive Officers for fiscal years 2007, 2008 and 2009. The components of the compensation reported in the Summary Compensation Table are described below. For additional information on each component of the total compensation package, see “Compensation Discussion and Analysis.”

This column sets forth the total base salary earned by each of our Named Executive Officers for fiscal years 2007, 2008 and 2009. Base salaries for our Named Executive Officers are targeted at the 50^th percentile of our peer group. We do not set base salaries as a proportion of total compensation.

This column sets forth a one-time cash bonus paid to one of our Named Executive Officers in fiscal year 2008 for retention purposes. The cash bonus was paid subject to an agreement that would have required repayment of the entire amount in the event the recipient had resigned without good cause prior to January 31, 2009.

This column sets forth the aggregate amount of compensation cost recognized in the respective fiscal year for restricted stock awards granted to each of the Named Executive Officers in the current or prior fiscal years. For restricted stock granted in fiscal years 2007, 2008 and 2009, fair value is calculated using the closing price of our stock on the date of grant. Amounts reported in this column do not factor in an estimate of forfeitures related to service-based vesting conditions. Each fiscal year, our Compensation Committee evaluates the total compensation of our Named Executive Officers compared to total compensation for similar positions within our peer group. The Compensation Committee then subtracts total cash compensation from the total compensation amount for each Named Executive Officer to calculate the value of the stock option and restricted stock awards that may be granted as part of the executive’s annual compensation. In addition, in January 2008 and February 2009, the Compensation Committee granted restricted stock awards to each of the Named Executive Officers for retention purposes. The January 2008 grants were in addition to the annual refresh stock grants and vest over a three-year period. The February 2009 grants were in lieu of the full value award portion of the annual refresh stock grants and vest over a four-year period. Additional information regarding the awards is set forth in the tables entitled “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End 2009.” The assumptions used to calculate the value of stock awards are set forth in Note 15 to our Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended November 30, 2009.

This column sets forth the aggregate amount of compensation costs recognized in the respective fiscal year for option awards granted to each of our Named Executive Officers in the current or prior fiscal years. Amounts reported in this column do not factor in an estimate of forfeitures related to service-based vesting conditions. Additional information regarding the awards is set forth in the tables entitled “Grants of Plan-Based Awards in Fiscal Year 2009” and “Outstanding Equity Awards at Fiscal Year-End 2009.” The assumptions used to calculate the value of stock option awards are set forth in Note 14 to our Consolidated Financial Statements in the Annual Reports on Form 10-K for the years ended November 30, 2007 and November 30, 2008 and Note 15 to our Consolidated Financial Statements in the Annual Reports on Form 10-K for the year ended November 30, 2009.

This column sets forth the cash awards earned by each of our Named Executive Officers during the respective fiscal year under our EICP. These amounts are paid in the fiscal year after the fiscal year in which they

are earned. We set the target award levels under the EICP such that total cash compensation including base salary and EICP awards is at approximately the 75^th percentile of our peer group when we meet our financial targets under the EICP and at the 90^th percentile of our peer group when we far exceed our financial targets. For more information about these awards, see the table entitled “Grants of Plan-Based Awards.”

This column sets forth all other compensation received by each of our Named Executive Officers during the respective fiscal years not reported in the previous columns. Such amounts include company matching contributions to our 401(k) plan, life insurance and other perquisites. Except as otherwise noted, amounts in this column consist of life insurance premiums and matching contributions under our 401(k) plan, which provides for broad-based employee participation.

Mr. Ranadivé is a party to an employment agreement with us which provides for, among other things, annual compensation of: (i) $575,000 base salary; (ii) annual target bonus of 100 percent of base salary; and (ii) for fiscal years 2008, 2009 and 2010, the potential to receive an option to purchase up to 1,000,000 shares of our common stock and up to 250,000 shares of restricted stock. In addition, the Compensation Committee may also grant up to 250,000 shares of restricted stock or an option to purchase a number of shares of our common stock set by the Compensation Committee as a bonus or additional compensation in consideration of achieving heightened performance or other targets set by the Compensation Committee. All stock option grants and restricted stock awards are subject to the discretion of the Compensation Committee. For additional information about Mr. Ranadivé’s employment agreement, see “Severance and Change in Control Arrangements.”

The following table sets forth information concerning restricted stock and stock option awards granted to our Named Executive Officers during fiscal year 2009, as well as potential threshold, target and maximum payouts under the EICP for fiscal year 2009.

Our EICP is designed to grant annual cash awards based on our financial results for the fiscal year. For more information about our annual cash incentive awards, see the discussion under “Compensation Discussion and Analysis.”

The restricted stock awards were granted under our 2008 Plan. The restricted stock awards provide for vesting over four years at a rate of 25 percent per year on the anniversary of the grant date except as otherwise noted. If we declare or pay any cash dividends on our common stock, the holders of restricted stock awards will be entitled to such dividends. The restricted stock awards granted in April 2009 were part of our annual refresh program. The awards of restricted stock units granted in February 2009 were retention grants that replaced the full value award portion of our annual refresh grants.

The stock option awards were granted under our 2008 Plan. The stock option awards provide for vesting of the underlying common stock ratably over a period of 48 months beginning one month after the date of grant. Stock option awards were granted at an exercise price equal to the closing sale price of the common stock on the NASDAQ Global Select Market on that date. The stock option awards were part of our annual refresh program.

The following table sets forth information concerning stock option and restricted stock awards as of November 30, 2009 for our Named Executive Officers. The amounts under “Market Value of Shares of Stock That Have Not Vested” were calculated as the product of the closing price of our common stock on the NASDAQ Global Select Market on November 30, 2009, which was $8.60, and the number of shares pursuant to the applicable restricted stock award.

The following table sets forth information on stock option award exercises and restricted stock award and restricted stock units vesting during fiscal year 2009 by our Named Executive Officers. The value realized on exercise for stock option awards is calculated as the difference between the closing prices of our common stock on the NASDAQ Global Select Market on the exercise date and the exercise price of the applicable stock option award. The value realized on vesting for restricted stock awards and restricted stock units is calculated as the product of the number of shares subject to the restricted stock award or restricted stock units that vested and the closing price of our common stock on the NASDAQ Global Select Market on the vesting date.

As more fully described below, we provide severance protections to our Named Executive Officers under the Change in Control Plan and to Mr. Ranadivé, our Chief Executive Officer, under his employment agreement. In addition, and as more fully described below, the equity agreements under our 1996 Plan and 2008 Plan contain a provision that results in an automatic change to the vesting schedule of all outstanding equity awards (including those to our Named Executive Officers) in the event of a change in control.

In the event of a change in control of TIBCO, the vesting schedules under all outstanding equity awards under our 1996 Plan and 2008 Plan automatically change to a three-year vesting period at a rate of 1/36^th per month. This will result in the partial accelerated vesting of the outstanding equity awards to all our employees, including our Named Executive Officers, upon a change in control.

Mr. Ranadivé is a party to an employment agreement with us which provides that if Mr. Ranadivé’s employment is terminated by TIBCO without cause or by Mr. Ranadivé for good reason (other than in connection with a Change in Control (as defined below)) he will receive (i) twelve months of base salary and paid coverage under our medical, dental and vision benefit plans; (ii) a lump sum payment equal to his actual annual incentive award received for the fiscal year immediately preceding the fiscal year in which the termination occurs; and (iii) twelve months of accelerated vesting of his equity awards then held. In addition, Mr. Ranadivé will have twelve months to exercise any equity awards that have accelerated vesting described in the preceding sentence.

If Mr. Ranadivé’s employment is terminated without cause or by Mr. Ranadivé for good reason and the termination occurs within three months prior to and up to twelve months following a change in control, he will receive (i) twenty-four months of base salary and paid coverage under our medical, dental and vision benefit plans; (ii) a lump-sum payment equal to two times the average of his actual annual incentive award for the two fiscal years immediately preceding the fiscal year in which the change in control occurs; and (iii) one hundred percent vesting of all his equity awards. In addition, Mr. Ranadivé will have twenty-four months to exercise any

equity awards that have accelerated vesting described in the preceding sentence. In connection with the amendment of Mr. Ranadivé’s employment agreement in September 2008, the Section 280G gross-up provision that previously applied upon a termination in connection with a change in control was removed.

The receipt of any severance benefits described in the prior two paragraphs is subject to (i) Mr. Ranadivé signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to us; and (ii) Mr. Ranadivé not soliciting any person to modify his or her employment or consulting relationship with us and not intentionally diverting business away from us for a period of twelve months in the case of a termination not involving a change in control and for a period of twenty-four months in the case of a termination involving a change in control. In addition, the receipt of severance benefits under the first paragraph above is also subject to Mr. Ranadivé’s agreement not to engage in competition with us for a period of twenty-four months. The terms of the agreement were reviewed, negotiated and approved by the Compensation Committee.

Each of our executive officers, including Mr. Ranadivé and our other Named Executive Officers, is a party to our standard employee non-disclosure and invention assignment agreement. Under the non-disclosure agreements, for one year following their termination, our employees agree not to solicit any other employee to leave our employ. These employees also agree not to disclose any confidential information that they obtained during their employment to any third parties at any time during or subsequent to their employment. In addition, any inventions, discoveries or improvements created by the employees during their employment belong to us.

We have adopted a Change in Control and Severance Plan that applies to our executive officers, including our Named Executive Officers. The Change in Control and Severance Plan is designed to ensure that the members of the team negotiating a change in control transaction do not leave during such negotiation and that members of the management team remain with the company to complete any such transaction and to assist with the integration as required. Pursuant to the terms of the Change in Control and Severance Plan, if on the date of the change in control or within twelve months after the completion of a change in control, a Named Executive Officer (other than Mr. Ranadivé) terminates his employment for good reason or is terminated by us for reasons other than cause, death or permanent disability, that person will receive (i) a lump sum payment equal to twelve months of base salary and his target annual incentive award; (ii) twelve months of paid medical and dental coverage; and (iii) 50 percent accelerated vesting of his outstanding and unvested equity awards.

If a Named Executive Officer (including Mr. Ranadivé) terminates his employment for good reason or is terminated for reasons other than cause, death or permanent disability following twelve months after the completion of a change in control, that person will receive (i) a lump sum payment equal to twelve months of base salary and his target annual incentive award; and (ii) twelve months of paid medical and dental coverage.

The receipt of any severance benefits described in the prior two paragraphs is subject to the Named Executive Officer signing a waiver and release of all claims and an agreement not to disparage us, our directors or our executive officers.

“Severance Agreements” collectively refers to the Employment Agreement with Mr. Ranadivé and the Change in Control and Severance Plan.

A “change in control” for purposes of the Severance Agreements generally consists of any of the following: (i) a sale of all or substantially all of our assets; (ii) any merger, consolidation, or other business combination transaction of TIBCO with or into another corporation, entity, or person, other than a transaction where the holders immediately prior to the transaction continue to hold at least a majority of the voting power or stock of TIBCO; (iii) the direct or indirect acquisition 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 TIBCO; (iv) 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 our Board; and (v) a dissolution or liquidation of TIBCO. A “change in control” for purposes of the 1996 Plan generally consists only of (i), (ii) and (iii) of the preceding sentence.

“Cause” for purposes of the Severance Agreements generally consist of any of the following: (i) fraud or personal dishonesty in connection with employment at TIBCO that is intended to result in substantial gain or personal enrichment at our expense; (ii) conviction of, or a plea of nolo contendere to, a felony; (iii) in the case of Mr. Ranadivé, willful failure to perform his duties or responsibilities; (iv) only in the case of our Named Executive Officers other than Mr. Ranadivé, any act of gross misconduct or failure to perform a material component of his or her responsibilities in connection with employment at TIBCO that is materially injurious to us; (v) in the case of our Named Executive Officers other than Mr. Ranadivé, a substantial violation of his or her employment duties after he or she has received written demand for performance from TIBCO; and (v) only in the case of Mr. Ranadivé, a violation or breach of any fiduciary or contractual duty to us that results in material damage to us or our business.

“Good reason” for purposes of the Severance Agreements generally consists of any of the following without the Named Executive Officer’s written consent: (i) a material reduction in the person’s authority, status, duties or responsibilities if such reduction is imposed without cause; (ii) with respect to our Named Executive Officers other than Mr. Ranadivé, a reduction in base salary unless the base salary of substantially all other employees is reduced; (iii) with respect to Mr. Ranadivé, a reduction of more than 10 percent in his base salary and target bonus other than a one-time reduction that is applied to substantially all other senior executives (iv) a reduction in certain benefits; and (v) the relocation of the executive’s principal place of business to a location which is more than thirty (30) miles away.

The following table estimates potential payments upon termination as if our Named Executive Officers had terminated on November 30, 2009, in connection with a change in control or other termination covered by the Severance Agreements and potential payments relating to the changed vesting schedule of outstanding equity awards under our 1996 Plan and 2008 Plan in connection with a change in control. The table reflects termination scenarios covered by the Severance Agreements and the benefits receivable thereunder, as well as under our 1996 Plan and 2008 Plan. The closing market price per share of our common stock on November 30, 2009 was $8.60. No payments other than those required by law or pursuant to general company policies and procedures would occur in the event of a Named Executive Officer’s voluntary resignation (other than for good reason, as such term is defined in the applicable Severance Agreement), termination for cause, death or disability.

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10 percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10 percent stockholders are required by SEC rules to furnish us with copies of all forms they file. Based solely on our review of the copies of such forms we received and written representations from certain reporting persons, we believe that all Section 16(a) filing requirements applicable to our executive officers, directors and 10 percent stockholders were complied with during fiscal year 2009.

We have adopted a process for delivering documents to stockholders approved by the SEC called “householding.” Under this process, stockholders of record who have the same address and last name will receive only one copy of the Annual Report and Proxy Statement unless we or one of our mailing agents has received contrary instructions from any stockholder at that address. We will continue to mail a proxy card to each stockholder of record.

If you prefer to receive multiple copies of the Annual Report and Proxy Statement at the same address, additional copies will be provided to you promptly upon request. If you are a stockholder of record, you may contact us by writing to TIBCO Software Inc., Attention: Investor Relations, 3303 Hillview Avenue, Palo Alto, California 94304 or calling our Investor Relations Department at (650) 846-5747. Eligible stockholders of record receiving multiple copies of the Annual Report and Proxy Statement can request householding by contacting us in the same manner.

If you are a beneficial owner holding shares through your broker, bank or other nominee, you may request additional copies of the Annual Report or Proxy Statement or you may request householding by notifying your broker, bank or nominee.

Proposals of stockholders that are intended for inclusion in our proxy statement relating to the 2011 Annual Meeting must be received by us at our offices at 3303 Hillview Avenue, Palo Alto, California 94304, by November 15, 2010 and must satisfy the conditions established by the SEC, including, but not limited to, Rule 14a-8 promulgated under the Exchange Act, and in our bylaws for stockholder proposals in order to be included in our proxy statement for that meeting. Stockholder proposals that are not intended to be included in our proxy materials for such meeting but that are intended to be presented by the stockholder from the floor are subject to the advance notice procedures described below under “Transaction of Other Business.”

At the date of this Proxy Statement, the only business that the Board of Directors intends to present or knows that others will present at the meeting is as set forth above. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement thereof, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment. Stockholders may only present a matter from the floor for consideration at a meeting if certain procedures are followed. Under our bylaws, in order for a matter to be deemed properly presented by a stockholder, timely notice must be delivered to or mailed and received by the Corporate Secretary at our principal executive offices not later than the close of business on the 90^th day, nor earlier than the close of business on the 120^th day, prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not

within thirty days before or more than sixty days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of (i) the 90^th day prior to such annual meeting and (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made. The stockholder’s notice must set forth, as to each proposed matter, the following:

In addition, if the stockholder wishes to nominate a person for election to the Board of Directors, the notice must also include the information specified under the section entitled “Board of Directors – Director Nomination Process – Stockholder Nominations.”

The presiding officer of the meeting may refuse to acknowledge any matter not made in compliance with the foregoing procedure.

By Order of the Board of Directors,

William R. Hughes

Secretary

1.1 Background and Effective Date. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units. The Plan was effective as of August 1, 2008, upon approval by an affirmative vote of the holders of a majority of the Shares that were present in person or by proxy and entitled to vote at the 2008 Annual Meeting of Stockholders of the Company. This amended and restated Plan is effective as of February 26, 2010, subject to the approval by an affirmative vote of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at the 2010 Annual Meeting of Stockholders of the Company.

1.2 Purpose of the Plan. The Plan is intended to attract, motivate, and retain (a) employees of the Company, its Subsidiaries and its Affiliates, (b) consultants who provide services to the Company, its Subsidiaries and Affiliates and (c) Non-Employee Directors. The Plan is also designed to permit the payment of compensation that qualifies as performance-based compensation under Section 162(m) of the Code. The Plan is intended to replace the TIBCO Prior Plans.

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

2.1 “1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.2 “Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.

2.3 “Award” means, individually or collectively, a grant of Options, SARs, Restricted Stock, RSUs, Other Stock-Based Awards or Other Cash-Based Awards pursuant to the Plan.

2.4 “Award Agreement” means the written agreement, notice, or other instrument or document setting forth the terms and conditions applicable to each Award granted pursuant to the Plan.

2.6 “Cause” shall have the meaning set forth in the Participant’s employment or other agreement with the Company or any Subsidiary provided that if the Participant is not a party to any such employment or other agreement or such employment or other agreement does not contain a definition of Cause, then Cause shall have the meaning set forth in the applicable Award Agreement.

2.7 “Change of Control” means (i) a sale of all or substantially all of the Company’s assets, (ii) 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, (iii) 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, (iv) 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 (v) a dissolution or liquidation of the Company.

2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any successor legislation or regulation amending, supplementing or superseding such section or regulation.

2.9 “Committee” means the Compensation Committee of the Board or a subcommittee thereof or such other committee as may be designated by the Board to administer the Plan.

2.10 “Company” means TIBCO Software Inc., a Delaware corporation, or any successor thereto.

2.11 “Consultant” means any consultant, independent contractor, advisor, or other person who provides services to the Company, its Subsidiaries or Affiliates, but who is neither an Employee nor a Director.

2.12 “Covered Employee” has the meaning set forth in Section 162(m)(3) of the Code.

2.13 “Director” means any individual who is a member of the Board of Directors of the Company.

2.14 “Disability” means a permanent disability in accordance with a policy or policies established by the Company from time to time.

2.15 “Employee” means any employee of the Company or of a Subsidiary, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

2.16 “Exchange Program” means a program established by the Committee under which outstanding Awards are amended to provide for a lower Exercise Price or surrendered or cancelled in exchange for (a) Awards with a lower Exercise Price, (b) a different type of Award, (c) cash, or (d) a combination of (a), (b) and/or (c). Notwithstanding the preceding, the term Exchange Program does not include any (i) action described in Section 4.4, or (ii) transfer or other disposition permitted under Section 10.10.

2.17 “Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option.

2.18 “Fair Market Value” means the closing per share selling price for Shares for the date of grant on the principal securities exchange on which the Shares are traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported; if the Shares are not listed for trading on a national securities exchange, the fair market value of Shares shall be determined in good faith by the Committee. Notwithstanding the preceding, for federal, state, and local income tax reporting purposes, fair market value shall be determined by the Company in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

2.21 “Grant Date” means, with respect to an Award, the date that the Award was granted. The Grant Date of an Award shall not be earlier than the date the Award is approved by the Committee.

2.22 “Incentive Stock Option” means an Option to purchase Shares that is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code.

2.24 “Non-Employee Director” means a Director who is not an employee of the Company, any Subsidiary or any Affiliate.

2.25 “Nonqualified Stock Option” means an option to purchase Shares that is not intended to be an Incentive Stock Option.

2.26 “Option” means an Incentive Stock Option or a Nonqualified Stock Option.

2.27 “Other Cash-Based Award” means a cash-based Award granted to a Participant under Section 9.1 hereof, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

2.28 “Other Stock-Based Award” means an Award granted to a Participant pursuant to Section 9.1 hereof, that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, each of which maybe subject to the attainment of Performance Goals or a period of continued employment or other terms and conditions as permitted under the Plan.

2.29 “Participant” means an Employee, Non-Employee Director, or Consultant who has an outstanding Award.

2.30 “Performance Goals” means performance goals based on one or more of the following criteria: (i) earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings per common share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets(gross or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses;(ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes;(xii) economic value created; (xiii) cumulative earnings per share growth; (xiv) operating margin or profit margin; (xv) common stock price or total stockholder return; (xvi) cost targets, reductions and savings, productivity and efficiencies; (xvii) intellectual property (e.g., patents); (xviii) product development; (xix) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; (xx) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and(xix) any combination of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company, a Subsidiary or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will

be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals may be determined either in accordance with generally accepted accounting principles (“GAAP”) or on a non-GAAP basis and shall be subject to certification by the Committee; provided that, to the extent an Award is intended to satisfy the performance-based compensation exception to the limits of Section 162(m) of the Code and then to the extent consistent with such exception, the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles. Awards issued to persons who are not Covered Employees may take into account any other factors deemed appropriate by the Committee.

2.31 “Performance Period” means the period selected by the Committee during which the performance of the Company or any Subsidiary, division or strategic business unit thereof or any individual is measured for the purpose of determining the extent to which an Award subject to Performance Goals has been earned.

2.32 “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. As provided in Section 7, such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Committee.

2.33 “Plan” means the TIBCO Software Inc. 2008 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

2.34 “Restricted Stock” means an Award granted to a Participant pursuant to Section 7.

2.35 “Restricted Stock Unit” or “RSU” means an Award granted to a Participant pursuant to Section 8.

2.36 “Retirement” means, in the case of a Non-Employee Director or an Employee a Termination of Service occurring in accordance with a policy or policies established by the Company from time to time, provided, however that with respect to a Consultant, no Termination of Service shall be deemed to be on account of “Retirement.”

2.37 “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, and any future regulation amending, supplementing or superseding such regulation.

2.38 “Section 16 Person” means a person who, with respect to the Shares, is subject to Section 16 of the 1934 Act.

2.40 “Stock Appreciation Right” or “SAR” means an Award, granted alone or in connection with a related Option, that pursuant to Section 6 is designated as an SAR.

2.41 “Subsequent Option” shall have the meaning set forth in Section 5.8(iii).

2.42 “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company as the corporation at the top of the chain, but only if each of the corporations below the Company (other than the last corporation in the unbroken chain) then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.43 “Tax Obligations” means income tax and social insurance contribution, payroll tax, payment on account, or other tax-related withholding obligations and requirements in connection with the Awards, including, without limitation, (a) all federal, national, state, foreign and local taxes (including the Participant’s FICA obligation) that are required to be withheld by the Company or the employing Affiliate or Subsidiary, (b) the Participant’s and, to the extent required by the Company (or the employing Affiliate or Subsidiary), the Company’s (or the employing Affiliate or Subsidiary’s) fringe benefit tax liability, if any, associated with the grant, vesting, exercise or sale of Shares, and (c) any other Company (or employing Affiliate or Subsidiary) taxes the responsibility for which the Participant has agreed to bear with respect to such Award (including the exercise thereof or issuance of Shares thereunder).

2.44 “Termination of Service” means (a) in the case of an Employee, a cessation of the employee-employer relationship between the Employee and the Company or a Subsidiary or Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, Retirement, or the disaffiliation of a Subsidiary, but excluding any such termination where there is a simultaneous reemployment by the Company or a Subsidiary or Affiliate; (b) in the case of a Consultant, a cessation of the service relationship between the Consultant and the Company or a Subsidiary or Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, or the disaffiliation of a Subsidiary or Affiliate, but excluding any such termination where there is a simultaneous re-engagement of the consultant by the Company or a Subsidiary or Affiliate; and (c) in the case of a Non-Employee Director, a cessation of the Director’s service on the Board for any reason, including, but not by way of limitation, a termination by resignation, death, Disability, Retirement or non-reelection to the Board. For the purpose of administering the Plan, Termination of Service shall be deemed to occur when an Employee is no longer actively employed by the Company or a Subsidiary or Affiliate and will not be extended by any notice of termination period or leave period if the Employee is not actively rendering services during said period.

2.45 “TIBCO Prior Plans” means the Company’s 1996 Stock Option Plan, as amended and restated, and the Company’s 1998 Director Option Plan, as amended and restated.

3.2 Authority of the Committee. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees, Non-Employee Directors and Consultants shall be granted Awards, (b) prescribe the terms and conditions of the Awards, (c) interpret the Plan and the Awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees, Non-Employee Directors and Consultants who are foreign nationals or employed outside of the United States, (e) adopt rules and guidelines for the administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke any such rules and guidelines. Notwithstanding the preceding, the Committee shall not implement an Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any Annual or Special Meeting of Stockholders of the Company.

3.3 Delegation by the Committee. The Committee, on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or officers of the Company. Notwithstanding the foregoing, with respect to Awards that are intended to qualify as performance-based compensation under Section 162(m) of the Code, the Committee may not delegate its authority and powers with respect to such Awards if such delegation would cause the Awards to fail to so qualify. The Committee may delegate its authority and power under the Plan to one or more officers of the Company, subject to guidelines prescribed by the Committee, but only with respect to Participants who are not Section 16 Persons.

3.4 Decisions Binding. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

3.5 Restrictions and Legends. The Committee may impose such restrictions on any Shares delivered pursuant to the Plan as it may deem advisable, including, but not limited to, restrictions on transfer or restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, or any blue sky or state securities laws.

4.1 Number of Shares. Subject to adjustment as provided in Section 4.4, the total number of Shares available for issuance under the Plan shall not exceed 24,000,000. Awards granted under the TIBCO Prior Plans during the period commencing on April 17, 2008 and ending on July 31, 2008, shall be deducted from the total number of Shares available for issuance under the Plan.

4.2 Full Value Awards. Any Shares subject to Awards of Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards granted on or after the date of the Company’s 2010 Annual Meeting of Stockholders shall be counted against the numerical limits of Section 4.1 as 1.81 Shares for every one Share subject thereto. Further, if Shares acquired pursuant to any such Award granted on or after the date of the Company’s 2010 Annual Meeting of Stockholders are forfeited or repurchased by the Company and would otherwise return to the Plan pursuant to Section 4.3, 1.81 times the number of Shares so forfeited or repurchased shall return to the Plan and shall again become available for issuance.

4.3 Lapsed Awards. If an Award or an award under either of the TIBCO Prior Plans is settled in cash, or is cancelled, terminates, expires, or lapses for any reason, any Shares subject to such Award again shall be available to be the subject of an Award or award under the Plan. Shares withheld in satisfaction of Tax Obligations pursuant to Section 12.2 as well as the Shares that represent payment of the Exercise Price shall cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall not become available for future distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock or Restricted Stock Units or Other Stock-Based Awards are repurchased by the Company or are forfeited to the Company, such Shares shall become available for future grant under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment shall not result in a reduction of the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment provided in Section 4.4, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate Share number stated in Section 4.1, plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 4.3.

4.4 Adjustments in Awards and Authorized Shares. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust the number and class of Shares that may be delivered under the Plan, the number, class, and price of Shares (or other property or cash) subject to outstanding Awards, and the numerical limits of Sections 5.1, 6.1, 7.1, 8.1 and 9.2. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number.

5.1 Grant of Options. An Option represents the right to purchase a Share at an Exercise Price. Subject to the terms and provisions of the Plan, Options may be granted to Employees, Non-Employee Directors and Consultants at any time and from time to time as determined by the Committee. The Committee shall determine the number of Shares subject to each Award, provided that during any Fiscal Year, no Participant shall be granted Options (and/or SARs) covering more than a total of 2,000,000 Shares. Notwithstanding the foregoing, during the Fiscal Year in which a Participant first becomes an Employee, he or she may be granted Options (and/or SARs) to purchase up to a total of an additional 2,000,000 Shares. The Committee may grant Incentive Stock Options, Nonqualified Stock Options, or a combination thereof.

5.2 Award Agreement. All Options shall be evidenced by an Award Agreement that shall specify the Exercise Price, the date on which the Options will become exercisable, the expiration date of the Options, the number of Shares, any conditions to exercise the Options, and such other terms and conditions as the Committee shall determine. The Award Agreement shall also specify whether the Options are intended to be Incentive Stock Options or a Nonqualified Stock Options.

5.3.1 Nonqualified Stock Options. In the case of a Nonqualified Stock Option, the Exercise Price shall be determined by the Committee, but shall be not less than one hundred percent (100%) of the Fair Market Value on the Grant Date.

5.3.2 Incentive Stock Options. In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value on the Grant Date; provided, however, that if on the Grant Date, the Employee (together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code) owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the Exercise Price shall be not less than one hundred and ten percent (110%) of the Fair Market Value on the Grant Date.

5.3.3 Substitute Options. Notwithstanding the provisions of Section 5.3.2, in the event that the Company or a Subsidiary consummates a transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees or Consultants on account of such transaction may be granted Options in substitution for options granted by their former employer (or parent company or affiliated company of such former employer). If such substitute Options are granted, the Committee consistent with Section 424(a) of the Code, may determine that each such substitute Options shall have an Exercise Price less than one hundred percent (100%) of the Fair Market Value on the Grant Date.

5.4.1 Expiration Dates. Each Option shall terminate no later than the first to occur of the following events:

(a) The date for termination of the Option set forth in the written Award Agreement; or

5.4.2 Death of Participant. Notwithstanding Section 5.4.1, if a Participant dies prior to the expiration of his or her Options, the Committee may provide that his or her Options shall be exercisable for up to twelve (12) months after the date of death.

5.4.3 Committee Discretion. Subject to the seven and eight-year limits of Sections 5.4.1 and 5.4.2, the Committee (a) shall provide in each Award Agreement when each Option expires and becomes unexercisable, and (b) may, after an Option is granted, extend the maximum term of the Option (subject to Section 5.7.4 regarding Incentive Stock Options).

5.5 Exercisability of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine. After an Option is granted, the Committee may accelerate the exercisability of the Option.

5.6 Payment. Options shall be exercised by the Participant giving notice and following such procedures as the Company (or its designee) may specify from time to time. Exercise of an Option also requires that the Participant make arrangements satisfactory to the Company for full payment of the Exercise Price for the Shares. All exercise notices shall be given in the form and manner specified by the Company from time to time.

The Exercise Price shall be payable to the Company in full (a) in cash or its equivalent, or (b) subject to the terms of the applicable Award Agreement, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or (c) by any other means which the Committee determines to both provide legal consideration for the Shares and set forth in the applicable Award Agreement, and to be consistent with the purposes of the Plan.

5.7.1 Exercisability. The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all plans of the Company and its Subsidiaries) shall not exceed $100,000.

5.7.2 Termination of Service. No Incentive Stock Option may be exercised more than three (3) months after the Participant’s Termination of Service for any reason other than Disability or death, unless (a) the Participant dies during such three-month period, and/or (b) the Award Agreement or the Committee permits later exercise (in which case the Option instead may be deemed to be a Nonqualified Stock Option). No Incentive Stock Option may be exercised more than one (1) year after the Participant’s Termination of Service on account of Disability, unless (a) the Participant dies during such one-year period, and/or (b) the Award Agreement or the Committee permit later exercise (in which case the option instead may be deemed to be a Nonqualified Stock Option).

5.7.3 Employees Only. Incentive Stock Options may be granted only to persons who are employees of the Company or a Subsidiary on the Grant Date.

5.7.4 Expiration. No Incentive Stock Option may be exercised after the expiration of seven (7) years from the Grant Date; provided, however, that if the Option is granted to an Employee who, together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code, owns stock possessing more than 10% of the total combined voting power of all classes of the stock of the Company or any of its Subsidiaries, the Option may not be exercised after the expiration of five (5) years from the Grant Date.

6.1 Grant of SARs. A SAR represents the right with respect to a Share to receive a payment, in cash, Shares, or both (as determined by the Committee), with a value equal to the excess of Fair Market Value on the date of exercise (or, if so specified in the Award Agreement, on the date immediately preceding the date of exercise) over the Award’s Grant Price. Subject to the terms and conditions of the Plan, a SAR may be granted to Employees, Non-Employee Directors and Consultants at any time and from time to time as shall be determined by the Committee.

6.1.1 Number of Shares. The Committee shall determine the number of SARs, if any, granted to any Participant, provided that during any Fiscal Year, no Participant shall be granted SARs (and/or Options) covering more than a total of 2,000,000 Shares. Notwithstanding the foregoing, during the Fiscal Year in which a Participant first becomes an Employee, he or she may be granted SARs (and/or Options) covering up to a total of an additional 2,000,000 Shares.

6.1.2 Exercise Price and Other Terms. The Committee, subject to the provisions of the Plan, shall determine the terms and conditions of SARs granted under the Plan. The Exercise Price of each SAR shall be determined by the Committee but shall not be less than one hundred percent (100%) of the Fair Market Value on the Grant Date. After a SAR is granted, the Committee may accelerate the exercisability of the SAR.

6.2 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Committee shall determine.

6.3 Expiration of SARs. A SAR granted under the Plan shall expire upon the date determined by the Committee and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 5.4 also shall apply to SARs.

7.1 Grant of Restricted Stock. Restricted Stock are Shares that are awarded to a Participant and that during the Restricted Period are forfeitable to the Company upon such conditions as set forth in the applicable Award Agreement. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Employees, Non-Employee Directors and Consultants as the Committee shall determine. The Committee shall determine the number of Shares, if any, to be granted to each Participant, provided that during any Fiscal Year, no Participant shall receive more than a total of 700,000 Shares of Restricted Stock (and/or Restricted Stock Units). Notwithstanding the foregoing, during the Fiscal Year in which a Participant first becomes an Employee, he or she may be granted up to a total of an additional 700,000 Shares of Restricted Stock (and/or Restricted Stock Units).

7.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee shall determine. After an Award of Restricted Stock has been made, the Committee may waive all or any part of the applicable Period of Restriction.

7.3 Other Restrictions. The Committee may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate, in accordance with this Section 7.3.

7.3.1 General Restrictions. The Committee may set restrictions based upon continued employment or service with the Company and its Subsidiaries, the achievement of specific performance objectives (Company-wide, departmental, or individual), applicable federal or state securities laws, or any other basis determined by the Committee.

7.3.2 Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock as “performance-based compensation” under Section 162(m) of the Code, the Committee may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Restricted Stock to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock under Section 162(m) of the Code (e.g., in determining the Performance Goals).

7.4 Voting Rights. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Committee determines otherwise.

7.5 Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. Any such dividends or distribution shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, unless otherwise provided in the Award Agreement. The Company may require such dividends or other distributions be deposited with the Company until such time as the restrictions on transferability of the corresponding Shares of Restricted Stock lapse.

8.1 Grant of RSUs. Restricted Stock Units represent the right to receive Shares, cash, or both (as determined by the Committee) upon satisfaction of such conditions as set forth in the applicable Award agreement. Restricted Stock Units may be granted to Employees, Non-Employee Directors and Consultants at any time and from time to time, as shall be determined by the Committee. The Committee shall determine the number of Restricted Stock Units, if any, granted to each Participant, provided that during any Fiscal Year, no Participant shall be granted more than a total of 700,000 Restricted Stock Units (and/or Shares of Restricted Stock). Notwithstanding the foregoing, during the Fiscal Year in which a Participant first becomes an Employee, he or she may be granted up to a total of an additional 700,000 Restricted Stock Units (and/or Shares of Restricted Stock).

8.2 RSU Agreement. Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify any vesting conditions and/or performance objectives, the number of Restricted Stock Units granted, and such other terms and conditions as the Committee shall determine. After an Award of Restricted Stock Units has been granted, the Committee may waive any vesting or performance conditions. Except as provided in the applicable Award agreement, a Participant shall have with respect to such Restricted Stock Units none of the rights of a holder of Shares unless and until Shares are actually delivered in satisfaction of such Restricted Stock Units.

8.3 Section 162(m) Performance Objectives. For purposes of qualifying grants of Restricted Stock Units as “performance-based compensation” under Section 162(m) of the Code, the Committee may determine that the performance objectives applicable to Restricted Stock Units shall be based on the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the latest date permissible to enable the Restricted Stock Units to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Restricted Stock Units that are intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock Units under Section 162(m) of the Code (e.g., in determining the Performance Goals).

9.1 Grant of Other Stock-Based or Cash-Based Awards. The Committee is authorized to grant Awards to Participants in the form of Other Stock-Based Awards or Other Cash-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including the Performance Goals and Performance Periods. Shares or other securities or property delivered pursuant to an Award in the nature of a purchase right granted under this Section 9.1 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, Shares, other Awards, or other property, as the Committee shall determine, subject to any required corporate action.

9.2 General Restrictions. With respect to a Participant, (i) the maximum value of the Other Cash-Based Awards that may be granted to any Participant during any Fiscal Year is $10,000,000, and (ii) the maximum number of Shares that any Participant may be granted during any Fiscal Year with respect to Other Stock-Based Awards is 2,000,000 Shares. No payment shall be made to a Covered Employee prior to the certification by the Committee that the Performance Goals have been attained. The Committee may establish such other rules applicable to the Other Stock- or Cash-Based Awards to the extent not inconsistent with Section 162(m) of the Code. Payments earned in respect of any Cash-Based Award may be decreased or, with respect to any grantee who is not a Covered Employee, increased by the Committee based on such factors as the Committee deems appropriate.

10.1 Impact of Change of Control on Options, SARs, Restricted Stock Awards, Restricted Stock Unit Awards and Other Stock-Based Awards. Notwithstanding any other provision of the Plan, the terms of any Award of Options, SARs, Restricted Stock, RSUs and Other Stock-Based Awards may provide in the Award Agreement evidencing the Award that, upon a Change of Control, in the event that Awards of Options, SARs, Restricted Stock, RSUs and Other Stock-Based Awards are not assumed by the successor corporation or its parent or a subsidiary, (a) Options and Stock Appreciation Rights outstanding as of the date of the Change of Control shall become exercisable in full or part, (b) restrictions and deferral limitations on Restricted Stock Awards and Restricted Stock Unit Awards lapse and the Restricted Stock Awards and Restricted Stock Unit Awards become free of all restrictions and limitations and become vested, and (c) the restrictions and deferral limitations and other conditions applicable to any Other Stock-Based Awards or any other Awards shall lapse, and such Other Stock-Based Awards or such other Awards shall become free of all restrictions, limitations or conditions and become fully vested in full or part and transferable to the full extent of the original grant, subject in each case to any terms and conditions contained in the Award Agreement evidencing such Award, including but not limited to a condition that such treatment will apply only if the Participant remains employed on the effective date of the Change of Control or has incurred an involuntary termination of employment without cause on account of the Change of Control, as determined by the Committee in its sole discretion, within a period of up to 3 months prior to the effective date of the Change of Control. Notwithstanding any other provision of the Plan, the Committee, in its discretion, may determine that, upon the occurrence of a Change of Control, each Option and SAR outstanding shall terminate within a specified number of days after notice to the Participant, and such Participant shall receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value immediately prior to the occurrence of such Change of Control over the exercise price per share of such Option and/or SAR; such amount to be payable in cash, in one or more kinds of stock or property (including the stock or property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.

10.2 Impact of Change of Control on Other Cash-Based Awards. Notwithstanding any other provision of the Plan, the terms of any Other Cash-Based Award may provide in the Award Agreement evidencing the Award that, upon a Change of Control, in the event that the Other Cash-Based Awards are not assumed by the successor corporation or its parent or a subsidiary, (a) a pro rata portion of the Other Cash-Based Awards shall be considered to be earned and payable based on the portion of the Other Cash-Based Award Performance Period completed as of the date of the Change of Control and based on performance to such date, or if performance to such date is not determinable, based on target performance.

10.3 Assumption of Options, SARs, Restricted Stock Awards, Restricted Stock Unit Awards, and Other Stock-Based Awards Upon Change of Control. In the event of a Change of Control, the successor company may assume or substitute for an Option, SAR, Restricted Stock Award, Restricted Stock Unit Award, or Other Stock-Based Award. For the purposes of this Section 10.3, an Award of Option, SARs, Restricted Stock, RSUs, or Other Stock-Based Award shall be considered assumed or substituted for if following the Change of Control the

award confers the right to purchase or receive, for each Share subject to the Option, SAR, Restricted Stock Award, Restricted Stock Unit Award, or Other Stock-Based Award immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change of Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, or Other Stock-Based Award, for each Share subject thereto, will be solely common stock of the successor company substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. Notwithstanding the foregoing, on such terms and conditions as may be set forth in an Award Agreement, in the event of an involuntary termination of a Participant’s employment without cause in such successor company within 24 months of the date of a Change of Control, each Award held by such Participant at the time of the Change of Control shall be accelerated as described in Section 10.1.

10.4 Deferrals. The Committee may permit a Participant to defer receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant under an Award. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee.

10.5 No Effect on Employment or Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company or a Subsidiary to terminate any Participant’s employment or service at any time, with or without cause, subject to compliance with local law. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Subsidiaries (or between Subsidiaries) shall not be deemed a Termination of Service.

10.6 Cancellation and Rescission of Awards. The following provisions of this Section 10.6 shall apply to Awards granted to individuals who are, were or become Section 16 Persons. The Committee or the Board may cancel, rescind, forfeit, suspend or otherwise limit or restrict any unexpired Award at any time if the Section 16 Person engages in “Detrimental Activity” (as defined below). Furthermore, in the event a Section 16 Person engages in Detrimental Activity at any time prior to or during the six months after any exercise of an Award, lapse of a restriction under an Award or delivery of Common Stock pursuant to an Award, such exercise, lapse or delivery may be rescinded until the later of (i) two years after such exercise, lapse or delivery or (ii) two years after such Detrimental Activity. Upon such rescission, the Company at its sole option may require the Section 16 Person to (i) deliver and transfer to the Company the shares of Stock received by the Section 16 Person upon such exercise, lapse or delivery, (ii) pay to the Company an amount equal to any realized gain received by the Section 16 Person from such exercise, lapse or delivery, (iii) pay to the Company an amount equal to the market price (as of the exercise, lapse or delivery date) of the Stock acquired upon such exercise, lapse or delivery minus the respective price paid upon exercise, lapse or delivery, if applicable or (iv) pay the Company an amount equal to any cash awarded with respect to an Award. The Company shall be entitled to set-off any such amount owed to the Company against any amount owed to the Section 16 Person by the Company. As used in this Section 10.6, “Detrimental Activity” shall include: (i) the failure to comply with any term set forth in the Company’s Employment Agreement; (ii) any activity that results in termination of the Section 16 Officer’s employment for Cause; or (iii) the Section 16 Person being convicted of, or entering a guilty plea with respect to a crime connected with the Company.

10.7 Participation. No Employee or Consultant shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

10.8 Successors. All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

10.9 Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant’s estate.

10.10 Limited Transferability of Awards. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, to a Participant’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights or to the limited extent provided in this Section 10.10. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant. Notwithstanding the foregoing, the Participant may, in a manner specified by the Committee, if the Committee so permits, transfer an Award by bona fide gift and not for any consideration, to (i) a member or members of the Participant’s immediate family, (ii) a trust established for the exclusive benefit of the Participant and/or member(s) of the Participant’s immediate family, (iii) a partnership, limited liability company or other entity whose only partners or members are the Participant and/or member(s) of the Participant’s immediate family, or (iv) a foundation in which the Participant and/or member(s) of the Participant’s immediate family control the management of the foundation’s assets. Any such transfer shall be made in accordance with such procedures as the Committee may specify from time to time.

10.11 No Rights as Stockholder. Except to the limited extent provided in Sections 7.4 and 7.5, no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary).

11.1 Amendment, Suspension, or Termination. The Board may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension, or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan.

11.2 Duration of the Plan. The Plan shall be effective as of August 1, 2008, and, subject to Section 11.1, shall remain in effect thereafter. However, without further stockholder approval, no Incentive Stock Option may be granted under the Plan after August 1, 2018.

12.1 Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant

to remit to the Company, an amount sufficient to satisfy federal, national, foreign, state, and local taxes (including the Participant’s FICA, income tax, national insurance, social insurance, payment on account, payroll taxes or other tax-related withholding or similar insurance or tax obligations) required to be withheld with respect to such Award (or exercise thereof).

12.2 Withholding Arrangements. The Committee, pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy his or her Tax Obligations, in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld or remitted. The amount of the Tax Obligations shall be deemed to include any amount which the Committee agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant or the Company, as applicable, with respect to the Award on the date that the amount of tax or social insurance liability to be withheld or remitted is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the Tax Obligations are required to be withheld or remitted, or (c) by any other procedures set forth in the applicable Award Agreement.

13.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

13.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

13.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

13.4 Securities Law Compliance. With respect to Section 16 Persons, transactions under this Plan are intended to qualify for the exemption provided by Rule 16b-3. To the extent any provision of the Plan, Award Agreement or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable or appropriate by the Committee.

13.5 Code Section 409A. Unless otherwise specifically determined by the Committee, the Committee shall comply with Code Section 409A in establishing the rules and procedures applicable to deferrals in accordance with Section 10.4 and taking or permitting such other actions under the terms of the Plan that otherwise would result in a deferral of compensation subject to Code Section 409A.

13.6 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware (with the exception of its conflict of laws provisions).

13.7 Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on April 22, 2010.

• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call.

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X • Follow the instructions provided by the recorded message.

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

A Proposals — Proposal The Board of Directors unanimously recommends a vote “FOR” the listed nominees and “FOR” both Proposal 2 and

1. Election of these director nominees, each to serve until TIBCO Software Inc.’s next annual meeting of stockholders or until their successors are duly elected and qualified.

2. Approval of the amendment and restatement to TIBCO Software Inc.’s 2008 Equity Incentive Plan.

3. Ratification of the appointment of PricewaterhouseCoopers LLP as TIBCO Software Inc.’s independent auditors for the fiscal year ending November 30, 2010.

In other their business discretion, that the may Proxies properly are come authorized before to the vote meeting or otherwise or any represent postponement the shares or adjournment on any and thereof all such .

C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

guardians, Please sign attorneys exactly as and your corporate name appears officers should on your insert stock their certificate titles. . If the stock is held by joint tenants or as community property, both holders must sign. Executors, administrators, trustees,

Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

The undersigned stockholder of TIBCO Software Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 8, 2010, and hereby appoints Vivek Y. Ranadivé and Sydney L. Carey, and each of them, proxies, with full power of substitution, to represent the undersigned and to vote as designated on the reverse side all shares of common stock of TIBCO Software Inc. that the undersigned is entitled to vote at the 2010 Annual Meeting of Stockholders of TIBCO Software Inc. to be held on April 22, 2010 at 10:00 a.m., Pacific time, at the headquarters of TIBCO Software Inc. located at 3303 Hillview Avenue, Palo Alto, CA 94304, and at any adjournment or postponement thereof. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXIES DEEM ADVISABLE.


By Telephone:		Call the toll-free number indicated on the enclosed proxy and follow the recorded instructions.

By Internet:		Go to the website indicated on the enclosed proxy and follow the instructions provided.

By Mail:		Mark your vote, date, sign and return the enclosed proxy in the postage-paid return envelope provided.


	Audit		Compensation		Nominating & Governance
Number of Meetings Held in Fiscal Year 2009	7		6		3
Nanci E. Caldwell			1	¹
Eric C.W. Dunn	7	*²
Naren K. Gupta	7		5	³	3
Peter J. Job			6		3	*
Philip K. Wood	7	⁴	6	*⁵


Name	Fees Earned or Paid in Cash			Stock Awards¹		Option Awards²		All Other Compensation³		Total
Nanci E. Caldwell⁴	$	32,936			—	$	280,560		—	$	313,496

Eric C. W. Dunn	$	66,950		$	124,800		—		—	$	171,750

Narendra K. Gupta	$	74,951		$	124,800		—		—	$	199,751

Peter J. Job	$	89,626	⁵	$	124,800		—	$	1,500	$	215,926

Philip K. Wood	$	82,263		$	124,800		—	$	3,200	$	210,263


Name of Individual or Group	Number of Performance Awards Granted on February 26, 2010	Fair Market Value of Shares at Grant Date Subject to Performance Awards Granted
Vivek Y. Ranadivé	600,000	$	5,502,000
Murray D. Rode	300,000	$	2,751,000
Sydney Carey	275,000	$	2,521,000
Thomas Laffey	275,000	$	2,521,000
Murat Sonmez	300,000	$	2,751,000
All executive officers, as a group	2,300,000	$	21,091,000
All directors who are not executive officers, as a group	0	$	0
All employees who are not executive officers, as a group	0	$	0


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders	31,476,784	$	8.51	21,628,241	⁽²⁾
Equity compensation plans not approved by security holders⁽¹⁾	142,261	$	10.78	891,494

Total	31,619,045	$	8.52	22,519,735


		Page
Proxy Statement for 2010 Annual Meeting of Stockholders		1
Board of Directors		4
General		4
Director Independence and Presiding Director		4
Corporate Governance		4
Relationships Among Directors, Executive Officers and Director Nominees		4
Stockholder Communication with the Board		4
Related Party Transactions Policy and Procedure		5
Compensation Committee Interlocks and Insider Participation		5
Board Committees		5
Director Nomination Process		6
Proposal One: Election of Directors		9
Nominees		9
Director Compensation		10
Fiscal Year 2009 Director Compensation		11
Proposal Two: Approval of an Amendment and Restatement of the 2008 Equity Incentive Plan		12
Report of The Audit Committee		21
Proposal Three: Ratification of Appointment of Independent Auditors		22
Fees Paid to the Independent Auditors		22
Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Auditors		22
Security Ownership of Certain Beneficial Owners and Management		24
Compensation Discussion and Analysis		26
Compensation Committee Responsibilities and Authority		26
Compensation Philosophy and Objectives		26
Roles of the Compensation Committee, the Chief Executive Officer and the Compensation Consultant		27
Peer Group Selection		28
Components of Executive Compensation		28
Fiscal Year 2008 Executive Compensation Decisions		32
Compensation Policies and Practices		35
Conclusion		37
Compensation Committee Report		38
Executive Compensation		39
Summary Compensation Table		39
Grants of Plan-Based Awards in Fiscal Year 2009		41
Outstanding Equity Awards at Fiscal Year-End 2009		42
Option Exercises and Stock Vested at Fiscal Year-End 2009		45
Severance and Change in Control Arrangements		45
Other Matters		50
Section 16(a) Beneficial Ownership Reporting Compliance		50
Delivery of Documents to Stockholders Sharing an Address		50
Stockholder Proposals to be Presented at Next Annual Meeting		50
Transaction of Other Business		50


	Fiscal Year 2009		Fiscal Year 2008
Audit Fees	$	2,610,000	$	2,556,000
Audit-Related Fees		220,000		89,000
Tax Fees		589,000		628,000
All Other Fees		14,000		20,000

Total	$	3,433,000	$	3,293,000


Name	Shares of Common Stock Owned Directly or Indirectly¹	Shares Underlying Options Exercisable²	Total Shares Beneficially Owned	Percentage Ownership³
Five Percent Stockholders:
Blackrock, Inc.⁴	12,880,065	—	12,880,065	7.23	%
FMR LLC⁵	9,974,120	—	9,974,120	5.69	%
Directors and Executive Officers:
Vivek Y. Ranadivé⁶	6,779,574	9,770,955	16,550,529	9.10	%
Nanci E. Caldwell	—	—	—	*
Eric C.W. Dunn	23,000	220,001	243,001	*
Narendra K. Gupta⁷	28,063	300,001	328,064	*
Peter J. Job	23,578	290,001	313,579	*
Philip K. Wood	20,000	260,001	280,001	*
Sydney Carey⁸	63,520	291,885	355,405	*
Thomas Laffey⁹	106,266	350,177	456,443	*
Murray D. Rode¹⁰	222,585	680,615	903,200	*
Murat Sonmez¹¹	84,427	336,635	421,062	*
All current directors and executive officers as a group (thirteen persons)¹²	7,542,159	12,831,103	20,373,262	10.97	%


Akamai Technologies, Inc.	Nuance Communications, Inc.	Solera Holdings, Inc.
Ariba, Inc.	Parametric Technology Corporation	Sybase Inc.
Citrix Systems Inc.	Progress Software Corporation	Synopsys Inc.
Informatica Corporation	Quest Software Inc.	THQ Inc.
Lawson Software, Inc.	Red Hat, Inc.	VMWare, Inc.
McAfee, Inc.	salesforce.com	Wind River Systems Inc.


	Mr. Ranadivé		Mr. Rode		Ms. Carey		Mr. Laffey		Mr. Sonmez
Target Payment Under the 2009 EICP	$	488,750	$	262,808	$	228,000	$	240,282	$	270,317
Actual Fiscal Year 2009 Annual Incentive Award Payment	$	488,750	$	270,169	$	233,987	$	246,753	$	277,974


Position		Number of Shares Required to Own
Chief Executive Officer		250,000
Executive Vice President		50,000
Non-employee Director		25,000


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compens- ation ($)		Total ($)
Vivek Y. Ranadivé Chief Executive Officer and Chairman of the Board	2009 2008 2007	488,750 567,812 500,000	— — —		852,129 457,625 91,182	2,255,955 2,204,301 2,185,997	488,750 233,623 50,000	19,342 21,218 19,723	¹	4,104,926 3,484,579 2,846,902

Murray D. Rode² Executive Vice President, Chief Operating Officer	2009 2008 2007	345,800 355,483 344,000	— — —		392,631 262,994 65,115	260,002 244,044 254,997	270,169 146,273 35,000	10,438 10,431 10,354	³	1,279,040 1,019,225 709,466

Sydney Carey⁴ Executive Vice President, Chief Financial Officer	2009	298,579	—		241,995	102,337	233,987	23,250	⁵	900,149

Thomas Laffey Executive Vice President, Products and Technology	2009 2008 2007	316,160 325,013 303,000	— — —		343,910 221,523 45,280	219,566 193,916 196,188	246,753 133,736 32,000	10,000 10,000 10,000	⁶	1,136,390 884,188 586,468

Murat Sonmez Executive Vice President, Global Field Operations	2009 2008 2007	355,416 365,640 332,033	— 150,000 —	⁷	331,284 207,002 40,799	260,002 232,197 197,177	277,974 150,453 36,000	30,039 21,101 28,084	⁸	1,254,715 1,126,393 634,093


Name	Type of Plan/Award	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards¹							All Other Stock Awards: Number of Shares of Stock	All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards		Grant Date Fair Value²
Name	Type of Plan/Award	Grant Date		Threshold		Target			Maximum		All Other Stock Awards: Number of Shares of Stock		Exercise or Base Price of Option Awards		Grant Date Fair Value²
Vivek Y. Ranadivé	EICP			$	97,750	$	488,750	³	$	635,375
	Restricted Stock Units	2/13/2009	⁴								250,000				$	1,382,500
	Stock Option	4/24/2009										250,000	$	6.94	$	839,700

Murray D. Rode	EICP			$	55,328	$	262,808		$	359,632
	Restricted Stock Units	2/13/2009	⁴								65,000				$	359,450
	Stock Option	4/24/2009										50,000	$	6.94	$	167,940

Sydney Carey	EICP			$	48,000	$	228,000		$	312,000
	Restricted Stock Units	2/13/2009	⁴								50,000				$	276,500
	Stock Option	4/24/2009										50,000	$	6.94	$	167,940

Thomas Laffey	EICP			$	50,586	$	240,282		$	328,806
	Restricted Stock Units	2/13/2009	⁴								60,000				$	331,800
	Stock Option	4/24/2009										50,000	$	6.94	$	167,940

Murat Sonmez	EICP			$	56,909	$	270,317		$	369,907
	Restricted Stock Units	2/13/2009	⁴								65,000				$	359,450
	Stock Option	4/24/2009										50,000	$	6.94	$	167,940


	Grant Date	Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable¹	Option Exercise Price		Option Expiration Date	Number of Shares of Stock or Units That Have Not Vested		Market Value of Shares of Stock or Units That Have Not Vested
Vivek Y. Ranadivé	11/21/2001	2,250,000		$	11.57	11/21/2011
	12/3/2001	2,250,000		$	11.97	12/3/2011
	12/4/2002	500,000		$	6.29	12/4/2012
	3/19/2003	434,496		$	4.58	3/19/2013
	12/3/2003	500,000		$	5.99	12/3/2013
	5/7/2004	1,000,000		$	7.30	5/7/2014
	5/13/2005	1,000,000		$	6.63	5/13/2015
	8/11/2006	731,250	168,750	$	7.30	8/11/2013
	7/3/2007	525,000	375,000	$	8.99	7/3/2014
	5/6/2008	262,500	437,500	$	7.83	5/6/2015
	4/24/2009	36,458	213,542	$	6.94	4/24/2016
	8/11/2006						8,333	²	$	71,664
	5/18/2007						16,500	³	$	141,900
	1/23/2008						75,000	⁴	$	645,000
	5/6/2008						75,000	⁵	$	645,000
	2/13/2009						250,000	⁶	$	2,150,000


	Termination Without Cause or Resignation for Good Reason without Change in Control		Termination Without Cause or Resignation for Good Reason within 12 Months of a Change in Control^{1, 2}		Termination Without Cause or Resignation for Good Reason 12 Months after a Change in Control^2,3		Change in Control Without Termination
Base Salary
Vivek Y. Ranadivé	$	575,000	$	1,150,000	$	575,000		—
Murray D. Rode		—	$	345,800	$	345,800		—
Sydney Carey		—	$	300,000	$	300,000		—
Thomas Laffey		—	$	316,160	$	316,160		—
Murat Sonmez		—	$	355,680	$	355,680		—

Annual Cash Incentives
Vivek Y. Ranadivé	$	233,623	$	722,373	$	575,000		—
Murray D. Rode		—	$	262,808	$	262,808		—
Sydney Carey		—	$	228,000	$	228,000		—
Thomas Laffey		—	$	240,282	$	240,282		—
Murat Sonmez		—	$	270,317	$	270,317		—

Health Coverage
Vivek Y. Ranadivé	$	23,424	$	46,848	$	23,424		—
Murray D. Rode		—	$	24,048	$	24,048		—
Sydney Carey		—	$	24,048	$	24,048		—
Thomas Laffey		—	$	24,048	$	24,048		—
Murat Sonmez		—	$	24,048	$	24,048		—

Acceleration of Equity Awards
Vivek Y. Ranadivé	$	1,567,989	$	4,564,294	$	3,156,727	$	1,209,921
Murray D. Rode		—	$	1,172,707	$	852,455	$	366,344
Sydney Carey		—	$	766,516	$	581,743	$	225,812
Thomas Laffey		—	$	1,037,951	$	741,786	$	321,355
Murat Sonmez		—	$	1,095,668	$	823,791	$	337,680

Total
Vivek Y. Ranadivé	$	2,400,036	$	6,483,515	$	4,330,151	$	1,209,921
Murray D. Rode		—	$	1,805,363	$	1,485,111	$	366,344
Sydney Carey		—	$	1,318,564	$	1,133,791	$	225,812
Thomas Laffey		—	$	1,618,440	$	1,322,276	$	321,355
Murat Sonmez		—	$	1,745,713	$	1,473,836	$	337,680


		Page
SECTION 1 BACKGROUND AND PURPOSE		A-1
1.1	Background and Effective Date	A-1
1.2	Purpose of the Plan	A-1

SECTION 2 DEFINITIONS		A-1
2.1	“1934 Act”	A-1
2.2	“Affiliate”	A-1
2.3	“Award”	A-1
2.4	“Award Agreement”	A-1
2.5	“Board”	A-1
2.6	“Cause”	A-1
2.7	“Change of Control”	A-1
2.8	“Code”	A-2
2.9	“Committee”	A-2
2.10	“Company”	A-2
2.11	“Consultant”	A-2
2.12	“Covered Employee”	A-2
2.13	“Director”	A-2
2.14	“Disability”	A-2
2.15	“Employee”	A-2
2.16	“Exchange Program”	A-2
2.17	“Exercise Price”	A-2
2.18	“Fair Market Value”	A-2
2.19	“First Option”	A-2
2.20	“Fiscal Year”	A-2
2.21	“Grant Date”	A-3
2.22	“Incentive Stock Option”	A-3
2.23	“Inside Director”	A-3
2.24	“Non-Employee Director”	A-3
2.25	“Nonqualified Stock Option”	A-3
2.26	“Option”	A-3
2.27	“Other Cash-Based Award”	A-3
2.28	“Other Stock-Based Award”	A-3
2.29	“Participant”	A-3
2.30	“Performance Goals”	A-3
2.31	“Performance Period”	A-4
2.32	“Period of Restriction”	A-4
2.33	“Plan”	A-4
2.34	“Restricted Stock”	A-4
2.35	“Restricted Stock Unit” or “RSU”	A-4
2.36	“Retirement”	A-4
2.37	“Rule 16b-3”	A-4
2.38	“Section 16 Person”	A-4
2.39	“Shares”	A-4
2.40	“Stock Appreciation Right” or “SAR”	A-4
2.41	“Subsequent Option”	A-4
2.42	“Subsidiary”	A-4
2.43	“Tax Obligations”	A-5
2.44	“Termination of Service”	A-5
2.45	“TIBCO Prior Plans”	A-5


		Page
SECTION 3 ADMINISTRATION		A-5
3.1	The Committee	A-5
3.2	Authority of the Committee	A-5
3.3	Delegation by the Committee	A-5
3.4	Decisions Binding	A-6
3.5	Restrictions and Legends	A-6

SECTION 4 SHARES SUBJECT TO THE PLAN		A-6
4.1	Number of Shares	A-6
4.2	Full Value Awards	A-6
4.3	Lapsed Awards	A-6
4.4	Adjustments in Awards and Authorized Shares	A-6

SECTION 5 STOCK OPTIONS		A-7
5.1	Grant of Options	A-7
5.2	Award Agreement	A-7
5.3	Exercise Price	A-7
5.4	Expiration of Options	A-7
5.5	Exercisability of Options	A-8
5.6	Payment	A-8
5.7	Certain Additional Provisions for Incentive Stock Options	A-8

SECTION 6 STOCK APPRECIATION RIGHTS		A-8
6.1	Grant of SARs	A-8
6.2	SAR Agreement	A-9
6.3	Expiration of SARs	A-9

SECTION 7 RESTRICTED STOCK		A-9
7.1	Grant of Restricted Stock	A-9
7.2	Restricted Stock Agreement	A-9
7.3	Other Restrictions	A-9
7.4	Voting Rights	A-9
7.5	Dividends and Other Distributions	A-10

SECTION 8 RESTRICTED STOCK UNITS		A-10
8.1	Grant of RSUs	A-10
8.2	RSU Agreement	A-10
8.3	Section 162(m) Performance Objectives	A-10

SECTION 9 OTHER STOCK-BASED OR CASH-BASED AWARDS		A-10
9.1	Grant of Other Stock-Based or Cash-Based Awards	A-10
9.2	General Restrictions	A-11

SECTION 10 GENERAL PROVISIONS		A-11
10.1	Impact of Change of Control on Options, SARs, Restricted Stock Awards, Restricted Stock Unit Awards and Other Stock-Based Awards	A-11
10.2	Impact of Change of Control on Other Cash-Based Awards	A-11
10.3	Assumption of Options, SARs, Restricted Stock Awards, Restricted Stock Unit Awards, and Other Stock-Based Awards Upon Change of Control	A-11
10.4	Deferrals	A-12
10.5	No Effect on Employment or Service	A-12
10.6	Cancellation and Rescission of Awards	A-12


		Page
10.7	Participation	A-12
10.8	Successors	A-13
10.9	Beneficiary Designations	A-13
10.10	Limited Transferability of Awards	A-13
10.11	No Rights as Stockholder	A-13

SECTION 11 AMENDMENT, TERMINATION, AND DURATION		A-13
11.1	Amendment, Suspension, or Termination	A-13
11.2	Duration of the Plan	A-13

SECTION 12 TAX WITHHOLDING		A-13
12.1	Withholding Requirements	A-13
12.2	Withholding Arrangements	A-14

SECTION 13 LEGAL CONSTRUCTION		A-14
13.1	Gender and Number	A-14
13.2	Severability	A-14
13.3	Requirements of Law	A-14
13.4	Securities Law Compliance	A-14
13.5	Code Section 409A	A-14
13.6	Governing Law	A-14
13.7	Captions	A-14