TIBCO Software (TIBX)

2008 EMPLOYEE STOCK PURCHASE PLAN

On February 27, 2008, the Board of Directors adopted the 2008 Employee Stock Purchase Plan (the “2008 ESPP”), subject to approval of the Company’s stockholders. A copy of the 2008 ESPP is attached as Exhibit B to this Proxy Statement. If approved by the Company’s stockholders, the 2008 ESPP will replace employee stock purchase provisions of the 1996 Plan on August 1, 2008, following the completion of our current offering period. If stockholders do not approve the 2008 ESPP, the 1996 Plan will remain in effect. However, TIBCO’s ability to include an employee stock purchase plan as part of our employees’ total compensation package will be limited following the expiration of the 1996 Plan.

The 2008 ESPP provides for the issuance of ten million (10,000,000) shares of common stock. No purchase of common stock will be made under the 2008 ESPP unless and until it is approved by stockholders.

During the fiscal year ended November 30, 2007, shares of common stock were purchased in the amounts and at the prices per share under the 1996 Plan as follows: all current executive officers as a group, 2,655 shares at an average purchase price of $7.40, and all employees (excluding executive officers) as a group, 395,406 shares at an average purchase price of $7.40. Two offerings were completed under the employee stock purchase provisions of the 1996 Plan in fiscal year 2007.