TIBCO Software (TIBX)

Employment Agreements

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 benefit plan continuation; (ii) a lump sum payment equal to his actual annual incentive award received for the

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fiscal year immediately preceding the fiscal year in which the termination occurs; and (iii) twelve months of accelerated vesting of his equity awards that were (x) granted prior to November 30, 2004 and are “underwater” and (y) granted on or after November 30, 2004. 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 Company-paid coverage under the Company’s 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; (iii) twenty-four months of accelerated vesting of his equity awards that were (x) granted prior to November 30, 2004 and are “underwater” as of such date and (y) granted on or after November 30, 2004; and (iv) a Section 280G gross-up. In addition, Mr. Ranadivé will have eighteen months to exercise any equity awards that have accelerated vesting described in the preceding sentence.

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.

Employment Agreements

Vivek Ranadivé is a party to an employment agreement with us which provides that if Mr. Ranadivé’s employment is terminated by TIBCO without cause he will receive (i) twelve months of base salary and benefit plan continuation; (ii) a lump sum payment equal to his actual bonus 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 that were (x) granted prior to November 30, 2004 and are “underwater” and (y) granted on or after November 30, 2004. Generally, cause means a willful failure to perform or breach of fiduciary duty involving material injury to TIBCO, an act of dishonesty or fraud intended to be self-serving or a felony conviction. If Mr. Ranadivé’s employment is terminated within three months prior to or up to twelve months following a change of control and without cause, he will receive (i) twenty-four months of base salary and benefit plan continuation; (ii) a lump-sum payment equal to two times the average of his actual bonus for the two fiscal years immediately preceding the fiscal year in which the change of control occurs; (iii) twenty-four months of accelerated vesting of his equity awards that were (x) granted prior to November 30, 2004 and are “underwater” and (y) granted on or after November 30, 2004; and (iv) a Section 280G gross-up. Further details of Mr. Ranadivé’s compensation set forth in his employment agreement are set forth in the Report of the Compensation Committee of the Board of Directors. The terms of the agreement were reviewed and approved by the Compensation Committee.

Each of our 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.

Employment Agreements

Vivek Ranadivé is a party to an employment agreement with us which provides that if Mr. Ranadivé’s employment is terminated by TIBCO without cause he will receive (i) twelve months of base salary and benefit plan continuation; (ii) a lump sum payment equal to his actual bonus received for the fiscal year immediately preceding the fiscal year in which the termination occurs; and (iii) twelve months of accelerated vesting of his stock options that were (x) granted prior to November 30, 2004 and are “underwater” and (y) granted on or after November 30, 2004, and the opportunity to exercise such vested options during that period. Generally, cause means a willful failure to perform or breach of fiduciary duty involving material injury to TIBCO, an act of dishonesty or fraud intended to be self-serving or a felony conviction. If Mr. Ranadivé’s employment is terminated within three months prior to or up to twelve months following a change of control and without cause, he will receive (i) twenty-four months of base salary and benefit plan continuation; (ii) a lump-sum payment equal to two times the average of his actual bonus for the two fiscal years immediately preceding the fiscal year in which the change of control occurs; (iii) twenty-four months of accelerated vesting of his stock options that were (x) granted prior to November 30, 2004 and are “underwater” and (y) granted on or after November 30, 2004, and the opportunity to exercise such vested options for eighteen months; and (iv) a Section 280G gross-up. Further details of Mr. Ranadivé’s compensation set forth in his employment agreement are set forth in the Report of the Compensation Committee of the Board of Directors. The terms of the agreement were reviewed and approved by the Compensation Committee.

Each of our 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 entered into a transition agreement with Chris O’Meara on November 30, 2005, pursuant to which Mr. O’Meara resigned as our Chief Financial Officer. Pursuant to the terms of the agreement, Mr. O’Meara transitioned to an Executive Vice President advising our Chief Executive Officer on various matters through October 10, 2006 at a salary of $260,000 per year, less applicable withholding taxes.