TIBCO SOFTWARE INC. 2009 DEFERRED COMPENSATION PLAN

Exhibit 10.1

TIBCO SOFTWARE INC.

2009 DEFERRED COMPENSATION PLAN

(Effective as of February 20, 2009)

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

TIBCO SOFTWARE INC.

2009 DEFERRED COMPENSATION PLAN

(Effective as of February 20, 2009)

TIBCO SOFTWARE INC., a Delaware corporation (the “ Company ”), has established this TIBCO Software Inc. 2009 Deferred Compensation Plan (the “ Plan ”), effective as of February 20, 2009, for the benefit of non-employee directors and a select group of management or highly compensated employees of the Company and its participating affiliates, in order to provide such employees with certain deferred compensation benefits.

The Plan is an unfunded deferred compensation plan that is intended to (1) comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and (2) qualify for the exemptions provided in sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).

SECTION 1

DEFINITIONS

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

1.1 “ Affiliate ” means each corporation, trade or business that is, together with the Company, a member of a controlled group of corporations or under common control (as determined under section 414(b) or (c) of the Code), but only for the period during which such other entity is so affiliated with the Company. Notwithstanding the foregoing, in applying sections 1563(a)(1), (2) and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code and in applying Treasury regulation section 1.414(c)-2 for purposes of determining trades or businesses that are under common control for purposes of section 414(c) of the Code, the phrase “at least 50 percent” will be used instead of “at least 80 percent” at each place it appears in such sections.

1.2 “ Base Remuneration ” means the bonuses payable under the Company’s Executive Incentive Compensation Plan to an Eligible Employee by his or her Employer with respect to services performed during any period by the Employee and does not include any other type of remuneration.

1.3 “ Beneficiary ” means the person or persons entitled to receive the balance credited to a Participant’s Account under the Plan upon the death of a Participant, as provided in Section 5.3.

1.4 “ Change in Control Event ” means a Change of Control as defined in Section 2.7 of the Company’s 2008 Equity Incentive Plan. Notwithstanding the foregoing, a transaction will not constitute a Change of Control Event for purposes of this Plan if the transaction does not constitute a change in control under Treasury regulation section 1.409A-3(i)(5)).

1.5 “ Committee ” means the administrative committee charged with responsibility for the general administration of the Plan pursuant to Section 7, as it may be constituted from time to time.

1.6 “ Company ” means TIBCO Software Inc., a Delaware corporation.

1.7 “ Compensation ” means the Base Remuneration and Director Fees (if any) of a Participant, as applicable. A Participant’s Compensation will not include any other type of remuneration.

1.8 “ Compensation Deferrals ” mean the Compensation amounts deferred by a Participant under the Plan pursuant to his or deferral elections made in accordance with Section 2.

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

1.10 “ Director Fees ” means the cash-based committee or meeting fees or retainers (if any) that are payable to a Non-Employee Director.

1.11 “ Disability ” or “ Disabled ” means a disability as provided under section 409A(a)(2)(C) of the Code and Treasury regulation section 1.409A-3(i)(4) and other official guidance issued thereunder.

1.12 “ Eligible Employee ” means any employee of an Employer who holds office at the level of Executive Vice President or above and who is selected by the Committee as eligible to participate in this Plan.

1.13 “ Eligible Individual ” means an Eligible Employee or a Non-Employee Director.

1.14 “ Employers ” mean the Company and each of its Affiliates that adopts the Plan with the written approval of the Committee. With respect to an individual Participant, “ Employer ” means the Company or its Affiliate that has adopted the Plan with the approval of the Committee and that directly employs such Participant.

1.15 “ Fair Market Value ” means the closing per share selling price for the shares of common stock of the Company (“ Shares ”) for the relevant date 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.

1.16 “ Non-Employee Director ” means a Director who is not an employee of the Company or its Affiliates.

- 2 -

1.17 “ Participant ” means an Eligible Individual who (a) has made an election pursuant to Section 2.1, and (b) has not ceased participation pursuant to Section 2.3.

1.18 “ Participant’s Account ” or “ Account ” means, as to any Participant, the separate recordkeeping account maintained in the name of the Participant on the books of the Company in order to reflect his or her interest under the Plan, including any RSU grants made or deemed made as Dividend Restricted Stock Units pursuant to Section 4.1.4.

1.19 “ Payment Date ” means the first business day of a calendar month on which the national stock exchanges or national trading system are open for trading.

1.20 “ Plan Year ” means the calendar year.

1.21 “ Restricted Stock Units ” or “ RSUs ” mean restricted stock units granted to any Participant under this Plan.

1.22 “ RSU Agreement ” means a restricted stock unit agreement specifying the number of Shares covered thereby, in such form as the Committee shall establish.

1.23 “ Separation from Service ” means a Participant’s death, retirement or other termination of employment with the Employer and all of its Affiliates (as determined in accordance with section 409A(2)(A)(i) of the Code and Treasury regulation section 1.409A-1(h)). For this purpose, the employment relationship will be treated as continuing intact while the Participant is on military leave, sick leave or other bona fide leave of absence, except that if the period of such leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, then the employment relationship will be deemed to have terminated on the first day immediately following such six (6)-month period. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes an Eligible Employee who is a Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a twenty-nine (29)-month period of absence shall be substituted for such six (6)-month period. For a Non-Employee Director who is a Participant, he or she shall be considered to have a separation from service with the Company upon a cessation of the Non-Employee Director’s service on the Board of Directors of the Company for any reason, (as determined in accordance with section 409A(a)(2)(A)(i) of the Code and Treasury regulation section 1.409A-1(h)), including, but not by way of limitation, a termination by death, resignation, retirement or other termination of service.

1.24 “ Specified Employee ” means a Participant who, as of the date of his or her Separation from Service, is a key employee of the Company as defined under section 409A(a)(2)(B)(i) of the Code and under Treasury regulation 1.409A-1(i). For this purpose, a Participant is generally a key employee if he or she meets the requirements of section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding

- 3 -

section 416(i)(5) thereof) at any time during the twelve (12) month period ending on December 31 (the “ Identification Date ”). If a Participant is a key employee of the Company as of any Identification Date, then he or she will be treated as such for the entire twelve (12) month period beginning on the first day of the fourth month following the Identification Date. Further, once a list of Specified Employees has become effective, the Company shall not change the definition of compensation for purposes of identifying Specified Employees for the period with respect to which such list is effective.

1.25 “ Unforeseeable Emergency ” means (a) a severe financial hardship to a Participant resulting from an illness or accident of the Participant or his or her spouse, Beneficiary or dependent (as defined in section 152 of the Code, but without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof), (b) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster), or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The Committee will determine whether or not a Participant has incurred an Unforeseeable Emergency based on such evidence as the Committee deems necessary or advisable.

SECTION 2

PARTICIPATION

2.1 Participation.  Each Eligible Individual’s decision to become a Participant will be entirely voluntary.

2.1.1 Participation Elections.

(i) Initial Elections by Newly-Eligible Individuals. Each individual who first becomes an Eligible Individual may elect to become a Participant in the Plan by electing, within thirty (30) days of the date of his or her hire or promotion in the case of Eligible Employees or the date of his or her appointment or election in the case of Non-Employee Directors, to make Compensation Deferrals under the Plan. However, no election under this Section 2.1.1(i) may be made if an Eligible Individual was previously eligible to participate in another plan that is required to be aggregated with this Plan under section 409A of the Code. An Eligible Employee’s initial election to defer his or her Compensation shall be effective only with respect to the portion of such Compensation that is payable for services performed after his or her timely filing of his or her initial deferral election (that is, the amount equal to the total amount of the Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the filing of the initial deferral election over the total number of days in the performance period).

(ii) Reengaged Eligible Individuals. Notwithstanding the foregoing provisions of this Section 2.1.1, in the case of an individual who ceases to be an Eligible Individual, regardless of whether he or she still is a Participant with an Account balance under the Plan, and who subsequently becomes an Eligible Individual again, he or she will be treated as a Eligible Individual for purposes of subsection (i) above as of the date that the individual again

- 4 -

becomes an Eligible Individual, provided that , he or she had not been an Eligible Individual at any time during the twenty-four (24) month period ending on such date. In addition, in the case of a former Participant who ceased to be such because his or her entire Account balance had been distributed, and on or before the date of the last distribution from the Account he or she ceased to be an Eligible Individual, he or she will be treated as a Eligible Individual for purposes of subsection (i) above as of the first date following such distribution that the individual again becomes an Eligible Individual.

(iii) Effect of Elections. An Eligible Individual’s election under this Section 2.1.1 to make Compensation Deferrals will be effective only (a) with respect to Compensation that is payable for services performed after the timely filing of his or her timely filing of the election and (b) for the remainder of the Plan Year with respect to which the election is made. Any Compensation Deferral elections for subsequent Plan Years must be made pursuant to Section 2.1.2.

2.1.2 Elections for Subsequent Plan Years. An Eligible Individual may become a Participant (or continue or reinstate his or her active participation) in the Plan for any subsequent Plan Year by electing, no later than December 31 of the immediately preceding Plan Year, to make Compensation Deferrals under the Plan. An election under this Section 2.1.2 to make Compensation Deferrals will be effective only for the Plan Year with respect to which the election is made. Notwithstanding the foregoing, with respect to an Eligible Employee, to the extent that such Compensation does not constitute payments that are “performance-based compensation” under Treasury regulation 1.409A-1(e), any such Eligible Employee’s election to defer his or her Compensation shall be effective only with respect to the portion of the Compensation that is payable for services performed on or after the beginning of the Plan Year to which the Eligible Employee deferral election relates (that is, the amount equal to the total amount of Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the December 31 immediately preceding the Plan year to which the Eligible Employee’s election relates over the total number of days in the performance period).

2.1.3 Duration of Compensation Deferral Elections . A Compensation Deferral election made under this Section 2 shall remain in effect for the Plan Year to which it applies, notwithstanding any change in the Participant’s Compensation. The dollar amount or percentage of any Compensation Deferrals shall not be reduced or increased during any Plan Year by virtue of any Participant election to increase, decrease or terminate his or her rate of deferral in any other employee benefit plan, including any applicable Company employee stock purchase plan; except as permitted by section 409A of the Code with respect to changes in deferral elections under a 401(k) plan, Code section 125 flexible benefits plan, or as otherwise permitted under section 409A of the Code. A Participant’s Compensation Deferral election shall immediately terminate with respect to future Compensation upon the Participant ceasing to be an Eligible Individual.

2.1.4 USERRA Rights. Notwithstanding the foregoing provisions of this Section 2.1, in accordance with Treasury regulation section 1.409A-2(a)(15), the Committee may (in its discretion) provide an Eligible Individual with a Compensation Deferral election to satisfy the requirements of the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (“ USERRA ”), if applicable.

- 5 -

2.1.5 Specific Timing and Method of Elections. Notwithstanding any contrary provision of this Section 2.1, the Committee, in its sole discretion, will determine the manner and deadlines for Eligible Individuals to make Compensation Deferral elections under the Plan. The deadlines prescribed by the Committee may be earlier than the deadlines specified in this Section 2.1, but may not be later than such specified deadlines.

2.2 Cancellation of Compensation Deferrals.  Notwithstanding any contrary provision of Section 2.1:

2.2.1 Hardship Distribution under 401(k) Plans. In the event that a Participant receives a hardship distribution under the TIBCO Software Inc. 401(k) Savings Plan or any other plan (maintained by an Employer) which contains a qualified cash or deferred arrangement under section 401(k) of the Code (collectively, the “ 401(k) Plans ”), the Participant’s Compensation Deferrals (if any) under this Plan will be cancelled for a period of six (6) months from the date that the Participant received such hardship distribution or the remainder of the Plan Year in which the Participant received such hardship distribution (whichever period is longer). Notwithstanding the foregoing, the Participant’s Compensation Deferrals will not be so terminated if the Committee determines that such termination is not required in order to preserve the tax-qualification of the applicable 401(k) Plan.

2.2.2 Unforeseeable Emergency. In the event that a Participant incurs an Unforeseeable Emergency, the Committee, in its sole discretion, may cancel the Participant’s Compensation Deferrals (if any) under the Plan for the remainder of the Plan Year in which the Participant incurred the Unforeseeable Emergency.

2.2.3 Eligible Disability. In the event that a Participant incurs an Eligible Disability (as defined below), the Committee, in its sole discretion, may cancel the Participant’s Compensation Deferrals (if any) under the Plan, provided that such cancellation occurs by the later of the end of the Participant’s taxable year or the fifteenth (15 ^th ) day of the third month following the date on which the Participant incurs the Eligible Disability. For purposes of this Section 2.2.3, “Eligible Disability” means any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months. The Committee will determine whether or not a Participant has incurred an Eligible Disability based on such evidence as the Committee deems necessary or advisable and in compliance with Treasury regulation section 1.409A-3(j)(4)(xii).

2.2.4 Irrevocability of Prior Compensation Deferrals. Notwithstanding the foregoing, a Participant’s election to make Compensation Deferrals under Section 2.1 will be irrevocable as to amounts already deferred as of the effective date of any cancellation in accordance with this Section 2.2.

- 6 -

2.2.5 Resumption of Compensation Deferrals. A Participant whose Compensation Deferrals have been cancelled pursuant to this Section 2.2 may later resume making Compensation Deferrals under the Plan only in accordance with Section 2.1.

2.3 Termination of Participation.  An individual who has become a Participant in the Plan will remain a Participant until his or her entire Account balance has been distributed. However, an Eligible Individual who has become a Participant may or may not be an active Participant making Compensation Deferrals for a particular Plan Year, depending upon whether he or she has elected to make Compensation Deferrals for such Plan Year.

SECTION 3

COMPENSATION DEFERRAL ELECTIONS

3.1 Compensation Deferrals.  At the times and in the manner prescribed in Section 2.1, each Eligible Individual may elect to defer portions of his or her Compensation and to have the amounts of such Compensation Deferrals credited to his or her Account, as follows:

3.1.1 Compensation Deferrals. An Eligible Individual may elect to defer an amount equal to any whole percentage or any specific dollar amount (in $1,000 increments) of the Participant’s Compensation, provided that , any percentage elected by the Participant will be not less than 5% of his or her Compensation, and any dollar amount elected will be not less than $5,000. Notwithstanding the preceding sentence or any contrary provision of the Plan, the Committee may reduce a Participant’s Compensation Deferrals to the extent necessary to satisfy applicable withholding tax requirements and employee benefit plans and other deductions. With respect to employees, the payroll deductions may not reduce the individual’s compensation below an amount equal to two (2) times the federal or applicable state minimum wage, whichever is higher, required to be paid each pay period. Payroll deductions for a Participant who is an Eligible Employee will commence as soon as administratively practicable following the effectiveness of his or her timely submitted Deferral election form as provided under Section 2.1.1 or Section 2.1.2, as applicable. Deductions from Director Fees for a Participant who is a Non-Employee Director will commence as soon as administratively practicable following the effectiveness of his or her timely submitted Deferral election form as provided under Section 2.1.1 or Section 2.1.2, as applicable and will apply only to Director Fees earned or advanced for services to be performed after the date the Participant submits a properly completed election form to the Company.

3.1.2 Crediting of Compensation Deferrals.  The amounts deferred pursuant to this Section 3.1 will reduce the Participant’s Compensation for the Plan Year and will be credited to the Participant’s Account as of the last day of the month in which the amounts (but for the Compensation Deferral) would have been paid to the Participant.

3.1.3 Participants’ Accounts.  For each Plan Year, at the direction of the Committee, there will be established and maintained on the books of the Company, a separate Account or Accounts for each Participant, which will properly reflect Compensation Deferrals and all RSUs granted.

- 7 -

3.1.4 Participants Remain Unsecured Creditors.  All amounts credited to a Participant’s Account under the Plan will continue for all purposes to be a part of the general assets of the Employer. Each Participant’s interest in the Plan will make him or her only a general, unsecured creditor of the Employer. In the event that an Employer (other than the Company) becomes insolvent and therefore unable to make a payment or payments owed by it under the Plan, the Company will make such payments, provided that , nothing in this sentence will make any Participant anything other than a general, unsecured creditor of the Company.

3.2 Compensation Deferrals Will Generally Be Payable in RSUs.  In the event than an Eligible Individual elects to defer portions of his or her Compensation, the deferred amounts shall be paid pursuant to Section 3.3 below and granted to any such Participant in the form of Restricted Stock Units, provided that , such Participant is an employee or service provider of the Employer on the date of grant. The RSUs shall be granted on the last business day (i.e., any day other than a Saturday, a Sunday, or a legal holiday in the State of California) at the end of the first full fiscal quarter following the applicable fiscal quarter in which Compensation that a Participant has elected to defer has been earned or advanced for services to be performed. RSUs shall be evidenced by an RSU Agreement. The RSUs shall be fully vested upon the date of grant and be settled in Company common stock upon a Participant’s Plan Account distribution, as provided in Sections 3.3 and 3.4. The number of shares of Company common stock covered by the RSUs shall be (i) the deferred amounts of the Participant’s Compensation, divided by (ii) the Fair Market Value of a share of Company common stock on the date of grant (rounded down to the nearest whole Share). The RSUs granted to a Participant pursuant to this Section 3.2 shall be reflected in such Participant’s Account and shall be distributed and settled in whole Shares in accordance with Section 5 below.

3.3 Form of Payment.  Subject to the provisions of Section 5, the form of payment for the Compensation Deferrals under this Plan shall be in the form of RSUs that are settled in Shares. Notwithstanding the foregoing, to the extent that (i) a Participant is entitled to a distribution of his or her Account in accordance with Section 5 before his or her Compensation Deferrals have been granted in the form of RSUs, or (ii) after conversion of deferred amounts to RSUs, a portion of a Participant’s Compensation Deferrals remains, then any such amounts shall be payable in cash in a single lump sum on the Payment Date that immediately follows the end of the term of deferral(s) elected by the Participant.

3.4 Term of Deferral.  Subject to the provisions of Section 5, each Participant must indicate on his or her Compensation Deferral election form pursuant to Section 3.1 the time for payment for the Compensation Deferrals made pursuant to such election. Pursuant to such procedures as the Committee (in its discretion) may adopt from time to time, a Participant may elect a fixed date to receive his or her Plan Account distribution (not less than two (2) years from the date of election) specified in his or her Compensation Deferral election or the occurrence of a specific event, provided that , any such election satisfies the requirements of section 409A of the Code. The procedures adopted by the Committee may (in the discretion of the Committee) restrict a Participant’s ability to elect multiple terms of deferral under the Plan. A Participant’s election as to the term of deferral will apply to all Compensation Deferrals credited to the Participant’s Account with respect to which the election is made, and except to the limited extent provided in Section 3.5, will be irrevocable.

- 8 -

3.5 Changes in Elections as to Form of Payment and/or Term of Deferral. Subject to the provisions of Section 5, a Participant may change his or her election under Section 3 for Compensation Deferrals credited to the Participant’s Account and make a new election with the consent of the Company (a “ Subsequent Deferral Election ”), provided that , the following requirements (the “ Subsequent Deferral Requirements ”) are met: (a) the Subsequent Deferral Election will not take effect until at least twelve (12) months after the date on which the election is made; (b) the Subsequent Deferral Election is made not less than twelve (12) months before the date payment of such amounts was previously scheduled to be made or commenced, (c) the newly-elected scheduled payment commencement date is at least five (5) years after the date payment of such amounts was previously scheduled to be made or commenced, and (d) payment of such amounts has not actually commenced. Notwithstanding the foregoing, in accordance with Treasury regulation section 1.409A-2(b)(8) the Subsequent Deferral Requirements will be deemed to be satisfied to the extent the Committee (in its discretion) provides a Participant with a Subsequent Deferral Election to satisfy the requirements of USERRA (as defined in Section 2.1.4), if applicable.

SECTION 4

SHARES SUBJECT TO THE PLAN

4.1 Shares Subject to the Plan. Subject to adjustment as provided in Section 4.1.2, the total number of Shares available for issuance under the Plan shall equal 1,000,000. Shares granted under the Plan may be either authorized but unissued Shares or treasury Shares.

4.1.2 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 RSUs. Notwithstanding the preceding, the number of Shares shall be a whole number.

4.1.3 Notwithstanding any other provision of the Plan, the terms of any RSU Agreement evidencing an RSU may provide that, in the event that RSUs are not assumed by the successor corporation or its parent or a subsidiary upon a Change of Control Event, then restrictions and deferral limitations on the RSUs lapse and the Restricted Stock Units become free of all restrictions and limitations, subject in each case to any terms and conditions contained in the RSU Agreement evidencing such RSU.

- 9 -

4.1.4 Except as provided in this Section 4.1.4, no Participant nor any person claiming under or through a Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to a Participant (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, a Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. Notwithstanding the foregoing, a Participant shall be entitled to receive dividends and distributions paid on the Shares underlying vested Restricted Stock Units. Any such dividends or other distributions shall be credited to Participant Accounts, without any interest, and automatically shall be deemed reinvested in Restricted Stock Units on the date of payment of any such dividends or distributions (the “Dividend Restricted Stock Units”). The number of Dividend Restricted Stock Units shall be determined as follows: (a) if the Company declares and pays a cash dividend on the Shares, the number of Dividend Restricted Stock Units shall be equal to the quotient obtained by dividing the cash dividend paid on the Shares underlying vested Restricted Stock Units by the Fair Market Value of the Shares on the date the dividend is paid; or (b) if the Company dist