Exhibit 10.2
TIBCO SOFTWARE
INC.
NOTICE OF AWARD OF RESTRICTED
STOCK UNITS
UNDER THE 2009 DEFERRED
COMPENSATION PLAN (U.S.)
Unless otherwise defined herein, the
terms defined in the TIBCO Software Inc. 2009 Deferred Compensation
Plan (the “ Plan ”) will have the same defined
meanings in this Notice of Award of Restricted Stock Units (“
Notice of Award ”) and in the Terms and Conditions
(the “ Agreement ”), attached hereto as
Appendix A .
Name:
(the “Service
Provider” )
You have been granted the right to
receive Restricted Stock Units, subject to the terms and conditions
of the Plan, the Agreement and this Notice of Award as
follows:
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Award
Number
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Date of
Award
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Total Number of
Restricted Stock
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Units
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Vesting Schedule
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One hundred percent (100%) of
the Restricted Stock Units will vest on the Date of
Award.
By signing below, you acknowledge
that this award of Restricted Stock Units is granted under and
governed by the terms and conditions of the Plan and the Agreement,
both of which are made a part of this document. By signing this
Notice of Award, the Service Provider represents that he or she has
reviewed the Plan, the Agreement and this Notice of Award in their
entirety and fully understands all provisions of the Plan, the
Agreement and this Notice of Award.
Settlement
Your Plan account will be
distributed in Restricted Stock Units, which will be settled in
whole Shares (rounded down to the nearest whole Share) pursuant to
your deferral election, which provided for distribution upon the
following:
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[
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You elected
your
birthday, which is
, 2
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If your death, your Separation of
Service, your Disability, or a Change of Control Event occurs prior
to the date you elected (as indicated above), your Plan Account
will be distributed pursuant to the terms of the Plan.
Notwithstanding the foregoing, if
your Plan Account distribution is due to your Separation from
Service, as determined by the Company, other than due to your
death, and you are a “specified employee” within the
meaning of Section 409A at the time of such Separation from
Service, then, pursuant to Section 5.4 of the Plan, your
Restricted Stock Units will not be settled until the date six
(6) months and one (1) day following the date of
separation from service, unless you die following your Separation
from Service, in which case, your Restricted Stock Units will be
settled as soon as practicable following your death.
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SERVICE
PROVIDER
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Signature
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Print
Name
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APPENDIX A
TERMS AND CONDITIONS OF
RESTRICTED STOCK UNITS
1. Award . The Company hereby
grants to the Service Provider under the Plan an award of
Restricted Stock Units, subject to all of the terms and conditions
in this Agreement, the attached Notice of Award and the
Plan.
2. Company’s Obligation to
Pay . Each Restricted Stock Unit has a value equal to the Fair
Market Value of a Share on the Date of Award. Prior to actual
distribution of any Restricted Stock Units pursuant to the terms of
the Plan, such Restricted Stock Unit will represent an unsecured
obligation of the Company, payable (if at all) only from the
general assets of the Company.
3. Vesting Schedule . One
hundred percent (100%) of the Restricted Stock Units will vest
on the Date of Award.
4. Settlement . Restricted
Stock Units will be settled in whole shares of Common Stock. The
Company shall issue to you on the settlement date a number of whole
shares of Common Stock equal to the Restricted Stock Units in your
Plan Account. Such shares of Common Stock shall not be subject to
any restriction on transfer other than any such restriction as may
be required pursuant to the other provisions of this
Agreement.
5. Settlement after Death .
Any distribution or delivery to be made to the Service Provider
under this Agreement will, if the Service Provider is then
deceased, be made pursuant to Section 5.3 of the Plan. A
Service Provider’s beneficiary, administrator or executor
must furnish the Company with (a) written notice of his or her
status as transferee, and (b) evidence satisfactory to the
Company to establish the validity of the transfer and compliance
with any laws or regulations pertaining to said
transfer.
6. Withholding of Taxes .
Regardless of any action the Employer takes with respect to any or
all tax obligations, the Service Provider acknowledges that the
ultimate liability for all tax obligations legally due by the
Service Provider is and remains the Service Provider’s
responsibility and that the Company and/or the Employer
(i) make no representations or undertakings regarding the
treatment of any tax obligations in connection with any aspect of
the Restricted Stock Units, including the grant of Restricted Stock
Units, the vesting of Restricted Stock Units, the issuance of
Shares in settlement of Restricted Stock Units, the subsequent sale
of any Shares acquired at vesting and the receipt of any dividends;
and (ii) do not commit to structure the terms of the award or
any aspect of the Restricted Stock Units to reduce or eliminate the
Service Provider’s liability for tax obligations.
Prior to the issuance of Shares, the
Service Provider shall pay, or make adequate arrangements
satisfactory to the Company or to the Employer (in their sole
discretion) to satisfy all withholding and payment on account
obligations of the Company and/or the Employer, if any. In this
regard, the Service Provider authorizes the Employer to withhold
all applicable tax obligations legally payable by the Service
Provider from the Service Provider’s wages or other cash
compensation payable to the Service Provider by the Employer.
Alternatively, or in
addition, if permissible under local law, the
Company or the Employer may, in their sole discretion,
(i) sell or arrange for the sale of Shares to be issued to
satisfy the withholding or payment on account obligation, and/or
(ii) withhold in Shares, provided that the Company and the
Employer shall withhold only the amount of Shares necessary to
satisfy the minimum withholding amount. The Service Provider shall
pay to the Employer any amount of tax obligations that the Employer
may be required to withhold as a result of the Service
Provider’s receipt of Restricted Stock Units, or the issuance
of Shares in settlement of Restricted Stock Units that cannot be
satisfied by the means previously described. The Company may refuse
to deliver Shares to the Service Provider if the Service Provider
fails to comply with the Service Provider’s obligation in
connection with the tax obligations as described herein.
7. Rights as Stockholder .
Subject to paragraph 10, neither the Service Provider nor any
person claiming under or through the Service Provider 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 the Service Provider (including
through electronic delivery to a brokerage account). After such
issuance, recordation and delivery, the Service Provider will have
all the rights of a stockholder of the Company with respect to
voting such Shares and receip
