Exhibit 10.7
TIBCO SOFTWARE
INC.
1998 DIRECTOR OPTION
PLAN
DIRECTOR OPTION
AGREEMENT
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I.
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NOTICE OF
STOCK OPTION GRANT
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Optionee Name:
You have been granted an option to
purchase Common Stock of TIBCO Software Inc., subject to the terms
and conditions of the 1998 Director Option Plan and this Option
Agreement, as follows:
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Grant Number
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______
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Date of Grant
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Vesting Commencement Date
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Exercise Price per Share
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Total Number of Shares Granted
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Total Exercise Price
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Type of Option
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Term/Expiration Date
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Vesting Schedule
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This Option may be exercised, in
whole or in part, in accordance with the following
schedule:
1. 1/3 of the Shares subject to the
Option shall vest on the earlier of (i) the first annual
meeting of stockholders of TIBCO Software Inc. that occurs after
the Vesting Commencement Date; or (ii) the first anniversary
of the Vesting Commencement Date, subject, in either case, to the
Optionee continuing to be a Director on such date.
2. 1/3 of the Shares subject to the
Option shall vest on the earlier of (i) the second annual
meeting of stockholders of TIBCO Software Inc. that occurs after
the Vesting Commencement Date; or (ii) the second anniversary
of the Vesting Commencement Date, subject, in either case, to the
Optionee continuing to be a Director on such date.
3. 1/3 of the Shares subject to the
Option shall vest on the earlier of (i) the third annual
meeting of stockholders of TIBCO Software Inc. that occurs after
the Vesting Commencement Date; or (ii) the third anniversary
of the Vesting Commencement Date, subject, in either case, to the
Optionee continuing to be a Director on such date.
TIBCO Software Inc. (the
“Company”) has granted to
(the “Optionee”), an option to purchase a total of
shares of the Company’s Common Stock (the “Optioned
Stock”), at the price determined as provided herein, and in
all respects subject to the terms, definitions and provisions of
the Company’s 1998 Director Option Plan (the
“Plan”) adopted by the Company and which is
incorporated herein by reference. The terms defined in the Plan
shall have the same defined meanings herein.
1. Nature of the Option .
This Option is a non-statutory option and is not intended to
qualify for any special tax benefits to the Optionee.
2. Exercise Price . The
exercise price is $
for each Share of Common Stock.
3. Exercise of Option . This
Option shall be exercisable during its term in accordance with the
provisions of Section 9 of the Plan as follows:
(i) Right to Exercise
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(a) This Option shall become
exercisable in accordance with the Vesting Schedule set out in the
Notice of Stock Option Grant.
(b) This Option may not be exercised
for a fraction of a share.
(c) In the event of Optionee’s
death, disability or other termination of service as a Director,
the exercisability of the Option is governed by Section 9 of
the Plan.
(ii) Method of Exercise .
This Option shall be exercisable by written notice which shall
state the election to exercise the Option and the number of Shares
in respect of which the Option is being exercised. Such written
notice, in the form attached hereto as Exhibit A, shall be
signed by the Optionee and shall be delivered in person or by
certified mail to Shareholder Services. The written notice shall be
accompanied by payment of the exercise price.
4. Method of Payment .
Payment of the exercise price shall be by any of the following, or
a combination thereof, at the elec
