TIBCO SOFTWARE INC. RESTRICTED STOCK AGREEMENT

Exhibit 10.5

TIBCO SOFTWARE INC.

RESTRICTED STOCK AGREEMENT

Unless otherwise defined herein, the terms defined in the 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).

Name: [insert name] (the “Employee”)

You have been granted the right to receive an award of Restricted Stock under the Plan. Subject to the provisions of Appendix A (attached hereto) and of the Plan, the principal features of this award are as follows:

Scheduled Vesting/Period of Restriction :

One-fourth (1/4 ^th ) of the Shares will vest one (1) year after the Vesting Commencement Date (i.e., the first annual anniversary of the Vesting Commencement Date), and an additional one-fourth (1/4 ^th ) of the Shares will vest on each of the next three (3) annual anniversaries of the Vesting Commencement Date, so that 100% of the Shares will be vested four (4) years from the Vesting Commencement Date, subject to the last sentence in this paragraph. If a Change of Control occurs while the Employee is a Service Provider, then the preceding sentence will be deemed replaced by the following (which shall be applied both retroactively and prospectively): One-thirty-sixth (1/36 ^th ) of the Shares will vest each month after the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date, so that 100% of the Shares will be vested three (3) years from the Vesting Commencement Date, subject to the last sentence in this paragraph. The additional Shares that vest as a result of the preceding sentence and are attributable to the period prior to the date of the Change of Control shall be considered to have vested as of the date of the Change of Control and shall be released by the Escrow Agent (in accordance with paragraph 2 of Appendix A ) as soon as administratively practicable following such date. Except as otherwise provided in Appendix A , the Employee will not vest in any Shares unless he or she remains a Service Provider through the applicable vesting date. For purposes of this Agreement, a “Service Provider” means an Employee, Non-Employee Director or Consultant.

Your signature below indicates your acknowledgement of the purchase of the Shares covered by this Agreement and your understanding that this award is subject to all of the terms and conditions contained in Appendix A and the Plan. For example, important additional information on vesting and forfeiture of the Shares covered by this award is contained in paragraphs 3 through 5 of Appendix A . PLEASE BE SURE TO READ ALL OF APPENDIX A , WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.

APPENDIX A

TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD

1. Award . The Company hereby grants to the Employee under the Plan an award of Shares for $0.001 per Share, commencing on the Date of Award, subject to all of the terms and conditions in this Agreement and the Plan. By accepting this award of Restricted Stock, the par value purchase price for each Share of Restricted Stock (a) will be deemed paid by the Employee by past services rendered by the Employee, if the Employee is an existing employee of the Company or one of its Subsidiaries or a newly-hired employee who has not made an election pursuant to Section 83(b) of the Code, or (b) shall be paid to the Company by cash or check by the Employee, if the Employee is a newly-hired employee of the Company or one of its Subsidiaries and has made an election pursuant to Section 83(b) of the Code. Only whole shares shall be issued.

2. Shares Held in Escrow . Unless and until the Shares will have vested in the manner set forth in paragraphs 3 through 5, such Shares will be issued in the name of the Employee and held by the Shareholder Services Department of the Company (or its designee) as escrow agent (the “Escrow Agent”), and will not be sold, transferred or otherwise disposed of, and will not be pledged or otherwise hypothecated. The Company may determine to issue the Shares in book entry form and/or may instruct the transfer agent for its Shares to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Agreement and the Plan. The certificate or certificates representing such Shares will not be delivered by the Escrow Agent to the Employee unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied.

3. Vesting Schedule/Period of Restriction . Except as provided in paragraph 4, and subject to paragraph 5, the Shares awarded by this Agreement shall vest in accordance with the vesting provisions set forth on the first page of this Agreement. Shares shall not vest in the Employee in accordance with any of the provisions of this Agreement unless the Employee remains a Service Provider through the date(s) vesting otherwise is scheduled to occur.

4. Committee Discretion . The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Shares at any time, subject to the terms of the Plan. If so accelerated, such Shares will be considered as having vested as of the date specified by the Committee.

5. Forfeiture . Notwithstanding any contrary provision of this Agreement, the balance of the Shares that have not vested at the time of Employee ceases to be a Service Provider will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date the Employee ceases to be a Service Provider. The Employee shall not be entitled to a refund of the price paid for the Shares returned to the Company pursuant to this paragraph 5. The Employee hereby appoints the Escrow Agent with full power of substitution, as the Employee’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Employee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such forfeited Shares to the Company.

6. Withholding of Taxes . The Company (or the employing Affiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all Tax Obligations required to be withheld by the Company or the employing Affiliate with respect to the Shares, unless the Committee, in its sole discretion, requires or permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. Notwithstanding any contrary provision of this Agreement, no Restricted Stock will be granted unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All Tax Obligations related to the Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 6. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 6. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to t