TIBCO SOFTWARE INC. STOCK OPTION AGREEMENT

Exhibit 10.4

TIBCO SOFTWARE INC.

STOCK OPTION AGREEMENT

A. Grant of Option .

Unless otherwise defined herein, the terms defined in the TIBCO Software Inc. 2008 Equity Incentive Plan (the “Plan”) and the Notice of Grant shall have the same defined meanings in this Stock Option Agreement (the “Stock Option Agreement”). The Committee has granted to the Optionee named in the Notice of Grant an option (the “Option”) to purchase a total number Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms, definitions and conditions of the Plan, which is incorporated herein by reference, and this Stock Option Agreement. Subject to Section 11.1 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Notice of Grant and this Stock Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), the Option is intended to qualify as an ISO under Section 422 of the Code. However, if the Option is intended to be an ISO, to the extent that it exceeds the $100,000 rule of Section 422(d) of the Code it shall be treated as a Nonqualified Stock Option (“NQSO”).

B. Exercise and Vesting Schedule .

Subject to accelerated vesting as set forth below, the Option may be exercised, in whole or in part, in accordance with the vesting schedule set forth in the Optionee’s Notice of Grant (the “Vesting Schedule”). Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in the Optioneed in accordance with any provisions of this Agreement if the Optionee ceases to be a Service Provider prior to the date such vesting is scheduled to occur. For purposes of this Stock Option Agreement, a “Service Provider” means an Employee, Non-Employee Director or Consultant who has outstanding Award.

In the event of a Change of Control, the Vesting Schedule shall be replaced in its entirety by the following vesting schedule, to be applied both retroactively and prospectively:

1/36th of the Shares subject to the Option shall vest each month after the vesting commencement date, as set forth in the Notice of Grant, on the same day of the month as the vesting commencement date, so that 100% of the Shares subject to the Option shall be vested three (3) years from the vesting commencement date, subject to you remaining a Service Provider as of such vesting dates.

C. Post Termination Exercise Period .

The Option (to the extent vested) may be exercised for three (3) months after the recipient thereof (the “Optionee”) ceases to be a Service Provider, which shall be measured from the last day of active service and not extended by any notice period required under local law. Notwithstanding the foregoing, in the event that the Optionee ceases to be a Service Provider as a result of a violation by the Optionee of the Company’s policies (including, the Code of Business Conduct and Ethics and other policies set forth in the Employee Handbook), the Option shall terminate immediately on the date that the Optionee ceases to be a Service Provider and shall no longer be vested or exercisable in any respect. Upon the death or Disability of the Service Provider, the Option (to the extent vested) may be exercised for twelve (12) months after the Optionee ceases to be a Service Provider. In no event shall the Option be exercised later than the expiration date of the Option.

D. Committee Discretion .

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

E. Exercise of Option .

(1) Right to Exercise . The Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Stock Option Agreement.

(2) Method of Exercise . Unless otherwise noted in Section E(3) below, the Option is exercisable by delivery of an exercise notice or in a manner and pursuant to such procedures as the Committee may determine, which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Such exercise notice shall be properly completed by the Optionee and delivered to Shareholder Services at the Company (or in such other manner as the Committee may determine, including electronically). The exercise notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. The Option shall be deemed to be exercised upon receipt by the Company of such fully executed exercise notice accompanied by such aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of the Option unless such issuance and exercise complies with applicable laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares. This Option may not be exercised for a fraction of a share.

(3) Method of Payment .

Unless stated otherwise in this Stock Option Agreement, payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee and to the extent permitted by the Administrator Committee:

delivery of a properly executed exercise notice together with such other documentation as the Committee and the broker, if applicable, shall require to effect a same day sale ( i.e ., a cashless-sell all exercise). Pursuant to a same day sale exercise, Optionee will authorize the broker to sell all the Shares that he or she is entitled to at exercise and remit the sale proceeds less the aggregate Exercise Price for the Shares, broker’s fees and any applicable taxes to the Optionee in cash.

F. Non-Transferability of Option .

The Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than by will, by the laws of descent or distribution, or to a Service Provider’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights. The Option may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan, this Stock Option Agreement and the Notice of Grant shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

G. Term of Option .

The Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Stock Option Agreement.

H. Responsibility for Taxes .

(1) Withholding Taxes . Regardless of any action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all Tax Obligations, Optionee acknowledges that the ultimate liability for all Tax Obligations legally due by him or her is and remains Optionee’s responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax Obligations. Prior to the exercise of the Option, Optionee shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, Optionee authorizes the Company and/or the Employer to withhold all

applicable Tax Obligations legally payable by Optionee from his or her wages or other cash compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale of the Shares. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for the sale of Shares that Optionee acquires to meet the withholding obligation for Tax Obligations, and/or (2) withhold in Shares, provided that the Company only withholds the amount of shares necessary to satisfy the minimum withholding amount. Finally, Optionee shall pay to the Company or the Employer any amount of Tax Obligations that the Company or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares