Amended and Restated 1997 Stock Option and Incentive Plan

Exhibit 10.01

NOTICE OF NET EXERCISE

Ladies and Gentlemen:

This constitutes notice under my stock option described below ("Option") that I elect to purchase the number of Shares for the consideration set forth below.

Stock Option Dated:

Vested Rollover Options To Expire:

Exercise Price Per Share:

Fair Market Value Per Share As Of [            ]:

Aggregate Fair Market Value Of Shares:

Aggregate Exercise Price:

Intrinsic Value/Taxable Income:

Estimated Taxes/Withholdings At [    ]%:

Shares To Cover Exercise Price:

Shares To Cover Taxes/Withholdings:

Shares To Be Issued To Employee:

Certificates To Be Issued In Name Of:

By this exercise, I agree (i) to execute or provide such additional documents as Serena Software, Inc. (the "Company") may reasonably require pursuant to the terms of this Notice of Exercise and the Company’s Amended and Restated 1997 Stock Option and Incentive Plan (the "Plan") and the Management Stockholders Agreement dated March 7, 2006 ("Management Stockholders Agreement"), (ii) to provide for the payment by me to the Company of the Company’s withholding obligation, if any, relating to the exercise of this Option through the net exercise of the Option as set forth herein, and (iii) to such other terms and conditions set forth in this Notice of Exercise.

I hereby make the following certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the "Shares"):

I am aware that my investment in the Company is a speculative investment that has limited liquidity and is subject to the risk of complete loss. I am able, without impairing my financial condition, to hold the Shares for an indefinite period and to suffer a complete loss of my investment in the Shares.

I represent and warrant to the Company that I am acquiring and will hold the Shares for investment for my account only, and not with a view to, or for resale in connection with, any "distribution" of the Shares within the meaning of the Securities Act of 1933 (the "Securities Act") or the similar laws of any state or foreign jurisdiction.

I understand that the Shares have not been registered under the Securities Act, the Securities Exchange Act of 1934, or under the similar laws of any state or foreign jurisdiction (collectively, "Applicable Securities Laws") by reason of a specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the Applicable Securities Laws or I obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required.

I acknowledge that the Company is under no obligation to register the Shares under Applicable Securities Laws.

I am aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions may include (without limitation) that certain current public information about the issuer is available, that the resale occurs only after the holding period required by Rule 144 has been satisfied, that the sale occurs through an unsolicited "broker’s transaction" and that the amount of securities being sold during any three-month period does not exceed specified limitations. I understand that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future.

I will not sell, transfer or otherwise dispose of the Shares in violation of the Plan, the agreement under which my right to acquire the Shares was granted, Applicable Securities Laws, or the rules promulgated thereunder, including Rule 144 under the Securities Act.

I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding whether to invest in the Shares, and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Shares.

I acknowledge that the fair market value of the shares described above was determined pursuant to an independent valuation of the Company’s common stock as of [            ] and has not been updated to reflect changes in valuation that may have occurred from such date. I further acknowledge that I am not relying on any representation from the Company that such fair market value per share reflects the actual fair market value per share of the common stock of the Company as of the exercise date of the Option. I agree to the use of the fair market value per share set forth above for purposes of paying the aggregate exercise price of the Option, determining applicable payroll taxes and withholdings and determining the amount of shares that are to be issued to me as a result of the net exercise of my Option.

I acknowledge that the Shares will be subject to certain significant encumbrances, including, but not limited to, drag along rights in favor of certain stockholders of the Company, repurchase rights in favor of the Company and certain stockholders of the Company, limitations on transfer, and other encumbrances set forth in the Plan, Stock Option Agreement, Management Stockholders Agreement and other applicable agreements and/or described in the Company’s bylaws or certificate of incorporation in effect at such time as the Company or such other person elects to exercise its or his right.

I acknowledge that I am acquiring the Shares subject to all other terms of the Plan, the Stock Option Grant Notice, the Stock Option Agreement and the Management Stockholders Agreement.

I further agree that if required by the Company (or a representative of the underwriter(s)) in connection with the first underwritten registration of the offering of any equity securities of the Company under the Securities Act (or any underwritten registration of any securities of the Company prior to that time), for a specified period of time, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Shares or other securities of the Company held by me. I further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to my Shares until the end of such period.

I agree, and as a condition of exercise if I am married I will obtain the agreement of my spouse, that prior to the effectiveness of the first underwritten registration of the Company’s equity securities under the Securities Act, I will not transfer any or all of the Shares unless pursuant to an exception provided in the Plan or the Stock Option Agreement.

I agree that as a condition to this exercise, the certificates evidencing the Shares shall remain in the physical custody of the Company or its designee at all times prior to the last to occur of (i) the date on which all

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contractual restrictions set forth in the Plan, the Company’s Articles of Incorporation and/or bylaws, or in the documents evidencing the Stock Option Agreement lapse, or (ii) the date on which all contractual requirements set forth in the Plan, the Company’s Articles of Incorporation and/or bylaws, or in the documents evide