Exhibit 4.8 ------------------------------------------------------------------- ------------- TALARIAN CORPORATION Option Number: 00000363 1998 EQUITY INCENTIVE PLAN Plan: Spcl STOCK OPTION AGREEMENT ------------------------------...Stock Option Agreement • May 21st, 2002 • Tibco Software Inc • Services-prepackaged software • California
EXHIBIT 10.3 THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT -------------------------------------------------Stockholders Agreement • February 29th, 2000 • Tibco Software Inc • Services-computer integrated systems design
EXHIBIT 1.1 TIBCO Software Inc. Common Stock Underwriting Agreement ----------------------Underwriting Agreement • July 1st, 1999 • Tibco Software Inc • Services-computer integrated systems design • New York
BY AND AMONGAsset Purchase Agreement • November 19th, 1999 • Tibco Software Inc • Services-computer integrated systems design • California
Exhibit 4.11 ------------------------------------------------------------------ -------------- TALARIAN CORPORATION Option Number: 00000362 1998 EQUITY INCENTIVE PLAN Plan: Spcl STOCK OPTION AGREEMENT ------------------------------...Stock Option Agreement • May 21st, 2002 • Tibco Software Inc • Services-prepackaged software • California
Exhibit 10.11 ------------- Form of Master Services Agreement ---------------------------------Agreement • July 13th, 1999 • Tibco Software Inc • Services-computer integrated systems design • California
TIBCO SOFTWARE INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 23, 2012 2.25% Convertible Senior Notes due 2032Indenture • April 27th, 2012 • Tibco Software Inc • Services-prepackaged software • New York
INDENTURE dated as of April 23, 2012 between TIBCO SOFTWARE INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 14th, 2002 • Tibco Software Inc • Services-computer integrated systems design • Delaware
VOTING AGREEMENTVoting Agreement • January 14th, 2002 • Tibco Software Inc • Services-computer integrated systems design • Delaware
Exhibit 10.1 TIBCO SOFTWARE INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of __________________, 199__ by and between TIBCO Software Inc., a Delaware corporation (the "Company"), and __________________...Indemnification Agreement • July 7th, 1999 • Tibco Software Inc • Services-computer integrated systems design • New York
Exhibit 10.7 TIBCO INC.Employment Agreement • June 18th, 1999 • Tibco Software Inc • Services-computer integrated systems design • Delaware
TIBCO SOFTWARE INC. and EQUISERVE TRUST COMPANY, N.A. PREFERRED STOCK RIGHTS AGREEMENT Dated as of February 13, 2004Preferred Stock Rights Agreement • February 23rd, 2004 • Tibco Software Inc • Services-prepackaged software • Delaware
This Preferred Stock Rights Agreement is dated as of February 13, 2004, between TIBCO Software Inc., a Delaware Corporation (the “Company”), and EquiServe Trust Company, N.A. (the “Rights Agent”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 19, 2011 among TIBCO SOFTWARE INC., as a Borrower, and CERTAIN SUBSIDIARIES, as Designated Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • December 21st, 2011 • Tibco Software Inc • Services-prepackaged software • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 19, 2011 among TIBCO SOFTWARE INC., a Delaware corporation (the “Company”), and certain Subsidiaries of the Company from time to time party hereto pursuant to Section 2.14 (each such Subsidiary, a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RECITALS --------Industrial Lease Agreement • July 13th, 1999 • Tibco Software Inc • Services-computer integrated systems design
Exhibit 10.10 EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2000 • Tibco Software Inc • Services-computer integrated systems design
AGREEMENT AND PLAN OF MERGER by and among BALBOA INTERMEDIATE HOLDINGS, LLC, BALBOA MERGER SUB, INC. and TIBCO SOFTWARE INC. Dated as of September 27, 2014Agreement and Plan of Merger • September 29th, 2014 • Tibco Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 27, 2014, by and among Balboa Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Balboa Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and TIBCO Software Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TIBCO SOFTWARE INC., CARDINAL ACQUISITION CORPORATION, EXTENSIBILITY, INC. AND THE PRINCIPAL STOCKHOLDERS OF EXTENSIBILITY, INC. Dated as of August 2, 2000 TABLE OF CONTENTSAgreement and Plan of Reorganization • September 19th, 2000 • Tibco Software Inc • Services-computer integrated systems design • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2008 • Tibco Software Inc • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the day of , by and between TIBCO Software Inc., a Delaware corporation (the “Company”), and NAME (“Indemnitee”).
Exhibit 4.6 ------------------------------------------------------------------- ------------- TALARIAN CORPORATION Option Number: 00000229 1998 EQUITY INCENTIVE PLAN Plan: Spcl STOCK OPTION AGREEMENT ------------------------------...Stock Option Exercise Agreement • May 21st, 2002 • Tibco Software Inc • Services-prepackaged software • California
TIBCO SOFTWARE INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 28th, 2013 • Tibco Software Inc • Services-prepackaged software • Delaware
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”).
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • July 13th, 2007 • Tibco Software Inc • Services-prepackaged software • California
This Transition Agreement and Release (“Agreement”) is made, as of March 29, 2007, by and between Christopher Larsen (“Employee”) and TIBCO Software Inc. (the “Company”) (Employee and Company are jointly referred to as the “Parties”).
TIBCO SOFTWARE INC. 2.25% CONVERTIBLE SENIOR NOTES DUE 2032 PURCHASE AGREEMENTPurchase Agreement • April 18th, 2012 • Tibco Software Inc • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the initial purchasers (the “Representatives”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with TIBCO Software Inc., a Delaware corporation (the “Company”), providing for the offering (the “Offering”) by the several initial purchasers, including the Representatives (the “Initial Purchasers”), of $525,000,000 principal amount of 2.25% Convertible Senior Notes due 2032 (the “Securities”). The Securities will be convertible into cash and shares of common stock of the Company, par value $0.001 per share (the “Common Stock”).
SECOND AMENDED AND RESTATED LICENSE, MAINTENANCE AND DISTRIBUTION AGREEMENTLicense, Maintenance and Distribution Agreement • January 13th, 2004 • Tibco Software Inc • Services-prepackaged software • New York
THIS SECOND AMENDED AND RESTATED LICENSE, MAINTENANCE AND DISTRIBUTION AGREEMENT is entered as of this 1st day of October, 2003 (“Effective Date”), by and between Reuters Limited, a company organized under the laws of England and Wales, with offices at 85 Fleet Street, London EC4P 4AJ, United Kingdom (“Reuters”) and TIBCO Software, Inc., a Delaware corporation, with offices at 3303 Hillview Avenue, Palo Alto, CA 94304 (“TSI”).
WITNESSETH:License, Maintenance and Distribution Agreement • July 13th, 1999 • Tibco Software Inc • Services-computer integrated systems design • New York
RECITALSStockholders Agreement • June 18th, 1999 • Tibco Software Inc • Services-computer integrated systems design • California
STOCK OPTION AGREEMENTStock Option Agreement • January 28th, 2013 • Tibco Software Inc • Services-prepackaged software • Delaware
EXHIBIT 10.15 ADDENDUM TO THE FIRST AMENDED AND RESTATED LICENSE, MAINTENANCE AND DISTRIBUTION AGREEMENTMaintenance and Distribution Agreement • October 5th, 2001 • Tibco Software Inc • Services-computer integrated systems design
SUBSIDIARY GUARANTY (Netherlands)Subsidiary Guaranty • December 21st, 2011 • Tibco Software Inc • Services-prepackaged software • New York
This SUBSIDIARY GUARANTY (Netherlands), dated as of December 19, 2011 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Subsidiary Guaranty”), is made by each Subsidiary of TIBCO SOFTWARE INC., a Delaware corporation (the “Company”), from time to time party hereto as set forth on Schedule I attached hereto (each individually, a “Guarantor” and, collectively, the “Guarantors”), in favor of BANK OF AMERICA, N.A., as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Lenders and the L/C Issuer (together with the Administrative Agent, collectively, the “Lender Parties”).
July 8, 2013Tibco Software Inc • October 9th, 2013 • Services-prepackaged software
On behalf of TIBCO Software Inc. (“TIBCO”), we are very pleased to offer you a retention bonus (the “Bonus”) of $300,000 (subject to withholdings and deductions). You will receive the Bonus in the payroll period after you return this executed Agreement. The Bonus will be earned by you and not subject to the repayment terms below upon the earlier of the following two events: (a) you have continuously and actively provided services to TIBCO through July 15, 2015, or (b) an Involuntarily Termination in connection with a Change in Control prior to July 15, 2015, as such terms are defined in TIBCO’s Executive Change in Control and Severance Plan.
TIBCO SOFTWARE INC. NOTICE OF AWARD OF PERFORMANCE-BASED RESTRICTED STOCK UNITSRestricted Stock Unit Agreement • March 4th, 2014 • Tibco Software Inc • Services-prepackaged software • Delaware
TIBCO Software Inc. (the “Company”) hereby grants you, (the “Employee”), an Award of Restricted Stock Units under the Company’s 2008 Equity Incentive Plan (the “Plan”). The date of this Performance-Based Restricted Stock Unit Agreement (the “Agreement”) is , 2014 (the “Grant Date”). The Agreement is comprised of this Notice of Award, the attached Terms and Conditions of Performance-Based Restricted Stock Units (the “Terms and Conditions”) (Appendix A), and the attached Performance-Based Vesting Requirements (Appendix B). Subject to the provisions of this Agreement and of the Plan, the principal features of this grant are as follows:
TIBCO SOFTWARE INC.Tibco Software Inc • February 5th, 2003 • Services-prepackaged software
TIBCO SOFTWARE INC. TODD BRADLEY EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2014 • Tibco Software Inc • Services-prepackaged software • California
TIBCO SOFTWARE INC. 2008 EQUITY INCENTIVE PLAN (February 27, 2014 Restatement)Tibco Software Inc • April 8th, 2014 • Services-prepackaged software • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 6th, 2012 • Tibco Software Inc • Services-prepackaged software • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 31, 2012 (this “Amendment”), to the Existing Credit Agreement (such capitalized terms and other capitalized terms used in this preamble and the recitals below shall have the meanings set forth in, or are defined by reference in, Article I below) is among TIBCO SOFTWARE INC., a Delaware corporation (the “Company”) and certain Subsidiaries of the Company, as Designated Borrowers (and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent.
COMPANY GUARANTYCompany Guaranty • December 21st, 2011 • Tibco Software Inc • Services-prepackaged software • New York
This COMPANY GUARANTY, dated as of December 19, 2011 (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Company Guaranty”), is made by TIBCO SOFTWARE INC., a Delaware corporation (the “Guarantor”) in favor of BANK OF AMERICA, N.A., as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Lenders and the L/C Issuer (together with the Administrative Agent, collectively, the “Lender Parties”).
