1999 Equity Incentive Plan - Robert Calderoni



 Exhibit 10.44 
 CONFIDENTIAL TREATMENT. THE PORTION OF THIS EXHIBIT THAT HAS BEEN REPLACED WITH “[*****]” HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS THE SUBJECT OF AN
APPLICATION FOR CONFIDENTIAL TREATMENT. 
 ARIBA, INC. 1999 EQUITY
INCENTIVE PLAN: 
 NOTICE OF STOCK
UNIT AWARD 
 (FY 2010 PERFORMANCE STOCK UNITS)

 You have been granted units representing shares of Common Stock of Ariba, Inc. (the “Company”) on the following terms:

  

			
	 Name of Recipient:
	  	Calderoni, Robert
		
	 Number of Units Granted:
	  	330,033
		
	 Date of Grant:
	  	November 19, 2009

 By accepting this grant, you agree as follows: 
  

	1.	This grant is made under and governed by the Ariba, Inc. 1999 Equity Incentive Plan (the “Plan”) and the Stock Unit Agreement. Both of these documents
are available on the Company’s internal web site at http://stock.ariba.com. 

  

	2.	The Company may deliver by email all documents relating to the Plan or this grant (including, without limitation, prospectuses required by the Securities and Exchange
Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). The Company may also deliver these documents by posting them on a web site
maintained by the Company or by a third party under contract with the Company. The “Ariba, Inc. 1999 Equity Incentive Plan—Summary and Prospectus” is available on the Company’s internal web site at http://stock.ariba.com. If, in
the future, the Company posts documents required by law on a web site, it will notify you by email. 

  

	3.	You have read the Company’s Securities Trading Policy, and you agree to comply with that policy whenever you acquire or dispose of the Company’s securities.
The Company’s Securities Trading Policy is available on the Company’s internal web site at http://stock.ariba.com. 

 RECIPIENT: 
  

	
	 /s/ Robert Calderoni









 ARIBA, INC. 1999 EQUITY
INCENTIVE PLAN: 
 STOCK UNIT AGREEMENT 

  

					
	 Payment for Units
	  	No payment is required for the units that you are receiving.
		
	 Vesting—General Rules
	  	Your units (or a percentage thereof) will vest after the FY 2010 Performance-Based Vesting Condition is satisfied, as described below, subject to any further
adjustment based on failure to meet fully the FY 2011 Threshold Performance Level, as described below.
		
		  	No units will vest after your Service (as defined below) has terminated for any reason, except as set forth in a Severance Agreement between you and the
Company.
		
	FY 2010 Performance-Based Vesting Condition	  	Subject to any adjustment based on failure to meet fully the FY 2011 Threshold Performance Level, the number of your units that vest will be determined on the basis
of Subscription Software Revenue (as defined below) for fiscal year 2010, as calculated pursuant to the following table:


						
			
	 	  	 2010 Subscription Software Revenue:
	  	Percentage of Total Number
of Units Awarded That Vests:	 
	  	  
 Less than $[*****]M
	  	0	% 
	  	 $[*****]M
	  	50	% 
	  	 $[*****]M
	  	75	% 
	  	 $[*****]M
	  	100	% 
	  	 $[*****]M
	  	125	% 
	  	 $[*****]M
	  	150	% 
	  	 $[*****]M
	  	175	% 
	  	$[*****]M or more	  	200	% 


					
		
		  	Straight-line interpolation will be used for Subscription Software Revenue amounts between the increments set forth above.
		
	FY 2011 Threshold Performance Level Adjustment	  	After the number of units is calculated pursuant to the table above, there may be a further adjustment to that calculated amount based on FY 2011 Subscription
Software Revenue as described in the table below.

  

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	 	  	 2011 Subscription Software Revenue:
	  	 Percentage of Total Number of
Adjusted Units That Vests:

			
		  	 Less than or equal to FY 2010 Subscription Software Revenue
	  	75% of Performance Adjusted Units
			
		  	 Equal to or Greater than the FY 2011 Threshold Performance Level (defined below)
	  	100% of Performance Adjusted Units


			
		
		  	Straight-line interpolation will be used for Subscription Software Revenue amounts between the increments set forth above.
		
	Vesting Date	  	100% of the units calculated pursuant to the tables above will vest on November 15, 2011, provided that your Service is continuous until that date.
		
	Adjustment of Performance-Based Vesting Conditions	  	The Committee, at its sole discretion, may make appropriate adjustments in the FY 2010 Performance-Based Vesting Condition and the FY 2011 Threshold Performance Level in order to
account for extraordinary events, including (without limitation) acquisitions and other corporate or financial events.
		
	Forfeiture	  	If your Service terminates for any reason, then your units will be forfeited to the extent that they have not vested before the termination date, except as set forth in a
Severance Agreement between you and the Company. This means that any units that have not vested under this Agreement or a Severance Agreement will immediately be cancelled. You receive no payment for units that are forfeited.
		
		  	The Company determines when your Service terminates for this purpose.
		
	Leaves of Absence and Part-Time Work	  	For purposes of this grant, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved
by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s written leave of absence policy (as in effect for similarly situated employees) or the terms of your leave. But your Service terminates
when the approved leave ends, unless you immediately return to active work.

  

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		  	If you go on a leave of absence during a performance period under this award, the Company may reduce your award based upon the amount of time that you were on leave, but in no
event will the reduced award be smaller than the original award multiplied by the ratio between time worked and the entire performance period. Similarly, if you commence working on a part-time basis, then the Company may reduce your award based on
the percentage of time worked as compared to a full-time employee.
		
	Settlement of Units	  	Each unit will be settled on the first Permissible Trading Day (as defined below) that occurs on or after the day when the unit vests. However, each unit must be settled not
later than the later of (a) December 15 of the Company’s fiscal year after the fiscal year in which the unit vests or (b) March 15 of the calendar year after the calendar year in which the unit vests.
		
		  	At the time of settlement, you will receive one share of the Company’s Common Stock for each vested unit. But the Company, at its sole discretion, may substitute an
equivalent amount of cash if the distribution of stock is not reasonably practicable due to the requirements of applicable law. The amount of cash will be determined on the basis of the market value of the Company’s Common Stock at the time of
settlement.
		
	Section 409A	  	This paragraph applies only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), at the time of your “separation from service,” as defined in those regulations. If this paragraph applies, then any units that otherwise would have been settled during the first six months
following your separation from service will instead be settled during the seventh month following your separation from service, unless the Company determines that the settlement of those units is exempt from Section 409A of the
Code.
		
	Nature of Units	  	Your units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of Common Stock (or distribute cash) on a future
date. As a holder of units, you have no rights other than the rights of a general creditor of the Company.
		
	No Voting Rights or Dividends	  	Your units carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your units are settled by issuing shares
of the Company’s Common Stock.
		
	Units Nontransferable	  	You may not sell, transfer, assign, pledge or otherwise dispose of any units. For instance, you may not use your units as security for a loan.

  

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	Withholding Taxes	  	No stock certificates or cash will be distributed to you unless you have made arrangements, as directed by the Company, for the payment of any withholding taxes that are due as a
result of the settlement of this award. At the discretion of the Company, these arrangements may include (a) payment in cash, (b) payment from the proceeds of the sale of shares through a Company-approved broker or (c) withholding
shares of Company stock that otherwise would be issued to you when the units are settled. The fair market value of these shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the withholding
taxes.
		
	Restrictions on Resale	  	You agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will
apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
		
	Employment at Will	  	Your award or this Agreement does not give you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve
the right to terminate your Service at any time, with or without cause.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of your units will be adjusted accordingly, as the Company may determine pursuant
to the Plan.
		
	Effect of Merger	  	If the Company is a party to a merger, consolidation or reorganization, then your units will be subject to Section 10.3 of the Plan, provided that any action taken must
either (a) preserve the exemption of your units from Section 409A of the Code or (b) comply with Section 409A of the Code.
		
	Applicable Law	  	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions).
		
	The Plan and Prior Agreements	  	 The text of the Plan is incorporated in this Agreement by reference.
 The Plan, this Agreement and the Notice of Stock Unit Award constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations
concerning this grant are superseded. However, if you and the Company entered into a Severance Agreement, then that Severance Agreement is not superseded and will continue to apply as described below.

		
	Amendments	  	This Agreement may be amended only by another written agreement between the parties.

  

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	Interpretation of Severance Agreement	  	If you and the Company entered into a Severance Agreement, then the vesting acceleration provisions or vesting continuation provisions (as applicable) of that Severance Agreement
will be applied to this award as follows:
		
		  	 •        If a Change in Control (as defined in the Severance Agreement) occurs
and you become entitled to accelerated vesting under the Severance Agreement after the Change in Control but before October 1, 2010, then 200% of the total number of your granted units will vest immediately. The FY 2010 Performance-Based
Vesting Condition and the FY 2011 Threshold Performance Level will be disregarded.

		
		  	 •        If no Change in Control occurs but you become entitled to accelerated
vesting (or continued vesting during a defined Continuation Period) under the Severance Agreement before October 1, 2010, then, for the purpose of calculating the number of shares eligible for vesting acceleration or vesting continuation under
the Severance Agreement, the FY 2010 Performance-Based Vesting Condition will be deemed to have been met at the 100% award vesting level defined in the first table above. The FY 2011 Threshold Performance Level will be
disregarded.

		
		  	 •        If you become entitled to accelerated vesting (or continued vesting
during a defined Continuation Period) for any reason under the Severance Agreement after September 30, 2010, but before October 1, 2011, then, for the purpose of calculating the number of shares eligible for vesting acceleration or vesting
continuation under the Severance Agreement, the actual percentage of the units calculated pursuant to the first table above will be used. The FY 2011 Threshold Performance Level will be disregarded.

		
		  	 •        If you become entitled to accelerated vesting (or continued vesting
during a defined Continuation Period) for any reason under the Severance Agreement after September 30, 2011, for the purpose of calculating the number of shares eligible for vesting acceleration or vesting continuation under the Severance
Agreement, the actual percentage of the units calculated pursuant to the first table above will be used, subject to any adjustment pursuant to the second table based on failure to meet fully the FY 2011 Threshold Performance
Level.

		
	Definitions:	  	
		
	Committee	  	“Committee” means the Compensation Committee of the Company’s Board of Directors.

  

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	FY 2011 Threshold Performance Level	  	“FY 2011 Threshold Performance Level” means the amount of Subscription Software Revenue that is 102% of the actual FY 2010 Subscription Software Revenue
achieved.
		
	Permissible Trading Day	  	“Permissible Trading Day” means a day that satisfies each of the following requirements:
		
		  	 •        The Nasdaq Global Market is open for trading on that
day,

		
		  	 •        You are permitted to sell shares of the Company’s Common Stock on
that day without incurring liability under Section 16(b) of the Securities Exchange Act of 1934, as amended,

		
		  	 •        Either (a) you are not in possession of material non-public
information that would make it illegal for you to sell shares of the Company’s Common Stock on that day under Rule 10b-5 of the Securities and Exchange Commission or (b) you have implemented a trading plan under Rule 10b5-1 of
the Securities and Exchange Commission covering the shares of the Company’s Common Stock to be issued under this Agreement and your trading plan has been approved by the Company’s Compliance Officer,

		
		  	 •        Under the Company’s written Securities Trading Policy, you are
permitted to sell shares of the Company’s Common Stock on that day, and

		
		  	 •        You are not prohibited from selling shares of the Company’s Common
Stock on that day by a written agreement between you and the Company or a third party.

		
	Service	  	“Service” means service as an employee, consultant or director of the Company or a subsidiary of the Company.
		
	Subscription Software Revenue	  	“Subscription Software Revenue” means subscription software revenue as determined under U.S. GAAP and published in the Company’s periodic financial
reports.

 BY ACCEPTING THIS
GRANT, YOU AGREE TO ALL OF THE TERMS AND 
 CONDITIONS DESCRIBED ABOVE, IN THE PLAN AND IN

 THE NOTICE OF STOCK UNIT
AWARD. 
  

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