Form of Grant and Stock Option Agreement


 Exhibit 10.9 
  
 ARIBA, INC.: 
 NOTICE OF STOCK OPTION GRANT UNDER THE 
 FREEMARKETS, INC. 
 SECOND AMENDED AND RESTATED STOCK INCENTIVE PLAN 
  
 You have been granted the following option to purchase shares of the Common
Stock of Ariba, Inc. (the “Company”): 
  

			
	 Name of Optionee:
	    	«Name»
		
	 Total Number of Shares:
	    	«TotalShares»
		
	 Option Number:
	    	«Number»
		
	 Type of Option:
	    	Nonstatutory Stock Option
		
	 Date of Grant:
	    	«DateGrant»
		
	 Exercise Price Per Share:
	    	$«PricePerShare»
		
	 Vesting Commencement Date:
	    	«VestDay»
		
	 Vesting Schedule:
	    	This option becomes exercisable with respect to the first «CliffPercent»% of the Shares subject to this option when you complete «CliffPeriod» months of continuous
service as an employee, consultant or director of the Company or a subsidiary of the Company (“Service”) from the Vesting Commencement Date. Thereafter, this option becomes exercisable with respect to an additional «Percent»%
of the Shares subject to this option when you complete each month of Service.
		
	 Expiration Date:
	    	«ExpDate». (This option expires earlier if your Service terminates earlier, as provided in the Stock Option Agreement.)

  
 By accepting this option, you agree
as follows: 
  

	1.	This option is granted under and governed by the FreeMarkets, Inc. Second Amended and Restated Stock Incentive Plan (the “Plan”) and the Stock Option Agreement. Both of
these documents are available on the Company’s internal web site at http://web.ariba.com/stock. 

  

	2.	 The Company may deliver by email all documents relating to the Plan or this option (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 “FreeMarkets, Inc. Stock Option Plans—Summary and Prospectus”
is available on the Company’s internal web site at http://web.ariba.com/stock. 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 (as it may be amended from time to time) 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://web.ariba.com/stock. 

  

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 ARIBA, INC.: 
 STOCK OPTION AGREEMENT UNDER THE 
 FREEMARKETS, INC. 
 SECOND
AMENDED AND RESTATED STOCK INCENTIVE PLAN 
  

			
	Tax Treatment	 	This option is a nonstatutory stock option, as provided in the Notice of Stock Option Grant. Therefore, this option is not intended to qualify as an incentive stock option under section 422
of the Internal Revenue Code.
		
	Vesting	 	This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. This option will not become exercisable for additional shares after your Service has terminated
for any reason.
		
	Term	 	This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (It will expire earlier if your Service terminates, as described
below.)
		
	Regular
Termination	 	If your Service terminates for any reason except death, total and permanent disability or termination for cause, then this option will expire at the close of business at Company headquarters
on the date three months after your termination date. The Company determines when your Service terminates for this purpose.
		
	Death	 	If you die as an employee, consultant or director of the Company or a subsidiary of the Company, then this option will expire at the close of business at Company headquarters on the date 12
months after the date of death.
		
	Disability	 	 If your Service terminates because of your total and permanent disability, then this option will expire at the close of business at Company
headquarters on the date 12 months after your termination date.
  
 For all
purposes under this Agreement, “total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result
in death or which has lasted, or can be expected to last, for a continuous period of not less than one year.

		
	Termination for Cause	 	If your Service is terminated for cause (as defined in the Plan), then this option will expire immediately, at the time of your termination.

  

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	Leaves of Absence
and Part-Time Work	 	 For purposes of this option, 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 the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to
active work.
  
 If you go on a leave of absence, then the vesting schedule
specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice
of Stock Option Grant may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule.

		
	Restrictions on
Exercise	 	The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or regulation.
		
	Notice of Exercise	 	 When you wish to exercise this option, you must notify the Company in the prescribed manner. Your notice must specify how many shares you wish to
purchase. Your notice must also specify how your shares should be registered. The notice will be effective when the Company receives it.
  
 If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do
so.

		
	Form of Payment	 	 When you submit your notice of exercise, you must also pay the option exercise price for the shares that you are purchasing. Payment may be made
in one (or a combination of two or more) of the following forms:
  
 •      Your personal check, a cashier’s check or a money order.
  
 •      Certificates for shares of Company stock that you own, along with any forms needed to
effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to
the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you. However, you may not surrender, or attest to the ownership of, shares of Company stock in payment of
the exercise price if your action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this option for financial reporting purposes.


  

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 •      Irrevocable directions to a securities broker approved by the Company to sell all or part of your option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the
option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given in the manner prescribed by the Company.
  
 •      Irrevocable directions to a securities broker or lender approved by the Company to pledge option shares as security for a loan and to deliver to the Company from the loan proceeds an amount
sufficient to pay the option exercise price and any withholding taxes. The directions must be given in the manner prescribed by the Company.

		
	Withholding Taxes
and Stock Withholding	 	You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. With
the Company’s consent, these arrangements may include withholding shares of Company stock that otherwise would be issued to you when you exercise this option. The value of these shares, determined as of the effective date of the option
exercise, will be applied to the withholding taxes.
		
	Restrictions on
Resale	 	You agree not to sell any option shares at a time when applicable laws or the Company’s Securities Trading Policy 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.
		
	Transfer of Option	 	 Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or
use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or a beneficiary designation.
  
 Regardless of any marital property settlement agreement, the Company is not obligated to
honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your option in any other way.

		
	Retention Rights	 	Your option or this Agreement does not give you the right to be employed or 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.

  

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	Stockholder Rights	 	You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company and paying the exercise price.
No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.
		
	Adjustments	 	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and the exercise price per share may be adjusted pursuant to
the Plan.
		
	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 Other
Agreements	 	 The text of the Plan is incorporated in this Agreement by reference.
  
 The Plan, this Agreement and the Notice of Stock Option Grant constitute the entire understanding between you and the Company regarding this
option. Any prior agreements, commitments or negotiations concerning this option 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. This
Agreement may be amended only by another written agreement between the parties.


  
 BY
ACCEPTING THIS OPTION, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS

 DESCRIBED ABOVE, IN THE PLAN AND
IN THE NOTICE OF STOCK OPTION GRANT. 
  

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