SIEBEL SYSTEMS, INC.




SIEBEL SYSTEMS, INC.

                       1996 EQUITY INCENTIVE PLAN

                       STOCK OPTION AGREEMENT

SIEBEL SYSTEMS, INC. (the "Company") is pleased to inform you that its
Board of Directors has granted you an option to purchase shares of the common stock of the Company
("Common Stock") under the Siebel Systems, Inc. 1996 Equity Incentive Plan (the "Plan").

The details of your option are as follows:


Optionee: ____________________

Number of Shares:  ______________________

Exercise Price: $ __________________ per share

Grant Date: ______________________

Expiration Date: ____________________, unless sooner terminated in
accordance with Section 5 of the Additional Terms and Conditions attached.


Vesting Commencement Date: ________________

Vesting Schedule: _________ % on ______________ anniversary of the
Vesting Commencement Date and


                   

                     _____________ % each ______________anniversary thereafter until fully vested.



                   
Vesting is subject to termination under the circumstances set forth
in the attached Additional Terms and Conditions.


Tax Qualification: This option ____ is/____ is not intended to qualify for
the federal income tax benefits available to an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.

Additional Terms and Optionee's Acknowledgements: This option is subject
to all of the terms and conditions of the Additional Terms and Conditions attached hereto. The
undersigned optionee acknowledges receipt of this Option Agreement and the Additional Terms and
Conditions (with exhibits referred to therein), and understands and agrees to all terms contained
therein. Optionee further acknowledges that as of the date of grant of this option, this Option
Agreement, together with the Additional Terms and Conditions, set forth the entire understanding
between optionee and the Company regarding the acquisition of stock in the Company and supersedes
all prior oral and written agreements on that subject with the exception of (i) the option
agreements previously granted and delivered to optionee under the Plan (including predecessors to
the Plan), and (ii) the following other agreements:


Other Agreements:  ___________________________



        
                            ___________________________

        
                            ___________________________










	
SIEBEL SYSTEMS, INC.
	
OPTIONEE: ___________________________

	
By: __________________________________
	
   __________________________________

	
 
	
Signature

	
Name: _________________________________
	
 

	
Date: _________________________________
	
Date: _________________________________




















SIEBEL SYSTEMS, INC.

                       1996 EQUITY INCENTIVE PLAN

                       INCENTIVE STOCK OPTION AGREEMENT

ADDITIONAL TERMS AND CONDITIONS

 



1. Method of Payment. Payment of the exercise price per share is due
in full upon exercise of all or any part of this option. You may make payment of the exercise price
under one or a combination of the following alternatives:


a. Payment of the exercise price per share in cash or check at the time of exercise;


b. Payment with an executed promissory note in the amount of the exercise
price per share, if so determined by the officers of the Company. All amounts due under the note
will be payable no later than three (3) years following the time of exercise, or upon your earlier
termination of service with the Company and its parent and subsidiary corporations (as defined in
Section 424 of the Code and hereinafter referred to as an "Affiliate"). The note will bear interest
at the minimum rate established by the Internal Revenue Code (the "Code") necessary to avoid the
treatment as interest under any applicable provisions of the Code of any portion of any amounts
other than amounts stated to be interest under the note. The note will be secured by a pledge of the
Company's common stock ("Common Stock") purchased with the note. The forms to be used for the
promissory note and the pledge of shares and any additional documentation shall be determined by and
be satisfactory to the Company;


c. If at the time of exercise, the Common Stock is publicly traded and
quoted regularly in the Wall Street Journal, payment with shares of Common Stock you already own.
The shares of Common Stock (i) will be valued at its fair market value on the date of exercise, (ii)
if originally acquired from the Company, must have been held for the period required to avoid a
charge to the Company's reported earnings, and (iii) must be owned free and clear of any liens,
claims, encumbrances or security interests;


d. This option may also be exercised as part of a program developed under
Regulation T as promulgated by the Federal Reserve Board which results in the receipt of cash (or a
check) by the Company before Common Stock is issued or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales proceeds before Common Stock is
issued; or 


e. Payment by a combination of the methods of payment listed in subparagraph
1.a. through 1.d. above.





2. No Exercise of Unvested Shares. This option does not permit
exercise with respect to any unvested shares.


3. Whole Shares. You may exercise this option only for whole shares
and the Company shall be under no obligation to issue any fractional shares of Common Stock to
you.


4. Securities Law Compliance. Notwithstanding anything to the
contrary contained in this option, this option may not be exercised unless the shares issuable upon
exercise of this option are then registered under the Securities Act of 1933, as amended (the
"Securities Act") or, if the shares are not registered at that time, the Company has determined that
the exercise and issuance would be exempt from the registration requirements of the Securities
Act.


5. Term of Option. The term of this option begins on the date you
were granted this option and terminates on the Expiration Date set forth in the Agreement, unless it
terminates sooner for reasons described below. You may not, under any circumstances, exercise this
option after the Expiration Date. By delivering written notice to the Company, in a form
satisfactory to the Company, you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise this option.

This option will terminate prior to the end of its term if your Continuous
Status as an Employee, Director or Consultant with the Company or any Affiliate is terminated for
any reason or for no reason. Your option will then terminate three (3) months after the date on
which you are no longer providing services to the Company or any Affiliate unless one of the
following circumstances exists:


a.Your termination of service is due to your permanent and
total disability (within the meaning of Section 422(c)(6) of the Code). This option will then
terminate on the earlier of the Expiration Date or twelve (12) months following the termination of
your Continuous Status as an Employee, Director or Consultant.

b.Your termination of service is due to your death. This
option will then terminate on the earlier of the Expiration Date or twelve (12) months after your
death.

c.If during any part of the three (3)-month period described
above, you may not exercise your option solely because of the condition described in paragraph 4
above, then your option will not terminate until the earlier of the Expiration Date or until this
option shall become exercisable for a period of three (3) months after the termination of your
Continuous Status as an Employee, Director or Consultant.

d.If your exercise of the option within three (3) months after
termination of your Continuous Status as an Employee, Director or Consultant with the Company and
any Affiliate will result in liability under Section 16(b) of the Securities Exchange Act of 1934,
as amended, then your option will terminate on the earlier of (i) the Expiration Date, (ii) the
tenth (10th) day after the last date on which your exercise would result in such liability or (iii)
six (6) months and ten (10) days after the termination of your Continuous Status as an Employee,
Director or Consultant with the Company and any Affiliate.




To obtain the federal income tax advantages associated with an incentive
stock option, the Code requires that at all times beginning on the date of grant of the option and
ending on the day three (3) months before the date of the option's exercise, you must be an employee
of the Company or an Affiliate, except in the event of your death or disability. The Company has
provided for continued vesting or extended exercisability for your option under certain
circumstances for your benefit, but cannot guarantee that your option will necessarily be treated as
an incentive stock option if you provide services to the Company or an Affiliate as a consultant or
exercise your option more than three (3) months after the date your employment with the Company or
an Affiliate terminates.


6. Exercise of Option.


a. This option may not be exercised before the date on which the
shareholders of the Company have approved the Plan under which this option is granted.


b. You may exercise this option to the extent specified above by delivering
the Notice of Exercise attached to this option as an exhibit together with the exercise price to the
Secretary of the Company, or another person designated by the Company, during regular business
hours, together with any additional documents required in the Notice of Exercise.


c. By exercising this option you agree that:


i. the Company may require you to pay to the Company any tax withholding
obligation of the Company arising from (1) your exercise of this option; (2) the lapse of
any substantial risk of forfeiture to which the shares are subject at the time of exercise; or
(3) the disposition of the shares of Common Stock you acquired upon the exercise of this
option;

ii. you will notify the Company in writing within fifteen (15) days after the
date on which you dispose of any of the shares of the Common Stock issued to you upon your exercise
of this option if the disposition of shares occurs within two (2) years after the date on which you
were granted this option or within one (1) year of the date on which you exercised this option;
and

iii. in connection with an underwritten registration of the offering of any
securities of the Company under the Securities Act, the Company (or a representative of the
underwriters) may require that you not sell or otherwise transfer or dispose of any shares of Common
Stock or other securities of the Company during a period not to exceed one hundred eighty (180) days
following the effective date (the "Effective Date") of the registration statement of the Company
filed under the Securities Act. For purposes of this restriction you will be considered to own
securities which (i) you own directly or indirectly, including securities held for your benefit
by nominees, custodians, brokers or pledgees; (ii) you may acquire within sixty (60) days of
the Effective Date; (iii) are owned directly or indirectly, by or for your brothers or sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants; or (iv) are owned,
directly or indirectly, by or for a corporation, partnership, estate or trust of which you are a
shareholder, partner or beneficiary, but only to the extent of your proportionate interest in the
corporation, partnership, estate or trust as a shareholder, partner or beneficiary. You further
agree that the Company may impose stop-transfer instructions on the securities subject to these
restrictions until the end of the period.





7. Option Not Transferable. This option may not be transferred,
except by will or by the laws of descent and distribution, and may be exercised during your life
only by you.


8. Option Not a Service Contract. This option is not an employment
contract and nothing in this option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company, or of the Company to continue your employment
with the Company. In addition, nothing in this option shall obligate the Company or any Affiliate of
the Company, or their respective shareholders, Board of Directors, officers or employees to continue
any relationship which you might have as a Director or Consultant for the Company or Affiliate of
the Company.


9. Notices. Any notices provided for in this option or the Plan will
be given in writing and will be considered to have been given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the United States mail,
postage prepaid, addressed to you at the address specified below or at such other address as you
later designate in writing to the Company.


10. Governing Plan Document. This option is subject to all the
provisions of the Plan, which is attached as an exhibit to this option. All provisions of the Plan
are hereby made a part of this option. This option is further subject to all interpretations,
amendments, rules and regulations which may from time to time be set forth and adopted under the
Plan. In the event of any conflict between the provisions of this option and those of the Plan, the
provisions of the Plan shall control.



Exhibits


Siebel Systems, Inc. 1996 Equity Incentive Plan

                       Notice of Exercise




















NOTICE OF EXERCISE

 

SIEBEL SYSTEMS, INC.

                   4005 Bohannon Drive

                   Menlo Park, California 94025


Date of Exercise: __________________           


Ladies and Gentlemen:

I elect to purchase under my stock option the number of shares for the price
set forth below.



	
Type of option:
	
Incentive

	
Type of exercise:
	
Vested shares only

	
Date stock option was granted:
	
__________________

	
Number of shares as to which option is exercised:
	
__________________

	
Certificates to be issued in name of:
	
__________________

	
Total exercise price:
	
$ __________________

	
Cash payment delivered with this notice:
	
$ __________________

	
Value of _____ shares of Siebel Systems, Inc. common stock delivered with this notice: 1

	
$ __________________





____________




 1  Shares must meet the public trading requirements set forth in the option.  Shares must be valued in
accordance with the terms of the option being exercised, must have been owned for the minimum
period required in the option, and must be owned free and clear of any liens, claims, encumbrances
or security interests.  Certificates must be endorsed or accompanied by an executed assignment
separate from certificate.



By this exercise, I agree to provide any additional documents you may
reasonably require to complete the exercise of this option and the issuance of shares of the Common
Stock of the Company in accordance with all applicable laws.

I make the following representations with respect to the number of shares of
Common Stock of the Company listed above (the "Shares"), which I am acquiring for my own account
upon the exercise of the Option described above:

I acknowledge that all certificates representing any of the Shares subject to
the provisions of the Option will be endorsed with appropriate legends reflecting any restrictions
under the Company's Articles of Incorporation, Bylaws and/or applicable securities laws.

I further agree that, if required by the Company (or a representative of the
underwriters) in connection with an underwritten registration of the offering of any securities of
the Company under the Securities Act, I will not sell or otherwise transfer or dispose of any shares
of Common Stock or other securities of the Company during a period not to exceed one hundred eighty
(180) days following the effective date (the "Effective Date") of the registration statement of the
Company filed under the Securities Act. For purposes of this restriction I will be considered to own
securities that (i) are owned directly or indirectly by me, including securities held for my benefit
by nominees, custodians, brokers or pledgees; (ii) may be acquired by me within sixty (60) days of
the Effective Date; (iii) are owned directly or indirectly, by or for my brothers or sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants; or (iv) are owned,
directly or indirectly, by or for a corporation, partnership, estate or trust of which I am a
shareholder, partner or beneficiary, but only to the extent of my proportionate interest in the
corporation, partnership, estate or trust as a shareholder, partner or beneficiary. I further agree
that the Company may impose stop-transfer instructions with respect to securities subject to the
restrictions, described above, until the end of such period. 


Very truly yours,


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