Notice of Stock Unit Award & Agreement (FY2009) between Ariba & Robert Calderoni



 Exhibit 10.46 
 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 2009 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:	  	Robert Calderoni	  	
			
	Number of Units Granted:	  	325,000	  	
			
	Date of Grant:	  	October 27, 2008	  	

 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: 
  

	
	  









 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	  	33% of your units will vest after the 2009 performance-based vesting condition is satisfied, as described below. 67% of your units will vest after the 2009 and 2010 performance-based
vesting conditions are both satisfied, as described below.
		
		  	No additional 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.
		
	 2009 Performance-
 Based Vesting
Condition
	  	The number of your units that vest will be determined on the basis of Subscription Software Revenue (as defined below) for fiscal year 2009, as calculated pursuant to the following
table:
			
	  	  	 2009 Subscription Software
 Revenue:
	  	 Percentage of Total Number of
 Units Awarded That Vests:

	  	Less than $[****] M	  	0%
	  	$[****] M	  	50%
	  	$[****] M	  	100%
	  	$[****] M or more	  	200%
		
		  	Straight-line interpolation will be used for Subscription Software Revenue amounts between the increments set forth above.
		
	Vesting Dates and 2010 Performance-Based Vesting Condition	  	 33% of the units calculated pursuant to the table above will vest on November 15, 2009, provided that your Service is continuous
until that date. The remaining 67% of the units calculated pursuant to the table above will vest on November 10, 2010, provided that both:
  
 (a)    Your Service is continuous until November 10, 2010, and
  
 (b)    The 2010 performance-based
vesting condition is met. The 2010 performance-based vesting condition will be determined by the Committee and communicated to you on or before November 30, 2009.










			
	Adjustment of Performance-Based Vesting Conditions	  	The Committee, at its sole discretion, may make appropriate adjustments in the performance-based vesting conditions described above 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.
		
		  	If you go on a leave of absence, then the vesting dates specified above may be adjusted in accordance with the Company’s written leave of absence policy (as in effect for similarly situated
employees) or the terms of your leave. If you commence working on a part-time basis, then the vesting dates specified above may be adjusted in accordance with the Company’s written part-time work policy (as in effect for similarly situated
employees) or the terms of an agreement between you and the Company pertaining to your part-time schedule.
		
	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.

  

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		  	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 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.
		
	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.

  

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	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.
		
	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:

  

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		  	 •        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, 2009, then 200% of the total number of your units will vest immediately. The 2009 and 2010 performance-based vesting conditions 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, 2009, then, for the purpose of calculating the number of shares eligible for vesting acceleration or vesting continuation under the
Severance Agreement, the 2009 performance-based vesting condition will be deemed to have been met at the 100% award vesting level defined in the table above. The 2010 performance-based vesting conditions 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, 2009, but 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 actual percentage of the units calculated pursuant to the table above will be used. The 2010 performance-based vesting condition 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, 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 table above will be used and the 2010 performance-based vesting condition must also be satisfied.

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


  

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		  	 •        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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