EXHIBIT 10.3



                                  MARIMBA, INC.

                        1999 EMPLOYEE STOCK PURCHASE PLAN



                   (AS AMENDED AND RESTATED OCTOBER 19, 2000)


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                                TABLE OF CONTENTS



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SECTION 1.  PURPOSE OF THE PLAN..............................................1

SECTION 2.  ADMINISTRATION OF THE PLAN.......................................1
         (a)  Committee Composition..........................................1
         (b)  Committee Responsibilities.....................................1

SECTION 3.  ENROLLMENT AND PARTICIPATION.....................................1
         (a)  Offering Periods...............................................1
         (b)  Contribution Periods...........................................1
         (c)  Enrollment.....................................................1
         (d)  Duration of Participation......................................1
         (e)  Applicable Offering Period.....................................2

SECTION 4.  EMPLOYEE CONTRIBUTIONS...........................................2
         (a)  Frequency of Payroll Deductions................................2
         (b)  Amount of Payroll Deductions...................................2
         (c)  Changing Withholding Rate......................................3
         (d)  Discontinuing Payroll Deductions...............................3
         (e)  Limit on Number of Elections...................................3

SECTION 5.  WITHDRAWAL FROM THE PLAN.........................................3
         (a)  Withdrawal.....................................................3
         (b)  Re-Enrollment After Withdrawal.................................3

SECTION 6.  CHANGE IN EMPLOYMENT STATUS......................................3
         (a)  Termination of Employment......................................3
         (b)  Leave of Absence...............................................3
         (c)  Death..........................................................4

SECTION 7.  PLAN ACCOUNTS AND PURCHASE OF SHARES.............................4
         (a)  Plan Accounts..................................................4
         (b)  Purchase Price.................................................4
         (c)  Number of Shares Purchased.....................................4
         (d)  Available Shares Insufficient..................................4
         (e)  Issuance of Stock..............................................4
         (f)  Unused Cash Balances...........................................5
         (g)  Stockholder Approval...........................................5

SECTION 8.  LIMITATIONS ON STOCK OWNERSHIP...................................5
         (a)  Five Percent Limit.............................................5
         (b)  Dollar Limit...................................................5

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SECTION 9.  RIGHTS NOT TRANSFERABLE..........................................6

SECTION 10.  NO RIGHTS AS AN EMPLOYEE........................................6

SECTION 11.  NO RIGHTS AS A STOCKHOLDER......................................6

SECTION 12.  SECURITIES LAW REQUIREMENTS.....................................7

SECTION 13.  STOCK OFFERED UNDER THE PLAN....................................7
         (a)  Authorized Shares..............................................7
         (b)  Anti-Dilution Adjustments......................................7
         (c)  Reorganizations................................................7

SECTION 14.  AMENDMENT OR DISCONTINUANCE.....................................7

SECTION 15.  DEFINITIONS.....................................................7
         (a)  Board..........................................................7
         (b)  Code 8
         (c)  Committee......................................................8
         (d)  Company........................................................8
         (e)  Compensation...................................................8
         (f)  Contribution Period............................................8
         (g)  Corporate Reorganization.......................................8
         (h)  Eligible Employee..............................................8
         (i)  Exchange Act...................................................8
         (j)  Fair Market Value..............................................8
         (k)  IPO  ..........................................................9
         (l)  Offering Period................................................9
         (m)  Participant....................................................9
         (n)  Participating Company..........................................9
         (o)  Plan 10
         (p)  Plan Account...................................................9
         (q)  Purchase Price.................................................9
         (r)  Stock..........................................................9
         (s)  Subsidiary.....................................................9



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                                  MARIMBA, INC.

                        1999 EMPLOYEE STOCK PURCHASE PLAN


SECTION 1.  PURPOSE OF THE PLAN.

         The Plan was adopted by the Board on February 2, 1999,  effective as of
the date of the IPO.  The purpose of the Plan is to provide  Eligible  Employees
with an opportunity to increase their proprietary interest in the success of the
Company by purchasing  Stock from the Company on favorable  terms and to pay for
such purchases through payroll deductions. The Plan is intended to qualify under
section 423 of the Code.

SECTION 2.  ADMINISTRATION OF THE PLAN.

         (a)  Committee  Composition.  The  Plan  shall be  administered  by the
Committee.  The Committee shall consist  exclusively of one or more directors of
the Company, who shall be appointed by the Board.

         (b) Committee Responsibilities.  The Committee shall interpret the Plan
and make all other policy  decisions  relating to the operation of the Plan. The
Committee may adopt such rules,  guidelines and forms as it deems appropriate to
implement the Plan. The Committee's determinations under the Plan shall be final
and binding on all persons.

SECTION 3.  ENROLLMENT AND PARTICIPATION.

         (a)  Offering  Periods.  While the Plan is in effect,  two  overlapping
Offering  Periods shall  commence in each calendar  year.  The Offering  Periods
shall consist of the 24-month  periods  commencing on each May 1 and November 1,
except that the first Offering  Period shall commence on the date of the IPO and
end on April 30, 2001.

         (b) Contribution Periods. While the Plan is in effect, two Contribution
Periods shall  commence in each calendar year.  The  Contribution  Periods shall
consist of the six-month periods commencing on each May 1 and November 1, except
that the first Contribution Period shall commence on the date of the IPO and end
on October 31, 1999.

         (c) Enrollment.  Any individual who, on the day preceding the first day
of an Offering Period,  qualifies as an Eligible  Employee may elect to become a
Participant  in the Plan for such Offering  Period by executing  the  enrollment
form prescribed for this purpose by the Committee.  The enrollment form shall be
filed with the  Company at the  prescribed  location  not later than 10 business
days  prior  to the  commencement  of such  Offering  Period,  unless  otherwise
provided by the Company.

         (d) Duration of Participation. Once enrolled in the Plan, a Participant
shall  continue  to  participate  in the Plan  until he or she  ceases  to be an
Eligible Employee, withdraws from the Plan under Section 5(a) or reaches the end
of the  Contribution  Period in which  his or

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her  employee  contributions  were  discontinued  under  Section 4(d) or 8(b). A
Participant  who  discontinued  employee  contributions  under  Section  4(d) or
withdrew from the Plan under Section 5(a) may again become a Participant,  if he
or she then is an Eligible  Employee,  by following the  procedure  described in
Subsection  (c)  above.  A  Participant   whose  employee   contributions   were
discontinued   automatically  under  Section  8(b)  shall  automatically  resume
participation at the beginning of the earliest Contribution Period ending in the
next calendar year, if he or she then is an Eligible Employee.

         (e)  Applicable  Offering  Period.  For  purposes  of  calculating  the
Purchase  Price under  Section 7(b),  the  applicable  Offering  Period shall be
determined as follows:

                  (i) Once a Participant is enrolled in the Plan for an Offering
         Period,  such  Offering  Period  shall  continue to apply to him or her
         until the earliest of (A) the end of such Offering Period,  (B) the end
         of  his  or  her  participation  under  Subsection  (d)  above  or  (C)
         re-enrollment for a subsequent  Offering Period under Paragraph (ii) or
         (iii) below.

                  (ii) In the event that the Fair  Market  Value of Stock on the
         last trading day before the  commencement  of the  Offering  Period for
         which the  Participant  is enrolled is higher than on the last  trading
         day before the  commencement  of any subsequent  Offering  Period,  the
         Participant  shall  automatically  be re-enrolled  for such  subsequent
         Offering Period.

                  (iii) Any other  provision  of the Plan  notwithstanding,  the
         Company  (at  its  sole   discretion)   may  determine   prior  to  the
         commencement of any new Offering Period that all Participants  shall be
         re-enrolled for such new Offering Period.

                  (iv) When a Participant  reaches the end of an Offering Period
         but his or her  participation  is to  continue,  then such  Participant
         shall  automatically  be  re-enrolled  for  the  Offering  Period  that
         commences immediately after the end of the prior Offering Period.

SECTION 4.  EMPLOYEE CONTRIBUTIONS.

         (a) Frequency of Payroll Deductions.  A Participant may purchase shares
of  Stock  under  the  Plan  solely  by means  of  payroll  deductions.  Payroll
deductions,  as designated by the Participant  pursuant to Subsection (b) below,
shall occur on each payday during participation in the Plan.

         (b) Amount of Payroll Deductions.  An Eligible Employee shall designate
on the  enrollment  form the portion of his or her  Compensation  that he or she
elects to have withheld for the purchase of Stock. Such portion shall be a whole
percentage  of the Eligible  Employee's  Compensation,  but not less than 1% nor
more than 10% or such lesser  percentage  established by the Committee from time
to time.

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         (c) Changing  Withholding  Rate. If a Participant  wishes to change the
rate of payroll withholding, he or she may do so by filing a new enrollment form
with the Company at the  prescribed  location at any time.  The new  withholding
rate shall be effective as soon as  reasonably  practicable  after such form has
been  received  by the  Company.  The  new  withholding  rate  shall  be a whole
percentage  of the Eligible  Employee's  Compensation,  but not less than 1% nor
more than 10% or such lesser percentage established by the Committee.

         (d)  Discontinuing  Payroll  Deductions.  If a  Participant  wishes  to
discontinue employee contributions entirely, he or she may do so by filing a new
enrollment form with the Company at the prescribed location at any time. Payroll
withholding  shall cease as soon as reasonably  practicable  after such form has
been  received by the  Company.  (In  addition,  employee  contributions  may be
discontinued  automatically  pursuant to Section  8(b).) A  Participant  who has
discontinued  employee  contributions may resume such  contributions by filing a
new  enrollment  form  with the  Company  at the  prescribed  location.  Payroll
withholding  shall resume as soon as reasonably  practicable after such form has
been received by the Company.

         (e) Limit on Number of Elections.  No Participant  shall make more than
two elections under Subsection (c) or (d) above within any Contribution Period.

SECTION 5.  WITHDRAWAL FROM THE PLAN.

         (a)  Withdrawal.  A Participant  may elect to withdraw from the Plan by
filing the prescribed  form with the Company at the  prescribed  location at any
time  before  the  last  day of a  Contribution  Period.  As soon as  reasonably
practicable  thereafter,  payroll  deductions  shall cease and the entire amount
credited to the  Participant's  Plan Account  shall be refunded to him or her in
cash, without interest. No partial withdrawals shall be permitted.

         (b)  Re-Enrollment  After  Withdrawal.  A  former  Participant  who has
withdrawn from the Plan shall not be a Participant until he or she re-enrolls in
the  Plan  under  Section  3(c).  Re-enrollment  may be  effective  only  at the
commencement of an Offering Period.

SECTION 6.  CHANGE IN EMPLOYMENT STATUS.

         (a) Termination of Employment. Termination of employment as an Eligible
Employee  for any  reason,  including  death,  shall be treated as an  automatic
withdrawal from the Plan under Section 5(a). (A transfer from one  Participating
Company to another shall not be treated as a termination of employment.)

         (b) Leave of Absence. For purposes of the Plan, employment shall not be
deemed to terminate when the Participant  goes on a military leave, a sick leave
or another bona fide leave of absence,  if the leave was approved by the Company
in writing. Employment,  however, shall be deemed to terminate 90 days after the
Participant goes on a leave,  unless a contract or statute guarantees his or her
right to return to work.  Employment  shall be deemed to  terminate in any event
when the approved  leave ends,  unless the  Participant  immediately  returns to
work.

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         (c) Death. In the event of the Participant's death, the amount credited
to his or her Plan Account shall be paid to a  beneficiary  designated by him or
her for this purpose on the  prescribed  form or, if none, to the  Participant's
estate.  Such form shall be valid  only if it was filed with the  Company at the
prescribed location before the Participant's death.

SECTION 7.  PLAN ACCOUNTS AND PURCHASE OF SHARES.

         (a) Plan  Accounts.  The Company  shall  maintain a Plan Account on its
books in the name of each  Participant.  Whenever an amount is deducted from the
Participant's  Compensation under the Plan, such amount shall be credited to the
Participant's Plan Account. Amounts credited to Plan Accounts shall not be trust
funds and may be  commingled  with the Company's  general  assets and applied to
general corporate purposes. No interest shall be credited to Plan Accounts.

         (b)  Purchase  Price.  The  Purchase  Price  for  each  share  of Stock
purchased at the close of a Contribution Period shall be the lower of:

                  (i) 85% of the Fair  Market  Value  of such  share on the last
         trading day in such Contribution Period; or

                  (ii) 85% of the Fair  Market  Value of such  share on the last
         trading day before the  commencement of the applicable  Offering Period
         (as  determined  under  Section  3(e))  or,  in the  case of the  first
         Offering  Period under the Plan, 85% of the price at which one share of
         Stock is offered to the public in the IPO.

         (c) Number of Shares Purchased. As of the last day of each Contribution
Period,  each Participant shall be deemed to have elected to purchase the number
of shares of Stock calculated in accordance with this Subsection (c), unless the
Participant has previously  elected to withdraw from the Plan in accordance with
Section 5(a). The amount then in the Participant's Plan Account shall be divided
by the Purchase Price,  and the number of shares that results shall be purchased
from the Company with the funds in the Participant's Plan Account. The foregoing
notwithstanding,  no  Participant  shall purchase more than 1500 shares of Stock
with respect to any  Contribution  Period nor more than the amounts of Stock set
forth in Sections 8(b) and 13(a).  The  Committee may determine  with respect to
all Participants  that any fractional share, as calculated under this Subsection
(c), shall be (i) rounded down to the next lower whole share or (ii) credited as
a fractional share.

         (d)  Available  Shares  Insufficient.  In the event that the  aggregate
number of shares that all  Participants  elect to purchase during a Contribution
Period  exceeds the maximum  number of shares  remaining  available for issuance
under  Section  13(a),  then the number of shares to which each  Participant  is
entitled shall be determined by multiplying  the number of shares  available for
issuance by a fraction, the numerator of which is the number of shares that such
Participant  has elected to purchase and the  denominator of which is the number
of shares that all Participants have elected to purchase.

         (e) Issuance of Stock.  Certificates  representing  the shares of Stock
purchased by a Participant  under the Plan shall be issued to him or her as soon
as reasonably practicable after the


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close of the  applicable  Contribution  Period,  except that the  Committee  may
determine  that such shares  shall be held for each  Participant's  benefit by a
broker  designated by the  Committee  (unless the  Participant  has elected that
certificates  be issued to him or her).  Shares may be registered in the name of
the  Participant or jointly in the name of the Participant and his or her spouse
as joint tenants with right of survivorship or as community property.

         (f) Unused Cash Balances. An amount remaining in the Participant's Plan
Account that  represents the Purchase  Price for any  fractional  share shall be
carried over in the Participant's Plan Account to the next Contribution  Period.
Any amount  remaining in the  Participant's  Plan Account  that  represents  the
Purchase  Price for  whole  shares  that  could  not be  purchased  by reason of
Subsection  (c) above,  Section  8(b) or Section  13(a) shall be refunded to the
Participant in cash, without interest.

         (g)   Stockholder   Approval.   Any   other   provision   of  the  Plan
notwithstanding, no shares of Stock shall be purchased under the Plan unless and
until the Company's stockholders have approved the adoption of the Plan.

SECTION 8.  LIMITATIONS ON STOCK OWNERSHIP.

         (a)   Five   Percent   Limit.   Any   other   provision   of  the  Plan
notwithstanding, no Participant shall be granted a right to purchase Stock under
the Plan if such Participant,  immediately after his or her election to purchase
such Stock, would own stock possessing more than 5% of the total combined voting
power  or  value  of all  classes  of stock  of the  Company  or any  parent  or
Subsidiary of the Company.  For purposes of this  Subsection  (a), the following
rules shall apply:

                  (i) Ownership of stock shall be determined  after applying the
         attribution rules of section 424(d) of the Code;

                  (ii) Each Participant shall be deemed to own any stock that he
         or she has a right or option to purchase  under this or any other plan;
         and

                  (iii)  Each  Participant  shall be deemed to have the right to
         purchase  1500  shares of Stock  under  this Plan with  respect to each
         Contribution Period.

         (b) Dollar Limit. Any other provision of the Plan  notwithstanding,  no
Participant  shall  purchase  Stock  with a Fair  Market  Value in excess of the
following limit:

                  (i) In the case of Stock  purchased  during an Offering Period
         that  commenced in the current  calendar year, the limit shall be equal
         to (A) $25,000  minus (B) the Fair  Market  Value of the Stock that the
         Participant  previously  purchased in the current  calendar year (under
         this Plan and all other employee stock purchase plans of the Company or
         any parent or Subsidiary of the Company).

                  (ii) In the case of Stock purchased  during an Offering Period
         that commenced in the  immediately  preceding  calendar year, the limit
         shall be equal

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         to (A) $50,000  minus (B) the Fair  Market  Value of the Stock that the
         Participant  previously  purchased  (under  this  Plan  and  all  other
         employee  stock  purchase  plans  of  the  Company  or  any  parent  or
         Subsidiary  of the  Company)  in the current  calendar  year and in the
         immediately preceding calendar year.

                  (iii) In the case of Stock purchased during an Offering Period
         that commenced in the second  preceding  calendar year, the limit shall
         be equal to (A) $75,000  minus (B) the Fair  Market  Value of the Stock
         that the  Participant  previously  purchased  (under  this Plan and all
         other  employee  stock  purchase  plans of the Company or any parent or
         Subsidiary of the Company) in the current  calendar year and in the two
         preceding calendar years.

For  purposes of this  Subsection  (b),  the Fair Market Value of Stock shall be
determined in each case as of the beginning of the Offering Period in which such
Stock is purchased.  Employee  stock purchase plans not described in section 423
of the  Code  shall  be  disregarded.  If a  Participant  is  precluded  by this
Subsection (b) from purchasing  additional Stock under the Plan, then his or her
employee  contributions  shall automatically be discontinued and shall resume at
the  beginning of the earliest  Contribution  Period ending in the next calendar
year (if he or she then is an Eligible Employee).

SECTION 9.  RIGHTS NOT TRANSFERABLE.

         The  rights of any  Participant  under the Plan,  or any  Participant's
interest  in any Stock or moneys  to which he or she may be  entitled  under the
Plan,  shall not be  transferable  by voluntary or involuntary  assignment or by
operation of law, or in any other manner other than by  beneficiary  designation
or the laws of descent and distribution. If a Participant in any manner attempts
to transfer,  assign or otherwise  encumber his or her rights or interest  under
the Plan,  other than by  beneficiary  designation  or the laws of  descent  and
distribution,  then such act shall be treated as an election by the  Participant
to withdraw from the Plan under Section 5(a).

SECTION 10.  NO RIGHTS AS AN EMPLOYEE.

         Nothing in the Plan or in any right granted under the Plan shall confer
upon the  Participant  any right to  continue  in the employ of a  Participating
Company  for any period of  specific  duration or  interfere  with or  otherwise
restrict  in any  way  the  rights  of  the  Participating  Companies  or of the
Participant,  which rights are hereby  expressly  reserved by each, to terminate
his or her employment at any time and for any reason, with or without cause.

SECTION 11.  NO RIGHTS AS A STOCKHOLDER.

         A Participant shall have no rights as a stockholder with respect to any
shares of Stock that he or she may have a right to purchase under the Plan until
such shares have been purchased on the last day of the  applicable  Contribution
Period.

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SECTION 12.  SECURITIES LAW REQUIREMENTS.

         Shares of Stock shall not be issued  under the Plan unless the issuance
and  delivery of such shares  comply  with (or are exempt  from) all  applicable
requirements of law, including (without  limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated  thereunder,  state securities
laws  and  regulations,  and the  regulations  of any  stock  exchange  or other
securities market on which the Company's securities may then be traded.

SECTION 13.  STOCK OFFERED UNDER THE PLAN.

         (a)  Authorized  Shares.  The number of shares of Stock  available  for
purchase under the Plan shall be 500,000 (subject to adjustment pursuant to this
Section 13). As of January 1 of each year,  commencing  with the year 2000,  the
aggregate  number of shares of Stock  available for purchase  during the life of
the Plan shall automatically  increase by a number equal to the lesser of (a) 2%
of the total number of shares of Stock then outstanding or (b) 500,000.

         (b) Anti-Dilution Adjustments.  The aggregate number of shares of Stock
offered under the Plan, the 1500-share  limitation described in Section 7(c) and
the price of shares  that any  Participant  has  elected  to  purchase  shall be
adjusted  proportionately  by the  Committee for any increase or decrease in the
number  of  outstanding   shares  of  Stock  resulting  from  a  subdivision  or
consolidation  of shares or the payment of a stock dividend,  any other increase
or decrease in such shares effected  without receipt or payment of consideration
by the Company,  the distribution of the shares of a Subsidiary to the Company's
stockholders or a similar event.

         (c) Reorganizations.  Any other provision of the Plan  notwithstanding,
immediately  prior to the  effective  time of a  Corporate  Reorganization,  the
Offering  Period and  Contribution  Period then in progress shall  terminate and
shares shall be  purchased  pursuant to Section 7, unless the Plan is assumed by
the  surviving  corporation  or its parent  corporation  pursuant to the plan of
merger or consolidation.  The Plan shall in no event be construed to restrict in
any way the Company's  right to undertake a  dissolution,  liquidation,  merger,
consolidation or other reorganization.

SECTION 14.  AMENDMENT OR DISCONTINUANCE.

         The Board shall have the right to amend,  suspend or terminate the Plan
at any time and without  notice.  Except as provided in Section 13, any increase
in the aggregate  number of shares of Stock to be issued under the Plan shall be
subject to approval by a vote of the  stockholders of the Company.  In addition,
any other  amendment  of the Plan shall be subject to  approval by a vote of the
stockholders  of the  Company to the extent  required  by an  applicable  law or
regulation.  The Plan was  amended by the Board on October  19, 2000 to increase
the share limitation described in Section 7(c) from 500 shares to 1500 shares.

SECTION 15.  DEFINITIONS.

         (a) "Board" means the Board of Directors of the Company, as constituted
from time to time.

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         (b) "Code" means the Internal Revenue Code of 1986, as amended.

         (c) "Committee" means a committee of the Board, as described in Section
2.

         (d) "Company" means Marimba, Inc., a Delaware corporation.

         (e)  "Compensation"  means (i) the total compensation paid in cash to a
Participant by a Participating  Company,  including  salaries,  wages,  bonuses,
incentive compensation,  commissions, overtime pay and shift premiums, plus (ii)
any pre-tax contributions made by the Participant under section 401(k) or 125 of
the Code.  "Compensation" shall exclude all non-cash items, moving or relocation
allowances,   cost-of-living  equalization  payments,  car  allowances,  tuition
reimbursements, imputed income attributable to cars or life insurance, severance
pay, fringe benefits,  contributions or benefits received under employee benefit
plans, income attributable to the exercise of stock options,  and similar items.
The  Committee  shall  determine  whether  a  particular  item  is  included  in
Compensation.

         (f)  "Contribution  Period"  means  a  six-month  period  during  which
contributions  may be made  toward  the  purchase  of Stock  under the Plan,  as
determined pursuant to Section 3(b).

         (g) "Corporate Reorganization" means:

                  ](i) The  consummation  of a merger  or  consolidation  of the
         Company   with  or  into   another   entity  or  any  other   corporate
         reorganization; or

                  (ii)  The  sale,  transfer  or  other  disposition  of  all or
         substantially  all of the Company's assets or the complete  liquidation
         or dissolution of the Company.

         (h) "Eligible  Employee" means any employee of a Participating  Company
whose  customary  employment  is for more than five months per calendar year and
for more than 20 hours per week.

The foregoing notwithstanding, an individual shall not be considered an Eligible
Employee if his or her participation in the Plan is prohibited by the law of any
country which has  jurisdiction  over him or her or if he or she is subject to a
collective  bargaining  agreement that does not provide for participation in the
Plan.

         (i)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (j) "Fair Market Value" means the market price of Stock,  determined by
the Committee as follows:

                  (i) If the Stock was traded on The Nasdaq  National  Market on
         the date in question,  then the Fair Market Value shall be equal to the
         last-transaction  price  quoted  for such date by The  Nasdaq  National
         Market;

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                  (ii) If the Stock was traded on a stock  exchange  on the date
         in  question,  then the Fair Market Value shall be equal to the closing
         price reported by the applicable composite transactions report for such
         date; or

                  (iii) If none of the foregoing provisions is applicable,  then
         the Fair Market  Value shall be  determined  by the  Committee  in good
         faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the  prices  reported  in The Wall  Street  Journal  or as  reported
directly to the Company by Nasdaq or a stock exchange.  Such determination shall
be conclusive and binding on all persons.

         (k) "IPO" means the initial offering of Stock to the public pursuant to
a registration  statement  filed by the Company with the Securities and Exchange
Commission.

         (l) "Offering Period" means a 24-month period with respect to which the
right to purchase Stock may be granted under the Plan, as determined pursuant to
Section 3(a).

         (m) "Participant"  means an Eligible Employee who elects to participate
in the Plan, as provided in Section 3(c).

         (n) "Participating Company" means (i) the Company and (ii) each present
or future Subsidiary designated by the Committee or the Board as a Participating
Company.

         (o) "Plan" means this Marimba,  Inc. 1999 Employee Stock Purchase Plan,
as it may be amended from time to time.

         (p) "Plan Account" means the account  established for each  Participant
pursuant to Section 7(a).

         (q) "Purchase Price" means the price at which Participants may purchase
Stock under the Plan, as determined pursuant to Section 7(b).

         (r) "Stock" means the Common Stock of the Company.

         (s) "Subsidiary"  means any corporation  (other than the Company) in an
unbroken  chain  of  corporations  beginning  with the  Company,  if each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possessing  50% or more of the total  combined  voting  power of all  classes of
stock in one of the other corporations in such chain.


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