On March 10, 2017, Jive Software, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with Engine Capital, L.P., Engine Jet Capital, L.P., Engine Investments, LLC, Arnaud Ajdler and Robert Frankfurt (collectively, the “Engine Group”). to the Agreement, the Company agreed to appoint Robert Frankfurt as a Class I director, with a term expiring at the Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”). The Engine Group and its affiliates have agreed to vote (1) for the Company’s slate of director nominees at the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”); and (2) in favor of the approval, on an advisory basis, of the Company’s named executive officer compensation at the 2017 Annual Meeting of Stockholders.

The Engine Group and its affiliates have agreed, until 10 business days prior to the advance notice deadline for the submission of director nominations and stockholder proposals in respect of the 2018 Annual Meeting, to customary standstill provisions during that time that provide, among other things, that the Engine Group and its affiliates will not (1) engage in or in any way participate in a solicitation of proxies or consents with respect to the Company; (2) initiate any director nominations or stockholder proposals; or (3) acquire more than 9.9% of the Company’s then-outstanding shares of capital stock entitled to vote on matters presented to the Company’s stockholders.

The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

d) Election of new director

In connection with the entry into the Agreement, the Company’s board of directors (the “Board”) appointed Robert Frankfurt to serve as a member of the Board. Mr. Frankfurt will serve as a Class I director, with a term expiring at the 2018 Annual Meeting.

Mr. Frankfurt, age 51, is the founder of Myca Partners, Inc., an investment advisory services firm, and has served as its President since November 2006. From February 2005 through December 2005, he served as the Vice President of Sandell Asset Management Corp., a privately owned hedge fund. From October 2002 through January 2005, Mr. Frankfurt was a private investor. Mr. Frankfurt currently serves as a member of the board of directors of Handy & Hartman Ltd., a diversified industrial manufacturer. Mr. Frankfurt previously served as a member of the board of directors of Peerless Systems Corp., an imaging and networking technologies and components company, from November 2010 to June 2012, and as a director of Mercury Payment Systems, Inc., a private company that provides integrated transaction processing, from October 2010 until its sale in June 2014. Mr. Frankfurt holds a B.S. in Economics from the Wharton School of Business at the University of Pennsylvania and an M.B.A. from the Anderson Graduate School of Management at the University of California at Los Angeles.

Mr. Frankfurt is eligible to participate in the Company’s outside director compensation policy (the “Outside Director Compensation Policy”) described in the Company’s 2016 annual proxy statement filed with the Securities and Exchange Commission on April 27, 2016.

In connection with his appointment, Mr. Frankfurt will also enter into the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-176483) filed with the Securities and Exchange Commission on November 30, 2011.

Mr. Frankfurt has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is attached hereto and this list is intended to constitute the exhibit index:

10.1 Letter Agreement, dated March 10, 2017, by and among the Company, Engine Capital, L.P., Engine Jet Capital, L.P., Engine Investments, LLC, Arnaud Ajdler and Robert Frankfurt.

About Jive Software, Inc. (NASDAQ:JIVE)

Jive Software, Inc. is a provider of social business platform solutions. The Company’s segment is software sales and services. The Company’s products are primarily offered on a subscription basis, deployable in a private or public cloud and can be used for internal or external communities. The Company’s traditional enterprise software product offerings, based on the Jive platform (the Jive Platform), are provided to customers as cloud-based or on premise solutions. The Company’s Jive Platform product offerings are delivered in approximately two configurations, Jive Internal (Jive-n) for employee networks and Jive External (Jive-x) as a platform for public communities. These products can be expanded by adding optional modules, as well as connectors into existing enterprise systems and applications. The Jive Platform products can also be extended to integrate cloud and customer-built applications through published application programming interfaces (APIs).

Jive Software, Inc. (NASDAQ:JIVE) Recent Trading Information

Jive Software, Inc. (NASDAQ:JIVE) closed its last trading session up +0.05 at 4.40 with 107,235 shares trading hands.