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<title>Form 8K doc</title>
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<font size="3"><B><p align="center">UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, DC 20549</font></p></B>

<br>
<HR WIDTH="25%">
<p align="center"><font size="3"><strong>FORM 8-K</strong></font></p>
<HR WIDTH="25%">
<br>

<font size="3"><B><p align="center">
CURRENT REPORT
</font></p></B>

<font size="3"><B><p align="center">
Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
</font></p></B>
<font size="3"><B><p align="center">
<U>   January 5, 2005</U>
</font></p></B>

<font size="2"><p align="center">
             Date of Report (Date of earliest event reported)
</font></p>

<font size="5" color="#0000FF"><B><p align="center">
                 <u> SIEBEL SYSTEMS, INC.</u>
</B></font></br>
<font size="2">
             (Exact Name of Registrant as Specified in Charter)
</font></p>

<P>&nbsp;
<TABLE COLS=3 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>0-20725</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>94-3187233</u></CENTER>
</font></B>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>(State or Other Jurisdiction</CENTER>
<CENTER>of Incorporation)</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(Commission</CENTER>
<CENTER>File Number)</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer </CENTER>
<CENTER>Identification No.)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>


<font size="3"><B><p align="center">
                            2207 Bridgepointe Parkway<br>
                            <u>San Mateo, CA &nbsp; 94404
</U></font></B><br>

<font size="2">
                   (Address of Principal Executive Offices, Including Zip Code)
</font></p>

<font size="3"><B><U><p align="center">
                                 (650) 477-5000
</U></font></B><br>

<font size="2">
             (Registrant's Telephone Number, Including Area Code)
</font></p>

<P ALIGN="CENTER">&nbsp;</P>
<FONT SIZE=2><P>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):</P>
<P>[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)</P>
<P>[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)</P>
<P>[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))</P>
<P>[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<br>
<br>
<HR WIDTH="85%">
<br>
<br>

</FONT>


<FONT SIZE=3><B><P>Item 1.01. Entry into a Material Definitive Agreement. </P>
</B><U><P>Performance Stock Plan</P>
</U><P>On January 5, 2005, the Compensation Committee of the Board of Directors
of Siebel Systems, Inc. (the "Company") established the Performance
Stock Plan (the "Performance Stock Plan").  Under the Performance
Stock Plan, the Company's directors, executive officers and select other Company
employees may be granted<I> </I>restricted stock or restricted stock units under
the Company's 1996 Equity Incentive Plan and 1998 Equity Incentive Plan, each as
amended.  These grants are intended to attract, motivate and retain the
Company's directors, executive officers and select other Company employees.</P>

<P>The number of shares of the Company's common stock covered by the grant will
be determined for each participant by the Compensation Committee based on
several factors, including recommendations from management, consideration of
industry standards, and the role and performance of each participant.  The
shares covered by the grant will vest on the fourth anniversary of the grant
date; provided, however, that the vesting of up to all of the shares covered by
the grant will accelerate if the Company achieves certain objective financial
performance goals (e.g., targets based on revenue and operating margin) in the year of and the
year following the date of grant, as determined by management and approved by
the Compensation Committee.  For each objective, half of any shares that are
accelerated will vest on January 31 of the year in which the Board of Directors
or Compensation Committee determines that an objective has been met.  The
remaining half will vest on January 31 of the following year.  The Company's
Board of Directors and Compensation Committee reserve the right to modify the goals at any time.</P>

<P>Additional detail relating to the performance goals and vesting terms is set
forth in the Performance Stock Plan, a copy of which is filed with this report
as <B>Exhibit 10.1.   </B>The foregoing descriptions are subject to, and
qualified in their entirety by, the Performance Stock Plan.</P>

<P>A similar performance-based plan through which stock options, rather than
stock, will be issued has been adopted for employees not covered by the
Performance Stock Plan.</P>

<U><P>2005 Executive Bonus Plan</P>
</U>
<P>On January 5, 2005, the Compensation Committee also established the 2005
Executive Bonus Plan (the "Bonus Plan") to reward the Company's
executives and other senior managers for assisting the Company in achieving its
operational goals through exemplary performance. Under the Bonus Plan, cash
bonuses, if any, will be based on both the achievement of specified individual
and corporate goals as well as a review of personal performance, which will be
determined at the discretion of the Compensation Committee.</P>
<P>Under the plan, the pool for potential cash bonuses may range from 33% to a
maximum of 150% of the target amount (to the extent results exceed objectives).
The target bonuses for participants in the Bonus Plan will be based on a
percentage of base salary and the achievement of a combination of (1) objective
Company performance goals, appropriately tailored for Bonus Plan participants,
and (2) individual performance criteria.</P>
<P>The objective Company performance goals for each participant will be based on
the Company's 2005 revenue, operating margin and customer satisfaction, or on
other Company performance goals to be determined by the Compensation Committee.
The individual performance criteria for each participant will be based on the
evaluation of performance objectives, demonstration of the Company's core values
and exceptional leadership, or on other criteria to be determined by the
Compensation Committee.</P>
<P>The Company's Board of Directors and the Compensation Committee reserve the
right to modify these goals and criteria at any time or to grant bonuses to the
executive officers even if the performance goals are not met.</P>
<P>The Bonus Plan is filed with this report as <B>Exhibit 10.2</B>.   The
foregoing descriptions are subject to, and qualified in their entirety by, the
Bonus Plan.</P>
</FONT>
<FONT FACE="Arial" SIZE=3><P>&nbsp;</P></FONT>


<B><P>Item 9.01.  Financial Statements and Exhibits</P></B>
<P> (c) Exhibits.  The following exhibits are filed herewith:</P>

<TABLE BORDER=0 ALIGN="left" CELLSPACING=1 CELLPADDING=7 WIDTH=625>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<P><B><FONT SIZE=2>
<U>Number</U>
</B></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER"><B>
<u>Description</u>
</B></TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
<A HREF="exh10-1.htm">                            10.1</A>
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Siebel Systems, Inc. Performance Stock Plan.
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
  <A HREF="exh10-2.htm">                           10.2</A>
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Siebel Systems, Inc. 2005 Executive Bonus Plan.
</TD>
</TR>
</TABLE>

<br>
</FONT><B><P>&nbsp;</P></B>
<B><P>&nbsp;</P></B>
<br>
<HR width="85%">
<br>
<br>
<br>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P ALIGN="JUSTIFY"><Font size="2">Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.</P>

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  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<B>                                   SIEBEL SYSTEMS, INC.</B>
</TD></TR></TABLE>

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    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<I>(Registrant)</I>
</TD></TR></TABLE>


<FONT SIZE=2>
<p>Dated: January 11, 2005


<P>
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  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD><FONT SIZE=2>By:&nbsp;</TD>
   <TD align=left><FONT SIZE=2>
/s/ Kenneth A. Goldman
</TD></TR></TABLE>


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  <TR>
                                                                                                               <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
                                                                                                                  <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
Kenneth A. Goldman
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2><I>
                                    Senior Vice President,<br>
                                    Finance and Administration<br>
                                    and Chief Financial Officer
</I></TD></TR></TABLE></P>


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Form 8K doc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
January 5, 2005
Date of Report (Date of earliest event reported)
SIEBEL SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
0-20725
94-3187233
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2207 Bridgepointe Parkway
San Mateo, CA   94404
(Address of Principal Executive Offices, Including Zip Code)
(650) 477-5000
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Performance Stock Plan
On January 5, 2005, the Compensation Committee of the Board of Directors
of Siebel Systems, Inc. (the "Company") established the Performance
Stock Plan (the "Performance Stock Plan").  Under the Performance
Stock Plan, the Company's directors, executive officers and select other Company
employees may be granted
restricted stock or restricted stock units under
the Company's 1996 Equity Incentive Plan and 1998 Equity Incentive Plan, each as
amended.  These grants are intended to attract, motivate and retain the
Company's directors, executive officers and select other Company employees.
The number of shares of the Company's common stock covered by the grant will
be determined for each participant by the Compensation Committee based on
several factors, including recommendations from management, consideration of
industry standards, and the role and performance of each participant.  The
shares covered by the grant will vest on the fourth anniversary of the grant
date; provided, however, that the vesting of up to all of the shares covered by
the grant will accelerate if the Company achieves certain objective financial
performance goals (e.g., targets based on revenue and operating margin) in the year of and the
year following the date of grant, as determined by management and approved by
the Compensation Committee.  For each objective, half of any shares that are
accelerated will vest on January 31 of the year in which the Board of Directors
or Compensation Committee determines that an objective has been met.  The
remaining half will vest on January 31 of the following year.  The Company's
Board of Directors and Compensation Committee reserve the right to modify the goals at any time.
Additional detail relating to the performance goals and vesting terms is set
forth in the Performance Stock Plan, a copy of which is filed with this report
as
Exhibit 10.1.
The foregoing descriptions are subject to, and
qualified in their entirety by, the Performance Stock Plan.
A similar performance-based plan through which stock options, rather than
stock, will be issued has been adopted for employees not covered by the
Performance Stock Plan.
2005 Executive Bonus Plan
On January 5, 2005, the Compensation Committee also established the 2005
Executive Bonus Plan (the "Bonus Plan") to reward the Company's
executives and other senior managers for assisting the Company in achieving its
operational goals through exemplary performance. Under the Bonus Plan, cash
bonuses, if any, will be based on both the achievement of specified individual
and corporate goals as well as a review of personal performance, which will be
determined at the discretion of the Compensation Committee.
Under the plan, the pool for potential cash bonuses may range from 33% to a
maximum of 150% of the target amount (to the extent results exceed objectives).
The target bonuses for participants in the Bonus Plan will be based on a
percentage of base salary and the achievement of a combination of (1) objective
Company performance goals, appropriately tailored for Bonus Plan participants,
and (2) individual performance criteria.
The objective Company performance goals for each participant will be based on
the Company's 2005 revenue, operating margin and customer satisfaction, or on
other Company performance goals to be determined by the Compensation Committee.
The individual performance criteria for each participant will be based on the
evaluation of performance objectives, demonstration of the Company's core values
and exceptional leadership, or on other criteria to be determined by the
Compensation Committee.
The Company's Board of Directors and the Compensation Committee reserve the
right to modify these goals and criteria at any time or to grant bonuses to the
executive officers even if the performance goals are not met.
The Bonus Plan is filed with this report as
Exhibit 10.2
.   The
foregoing descriptions are subject to, and qualified in their entirety by, the
Bonus Plan.
Item 9.01.  Financial Statements and Exhibits
(c) Exhibits.  The following exhibits are filed herewith:
Number
Description
10.1
Siebel Systems, Inc. Performance Stock Plan.
10.2
Siebel Systems, Inc. 2005 Executive Bonus Plan.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SIEBEL SYSTEMS, INC.
(Registrant)
Dated: January 11, 2005
By:
/s/ Kenneth A. Goldman
Kenneth A. Goldman
Senior Vice President,
Finance and Administration
and Chief Financial Officer