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Exhibit
10.1
S TOCK O
PTION M ODIFICATION A
GREEMENT
This Stock Option
Modification Agreement (the “Agreement”) is made and
entered into as of the ____ day of November, 2007, by and between
BEA Systems, Inc., a Delaware corporation (the
“Company”) and the undersigned.
R
ECITALS
W HEREAS
, the Audit Committee of the Board of Directors of the Company
has conducted a review of the Company’s historical stock
option grants (the “Stock Option Review”);
W HEREAS
, in connection with the Stock Option Review, the Audit
Committee has determined that certain stock options granted by the
Company, including stock options granted to the undersigned, were
not properly granted as of their purported grant date and were
granted as of a later date (such later date being the
“Corrected Grant Date”), and that these stock options
were granted at an exercise price which was less than the fair
market value of the Company’s common stock on the Corrected
Grant Date (“Discount Options”);
W HEREAS
, in connection with Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”), the
undersigned previously made a written election to increase the
exercise price of certain of the undersigned’s outstanding
Discount Options, or portions thereof, to the fair market value of
the Company’s common stock on the Corrected Grant Date as
determined by the Audit Committee in connection with the Stock
Option Review (“409A Discount Options”); and
W HEREAS
, in connection with the principal conclusions of the Stock
Option Review, the Company and the undersigned desire to modify all
of the undersigned’s remaining outstanding Discount Options
that are not 409A Discount Options (“Remaining Discount
Options”) by increasing the exercise price of such Remaining
Discount Options to the fair market value of the Company’s
common stock on the Corrected Grant Date as determined by the Audit
Committee in
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