EXHIBIT 10.2
BEA SYSTEMS, INC. 1997 STOCK
INCENTIVE PLAN
NOTICE OF PERFORMANCE UNIT
AWARD
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Grantee’s Name and Address:
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Thomas M. Ashburn
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2315 North First Street
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San Jose, CA
95131
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You (the “Grantee”) have
been granted a Performance Unit Award (the “Award”),
subject to the terms and conditions of this Notice of Performance
Unit Award (the “Notice”), the Bea Systems, Inc. 1997
Stock Incentive Plan, as amended from time to time (the
“Plan”) and the Performance Unit Award Agreement (the
“Agreement”) attached hereto, as follows. Unless
otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Notice.
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Award
Number
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036815
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Date of
Award
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April 27, 2005
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Vesting Commencement Date
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April 27,
2005
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Total Number of Performance
Units Awarded (the
“Units”)
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25,000
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Vesting Schedule
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Subject to the Grantee’s
Continuous Status as an Employee, Director or Consultant and other
limitations set forth in this Notice, the Agreement and the Plan,
the Units shall vest in accordance with the following
schedule:
E ACH U NIT CONVERTS UPON VESTING INTO A RIGHT TO RECEIVE ONE SHARE OF STOCK AT THE VESTING RATE OF ONE QUARTER (25%) OF THE AWARD ANNUALLY FOR FOUR YEARS FROM THE DATE OF GRANT
In the event of the Grantee’s
change in status from Employee to Consultant or from an Employee
whose customary employment is 20 hours or more per week to an
Employee whose customary employment is fewer than 20 hours per
week, the Units shall continue to vest in accordance with the
Vesting Schedule.
For purposes of this Notice and the
Agreement, the term “vest” shall mean, with respect to
any Units, that such Units are no longer subject to forfeiture to
the Company. If the Grantee would become vested in a fraction of a
Unit, such Unit shall not vest until the Grantee becomes vested in
the entire Unit.
Vesting shall cease upon the date of
termination of the Grantee’s Continuous Status as an
Employee, Director or Consultant (the “Termination
Date”) for any reason, including death or Disability. In the
event the Grantee’s Continuous Status as an Employee,
Director or Consultant is terminated for any reason, including
death or Disability, the unvested Units held by the Grantee on the
Termination Date shall be deemed reconveyed to the Company and the
Company shall thereafter be the legal and beneficial owner of such
Units and shall have all rights and interest in or related thereto
without further action by the Grantee.
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