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                                  EXHIBIT 10.15

                           UNIGRAPHICS SOLUTIONS INC.
                         1999 BROAD-BASED INCENTIVE PLAN


1.   Plan. This Unigraphics Solutions Inc. 1999 Broad-Based Incentive Plan (the
     "Plan") has been adopted by Unigraphics Solutions Inc., a Delaware
     corporation (the "Company"), to be effective as of the Effective Date
     stated below for the purpose stated in paragraph 2 below.

2.   Objectives. This Plan is designed to attract and retain Employees (as
     hereinafter defined), to encourage the sense of proprietorship of the
     Employees, and to stimulate the active interest of such persons in the
     development and financial success of the Company and its Subsidiaries.
     These objectives are to be accomplished by making Awards (as hereinafter
     defined) under this Plan and thereby providing Participants (as hereinafter
     defined) with a proprietary interest in the growth and performance of the
     Company and its Subsidiaries.

3.   Definitions. As used herein, the terms set forth below shall have the
     following respective meanings:

     "Authorized Officer" means the Chairman of the Board (or any other senior
     officer to whom the Chairman of the Board shall delegate authority to
     execute any Award Agreement).

     "Award" means the grant of any Option, SAR, Stock Award, Cash Award or
     Performance Award, whether granted singly, in combination or in tandem, to
     a Participant pursuant to such applicable terms, conditions and limitations
     as the Committee may establish in order to fulfill the objectives of the
     Plan.

     "Award Agreement" means a written agreement between the Company and a
     Participant setting forth the terms, conditions and limitations applicable
     to an Award.

     "Board" means the Board of Directors of the Company.

     "Cash Award" means an award denominated in cash.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

     "Committee" means the Compensation Committee of the Board or such other
     committee of the Board as is designated by the Board to administer the
     Plan. If at any time no Committee shall be in existence, then the functions
     of the Committee specified in the Plan shall be exercised by the Board.

     "Common Stock" means the Class A Common Stock, par value $0.01 per share,
     of the Company.

     "Dividend Equivalents" means, with respect to shares of Restricted Stock
     that are to be issued at the end of the Restriction Period, an amount equal
     to all dividends and other distributions (or the economic equivalent
     thereof) that are payable to stockholders of record during the Restriction
     Period on a like number of shares of Common Stock.

     "Effective Date" means October 21, 1999.

     "Employee" means an individual classified by the Company as an employee of
     the Company or any of its Subsidiaries or any corporation which directly or
     indirectly owns shares representing more than 50% of the combined voting
     power of the shares of all classes or series of capital stock of the
     Company which have the right to vote generally on matters submitted to a
     vote of the stockholders of the Company.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
     time to time.

     "Fair Market Value" of a share of Common Stock means (i) if shares of
     Common Stock are listed on a national securities exchange, the mean between
     the highest and lowest sales price per share of Common Stock on the
     consolidated transaction reporting system for the principal national
     securities exchange on which shares of Common Stock are listed on that
     date, or, if there shall have been no such sale so reported on that date,
     on

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     the last preceding date on which such a sale was so reported, (ii) if
     shares of Common Stock are not so listed but are quoted on The Nasdaq
     National Market, the mean between the highest and lowest sales price per
     share of Common Stock reported by The Nasdaq National Market on that date,
     or, if there shall have been no such sale so reported on that date, on the
     last preceding date on which such a sale was so reported or (iii) if shares
     of Common Stock are not so listed or quoted but are traded in the
     over-the-counter market, the mean between the closing bid and asked price
     on that date, or, if there are no quotations available for such date, on
     the last preceding date on which such quotations shall be available, as
     reported by The Nasdaq Stock Market, or, if not reported by The Nasdaq
     Stock Market, by the National Quotation Bureau Incorporated.

     "Incentive Stock Option" means an Option that is intended to comply with
     the requirements set forth in Section 422 of the Code.

     "Nonqualified Stock Option" means an Option that is not an Incentive Stock
     Option.

     "Option" means a right to purchase a specified number of shares of Common
     Stock at a specified price.

     "Participant" means an Employee to whom an Award has been made under this
     Plan.

     "Performance Award" means an award made pursuant to this Plan to a
     Participant that is subject to the attainment of one or more Performance
     Goals.

     "Performance Goal" means a standard established by the Committee, to
     determine in whole or in part whether a Performance Award shall be earned.

     "Restricted Stock" means any Common Stock that is restricted or subject to
     forfeiture provisions.

     "Restriction Period" means a period of time beginning as of the date upon
     which an Award of Restricted Stock is made pursuant to this Plan and ending
     as of the date upon which the Common Stock subject to such Award is no
     longer restricted or subject to forfeiture provisions.

     "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or any
     successor rule.

     "SAR" means a right to receive a payment, in cash or Common Stock, equal to
     the excess of the Fair Market Value or other specified valuation of a
     specified number of shares of Common Stock on the date the right is
     exercised over a specified strike price (in each case, as determined by the
     Committee).

     "Stock Award" means an award in the form of shares of Common Stock or units
     denominated in shares of Common Stock.

     "Subsidiary" means (i) in the case of a corporation, any corporation of
     which the Company directly or indirectly owns shares representing more than
     50% of the combined voting power of the shares of all classes or series of
     capital stock of such corporation which have the right to vote generally on
     matters submitted to a vote of the stockholders of such corporation and
     (ii) in the case of a partnership or other business entity not organized as
     a corporation, any such business entity of which the Company directly or
     indirectly owns more than 50% of the voting, capital or profits interests
     (whether in the form of partnership interests, membership interests or
     otherwise).

4.   Eligibility. All Employees of the Company and its Subsidiaries are eligible
     to participate in the Plan.

5.   Common Stock Available for Awards. Subject to the provisions of paragraph
     14 hereof, there shall be available for Awards under this Plan granted
     wholly or partly in Common Stock (including rights or options that may be
     exercised for or settled in Common Stock) an aggregate of 750,000 shares of
     Common Stock. The number of shares of Common Stock that are the subject of
     Awards under this Plan, that are forfeited or terminated, expire
     unexercised, are settled in cash in lieu of Common Stock or in a manner
     such that all or some of the shares covered by an Award are not issued to a
     Participant or are exchanged for Awards that do not involve Common Stock,
     shall again immediately become available for Awards hereunder. The
     Committee may from time to time adopt and observe such procedures
     concerning the counting of shares against the Plan maximum as it may deem
     appropriate. The Board and the appropriate officers of the Company shall
     from

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     time to time take whatever actions are necessary to file any required
     documents with governmental authorities, stock exchanges and transaction
     reporting systems to ensure that shares of Common Stock are available for
     issuance pursuant to Awards.

6.   Administration.

     (a) This Plan shall be administered by the Committee. To the extent
     required in order for Awards to Participants who are subject to Section 16
     of the Exchange Act to be exempt from Section 16 by virtue of the
     provisions of Rule 16b-3, the Committee shall consist of at least two
     members of the Board who meet the requirements of the definition of
     "Non-Employee Director" set forth in Rule 16b-3(b)(3)(i) promulgated under
     the Exchange Act.

     (b) Subject to the provisions hereof, the Committee shall have full and
     exclusive power and authority to administer this Plan and to take all
     actions that are specifically contemplated hereby or are necessary or
     appropriate in connection with the administration hereof. The Committee
     shall also have full and exclusive power to interpret this Plan and to
     adopt such rules, regulations and guidelines for carrying out this Plan as
     it may deem necessary or proper, all of which powers shall be exercised in
     the best interests of the Company and in keeping with the objectives of
     this Plan. The Committee may, in its discretion and to the extent allowed
     by law, provide for the extension of the exercisability of an Award,
     accelerate the vesting or exercisability of an Award, eliminate or make
     less restrictive any restrictions contained in an Award, waive any
     restriction or other provision of this Plan or an Award or otherwise amend
     or modify an Award in any manner that is either (i) not adverse to the
     Participant to whom such Award was granted or (ii) consented to by such
     Participant. The Committee may correct any defect or supply any omission or
     reconcile any inconsistency in this Plan or in any Award in the manner and
     to the extent the Committee deems necessary or desirable to further the
     purposes of the Plan. Any decision of the Committee in the interpretation
     and administration of this Plan shall lie within its sole and absolute
     discretion and shall be final, conclusive and binding on all parties
     concerned. The functions of the Committee specified in the Plan shall be
     exercised by the Board, if and to the extent that no Committee exists which
     has the authority to so administer the Plan or to the extent that the
     Committee is not comprised solely of Non-Employee Directors for purposes of
     Rule 16b-3 promulgated under the Exchange Act.

     (c) No member of the Committee or officer of the Company to whom the
     Committee has delegated authority in accordance with the provisions of
     paragraph 7 of this Plan shall be liable for anything done or omitted to be
     done by him or her, by any member of the Committee or by any officer of the
     Company in connection with the performance of any duties under this Plan,
     except for his or her own willful misconduct or as expressly provided by
     statute.

     (d) In the event the Company grants an Award that is contrary to law, the
     Company may either revoke the grant of the Award or modify the grant of the
     Award to bring the grant into compliance with the applicable laws.

7.   Delegation of Authority. The Committee may delegate to the Chairman of the
     Board and to other senior officers of the Company its duties under this
     Plan pursuant to such conditions or limitations as the Committee may
     establish, except that the Committee may not delegate to any person the
     authority to grant Awards to, or take other action with respect to,
     Participants who are subject to Section 16 of the Exchange Act.

8.   Awards. The Committee shall determine the type or types of Employee Awards
     to be made under this Plan and shall designate from time to time the
     Employees who are to be the recipients of such Awards. Each Award may be
     embodied in an Award Agreement, which shall contain such terms, conditions
     and limitations as shall be determined by the Committee in its sole
     discretion and shall be signed by the Participant to whom the Award is made
     and by an Authorized Officer for and on behalf of the Company. Awards may
     consist of those listed in this paragraph 8(a) hereof and may be granted
     singly, in combination or in tandem. Awards may also be made in combination
     or in tandem with, in replacement of, or as alternatives to, grants or
     rights under this Plan or any other employee plan of the Company or any of
     its Subsidiaries, including the plan of any acquired entity; provided that
     no Option may be issued in exchange for the cancellation of an Option with
     a lower exercise price. An Award may provide for the grant or issuance of
     additional, replacement or alternative Awards upon the occurrence of
     specified events, including the exercise of the original Award granted to a
     Participant. All or part of an Award may be subject to conditions
     established by the Committee,

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     which may include, but are not limited to, continuous service with the
     Company and its Subsidiaries, achievement of specific business objectives,
     increases in specified indices, or attainment of specified growth rates and
     other comparable measurements of performance. Upon the termination of
     employment by a Participant, any unexercised, deferred, unvested or unpaid
     Awards shall be treated as set forth in the applicable Award Agreement.

     (a) Stock Option. An Award may be in the form of an Option. Any Option
     awarded pursuant to this Plan shall be a Nonqualified Stock Option. The
     price at which shares of Common Stock may be purchased upon the exercise of
     a Nonqualified Stock Option shall be not less than, but may exceed, the
     Fair Market Value of the Common Stock on the date of grant. Subject to the
     foregoing provisions, the terms, conditions and limitations applicable to
     any Options awarded pursuant to this Plan, including the term of any
     Options and the date or dates upon which they become exercisable, shall be
     determined by the Committee. The Company shall not issue any Incentive
     Stock Options under the Plan.

     (b) Stock Appreciation Right. An Award may be in the form of an SAR. The
     terms, conditions and limitations applicable to any SARs awarded pursuant
     to this Plan, including the term of any SARs and the date or dates upon
     which they become exercisable, shall be determined by the Committee.

     (c) Stock Award. An Award may be in the form of a Stock Award. The terms,
     conditions and limitations applicable to any Stock
     Awards granted pursuant to this Plan shall be determined by the Committee.

     (d) Cash Award. An Award may be in the form of a Cash Award. The terms,
     conditions and limitations applicable to any Cash Awards granted pursuant
     to this Plan shall be determined by the Committee.

     (e) Performance Award. Without limiting the type or number of Awards that
     may be made under the other provisions of this Plan, an Award may be in the
     form of a Performance Award. A Performance Award shall be paid, vested or
     otherwise deliverable solely on account of the attainment of one or more
     pre-established, objective Performance Goals established by the Committee
     prior to the earlier to occur of (x) 90 days after the commencement of the
     period of service to which the Performance Goal relates and (y) the elapse
     of 25% of the period of service (as scheduled in good faith at the time the
     goal is established), and in any event while the outcome is substantially
     uncertain. A Performance Goal is objective if a third party having
     knowledge of the relevant facts could determine whether the goal is met.
     Such a Performance Goal may be based on one or more business criteria that
     apply to the individual, one or more business units of the Company, or the
     Company as a whole, and may include one or more of the following: increased
     revenue, net income, stock price, market share, earnings per share, return
     on equity, return on assets or decrease in costs. Unless otherwise stated,
     such a Performance Goal need not be based upon an increase or positive
     result under a particular business criterion and could include, for
     example, maintaining the status quo or limiting economic losses (measured,
     in each case, by reference to specific business criteria). Prior to the
     payment of any compensation based on the achievement of Performance Goals,
     the Committee must certify in writing that applicable Performance Goals and
     any of the material terms thereof were, in fact, satisfied. Subject to the
     foregoing provisions, the terms, conditions and limitations applicable to
     any Performance Awards made pursuant to this Plan shall be determined by
     the Committee.

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9.   Payment of Awards.

     (a) General. Payment of Awards may be made in the form of cash or Common
     Stock, or a combination thereof, and may include such restrictions as the
     Committee shall determine, including, in the case of Common Stock,
     restrictions on transfer and forfeiture provisions. If payment of an Award
     is made in the form of Restricted Stock, the Award Agreement relating to
     such shares shall specify whether they are to be issued at the beginning or
     end of the Restriction Period. In the event that shares of Restricted Stock
     are to be issued at the beginning of the Restriction Period, the
     certificates evidencing such shares (to the extent that such shares are so
     evidenced) shall contain appropriate legends and restrictions that describe
     the terms and conditions of the restrictions applicable thereto. In the
     event that shares of Restricted Stock are to be issued at the end of the
     Restricted Period, the right to receive such shares shall be evidenced by
     book entry registration or in such other manner as the Committee may
     determine.

     (b) Deferral. With the approval of the Committee, payments in respect of
     Awards may be deferred, either in the form of installments or a future
     lump-sum payment. The Committee may permit selected Participants to elect
     to defer payment of some or all types of Awards in accordance with
     procedures established by the Committee. Any deferred payment of an Award,
     whether elected by the Participant or specified by the Award Agreement or
     by the Committee, may be forfeited if and to the extent that the Award
     Agreement so provides.

     (c) Dividends and Interest. Rights to dividends or Dividend Equivalents may
     be extended to and made part of any Award consisting of shares of Common
     Stock or units denominated in shares of Common Stock, subject to such
     terms, conditions and restrictions as the Committee may establish. The
     Committee may also establish rules and procedures for the crediting of
     interest on deferred cash payments and Dividend Equivalents for Awards
     consisting of shares of Common Stock or units denominated in shares of
     Common Stock.

     (d) Substitution of Awards. At the discretion of the Committee, a
     Participant may be offered an election to substitute an Award for another
     Award or Awards of the same or different type.

10.  Stock Option Exercise. The price at which shares of Common Stock may be
     purchased under an Option shall be paid in full at the time of exercise in
     cash or, if elected by the optionee, the optionee may purchase such shares
     by means of tendering Common Stock or surrendering another Award, including
     Restricted Stock, valued at Fair Market Value on the date of exercise, or
     any combination thereof. The Committee shall determine acceptable methods
     for Participants to tender Common Stock or another Award; provided that any
     Common Stock that is or was the subject of an Award may be so tendered only
     if it has been held by the Participant for six months. The Committee may
     provide for procedures to permit the exercise or purchase of such Awards by
     use of the proceeds to be received from the sale of Common Stock issuable
     pursuant to an Award. Unless otherwise provided in the applicable Award
     Agreement, in the event shares of Restricted Stock are tendered as
     consideration for the exercise of an Option, a number of the shares issued
     upon the exercise of the Option, equal to the number of shares of
     Restricted Stock used as consideration therefor, shall be subject to the
     same restrictions as the Restricted Stock so submitted as well as any
     additional restrictions that may be imposed by the Committee. The Company
     reserves the right to postpone the delivery of Common Stock issuable upon
     exercise of an Award to the extent necessary to comply with any applicable
     listing requirements of any securities exchange or Nasdaq or any applicable
     federal, state, local, or foreign law.

11.  Tax Withholding. The Company shall have the right to deduct applicable
     taxes from any Award payment and withhold, at the time of delivery or
     vesting of cash or shares of Common Stock under this Plan, an appropriate
     amount of cash or number of shares of Common Stock or a combination thereof
     for payment of taxes required by law or to take such other action as may be
     necessary in the opinion of the Company to satisfy all obligations for
     withholding of such taxes. The Committee may also permit withholding to be
     satisfied by the transfer to the Company of shares of Common Stock
     theretofore owned by the holder of the Award with respect to which
     withholding is required. If shares of Common Stock are used to satisfy tax
     withholding, such shares shall be valued based on the Fair Market Value
     when the tax withholding is required to be made. The Committee may provide
     for loans, on either a short term or demand basis, from the Company to a
     Participant who is an Employee to permit the payment of taxes required by
     law.

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12.    Amendment, Modification, Suspension or Termination. The Board may amend,
       modify, suspend or terminate this Plan for the purpose of meeting or
       addressing any changes in legal requirements or for any other purpose
       permitted by law, except that no amendment or alteration that would
       adversely affect the rights of any Participant under any Award previously
       granted to such Participant shall be made without the consent of such
       Participant.

13.    Assignability. Unless otherwise determined by the Committee and provided
       in the Award Agreement, no Award or any other benefit under this Plan
       constituting a derivative security within the meaning of Rule 16a-1(c)
       under the Exchange Act shall be assignable or otherwise transferable
       except by will or the laws of descent and distribution or pursuant to a
       qualified domestic relations order as defined by the Code or Title I of
       the Employee Retirement Income Security Act, or the rules thereunder. The
       Committee may prescribe and include in applicable Award Agreements other
       restrictions on transfer. Any attempted assignment of an Award or any
       other benefit under this Plan in violation of this paragraph 13 shall be
       null and void.

14.    Adjustments.

       (a) The existence of outstanding Awards shall not affect in any manner
       the right or power of the Company or its stockholders to make or
       authorize any or all adjustments, recapitalizations, reorganizations or
       other changes in the capital stock of the Company or its business or any
       merger or consolidation of the Company, or any issue of bonds,
       debentures, preferred or prior preference stock (whether or not such
       issue is prior to, on a parity with or junior to the Common Stock) or the
       dissolution or liquidation of the Company, or any sale or transfer of all
       or any part of its assets or business, or any other corporate act or
       proceeding of any kind, whether or not of a character similar to that of
       the acts or proceedings enumerated above.

       (b) In the event of any subdivision or consolidation of outstanding
       shares of Common Stock, declaration of a dividend payable in shares of
       Common Stock or other stock split, then (i) the number of shares of
       Common Stock reserved under this Plan, (ii) the number of shares of
       Common Stock covered by outstanding Awards in the form of Common Stock or
       units denominated in Common Stock, (iii) the exercise or other price in
       respect of such Awards, and (iv) the appropriate Fair Market Value and
       other price determinations for such Awards shall each be proportionately
       adjusted by the Board to reflect such transaction. In the event of any
       other recapitalization or capital reorganization of the Company, any
       consolidation or merger of the Company with another corporation or
       entity, the adoption by the Company of any plan of exchange affecting the
       Common Stock or any distribution to holders of Common Stock of securities
       or property (other than normal cash dividends or dividends payable in
       Common Stock), the Board shall make appropriate adjustments to (i) the
       number of shares of Common Stock covered by Awards in the form of Common
       Stock or units denominated in Common Stock, (ii) the exercise or other
       price in respect of such Awards, and (iii) the appropriate Fair Market
       Value and other price determinations for such Awards to give effect to
       such transaction shall each be proportionately adjusted by the Board to
       reflect such transaction; provided that such adjustments shall only be
       such as are necessary to maintain the proportionate interest of the
       holders of the Awards and preserve, without exceeding, the value of such
       Awards. In the event of a corporate merger, consolidation, acquisition of
       property or stock, separation, reorganization or liquidation, the Board
       shall be authorized to issue or assume Awards by means of a substitution
       of new Awards, as appropriate, for previously issued Awards or an
       assumption of previously issued Awards as part of such adjustment.

15.    Restrictions. No Common Stock or other form of payment shall be issued
       with respect to any Award unless the Company shall be satisfied based on
       the advice of its counsel that such issuance will be in compliance with
       applicable federal and state securities laws. It is the intent of the
       Company that this Plan comply with Rule 16b-3 with respect to persons
       subject to Section 16 of the Exchange Act unless otherwise provided
       herein or in an Award Agreement, that any ambiguities or inconsistencies
       in the construction of this Plan be interpreted to give effect to such
       intention, and that if any provision of this Plan is found not to be in
       compliance with Rule 16b-3, such provision shall be null and void to the
       extent required to permit this Plan to comply with Rule 16b-3.
       Certificates evidencing shares of Common Stock delivered under this Plan
       (to the extent that such shares are so evidenced) may be subject to such
       stop transfer orders and other restrictions as the Committee may deem
       advisable under the rules, regulations and other requirements of the
       Securities and Exchange Commission, any securities exchange or
       transaction reporting system upon which the Common Stock is then listed
       or to which it is admitted for quotation and any applicable federal or
       state securities law. The Committee may cause a legend or legends to be
       placed upon such certificates (if any) to make appropriate reference to
       such restrictions.
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16.  Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock or
     rights thereto, this Plan shall be unfunded. Although bookkeeping accounts
     may be established with respect to Participants who are entitled to cash,
     Common Stock or rights thereto under this Plan, any such accounts shall be
     used merely as a bookkeeping convenience. The Company shall not be required
     to segregate any assets that may at any time be represented by cash, Common
     Stock or rights thereto, nor shall this Plan be construed as providing for
     such segregation, nor shall the Company, the Board or the Committee be
     deemed to be a trustee of any cash, Common Stock or rights thereto to be
     granted under this Plan. Any liability or obligation of the Company to any
     Participant with respect to an Award of cash, Common Stock or rights
     thereto under this Plan shall be based solely upon any contractual
     obligations that may be created by this Plan and any Award Agreement, and
     no such liability or obligation of the Company shall be deemed to be
     secured by any pledge or other encumbrance on any property of the Company.
     Neither the Company nor the Board nor the Committee shall be required to
     give any security or bond for the performance of any obligation that may be
     created by this Plan.

17.  Governing Law. This Plan and all determinations made and actions taken
     pursuant hereto, to the extent not otherwise governed by mandatory
     provisions of the Code or the securities laws of the United States, shall
     be governed by and construed in accordance with the laws of the State of
     Delaware.

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