Exhibit 10

STRUCTURAL DYNAMICS RESEARCH CORPORATION

2001 LONG-TERM PERFORMANCE PLAN

1.  Purpose.  The purpose of this 2001 Long-Term Performance Plan (the "Plan") is to assist
Structural Dynamics Research Corporation and any subsidiary or affiliated company (together,
the "Company") in attracting, retaining, motivating and rewarding employees who occupy key
positions and whose performance can impact the Company's long-term success by providing
competitive compensation opportunities that reward outstanding performance.

2.  Definitions.  In addition to the terms defined in Section 1 hereof, the following terms used in
the Plan shall have the meanings set forth below:

(a)  "Award Agreement" means the agreement containing the amount of a Participant's Target
Award (as defined below) and other terms and conditions relating to such Award.

(b)  "Beneficiary" means any person (which may include trusts and is not limited to one person)
who has been designated by the Participant in his or her most recent written beneficiary
designation filed with the Company to receive the benefits specified under the Plan in the event
of the Participant's death.  If no Beneficiary has been designated who survives the Participant's
death, then Beneficiary means any person(s) entitled by will or the laws of descent and
distribution to receive such benefits.

(c)  "Board" means the Structural Dynamics Research Corporation board of directors.

(d)  "Cause" means any of the following (unless otherwise provided in the Award Agreement) (i)
a Participant's willful failure to substantially perform his or her duties (other than as a result of
total or partial incapacity due to physical or mental illness); (ii) gross negligence or gross
malfeasance in the performance of the Participant's duties; (iii) Participant's conviction, or plea of
nolo contendre to, any felony, or (iv) Participant engages in any misconduct which is injurious to
the Company's (or any subsidiary or affiliate) business or reputation.

(e)  "Change of Control" shall be deemed to have occurred if (i) there shall be consummated any
consolidation or merger of the Company and, as a result of such consolidation or merger (x) less
than 50% of the outstanding common shares and 50% of the voting shares of the surviving or
resulting corporation are owned, immediately after such consolidation or merger, by the owners
of the Company's common shares immediately prior to such consolidation or merger, or (y) any
person (as such term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") shall become the beneficial owner (within the meaning
of Rule 13d-3 under the Exchange Act) of 20% or more of the surviving or resulting
corporation's outstanding common shares, or (ii) any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions) of all, or substantially all, of the assets of the
Company shall be consummated, or (iii) the shareholders of the Company shall approve any plan
or proposal for the liquidation or dissolution of the Company, or (iv) any person (as such term is
used in Section 13(d) and 14(d)(2) of the Exchange Act) shall become the beneficial owner
(within the meaning of rule 13d-3 under the Exchange Act) of 20% or more of the company's
outstanding common shares, or (v) during any period of two consecutive years, individuals who
at the beginning of such period constitute the entire Board of Directors shall cease for any reason
to constitute a majority thereof unless the election or the nomination for election by the
Company's shareholders of each new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of the period.

(f)  "Change in Control Price" means the price per share for the Company's stock received in any
transaction which qualifies as a Change in Control.

(g)  "Code" means the Internal revenue Code of 1986, as amended and in effect from time to
time.  References to a particular section of the Code shall include references to any related
Treasury Regulations and to successor provisions.

(h)  "Committee" means the Compensation Committee of the Company's Board (or any
subcommittee thereof), whose members shall at all times conform with the requirements set forth
in Section 3(a) of this Plan.

(i)  "Disability" means a Participant's inability, due to physical or mental incapacity that has
continued for no less than 180 days during any 12-month period, (or such shorter time as determined
by the Committee in appropriate circumstances) to perform for the Company substantially the same
duties and responsibilities as Participant performed prior to incurring such incapacity or disability.

(j)  "Participant" means an eligible employee, who has been designated by the Committee to receive
an Award for a specified Performance Period, which Award has not yet been settled.

(k)  "Performance-Based Compensation" means any incentive Award under the Plan that is
intended to constitute "performance-based compensation" within the meaning of Section 162(m)
of the Code and Treasury Regulations promulgated thereunder.

(l)  "Performance Multiplier" means the factor by which Participant's Target Award is multiplied
to determine the Award to be received by each Participant.  Such factor will be set forth in the
Award Agreement subject to the maximum amount permitted in accordance with Section 5(a) of
this Plan.

(m)  "Performance Objectives" (1) may be expressed in terms of (i) total shareholder return, (ii)
earnings per share, (iii) Share Price, (iv) pre-tax profits, (v) after tax profits, (vi) operating
profits, (vii) sales or expenses, (viii) net earnings, (ix) return on equity or assets, (x) revenues,
(xi) EBITDA (earnings before interest, taxes, depreciation and amortization), (xii) market share
or market penetration, and (xiii) any combination of the foregoing, (2) may be in respect of the
performance of the Company, any of its subsidiaries, any of its divisions or any combination
thereof, (3) may be absolute or relative (to prior performance of the Company or to the
performance of one or more other entities or external indices), and (4) may be expressed in terms
of a progression within a specified range.

(n)  "Performance Period" means the time period specified by the Committee at the time an
Award is granted during which the Company's performance will be measured, as specified in the
Award Agreement.  The Performance Period used for such measurement with respect to any
Participant may be unique to such Participant's Award (x) in certain cases involving the
Participant's Termination of Employment with the Company as specified in the Award
Agreement (or otherwise determine by the Committee), or (y) upon a Change of Control.

(o)  "Retirement" means an event by which the Participant, at or after age 65, or such earlier age
as deemed by the Board, ceases to be an employee of the Company or a subsidiary or affiliated
company and immediately after such event the Participant is not employed by the Company or
any subsidiary or affiliated company.

(p)  "Share Price" means (i) if determined upon the conclusion of a Performance Period, with
respect to the Company and each of the companies in the comparator group designated by the
Committee, the average closing stock price over a 21-day trading period (including the 10 trading
days immediately preceding and immediately following December 31 of the applicable year), (ii)
if determined in connection with a Termination of Participant's employment with the Company,
with respect to the Company and each of the companies in the comparator group designated by
the Committee, the average closing stock price over a 21-day trading period (including the 10
trading days immediately preceding and immediately following the Termination date), or (iii) if
determined after the occurrence of a Change in Control, the Change in Control Price.

(q)  "Target Award" means the amount payable to Participant, as stated in Participant's Award
Agreement, upon achievement of the performance criteria established by the Committee.

(r)  "Termination" means any event by which the Participant ceases to be an employee of the
Company or a subsidiary or affiliated company and immediately after such event the Participant
is not employed by the Company or any subsidiary or affiliated company.

(s)  "Total Shareholder Return" or "TSR" means, with respect to the Company and each of the
companies in the comparator group designated by the Committee, the total shareholder return
(including dividends and adjustments) based on the applicable Share Price of the Company and
each comparator company on December 31 of the relevant year of the Performance Period, or, in
the event of a Termination or Change in Control, any other applicable measurement date.

3.  Administration.

(a)  Authority. The Plan shall be administered by the Committee (or any subcommittee thereof),
which shall consist of not less than three directors of the Company designated by the Board of
Directors in accordance with the Code of Regulations of the Company; provided, however, that
no director shall be designated as or continue to be a member of the Committee unless such
director shall at the time of designation and service be both (i) a "disinterested person" within the
meaning of Rule 16b-3 of the Securities and Exchange Commission (or any successor provision
at the time in effect) and (ii) an "outside director" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder by the
Department of the Treasury. Grants of Awards may be recommended by the Committee either
with or without consultation with employees, but, anything in this Plan to the contrary
notwithstanding, the Committee shall have full authority to act in the matter of selection of all
Participants and in recommending Awards to be granted to them.

(b)  The Committee may establish such rules and regulations, not inconsistent with the provisions
of this Plan, as it deems necessary to determine eligibility to participate in this Plan and for the
proper administration of this Plan, and may amend or revoke any rule or regulation so
established. The Committee may make such determinations and interpretations Under or in
connection with this Plan as it deems necessary or advisable. All such rules, regulations,
determinations and interpretations shall be binding and conclusive upon the Company, its
shareholders and all employees, and upon their respective legal representatives, beneficiaries,
successors and assigns and upon all other persons claiming under or through any of them.

(c)  Limitation of Liability.  In the exercise of authority under the Plan, each member of the
Committee (or the Board), and any person acting as a delegatee hereunder, shall be entitled to, in
good faith, rely or act upon any report or other information furnished to him or her by any officer
or other employee of the Company or any subsidiary, the Company's independent certified public
accountants, or any executive compensation consultant, legal counsel, or other professional
retained by the Company to assist in the administration of the Plan.  Neither a member of the
Board nor any person acting as a delegatee of the Board hereunder shall be personally liable for
any action, determination, or interpretation taken or made in good faith with respect to the Plan,
and each such person shall, to the extent permitted by law, be fully indemnified and protected by
the Company with respect to any such action, determination, or interpretation.

4.  Eligibility.  Awards may be granted only to employees who occupy key positions and whose
performance can impact the Company's long-term success, as designated and approved by the
Committee.

5.  Grants and Settlement of Awards.

(a)  Awards.  Subject to the terms and conditions of the Plan, the Committee may select eligible
employees to whom Awards shall be granted, the amount of such Award to be granted to each
eligible employee, and specify the Performance Period to which such Award relates. To the
extent that any Award is intended to qualify as Performance-Based Compensation, the value and
right of payment to the Award shall be contingent upon the attainment within the Performance
Period of a Performance Objective established in writing by the Committee by the earlier of (x)
the date upon which 25% of the Performance Period has lapsed or (y) the date which is ninety
(90) days after the commencement of the Performance Period and, in any event while the
performance relating to the Performance Objectives remains substantially uncertain.  The
maximum Target Award that may be made to any Participant during any calendar year is
$2,000,000.  Whether a given employee who meets the eligibility requirements of Section 4 will
be granted an Award for any Performance Period, and the amount of any Award that may be
granted to any eligible employee for any Performance Period, shall be within the Committee's
sole discretion.  The Committee may consider an employee's past performance, current or future
responsibility level, individual ability to impact the Company's future success, or any other
circumstance deemed relevant in making such determination.  Such grants and the circumstances
considered by the Committee in making such determinations need not be the same or consistent
for all or any identifiable group of employees, within a given Performance Period or otherwise.

(b)  Determination of Award Value.  Upon conclusion of each Performance Period (or other
relevant measurement date), the Committee will determine the value of each Participant's Award
attributable to that Performance Period, as specified in the Award Agreement.

(c)  Settlement.  Awards granted to any Participant who remains an employee of the Company or
its subsidiaries or affiliates at the close of business on the final day of the Performance Period for
which such Award was granted shall be valued by the Committee as of the final date of the
Performance Period.  Unless otherwise provided in the Award Agreement, in the event of
Termination due to Participant's death, Disability, Retirement or without Cause by the Company,
the value of such Award will be calculated on a pro-rata basis based upon performance results
determined as of the Participant's Termination date.  Payment equal to the Award value for such
Performance Period (as calculated in accordance with the Award Agreement) will be made in
cash or stock as soon as practicable following the date of determination of an Award's value, but
in no event any later than 90 days from Participant's Termination date.

(d)  Forfeiture.  Notwithstanding anything contained herein to the contrary, in the event a
Participant's employment is terminated voluntarily by Participant or by the Company for Cause,
any Award held by that Participant will be immediately forfeited and deemed worthless and all
rights to payment immediately forfeited.

6.  General Provisions.

(a)  No Rights to Participate or Receive Awards or Payouts; No Rights as Stockholder.  Until the
Committee has determined to grant an Award to an eligible employee, no employee shall have
any right to participate or receive a grant hereunder, and the granting of Awards hereunder shall
not be construed as a commitment that any payout shall be made with respect to such Award
except in accordance with the terms of the Plan.  No Participant shall have any rights of a
stockholder of the Company or any subsidiary as a result of the grant of any Award or otherwise
under the Plan.

(b)  No Rights to Employment.  Nothing contained in the Plan or in any documents related to the
Plan, and no Award shall (i) confer upon any employee or Participant any right to continue as a
Participant or in the employ of the Company or a subsidiary, (ii) constitute any contract or
agreement of employment, or (iii) interfere in any way with the right of the Company or a
subsidiary to reduce such person's compensation, to change the position held by such person or to
terminate the employment of such employee or Participant, with or without cause.

(c)  Non-Transferability.  Awards and other rights under the Plan shall not be transferable by a
Participant except upon a Participant's death by will or the laws of descent and distribution or to
a Beneficiary, and shall not otherwise be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, and any such attempted action shall be
void.

(d)  Unfunded Plan.  The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation.  With respect to any amount payable to a Participant under the Plan,
nothing contained in the Plan (or in any agreement or other documents related thereto), nor the
creation or adoption of the Plan, the grant of any Award, or the taking of any other action
pursuant to the provisions of the Plan shall give any such Participant any rights that are greater
than those of a general creditor of the Company; provided however, that the Committee may
authorize the creation of trusts or make other arrangements to meet the Company's obligations
under the Plan, which trusts or other arrangements shall be consistent with the "unfunded" status
of the Plan unless the Committee otherwise determines with the consent of each affected
Participant.

(e)  Tax Withholding.  The Company and any subsidiary shall have the right to deduct from any
cash amount deliverable hereunder an amount equal to any federal, state, local, or foreign taxes
required to be withheld with respect to such payout.

(f)  Governing Law.  The Plan and all related documents shall be governed by, and construed in
accordance with, the laws of the State of Ohio.  If any provision hereof shall be held by a court of
competent jurisdiction to be invalid and unenforceable, the remaining provisions of the Plan shall
continue to be fully effective.

(g)  Amendment and Termination.  The Committee may, at any time, terminate or, from time to
time, amend, modify, or suspend the Plan and agreements under the Plan, provided that no such
action shall materially and adversely affect the rights of a Participant with respect to previously
granted Awards without the consent of such affected Participant.  Unless earlier terminated
hereunder, the Plan will terminate when the Company has no further obligations under the Plan.

(h)  Arbitration Clause.  In the event any claim or dispute arised out of or relating to this Plan, or
the breach thereof, and the Company and the Plan participants have not resolved such claim or
dispute within 90 days after written notice from one party to the other setting forth the nature of
such claim or dispute, then such claim or dispute shall attempt to be settled by mediation through
a mediator agreed upon by the parties for nonbinding, confidential mediation.  If this is not
successful, the dispute will be submitted to binding arbitration in Cincinnati, Ohio, in accordance
with the Commercial Arbitration Rules of the American Arbitration Association by an
arbitrator(s) selected according to such Rules.  Judgment upon the award rendered by such
arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the application of
either party.

(i)  Effective Date.  The Plan shall become effective as of February 14, 2001, for Performance
Periods beginning on or after February 14, 2001.

STRUCTURAL DYNAMICS RESEARCH CORPORATION

2001 LONG-TERM PERFORMANCE PLAN

AWARD AGREEMENT

This 2001 Long-Term Performance Plan Award Agreement (the "Agreement") is made and
entered into as of May 3, 2001, between Structural Dynamics Research Corporation, an Ohio
corporation (the "Company") and _______________ (the "Participant") pursuant to the terms and
conditions of the Structural Dynamics Research Corporation 2001 Long-Term Performance Plan,
as amended (the "Plan").  Capitalized terms not defined in this Agreement shall have the
meanings set forth in the Plan.

THE PARTIES AGREE AS FOLLOWS:

1.  Award.  Pursuant to the Plan, the Company hereby grants the above named Participant a
Target Award of $__________, subject to the terms and conditions set forth in this Agreement
and the Plan, and to adjustment as provided in Section 2 hereof.  A copy of the Plan has been
delivered to the Participant.  By signing below, the Participant agrees to be bound by all the
provisions of the Plan.  Each Award constitutes an unsecured promise of the Company to pay the
amounts contemplated herein, and Participant as a holder of any Award has only the rights of a
general unsecured creditor of the Company.

2.  Performance Evaluation.

(a)  Performance Periods.  At the end of each Performance Period specified below (or other
relevant measurement date in the event of certain Terminations or a Change of Control), the
Target Award granted hereunder shall be subject to adjustment based upon the Committee's
evaluation of the Company's performance against a peer group of 17 companies (set forth in
Exhibit A), as determined by ranking the total shareholder return ("TSR") of the Company
against the TSR for each of the companies comprising the peer group. Subject to Section 6
hereof, TSR shall be calculated during each of the following Performance Periods:

(i)  the 1-year period commencing January 1, 2001 and ending December 31, 2001;

(ii)  the 1-year period commencing January 1, 2002 and ending December 31, 2002;

(iii)  the 1-year period commencing January 1, 2003 and ending December 31, 2003; and

(iv)  the 3-year period commencing January 1, 2001 and ending December 31, 2003.

(b)  Performance Determination.  At the conclusion of each Performance Period, the Committee
shall rank the Company's performance against the peer group performance, and shall adjust the
applicable amount of the actual Target Award payable to the Participant hereunder as follows:

| |  | Percentile Ranking |  |  | % of Target Award
| |  | ------------------ |  |  | -----------------
| |  | > 75th             |  |  |                  
| |  | 61st - 75th        |  |  |                  
| |  | 40th - 60th        |  |  |                  
| |  | 25th - 39th        |  |  |                  
| |  | < 25th             |  |  |                  

The maximum amount that any Participant may receive is 175% of his or her Target Award.

(c)  Attribution of Awards.  Subject to Sections 5 and 6 hereof, and the authority of the
Committee in its discretion to provide for accelerated settlement of an Award, 25% of the Target
Award (as adjusted) shall be attributable to each Performance Period specified in Section 2(a),
and shall be payable to Participant within 90 days of the end of the Performance Period or, in the
event of a Termination of employment or Change in Control of the Company, other applicable
measurement date.

3.  Form of Settlement of Awards.  Awards may be settled in cash or Company stock, such
determination made by the Committee in its sole discretion.  Unless otherwise determined by the
Committee, no amount respecting any Award shall be payable to any Participant unless such
Participant is employed with the Company on the final date of the Performance Period to which
such payment relates.

4.  Restrictions.  Except to the extent otherwise determined by the Committee, no Award shall be
assignable or otherwise transferable by Participant other than by will or by the laws of descent
and distribution and, unless otherwise provided by the Committee, during the life of Participant
any elections with respect to a Award may be made only by Participant or Participant's guardian
or legal representative.

5.  Termination of Employment.

(a)  In the event of Participant's termination of employment with the Company and all
subsidiaries of the Company ("Termination") for death, Disability, or Retirement, or by the
Company without Cause, (i) the Performance Period shall be deemed to have terminated on the
Termination date and any Award granted hereunder shall be settled on a pro-rata basis, based
upon the Share Price determined as of the Termination date, provided that no pro-rata payment
shall be due regarding the 25% of Target Award attributable to the 3-year Performance Period
commencing January 1, 2001 and ending December 31, 2003.  Payment for such Award shall be
made to Participant no later than 90 days after the Termination date.

(b)  In the event of Participant's Termination for any reason other than provided in Section 5(a),
any Award granted hereunder shall be immediately canceled and Participant shall have no further
rights with respect to such Award.

6.  Change of Control.  Notwithstanding anything contained herein to the contrary, in the event of
a Change of Control of the Company, the Performance Period shall be deemed to have
terminated as of the Change of Control date, and Participant shall receive, within 90 days of the
Change of Control date, a lump sum payment equal to the sum of the following (i) for the then-current 1-year Performance Period, 25% of Participant's Target Award times the Relative TSR
Adjustment Factor for such period calculated based upon the Company's relative TSR through
the Change of Control date from the date which commenced such Performance Period, plus (ii)
Participant's Remaining Target Award times the Relative TSR Adjustment Factor for such period
based upon the Company's relative TSR through the Change of Control date from the Plan
Commencement Date, plus (iii) an amount equal to 250% of the amount specified in clause (ii)
of this Section 6.  For purposes of this Section 6, (x) "Remaining Target Award" means 25%
times the number of Performance Periods that remain outstanding at the time of the Change in
Control (but excluding the then-current Performance Period) times Participant's Target Award,
(y) "Plan Commencement Date" means the initial date from which the Company's relative TSR
performance under this Plan is measured, and (z) "Relative TSR Adjustment Factor" means the
applicable factor derived from ranking the Company's relative TSR performance against the
relevant peer group at the relevant time consistent with Sections 2 and 7 hereof.

7.  Composition of Peer Group.  In the event that any company contained in the peer group
against which the Company is measured is involved in any extraordinary transaction or other
event that renders it impractical or impossible to determine TSR for such company, then such
company shall be removed from the peer group by the Committee, and all future determinations
with respect to the Company's performance shall be made by the Committee with all remaining
companies that comprise the peer group, provided that the Committee shall have the right to
replace such eliminated group for purposes of calculating the Company's TSR performance for
any Performance Periods which have not yet commenced.

8.  Withholding Tax.  Participant may be subject to withholding taxes as a result of delivery of
shares of stock or payment of cash upon payment of Awards.  Unless the Committee permits
otherwise, Participant shall pay to the Company in cash, promptly when the amount of such
obligations become determinable, all applicable federal, state, local and foreign withholding
taxes that the Company in its discretion determines result from such payments.  Unless the
Committee otherwise determines and subject to such rules and procedures as the Committee may
establish, Participant may make an election to have settlement of Awards withheld by the
Company upon settlement thereof or to tender shares of Stock to the Company to pay the amount
of tax that the Company in its discretion determines to be required so to be withheld by the
Company, subject to satisfying any applicable requirements for compliance with Section 16(b) of
the Securities and Exchange Act of 1934, as amended.  Any shares of Stock or other securities so
withheld or tendered will be valued as of the date they are withheld or tendered, provided that
Stock shall be valued at Fair Market Value on such date.  Unless otherwise permitted by the
Committee, the value of shares withheld or tendered may not exceed the required federal, state,
local and foreign withholding tax obligations as computed by the Company.

9.  Governing Law.  This Agreement shall be governed by the laws of the State of Ohio, without
regard to conflict of law principles.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.

STRUCTURAL DYNAMICS RESEARCH

CORPORATION

By:____________________________

Participant hereby accepts and agrees to be bound by all of the terms and conditions of this
Agreement and the Plan.

____________________________

Exhibit A

SDRC: Total Shareholder Return Plan

The group of comparator companies against which SDRC's performance is evaluated for each
Performance Period is as follows:

Adobe Systems Incorporated

Agile Software Corporation

ANSYS, Inc.

Autodesk, Inc.

Ariba, Inc.

BEA Systems, Inc.

Dassault Systemes

MacNeal Schwendler

MatricOne, Inc.

Mechanical Dynamics, Inc.

Mercator

Novell, Inc.

Parametric Technology Corporation

Technomatix Technologies Ltd.

TIBCO Software Inc.

Unigraphics Solutions Inc.

Webmethods, Inc.