Exhibit 10.1



BEA SYSTEMS, INC. 1997 STOCK INCENTIVE PLAN



NOTICE OF RESTRICTED STOCK PURCHASE AWARD



|                            |  |                     
|--------------------------- |  | --------------------
|Grantees Name and Address: |  | Mark P. Dentinger   
|                            |  | 2315 N. First Street
|                            |  | San Jose, CA 95131  



You (the
Grantee) have been granted the right to purchase shares of Common Stock of the Company, subject to the terms and conditions of this Notice of Restricted Stock Purchase Award (the Notice), the Bea Systems, Inc. 1997 Stock
Incentive Plan, as amended from time to time (the Plan) and the Restricted Stock Purchase 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.



|                          |  |              
|------------------------- |  | -------------
|Award Number              |  | 030204       
|                          | 
|Date of Award             |  | March 2, 2005
|                          | 
|Vesting Commencement Date |  | March 2, 2005
|                          | 
|Purchase Price per Share  |  | $0.01        
|                          | 
|Total Number of Shares    |  |              
|                          | 
|Of Common Stock Awarded   |  | 35,000       
|                          | 
|Total Purchase Price      |  | $350.00      



Vesting Schedule:



Subject to the Grantees Continuous Service and other limitations
set forth in this Notice, the Agreement and the Plan, the Shares will vest in accordance with the following schedule:



Fifty Percent (50%) of the Total Number of Shares of Common Stock Awarded shall vest on the one year anniversary of the date of the Award, March 2, 2006
and another Fifty Percent (50%) of the Total Number of Shares of Common Stock Awarded shall vest on the second anniversary of the date of the Award, March 2, 2007.



During any authorized leave of absence, the vesting of the Shares shall be suspended after the leave of absence exceeds a
period of ninety (90) days. Vesting of the Shares shall resume upon the Grantees termination of the leave of absence and return to Continuous Service. The Vesting Schedule of the Shares shall be extended to the length of the suspension.



In the event of the Grantees change in status from
Employee or Director to Consultant, the vesting of the Shares shall continue only to the extent determined by the Administrator as of such change in status consistent with any minimum vesting requirements set forth in the Plan.



Vesting shall cease upon the date of termination of the Grantees
Continuous Service for any reason, including death or Disability. For purposes of this Notice and the Agreement, the



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term vest shall mean, with respect to any Shares, that such Shares are no longer subject to repurchase at the
Purchase Price per Share; provided, however, that such Shares shall remain subject to other restrictions on transfer set forth in the Agreement or the Plan. Shares that have not vested are deemed Restricted Shares. If the Grantee would
become vested in a fraction of a Restricted Share, such Restricted Share shall not vest until the Grantee becomes vested in the entire Share. Notwithstanding the foregoing, the Shares subject to this Notice will be subject to the provisions of the
Agreement and Section 11 of the Plan relating to the release of repurchase and forfeiture provisions in the event of a Corporate Transaction or Change of Control.



IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the
terms and conditions of this Notice, the Plan, and the Agreement.



BEA Systems, Inc.,a Delaware corporationBy:

/s/ Alfred ChuangTitle:

Chairman, President & CEO




THE GRANTEE ACKNOWLEDGES AND
AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEES CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS NOTICE, THE AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEES CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEES RIGHT OR THE
COMPANYS RIGHT TO TERMINATE THE GRANTEES CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE
CONTRARY, THE GRANTEES STATUS IS AT WILL.



The Grantee
acknowledges receipt of a copy of the Plan and the Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has
reviewed this Notice, the Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Grantee
hereby agrees that all disputes arising out of or relating to this Notice, the Plan and the Agreement shall be resolved in accordance with Section  of the Agreement. The Grantee further agrees to notify the Company
upon any change in the residence address indicated in this Notice.



|       |  |  |  |         |  |                  
|------ |  |  |  | ------- |  | -----------------
|Dated: |  |  |  | Signed: |  |                  
|       |  |  |  |         |  | Mark P. Dentinger