Exhibit 10.3



BEA SYSTEMS, INC. 1997 STOCK INCENTIVE PLAN



NOTICE OF PERFORMANCE UNIT AWARD



|                            |  | 
|--------------------------- |  | 
|Grantees Name and Address: |  | 
|                            | 
|                            |  | 
|                            | 
|                            |  | 



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.



|                                                       |  | 
|------------------------------------------------------ |  | 
|Award Number                                           |  | 
|                                                       | 
|Date of Award                                          |  | 
|                                                       | 
|Vesting Commencement Date                              |  | 
|                                                       | 
|Total Number of PerformanceUnits Awarded (the Units) |  | 



Vesting Schedule:



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:



50% of the Units shall vest twelve (12) months after the Vesting
Commencement Date and the remaining 50% of the Units shall vest twenty-four (24) months after the Vesting Commencement Date.



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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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:Title:




THE GRANTEE ACKNOWLEDGES AND
AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEES CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT (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 STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT,
NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEES RIGHT OR THE COMPANYS RIGHT TO TERMINATE THE GRANTEES CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT 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 questions of interpretation and administration relating to this Notice, the Plan and the Agreement shall be resolved by
the Administrator in accordance with Section 9 of the Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 10 of the Agreement. The Grantee further agrees to notify the Company upon any
change in the residence address indicated in this Notice.



The
Grantee further acknowledges that, from time to time, the Company may be in a blackout period and/or subject to applicable federal securities laws that could subject the Grantee to liability for engaging in any transaction involving the
sale of the Companys Shares. The Grantee further acknowledges and agrees that, prior to the sale of any Shares acquired under this Award, it is the Grantees responsibility to determine whether or not such sale of Shares will subject the
Grantee to liability under insider trading rules or other applicable federal securities laws.



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The Grantee understands that the Award is subject to the Grantees consent to access this Notice,
the Agreement, the Plan and the Plan prospectus (collectively, the Plan Documents) in electronic form on the Companys intranet. By signing below (or by providing an electronic signature) and accepting the grant of the Award, the
Grantee: (i) consents to access electronic copies (instead of receiving paper copies) of the Plan Documents via the Companys intranet; (ii) represents that the Grantee has access to the Companys intranet; (iii) acknowledges receipt of
electronic copies, or that the Grantee is already in possession of paper copies, of the Plan Documents; and (iv) acknowledges that the Grantee is familiar with and accepts the Award subject to the terms and provisions of the Plan Documents.



|       |  |                                   |  |  |  |         |  | 
|------ |  | --------------------------------- |  |  |  | ------- |  | 
|       |  |                                   |  | 
|Dated: |  | _________________________________ |  |  |  | Signed: |  | 



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Award Number:



BEA SYSTEMS, INC. 1997 STOCK INCENTIVE PLAN



PERFORMANCE UNIT AWARD AGREEMENT



1. Issuance of Units. BEA Systems, Inc., a Delaware corporation (the Company), hereby issues to the
Grantee (the Grantee) named in the Notice of Performance Unit Award (the Notice), the Total Number of Performance Units Awarded set forth in the Notice (the Units), subject to the Notice, this Performance Unit
Award Agreement (the Agreement) and the terms and provisions of the Companys 1997 Stock Incentive Plan, as amended from time to time (the Plan), which is incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.



2. Transfer Restrictions. The Units subject to this award (the Award) may not be transferred in any manner other than by will or by the laws of descent and distribution. Notwithstanding the
foregoing, the Grantee may designate a beneficiary of the Units in the event of the Grantees death on the beneficiary designation form attached hereto as Exhibit A. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, successors and transferees of the Grantee.



3. Conversion of Units and Issuance of Shares. Upon each vesting date, one share of Common Stock shall be issuable for each Unit that vests on such date (the Shares), subject to the terms and provisions of the Plan and
this Agreement. Thereafter, the Company will transfer such Shares to the Grantee upon satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining after the Award is fully vested shall be discarded and shall not
be converted into a fractional Share.



4. Corporate
Transactions/Changes in Control/Subsidiary Dispositions. The Award shall be subject to the provisions of Section 11 of the Plan relating to the vesting or termination of the Award in the event of a Corporate Transaction, Change in Control or
Subsidiary Disposition.



5. Right to Shares. The Grantee
shall not have any right in, to or with respect to any of the Shares (including any voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by the issuance of such Shares to the
Grantee.



6. Taxes.



(a) Generally. The Grantee is ultimately liable and
responsible for all taxes owed by the Grantee in connection with the Award, regardless of any action the Company or any Subsidiary of the Company takes with respect to any tax withholding obligations that arise in connection with the Award. Neither
the Company nor any Subsidiary of the Company makes any representation or undertaking regarding the treatment of any tax withholding in connection



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with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award. The Company and its Subsidiaries do not commit and
are under no obligation to structure the Award to reduce or eliminate the Grantees tax liability. As a condition and term of this Award, no election under Section 83(b) of the Code may be made by the Grantee or any other person with respect to
all or any portion of the Award.



(b)
Payment of Withholding Taxes. Prior to any event in connection with the Award (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether non-U.S., federal, state or local, including any employment tax
obligation (the Tax Withholding Obligation), the Grantee must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company.



(i) By Share Withholding. Unless the Company
determines to satisfy the Tax Withholding Obligation in accordance with clause (ii) below, the Company shall withhold from those Shares issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding
Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantees minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Subsidiary of the Company as soon as
practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding of Shares described above.



(ii) By Sale of Shares. The Grantees acceptance of this Award constitutes the Grantees
authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantees behalf a whole number of Shares from those Shares issuable to the Grantee as the Company determines to be
appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable.
The Grantee will be responsible for all brokers fees and other costs of sale, and the Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds
of such sale exceed the Grantees minimum Tax Withholding Obligation, the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any
particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantees minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Subsidiary of the Company as soon as
practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above. The sale of Shares may be used by the Company, in the exercise of its discretion
(subject to Applicable Laws), to satisfy the minimum Tax Withholding Obligation of the Grantee.



7. Entire Agreement: Governing Law. The Notice, the Plan and this Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantees interest except by means of
a writing signed by the Company and the Grantee. These



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agreements are to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law
rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice or this Agreement be determined to be illegal
or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.



8. Construction. The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed a part of the Agreement
for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term or is not intended to be exclusive, unless the context
clearly requires otherwise.



9. Administration and
Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute
by the Administrator shall be final and binding on all persons.



10. Venue and Waiver of Jury Trial. The Company, the Grantee, and the Grantees assignees pursuant to Section 2 (the parties) agree that any suit, action, or proceeding arising out of or relating to the Notice, the
Plan or this Agreement shall be brought in the United States District Court for the Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of San
Francisco) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding
brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 10 shall for any reason be held invalid or unenforceable,
it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.



11. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees
prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party.



12. Data Privacy. The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of the Grantees personal data as described in this Agreement by and among, as applicable, the Grantees employer, the Company, its Subsidiaries and its affiliates for the exclusive purpose of implementing,
administering and managing the Grantees participation in the Plan. The Grantee understands that the Company and the Grantees employer may hold certain personal information about the Grantee, including, but not limited to, the
Grantees name, home address and telephone number, date of birth, social security/insurance number or other identification number, salary, nationality, job title, any shares



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of Common Stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, canceled, vested, unvested or
outstanding in the Grantees favor, for the purpose of implementing, administering and managing the Plan (Data). The Grantee understands that Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located in the Grantees country, or elsewhere, and that the recipients country may have different data privacy laws and protections than the Grantees country.
The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantees local human resources representative. The Grantee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantees participation in the Plan, including any requisite transfer of such Data as may be required to a
broker, escrow agent or other third party with whom the Shares received upon vesting of the Units may be deposited. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantees
participation in the Plan. The Grantee understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the Grantees local human resources representative. The Grantee understands that refusal or withdrawal of consent may affect the Grantees ability to participate in the Plan. For
more information on the consequences of the Grantees refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantees local human resources representative.



END OF AGREEMENT



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EXHIBIT A



BEA SYSTEMS, INC.



Performance Unit Beneficiary Designation



In the event of my death prior to the settlement of my currently outstanding
or subsequently issued Performance Units (the Units) under any existing or subsequently adopted stock incentive plan of BEA Systems, Inc. or its successor in interest (the Company) (whether adopted by the
Company or assumed by the Company in connection with a merger, acquisition or other similar transaction) or issued to me by the Company outside of any such stock plan, and in lieu of disposing of my interest,1if any, in the Units at the time of my death by my will or the laws of intestate succession, I hereby designate the following persons as Primary
Beneficiary(ies) and Contingent Beneficiary(ies) of my interest in the Units:



|   |  |                                                                                                            |  |                                      |  |       
|-- |  | ---------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ------
|   |  | Primary Beneficiary(ies) (Select only one of the three alternatives)                                       |  |                                     
|   |  |  ̈                                                                                                          |  | (a)     Individuals and/or Charities |  | %Share
|   |  |                                                                                                           
|1) |  | Name __________________________________________________________________________________________            |  | _______                             
|   |  |                                                                                                           
|   |  | Address ________________________________________________________________________________________           |  |                                     
|   |  |                                                                                                           
|2) |  | Name __________________________________________________________________________________________            |  | _______                             
|   |  |                                                                                                           
|   |  | Address ________________________________________________________________________________________           |  |                                     
|   |  |                                                                                                            | 
|   |  |  ̈                                                                                                          |  | (b)     Residuary Testamentary Trust |  |       
|   |  |                                                                                                           
|   |  | In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate.        |  |                                     
|   |  |                                                                                                            | 
|   |  |  ̈                                                                                                          |  | (c)    Living Trust                  |  |       
|   |  |                                                                                                           
|   |  | _____________________________________________ (or any successor), as Trustee of the                        |  |                                     
|   |  | (print name of present
trustee)                                                                            |  |                                     
|   |  |                                                                                                           
|   |  | ______________________________________ Trust, dated
___________________________                            |  |                                     
|   |  | (print name of
trust)                                       
         (fill in date trust was established) |  |                                     

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|1 | A married grantee whose Units are community property may dispose only of his or her own interest in the Units. In such cases, the grantees spouse may (a)
consent to the grantees designation by signing the Spousal Consent or (b) designate the grantee or any other person(s) as the beneficiary(ies) of his or her interest in the Units on a separate Beneficiary Designation.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|   |  |                                                                                                        |  |                                      |  |       
|-- |  | ------------------------------------------------------------------------------------------------------ |  | ------------------------------------ |  | ------
|   |  | Contingent Beneficiary(ies) (Select only one of the three alternatives)                                |  |                                     
|   |  |  ̈                                                                                                      |  | (a)     Individuals and/or Charities |  | %Share
|   |  |                                                                                                       
|1) |  | Name __________________________________________________________________________________________        |  | _______                             
|   |  |                                                                                                       
|   |  | Address ________________________________________________________________________________________       |  |                                     
|   |  |                                                                                                       
|2) |  | Name __________________________________________________________________________________________        |  | _______                             
|   |  |                                                                                                       
|   |  | Address ________________________________________________________________________________________       |  |                                     
|   |  |                                                                                                        | 
|   |  |  ̈                                                                                                      |  | (b)     Residuary Testamentary Trust |  |       
|   |  |                                                                                                       
|   |  | In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate.    |  |                                     
|   |  |                                                                                                        | 
|   |  |  ̈                                                                                                      |  | (c)    Living Trust                  |  |       
|   |  |                                                                                                       
|   |  | _____________________________________________ (or any successor), as Trustee of the                    |  |                                     
|   |  | (print name of present
trustee)                                                                        |  |                                     
|   |  |                                                                                                       
|   |  | ______________________________________ Trust, dated
___________________________                        |  |                                     
|   |  | (print name of
trust)                                       
     (fill in date trust was established) |  |                                     



Should all the
individual Primary Beneficiary(ies) fail to survive me or if the trust named as the Primary Beneficiary does not exist at my death (or no will of mine containing a residuary trust is admitted to probate within six months of my death), the Contingent
Beneficiary(ies) shall be entitled to my interest in the Units for the shares indicated. Should any individual beneficiary fail to survive me or a charity named as a beneficiary no longer exist at my death, such beneficiarys share shall be
divided among the remaining named Primary or Contingent Beneficiaries, as appropriate, in proportion to the percentage shares I have allocated to them. In the event that no Individual Primary Beneficiary(ies) or Contingent Beneficiary(ies) survives
me, no trust (excluding a residuary testamentary trust) or charity named as a Primary Beneficiary or Contingent Beneficiary exists at my death, and no will of mine containing a residuary trust is admitted to probate within six months of my death,
then my interest in the Units shall be disposed of by my will or the laws of intestate succession, as applicable.



This Beneficiary Designation is effective regardless of whether I have deferred receipt of any or all of the Units. This Beneficiary Designation is
effective until I file another such designation with BEA Systems, Inc. Any previous Beneficiary Designations are hereby revoked.



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|                          |  |  |  |                   |  |       |  | 
|------------------------- |  |  |  | ----------------- |  | ----- |  | 
|Submitted by:             |  |  |  | Accepted by:     
|                          |  | 
| ̈Grantee ̈Grantees Spouse |  |  |  | BEA Systems, Inc.
|                          |  |  |  |                  
|                          |  |  |  |                   |  | By:   |  | 
|(Signature)               |  |  |  |                   |  |      
|                          |  |  |  |                  
|                          |  |  |  |                   |  | Its:  |  | 
|                          |  |  |  |                  
|Date:                     |  |  |  |                   |  | Date: |  | 



Spousal Consent for Units that are
Community Property (necessary if separate beneficiary designation is not filed by Spouse):



I hereby consent to this Beneficiary Designation and agree that this designation of beneficiaries provided herein shall apply to my community property interest in the Units. This consent does not apply to any
subsequent Beneficiary Designation which may be filed by my spouse. This consent may be revoked by me at any time, whether by filing a Beneficiary Designation disposing of my interest in the Units or by filing a written notice of revocation with the
Company.



|                      |  | 
|--------------------- |  | 
|                      | 
|                      |  | 
|(Signature of Spouse)
|                      | 
|Date:                 |  | 



Spousal Consent for Units that are
not Community Property (necessary if beneficiary is other than Spouse):



I hereby consent to this Beneficiary Designation. This consent does not apply to any subsequent Beneficiary Designation which may be filed by my spouse.



|                      |  | 
|--------------------- |  | 
|                      | 
|                      |  | 
|(Signature of Spouse)
|                      | 
|Date:                 |  | 



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BEA SYSTEMS, INC. 1997
STOCK INCENTIVE PLAN



NOTICE OF PERFORMANCE UNIT AWARD



|                            |  | 
|--------------------------- |  | 
|Grantees Name and Address: |  | 
|                            | 
|                            |  | 
|                            | 
|                            |  | 



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.



|                                                       |  | 
|------------------------------------------------------ |  | 
|Award Number                                           |  | 
|                                                       | 
|Date of Award                                          |  | 
|                                                       | 
|Vesting Commencement Date                              |  | 
|                                                       | 
|Total Number of PerformanceUnits Awarded (the Units) |  | 



Vesting Schedule:



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:



50% of the Units shall vest twelve (12) months after the Vesting
Commencement Date and the remaining 50% of the Units shall vest twenty-four (24) months after the Vesting Commencement Date.



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 portion of the Award shall remain in effect for a period of one hundred eighty (180) days after the Termination Date and any unvested Units held by the Grantee immediately following such termination of Continuous Status as an Employee,
Director or Consultant shall be deemed reconveyed to the Company on the date one hundred eighty (180) days after the Termination Date and the



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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.



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:Title:




THE GRANTEE ACKNOWLEDGES AND
AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEES CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT (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 STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT,
NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEES RIGHT OR THE COMPANYS RIGHT TO TERMINATE THE GRANTEES CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT 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 questions of interpretation and administration relating to this Notice, the Plan and the Agreement shall be resolved by
the Administrator in accordance with Section 9 of the Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 10 of the Agreement. The Grantee further agrees to notify the Company upon any
change in the residence address indicated in this Notice.



The
Grantee further acknowledges that, from time to time, the Company may be in a blackout period and/or subject to applicable federal securities laws that could subject the Grantee to liability for engaging in any transaction involving the
sale of the Companys Shares. The Grantee further acknowledges and agrees that, prior to the sale of any Shares acquired under this Award, it is the Grantees responsibility to determine whether or not such sale of Shares will subject the
Grantee to liability under insider trading rules or other applicable federal securities laws.



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The Grantee understands that the Award is subject to the Grantees consent to access this Notice,
the Agreement, the Plan and the Plan prospectus (collectively, the Plan Documents) in electronic form on the Companys intranet. By signing below (or by providing an electronic signature) and accepting the grant of the Award, the
Grantee: (i) consents to access electronic copies (instead of receiving paper copies) of the Plan Documents via the Companys intranet; (ii) represents that the Grantee has access to the Companys intranet; (iii) acknowledges receipt of
electronic copies, or that the Grantee is already in possession of paper copies, of the Plan Documents; and (iv) acknowledges that the Grantee is familiar with and accepts the Award subject to the terms and provisions of the Plan Documents.



|       |  |                                            |  |  |  |         |  | 
|------ |  | ------------------------------------------ |  |  |  | ------- |  | 
|       |  |                                            |  | 
|Dated: |  | __________________________________________ |  |  |  | Signed: |  | 



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Award Number:



BEA SYSTEMS, INC. 1997 STOCK INCENTIVE PLAN



PERFORMANCE UNIT AWARD AGREEMENT



1. Issuance of Units. BEA Systems, Inc., a Delaware corporation (the Company), hereby issues to the
Grantee (the Grantee) named in the Notice of Performance Unit Award (the Notice), the Total Number of Performance Units Awarded set forth in the Notice (the Units), subject to the Notice, this Performance Unit
Award Agreement (the Agreement) and the terms and provisions of the Companys 1997 Stock Incentive Plan, as amended from time to time (the Plan), which is incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.



2. Transfer Restrictions. The Units subject to this award (the Award) may not be transferred in any manner other than by will or by the laws of descent and distribution. Notwithstanding the
foregoing, the Grantee may designate a beneficiary of the Units in the event of the Grantees death on the beneficiary designation form attached hereto as Exhibit A. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, successors and transferees of the Grantee.



3. Conversion of Units and Issuance of Shares. Upon each vesting date, one share of Common Stock shall be issuable for each Unit that vests on such date (the Shares), subject to the terms and provisions of the Plan and
this Agreement. Thereafter, the Company will transfer such Shares to the Grantee upon satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining after the Award is fully vested shall be discarded and shall not
be converted into a fractional Share.



4. Corporate
Transaction.



(a) Corporate
Transaction. In the event of a Corporate Transaction and:



(i) for the portion of the Award that is Assumed or Replaced, then the Award (if Assumed), the replacement award (if Replaced), or the cash incentive program (if Replaced) automatically shall become fully vested,
exercisable and payable for all of the Units at the time represented by such Assumed or Replaced portion of the Award, immediately upon termination of the Grantees Continuous Status as an Employee, Director or Consultant if such Continuous
Status as an Employee, Director or Consultant is terminated by the Company or a Parent or Subsidiary of the Company without Cause within twelve (12) months after the Corporate Transaction or voluntarily by the Grantee with Good Reason within twelve
(12) months after the Corporate Transaction; and



(ii) for the portion of the Award that is neither Assumed nor Replaced, such portion of the Award shall automatically become fully vested with respect to all of the Units at the time represented by such portion of the Award, immediately
prior to the specified effective



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date of such Corporate Transaction, provided that the Grantees Continuous Status as an Employee, Director or Consultant has not terminated prior to
such date.



(iii) In the event of a Corporate
Transaction, all references to the Company shall be deemed to refer to the successor entity, if applicable.



(b) Termination of Continuous Status as an Employee, Director or Consultant Prior to a Corporate Transaction. Notwithstanding
anything in this Agreement to the contrary, in the event the Grantees Continuous Status as an Employee, Director or Consultant is terminated and a Corporate Transaction occurs within one hundred eighty (180) days after the date of such
termination, then the Award automatically shall become fully vested with respect to all of the Units at the time represented by the Award, immediately prior to the specified effective date of such Corporate Transaction provided that it is reasonably
demonstrated by the Grantee that such termination of Continuous Status as an Employee, Director or Consultant (i) was at the request of a third party that has taken steps reasonably calculated to effect such Corporate Transaction or (ii) otherwise
arose in connection with or anticipation of such Corporate Transaction.



(c) Definitions. Notwithstanding any definitions set forth in the Plan, the following definitions shall apply:



(i) Assumed means that pursuant to a Corporate Transaction either (A) the Award is expressly affirmed by the Company or
(B) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and
type of securities of the successor entity or its Parent subject to the Award which at least preserve the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance with the instruments evidencing
the agreement to assume the Award.



(ii)
Replaced means that pursuant to a Corporate Transaction the Award is replaced with a comparable stock award or a cash incentive program of the Company or its Parent which at least preserves the compensation element of such Award
existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to such Award. The determination of Award comparability shall be made by the
Administrator and its determination shall be final, binding and conclusive.



(iii) Cause means:



(A) the willful and continued failure of the Grantee to perform substantially the Grantees duties with the Company or any Parent or Subsidiary of the Company (other than any such failure resulting from
incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Grantee by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or
the Chief Executive Officer of the Company believes that the Grantee has not substantially performed the Grantees duties, or



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(B) the willful engaging by the Grantee in illegal conduct or gross misconduct that is
materially and demonstrably injurious to the Company.



For purposes of this
Section 4, no act, or failure to act, on the part of the Grantee shall be considered willful unless it is done, or omitted to be done, by the Grantee in bad faith or without reasonable belief that the Grantees action or omission
was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the
Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Grantee in good faith and in the best interests of the Company. The termination of the Grantees Continuous
Status as an Employee, Director or Consultant shall not be deemed to be for Cause unless and until there shall have been delivered to the Grantee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board (excluding the Grantee, if the Grantee is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Grantee and the Grantee is given an opportunity,
together with counsel for the Grantee, to be heard before the Board), finding that, in the good faith opinion of the Board, the Grantee is guilty of the conduct described in Section 4(c)(iii)(A) or 4(c)(iii)(B), and specifying the particulars
thereof in detail.



(iv) Corporate
Transaction means:



(A) the
approval by the stockholders of the Company of a complete liquidation or dissolution of the Company;



(B) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then-outstanding shares of common stock of the Company (the Outstanding Company Common
Stock) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities); provided, however,
that, for purposes of this Section 4, the following acquisitions shall not constitute a Corporate Transaction: (a) any acquisition directly from the Company, (b) any acquisition by the Company, (c) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company or (d) any acquisition by any corporation pursuant to a transaction that complies with Sections 4(c)(iv)(C)(i),
4(c)(iv)(C)(ii) and 4(c)(iv)(C)(iii) below;



(C) the consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the
assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a Business Combination), in each case unless, following such Business Combination, (i) all or substantially
all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or



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indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or
substantially all of the Companys assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and
the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or



(D) individuals who, as of the Date of Award, constitute the Board (the Incumbent Board) cease
for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Date of Award whose election, or nomination for election by the Companys stockholders,
was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board.



(v) Good Reason
means:



(A) the assignment to the Grantee of
any duties inconsistent in any respect with the Grantees position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately prior to the Corporate Transaction, or any other diminution in
such position, authority, duties or responsibilities (whether or not occurring solely as a result of the Companys ceasing to be a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken
in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Grantee;



(B) a reduction in the Grantees base salary to a level below that in effect at any time within six (6) months preceding the
consummation of a Corporate Transaction or at any time thereafter; provided that an across-the-board reduction in the salary level of substantially all other individuals in positions similar to the Grantees by the same percentage amount shall
not constitute such a salary reduction; and



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(C) the Companys requiring the Grantee (i) to be based at any office or location
outside a 55-mile radius from the Grantees job location immediately prior to the Corporate Transaction, or (iii) to travel on Company business to a substantially greater extent than required immediately prior to the Corporate Transaction.



For purposes of this Section 4, any good faith determination of Good Reason
made by the Grantee shall be conclusive. The Grantees mental or physical incapacity following the occurrence of an event described above in clauses (A) through (C) shall not affect the Grantees ability to terminate Continuous Status as
an Employee, Director or Consultant for Good Reason.



5.
Right to Shares. The Grantee shall not have any right in, to or with respect to any of the Shares (including any voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled
by the issuance of such Shares to the Grantee.



6.
Taxes.



(a) Generally. The
Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award, regardless of any action the Company or any Subsidiary of the Company takes with respect to any tax withholding obligations that arise in
connection with the Award. Neither the Company nor any Subsidiary of the Company makes any representation or undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of
Shares issuable pursuant to the Award. The Company and its Subsidiaries do not commit and are under no obligation to structure the Award to reduce or eliminate the Grantees tax liability. As a condition and term of this Award, no election
under Section 83(b) of the Code may be made by the Grantee or any other person with respect to all or any portion of the Award.



(b) Payment of Withholding Taxes. Prior to any event in connection with the Award (e.g., vesting) that the Company determines may
result in any tax withholding obligation, whether non-U.S., federal, state or local, including any employment tax obligation (the Tax Withholding Obligation), the Grantee must arrange for the satisfaction of the minimum amount of such
Tax Withholding Obligation in a manner acceptable to the Company.



(i) By Share Withholding. Unless the Company determines to satisfy the Tax Withholding Obligation in accordance with clause (ii) below, the Company shall withhold from those Shares issuable to the Grantee the
whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantees minimum Tax Withholding Obligation. Accordingly,
the Grantee agrees to pay to the Company or any Subsidiary of the Company as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding of Shares
described above.



(ii) By Sale of
Shares. The Grantees acceptance of this Award constitutes the Grantees authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell on the Grantees behalf a whole number of



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Shares from those Shares issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum
applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. The Grantee will be responsible for all brokers fees and other costs
of sale, and the Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantees minimum Tax Withholding Obligation,
the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be
sufficient to satisfy the Grantees minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Subsidiary of the Company as soon as practicable, including through additional payroll withholding, any amount
of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above. The sale of Shares may be used by the Company, in the exercise of its discretion (subject to Applicable Laws), to satisfy the minimum Tax Withholding
Obligation of the Grantee.



7. Entire Agreement: Governing
Law. The Notice, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with
respect to the subject matter hereof, and may not be modified adversely to the Grantees interest except by means of a writing signed by the Company and the Grantee. These agreements are to be construed in accordance with and governed by the
internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the
parties. Should any provision of the Notice or this Agreement be determined to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.



8. Construction. The captions used in the Notice and this Agreement
are inserted for convenience and shall not be deemed a part of the Agreement for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of
the term or is not intended to be exclusive, unless the context clearly requires otherwise.



9. Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this
Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.



10. Venue and Waiver of Jury Trial. The Company, the Grantee, and the
Grantees assignees pursuant to Section 2 (the parties) agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Agreement shall be brought in the United States District Court for the
Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of San Francisco) and that the parties shall submit to the jurisdiction of such court. The
parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for



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any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT,
ACTION OR PROCEEDING. If any one or more provisions of this Section 10 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it
or its application valid and enforceable.



11. Notices.
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United
States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing
from time to time to the other party.



12. Data Privacy.
The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantees personal data as described in this Agreement by and among, as applicable, the Grantees employer,
the Company, its Subsidiaries and its affiliates for the exclusive purpose of implementing, administering and managing the Grantees participation in the Plan. The Grantee understands that the Company and the Grantees employer may hold
certain personal information about the Grantee, including, but not limited to, the Grantees name, home address and telephone number, date of birth, social security/insurance number or other identification number, salary, nationality, job
title, any shares of Common Stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in the Grantees favor, for the purpose of implementing,
administering and managing the Plan (Data). The Grantee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the
Grantees country, or elsewhere, and that the recipients country may have different data privacy laws and protections than the Grantees country. The Grantee understands that the Grantee may request a list with the names and
addresses of any potential recipients of the Data by contacting the Grantees local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing the Grantees participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Shares received upon
vesting of the Units may be deposited. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantees participation in the Plan. The Grantee understands that the Grantee may, at any
time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantees local
human resources representative. The Grantee understands that refusal or withdrawal of consent may affect the Grantees ability to participate in the Plan. For more information on the consequences of the Grantees refusal to consent or
withdrawal of consent, the Grantee understands that the Grantee may contact the Grantees local human resources representative.



END OF AGREEMENT



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EXHIBIT A



BEA SYSTEMS, INC.



Performance Unit Beneficiary Designation



In the event of my death prior to the settlement of my currently outstanding
or subsequently issued Performance Units (the Units) under any existing or subsequently adopted stock incentive plan of BEA Systems, Inc. or its successor in interest (the Company) (whether adopted by the
Company or assumed by the Company in connection with a merger, acquisition or other similar transaction) or issued to me by the Company outside of any such stock plan, and in lieu of disposing of my interest,1if any, in the Units at the time of my death by my will or the laws of intestate succession, I hereby designate the following persons as Primary
Beneficiary(ies) and Contingent Beneficiary(ies) of my interest in the Units:



|   |  |                                                                                                            |  |                                      |  |       
|-- |  | ---------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ------
|   |  | Primary Beneficiary(ies) (Select only one of the three alternatives)                                       |  |                                     
|   |  |  ̈                                                                                                          |  | (a)     Individuals and/or Charities |  | %Share
|   |  |                                                                                                           
|1) |  | Name __________________________________________________________________________________________            |  | _______                             
|   |  |                                                                                                           
|   |  | Address ________________________________________________________________________________________           |  |                                     
|   |  |                                                                                                           
|2) |  | Name __________________________________________________________________________________________            |  | _______                             
|   |  |                                                                                                           
|   |  | Address ________________________________________________________________________________________           |  |                                     
|   |  |                                                                                                            | 
|   |  |  ̈                                                                                                          |  | (b)     Residuary Testamentary Trust |  |       
|   |  |                                                                                                           
|   |  | In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate.        |  |                                     
|   |  |                                                                                                            | 
|   |  |  ̈                                                                                                          |  | (c)    Living Trust                  |  |       
|   |  |                                                                                                           
|   |  | _____________________________________________ (or any successor), as Trustee of the                        |  |                                     
|   |  | (print name of present
trustee)                                                                            |  |                                     
|   |  |                                                                                                           
|   |  | ______________________________________ Trust, dated
___________________________                            |  |                                     
|   |  | (print name of
trust)                                       
         (fill in date trust was established) |  |                                     

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|1 | A married grantee whose Units are community property may dispose only of his or her own interest in the Units. In such cases, the grantees spouse may (a)
consent to the grantees designation by signing the Spousal Consent or (b) designate the grantee or any other person(s) as the beneficiary(ies) of his or her interest in the Units on a separate Beneficiary Designation.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|   |  |                                                                                                     |  |                                      |  |       
|-- |  | --------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ------
|   |  | Contingent Beneficiary(ies) (Select only one of the three alternatives)                             |  |                                     
|   |  |  ̈                                                                                                   |  | (a)     Individuals and/or Charities |  | %Share
|   |  |                                                                                                    
|1) |  | Name __________________________________________________________________________________________     |  | _______                             
|   |  |                                                                                                    
|   |  | Address ________________________________________________________________________________________    |  |                                     
|   |  |                                                                                                    
|2) |  | Name __________________________________________________________________________________________     |  | _______                             
|   |  |                                                                                                    
|   |  | Address ________________________________________________________________________________________    |  |                                     
|   |  |                                                                                                     | 
|   |  |  ̈                                                                                                   |  | (b)     Residuary Testamentary Trust |  |       
|   |  |                                                                                                    
|   |  | In trust, to the trustee of the trust named as the beneficiary of the residue of my probate estate. |  |                                     
|   |  |                                                                                                     | 
|   |  |  ̈                                                                                                   |  | (c)    Living Trust                  |  |       
|   |  |                                                                                                    
|   |  | _____________________________________________ (or any successor), as Trustee of the                 |  |                                     
|   |  | (print name of present
trustee)                                                                     |  |                                     
|   |  |                                                                                                    
|   |  | ______________________________________ Trust, dated
___________________________                     |  |                                     
|   |  | (print name of
trust)                                       
 (fill in date trust was established)  |  |                                     



Should all the
individual Primary Beneficiary(ies) fail to survive me or if the trust named as the Primary Beneficiary does not exist at my death (or no will of mine containing a residuary trust is admitted to probate within six months of my death), the Contingent
Beneficiary(ies) shall be entitled to my interest in the Units for the shares indicated. Should any individual beneficiary fail to survive me or a charity named as a beneficiary no longer exist at my death, such beneficiarys share shall be
divided among the remaining named Primary or Contingent Beneficiaries, as appropriate, in proportion to the percentage shares I have allocated to them. In the event that no Individual Primary Beneficiary(ies) or Contingent Beneficiary(ies) survives
me, no trust (excluding a residuary testamentary trust) or charity named as a Primary Beneficiary or Contingent Beneficiary exists at my death, and no will of mine containing a residuary trust is admitted to probate within six months of my death,
then my interest in the Units shall be disposed of by my will or the laws of intestate succession, as applicable.



This Beneficiary Designation is effective regardless of whether I have deferred receipt of any or all of the Units. This Beneficiary Designation is
effective until I file another such designation with BEA Systems, Inc. Any previous Beneficiary Designations are hereby revoked.



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|                          |  |             |  |                   |  |       |  | 
|------------------------- |  | ----------- |  | ----------------- |  | ----- |  | 
|Submitted by:             |  |             |  | Accepted by:     
|                          |  |            
| ̈Grantee ̈Grantees Spouse |  |             |  | BEA Systems, Inc.
|                          |  |             | 
|                          |  |             |  | By:               |  |      
|                          |  | (Signature) |  |                   |  |       |  | 
|                          |  |             |  |                  
|                          |  |             |  |                   |  | Its:  |  | 
|                          |  |             |  |                  
|Date:                     |  |             |  |                   |  | Date: |  | 



Spousal Consent for Units that are
Community Property (necessary if separate beneficiary designation is not filed by Spouse):



I hereby consent to this Beneficiary Designation and agree that this designation of beneficiaries provided herein shall apply to my community property interest in the Units. This consent does not apply to any
subsequent Beneficiary Designation which may be filed by my spouse. This consent may be revoked by me at any time, whether by filing a Beneficiary Designation disposing of my interest in the Units or by filing a written notice of revocation with the
Company.



|      |  |                      
|----- |  | ---------------------
|     
|     
|      |  | (Signature of Spouse)
|      | 
|Date: |  |                      



Spousal Consent for Units that are
not Community Property (necessary if beneficiary is other than Spouse):



I hereby consent to this Beneficiary Designation. This consent does not apply to any subsequent Beneficiary Designation which may be filed by my spouse.



|      |  |                      
|----- |  | ---------------------
|     
|     
|      |  | (Signature of Spouse)
|      | 
|Date: |  |                      



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