Exhibit 10.2



BEA SYSTEMS, INC. 1997 STOCK INCENTIVE PLAN



NOTICE OF PERFORMANCE UNIT AWARD



|                            |  |                        
|--------------------------- |  | -----------------------
|Grantees Name and Address: |  | Thomas M. Ashburn      
|                            |  | 2315 North First Street
|                            |  | San Jose, CA 95131     



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                |  | 030417        
|                            | 
|Date of Award               |  | April 14, 2005
|                            | 
|Vesting Commencement Date   |  | April 14, 2005
|                            | 
|Total Number of Performance |  |               
|Units Awarded (the Units) |  | 25,000        



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:



EACH UNIT CONVERTS UPON VESTING INTO A
RIGHT TO RECEIVE ONE SHARE OF STOCK AT THE VESTING RATE OF
ONE QUARTER (25%) OF THE AWARD ANNUALLY FOR FOUR YEARS FROM THE DATE
OF GRANT



In
the event of the Grantees change in status from Employee to Consultant or from an Employee whose customary employment is 20 hours or more per week to an Employee whose customary employment is fewer than 20 hours per week, the Units shall
continue to vest in accordance with the Vesting Schedule.



For purposes of this Notice and the Agreement, the term vest shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit,
such Unit shall not vest until the Grantee becomes vested in the entire Unit.



Vesting shall cease upon the date of termination of the Grantees Continuous Status as an Employee, Director or Consultant (the Termination Date) for any reason, including death or Disability. In the
event the Grantees Continuous Status as an Employee, Director or Consultant is terminated for any reason, including death or Disability, the unvested Units held by the Grantee on the Termination Date shall be deemed reconveyed to the Company
and the Company shall thereafter be the legal and beneficial owner of such Units and shall have all rights and interest in or related thereto without further action by the Grantee.



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/ Mark DentingerTitle:

Chief Financial Officer




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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.



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: |  |                  
|       |  |  |  |         |  | Thomas M. Ashburn



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Award Number: 030417



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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