EX-10.2





 Exhibit 10.2 

DYNATRACE, INC. 
 2019
EMPLOYEE STOCK PURCHASE PLAN 
 The purpose of the Dynatrace, Inc. 2019 Employee Stock Purchase Plan (“the Plan”) is to
provide eligible employees of Dynatrace, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”). 6,250,000 shares of Common Stock in the aggregate have been approved and reserved for this purpose, plus on April 1, 2020, and each April 1 thereafter through April 1, 2029, the number of shares of Common
Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 1% percent of the number of shares of Common Stock issued and outstanding on the immediately preceding March 31st, (ii) 3,500,000 shares of
Common Stock or (iii) such number of shares of Common Stock as determined by the Administrator (as defined in Section 1). 
 The
Plan includes two components: a Code Section 423 Component (the “423 Component”) and a non-Code Section 423 Component (the “Non-423
Component”). It is intended for the 423 Component to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the 423
Component shall be interpreted in accordance with that intent. Under the Non-423 Component, which does not qualify as an “employee stock purchase plan” within the meaning of Section 423(b) of
the Code, options will be granted pursuant to rules, procedures or sub-plans adopted by the Administrator designed to comply with applicable laws or achieve tax and other objectives. Except as otherwise
provided herein or by the Administrator, the Non-423 Component will operate and be administered in the same manner as the 423 Component. 

Unless otherwise defined herein, capitalized terms in this Plan shall have the meaning ascribed to them in Section 11. 

1. Administration. The Plan will be administered by the person or persons (the “Administrator”) appointed by the
Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: (i) adopt, alter and repeal such rules, guidelines and practices for the administration of the Plan and for its own acts
and proceedings as it shall deem advisable; (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration of the Plan, including to accommodate the specific requirements of
applicable laws, regulations and procedures in jurisdictions outside the United States; (iv) decide all disputes arising in connection with the Plan; and (v) otherwise supervise the administration of the Plan. All interpretations and
decisions of the Administrator shall be binding on all persons, including the Company and the Participants. No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted hereunder. 
 2. Offerings. The Company may make one
or more offerings to eligible employees to purchase Common Stock under the Plan (“Offerings”). Unless otherwise determined by the Administrator, the initial Offering will begin on November 15, 2019 and will end on May 14, 2020
(the “Initial Offering”). Thereafter, unless otherwise determined by the Administrator, an Offering will begin on the first business day occurring on or after each May 15 and November 15 and will end on the last business day
occurring on or before the following November 14 and May 14, respectively. The Administrator may, in its discretion, designate a different period for any Offering, provided that no Offering shall exceed 27 months in duration. 












 3. Eligibility. Except as otherwise determined by the Administrator in advance of an
Offering, all individuals classified as employees on the payroll records of the Company and each Designated Company are eligible to participate in any one or more of the Offerings under the Plan. The Administrator may further determine, in advance
of an Offering, that employees are eligible only if, as of the first day of the applicable Offering (the “Offering Date”), they are customarily employed by the Company or a Designated Company for more than 20 hours a week and have
completed a minimum period of employment (not to exceed two years), or such other criteria as may be determined by the Administrator not inconsistent with Section 423 of the Code. Notwithstanding any other provision herein, individuals who are
not contemporaneously classified as employees of the Company or a Designated Company for purposes of the Company’s or applicable Designated Company’s payroll system are not considered to be eligible employees of the Company or any
Designated Company and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Company for any purpose, including, without limitation, common law or statutory
employees, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative proceeding, such individuals shall, notwithstanding such reclassification, remain
ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously classified as employees of the Company or a Designated Company on the Company’s or Designated Company’s payroll
system to become eligible to participate in this Plan is through an amendment to this Plan, duly executed by the Company, which specifically renders such individuals eligible to participate herein. 

4. Participation. 
 (a)
Initial Participation. An eligible employee who is not a Participant in any prior Offering may participate in a subsequent Offering by submitting an enrollment form to the Company or an agent designated by the Company (in the manner described
in Section 4(b)) at least 15 business days before the Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). 

(b) Enrollment. The enrollment form (which may be in an electronic format or such other method as determined by the Company in
accordance with the Company’s practices) will (a) state a whole percentage or the amount to be deducted from an eligible employee’s Compensation per pay period, (b) authorize the purchase of Common Stock in each Offering in
accordance with the terms of the Plan and (c) specify the exact name or names in which shares of Common Stock purchased for such individual are to be issued pursuant to Section 10. An employee who does not enroll in accordance with these
procedures will be deemed to have waived the right to participate. Unless a Participant files a new enrollment form or withdraws from the Plan, such Participant’s deductions and purchases will continue at the same percentage or amount of
Compensation for future Offerings, provided he or she remains eligible. 
 (c) Notwithstanding the foregoing, participation in the Plan will
neither be permitted nor be denied contrary to the requirements of the Code. 
 5. Employee Contributions. Each eligible employee may
authorize payroll deductions at a minimum of 1 percent up to a maximum of 15 percent of such employee’s Compensation for each pay period, or such other maximum as may be specified by the Administrator in advance of an Offering. The
Company will maintain book accounts showing 

  
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the amount of payroll deductions made by each Participant for each Offering. No interest will accrue or be paid on payroll deductions, except as may be required by applicable law. If payroll
deductions for purposes of the Plan are prohibited or otherwise problematic under applicable law (as determined by the Administrator in its discretion), the Administrator may require Participants to contribute to the Plan by such other means as
determined by the Administrator. Any reference to “payroll deductions” in this Section 5 (or in any other section of the Plan) will similarly cover contributions by other means made pursuant to this Section 5. 

6. Deduction Changes. Except as may be determined by the Administrator in advance of an Offering, a Participant may not increase or
decrease his or her payroll deduction during any Offering, but may increase or decrease his or her payroll deduction with respect to the next Offering (subject to the limitations of Section 5) by filing a new enrollment form at least 15
business days before the next Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). The Administrator may, in advance of any Offering, establish rules permitting a Participant to increase, decrease
or terminate his or her payroll deduction during an Offering. 
 7. Withdrawal. A Participant may withdraw from participation in the
Plan by delivering a written notice of withdrawal to the Company or an agent designated by the Company (in accordance with such procedures as may be established by the Administrator). The Participant’s withdrawal will be effective as of the
next business day. Following a Participant’s withdrawal, the Company will promptly refund such individual’s entire account balance under the Plan to him or her (after payment for any Common Stock purchased before the effective date of
withdrawal). Partial withdrawals are not permitted. Such an employee may not begin participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4. 

8. Grant of Options. On each Offering Date, the Company will grant to each eligible employee who is then a Participant in the Plan an
option (“Option”) to purchase on the last day of such Offering (the “Exercise Date”) at the Option Price (as defined herein) the lowest of (a) a number of shares of Common Stock determined by dividing such Participant’s
accumulated payroll deductions on such Exercise Date by the Option Price, (b) the number of shares determined by dividing $25,000 by the Fair Market Value of the Common Stock on the Offering Date for such Offering; or (c) such other lesser
maximum number of shares as shall have been established by the Administrator in advance of the Offering; provided, however, that such Option shall be subject to the limitations set forth below. Each Participant’s Option shall be exercisable
only to the extent of such Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each share purchased under each Option (the “Option Price”) will be 85 percent of the Fair Market Value of the
Common Stock on the Offering Date or the Exercise Date, whichever is less. 
 Notwithstanding the foregoing, no Participant may be granted
an Option hereunder if such Participant, immediately after the Option was granted, would be treated as owning stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or any Parent
or Subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of a Participant, and all stock which the Participant has a contractual right to purchase
shall be treated as stock owned by the Participant. In addition, no Participant may be granted an Option which permits his or her rights to purchase stock under the Plan, and any other employee stock


  
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purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined on the option grant date or dates) for
each calendar year in which the Option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be applied taking Options into account in the order in which
they were granted. 
 9. Exercise of Option and Purchase of Shares. Each employee who continues to be a Participant in the Plan on
the Exercise Date shall be deemed to have exercised his or her Option on such date and shall acquire from the Company such number of whole shares of Common Stock reserved for the purpose of the Plan as his or her accumulated payroll deductions on
such date will purchase at the Option Price, subject to any other limitations contained in the Plan. Unless otherwise determined by the Administrator in advance of an Offering, any amount remaining in a Participant’s account at the end of an
Offering solely by reason of the inability to purchase a fractional share will be carried forward to the next Offering; any other balance remaining in a Participant’s account at the end of an Offering will be refunded to the Participant
promptly. 
 10. Issuance of Certificates. Certificates or book-entries at the Company’s transfer agent representing shares of
Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or in the name of a broker authorized by the employee to
be his, her or their, nominee for such purpose. 
 11. Definitions. 

The term “Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or
is under the common control with, the Company. 
 The term “Compensation” means amount of base pay, prior to salary reduction
(such as pursuant to Sections 125, 132(f) or 401(k) of the Code), but excluding overtime, commissions, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances or travel expenses, income or gains related to
Company stock options or other share-based awards, and similar items. The Administrator shall have the discretion to determine the application of this definition to Participants outside the United States. 

The term “Designated Company” means any present or future Subsidiary or Affiliate that has been designated by the Administrator to
participate in the Plan. The Administrator may so designate any Subsidiary or Affiliate, or revoke any such designation, at any time and from time to time, either before or after the Plan is approved by the stockholders, and may further designate
such companies or Participants as participating in the 423 Component or the Non-423 Component. The Administrator may also determine which Affiliates or eligible employees may be excluded from participation in
the Plan, to the extent consistent with Section 423 of the Code or as implemented under the Non-423 Component, and determine which Designated Company or Companies will participate in separate Offerings
(to the extent that the Company makes separate Offerings). For purposes of the 423 Component, only the Company and its Subsidiaries may be Designated Companies; provided, however, that at any given time, a Subsidiary that is a Designated Company
under the 423 Component will not be a Designated Company under the Non-423 Component. 
 The term
“Fair Market Value of the Common Stock” on any given date means the fair market value of the Common Stock determined in good faith by the Administrator; provided, however, that if the Common Stock is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System (“NASDAQ”), the NASDAQ Global Market, The New York Stock Exchange or another national securities exchange, the determination shall be made by reference to the closing price on
such date. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. 

  
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 The term “Initial Public Offering” means the first underwritten, firm commitment
public offering pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, covering the offer and sale by the Company of its Common Stock. 

The term “Parent” means a “parent corporation” with respect to the Company, as defined in Section 424(e) of the Code.

 The term “Participant” means an individual who is eligible as determined in Section 3 and who has complied with the
provisions of Section 4. 
 The term “Registration Date” means the date the registration statement on Form S-1 that is filed by the Company with respect to the Initial Public Offering is declared effective by the U.S. Securities and Exchange Commission (the “SEC”). 

The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as defined in Section 424(f) of
the Code. 
 12. Rights on Termination or Transfer of Employment. If a Participant’s employment terminates for any reason before
the Exercise Date for any Offering, no payroll deduction will be taken from any pay due and owing to the Participant and the balance in the Participant’s account will be paid to such Participant or, in the case of such Participant’s death,
if permitted by the Administrator and valid under applicable law, to his or her designated beneficiary or to the legal representative of his or her estate, as if such Participant had withdrawn from the Plan under Section 7. An employee will be
deemed to have terminated employment, for this purpose, if the corporation that employs him or her, having been a Designated Company, ceases to be a Subsidiary or Affiliate, or if the employee is transferred to any corporation other than the Company
or a Designated Company. Unless otherwise determined by the Administrator, a Participant whose employment transfers between, or whose employment terminates with an immediate rehire (with no break in service) by, Designated Companies or a Designated
Company and the Company will not be treated as having terminated employment for purposes of participating in the Plan or an Offering; provided, however, that if a Participant transfers from an Offering under the 423 Component to an Offering under
the Non-423 Component, the exercise of the Participant’s Option will be qualified under the 423 Component only to the extent that such exercise complies with Section 423 of the Code. If a Participant
transfers from an Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the Participant’s Option will remain non-qualified
under the Non-423 Component. Further, an employee will not be deemed to have terminated employment for purposes of this Section 12, if the employee is on an approved leave of absence where the
employee’s right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise provides in writing. 

13. Special Rules and Sub-Plans. Notwithstanding anything herein to the contrary, the
Administrator may adopt special rules or sub-plans applicable to the employees of a particular Designated Company, whenever the Administrator determines that such rules are necessary or appropriate for the
implementation of the Plan in a jurisdiction where such Designated Company has employees, regarding, without limitation, eligibility to participate in the Plan, handling and making of payroll deductions or contribution by other means, establishment
of bank or trust accounts to hold payroll deductions, payment of interest, 

  
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conversion of local currency, obligations to pay payroll tax, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements; provided that if
such special rules or sub-plans are inconsistent with the requirements of Section 423(b) of the Code, the employees subject to such special rules or sub-plans will
participate in the Non-423 Component. 
 14. Optionees Not Stockholders. Neither the granting
of an Option to a Participant nor the deductions from his or her pay shall result in such Participant becoming a holder of the shares of Common Stock covered by an Option under the Plan until such shares have been purchased by and issued to him or
her. 
 15. Rights Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of
descent and distribution, and are exercisable during the Participant’s lifetime only by the Participant. 
 16. Application of
Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used for any corporate purpose, unless otherwise required under applicable law. 

17. Adjustment in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, the
payment of a dividend in Common Stock or any other change affecting the Common Stock, the number of shares approved for the Plan and the share limitation set forth in Section 8 shall be equitably or proportionately adjusted to give proper
effect to such event. 
 18. Amendment of the Plan. The Board may at any time and from time to time amend the Plan in any respect,
except that without the approval within 12 months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved for the Plan or making any other change that would require stockholder approval in order
for the Plan, as amended, to qualify as an “employee stock purchase plan” under Section 423(b) of the Code. 
 19.
Insufficient Shares. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the number of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares
issuable under the Plan, the shares then available shall be apportioned among Participants in proportion to the amount of payroll deductions accumulated on behalf of each Participant that would otherwise be used to purchase Common Stock on such
Exercise Date. 
 20. Termination of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all
amounts in the accounts of Participants shall be promptly refunded. 
 21. Compliance with Law. The Company’s obligation to sell
and deliver Common Stock under the Plan is subject to the compliance of the Plan with all applicable laws and the completion of any registration or qualification of the Common Stock under any U.S. or non-U.S.
local, state or federal securities or exchange control law, or under rulings or regulations of the SEC or of any other governmental regulatory body, and to obtaining any approval or other clearance from any U.S. and
non-U.S. local, state or federal governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Company is under no
obligation to register or qualify the Common Stock with the SEC or any other U.S. or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of
such stock. 

  
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 22. Governing Law. This Plan and all Options and actions taken thereunder shall be
governed by, and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the
Commonwealth of Massachusetts, applied without regard to conflict of law principles. 
 23. Issuance of Shares. Shares may be issued
upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source. 

24. Tax Withholding. Participation in the Plan is subject to any applicable U.S. and non-U.S.
federal, state or local tax withholding requirements on income the Participant realizes in connection with the Plan. Each Participant agrees, by entering the Plan, that the Company or any Subsidiary or Affiliate may withhold from a
Participant’s wages, salary or other compensation at any time the amount necessary for the Company or any Subsidiary or Affiliate to meet applicable withholding obligations, including any withholding required to make available to the Company or
any Subsidiary or Affiliate any tax deductions or benefits attributable to the sale or disposition of Common Stock by such Participant. In addition, the Company or any Subsidiary or Affiliate may withhold from the proceeds of the sale of Common
Stock or use any other method of withholding that the Company or any Subsidiary or Affiliate deems appropriate to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f) with respect to the
423 Component. The Company will not be required to issue any Common Stock under the Plan until such obligations are satisfied. 
 25.
Notification Upon Sale of Shares Under 423 Component. Each Participant agrees, by entering the 423 Component of the Plan, to give the Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs
within two years after the date of grant of the Option pursuant to which such shares were purchased or within one year after the date such shares were purchased. 

26. Effective Date. This Plan shall become effective upon the date immediately preceding the Registration Date following stockholder
approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation, each as amended, and applicable stock exchange rules. 

  
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