EX-10.4





 Exhibit 10.4 

Dynatrace, Inc. 
 Non-Employee Director Compensation Policy 
 The purpose of this Non-Employee
Director Compensation Policy (the “Policy”) of Dynatrace, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term
basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the
Company’s initial firm commitment underwritten public offering (“IPO”) of equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation
for services provided to the Company as set forth below: 
  

	 	I.	 Cash Retainers 



(a) Annual Retainer for Board Membership: $35,000 for general availability and participation in meetings and conference calls of our
Board of Directors. No additional compensation for attending individual Board meetings. 
 (b) Additional Annual Retainers for Committee
Membership: 
  

					
	 Audit Committee Chairperson:
	  	$	20,000	 
	 Audit Committee member:
	  	$	10,000	 
	 Compensation Committee Chairperson:
	  	$	15,000	 
	 Compensation Committee member:
	  	$	7,500	 
	 Nominating and Corporate Governance Committee Chairperson:
	  	$	10,000	 
	 Nominating and Corporate Governance Committee member:
	  	$	5,000	 

  

	 	II.	 Equity Retainers 



All grants of equity retainer awards to Outside Directors pursuant to this Policy will be automatic and nondiscretionary and will be made in accordance with
the following provisions: 
 (a) Value. For purposes of this Policy, “Value” means with respect to (i) any award
of stock options the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under ASC 718; and
(ii) any award of restricted stock and restricted stock units the product of (A) the closing market price on the New York Stock Exchange (or such other market on which the Company’s common stock is then principally
listed) of one share of the Company’s common stock on the effective date of grant, or if no closing price is reported for such date, the closing price on the next immediately following date for which a closing price is reported, and
(B) the aggregate number of shares pursuant to such award. 












 (b) Revisions. The Compensation Committee in its discretion may change and otherwise
revise the terms of awards to be granted under this Policy, including, without limitation, the number of shares subject thereto, for awards of the same or different type granted on or after the date the Compensation Committee determines to make any
such change or revision. 
 (c) Sale Event Acceleration. In the event of a Sale Event (as defined in the Company’s 2019 Equity
Incentive Plan (the “2019 Plan”)), the equity retainer awards granted to Outside Directors pursuant to this Policy shall become 100% vested and exercisable. 

(d) Initial Grant. Upon the Effective Date, each Outside Director serving as of and immediately prior to such date shall receive a one-time award of restricted stock units with a Value of $200,000, that vests upon the earlier of the one-year anniversary or the next Annual Meeting of Stockholders (the
“Annual Meeting”); provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant
continuation of vesting; provided further, however, that in lieu of such award, each Outside Director joining the Board of Directors in connection with the IPO shall receive the Initial Grant described below. For each Outside Director joining the
Board of Directors after the Effective Date, upon initial election to the Board of Directors, each new Outside Director will receive an initial, one-time award of restricted stock units, with a Value of
$400,000 (the “Initial Grant”); provided that, if the Board deems it appropriate in light of the proximity to the anticipated date of the next Annual Meeting, the Board of Directors may prorate such Initial Grant, and (i) 25% of the
Initial Grant will become vested on the one year anniversary of such Initial Grant, and (ii) the balance of the Initial Grant will vest ratably in a series of 12 equal quarterly installments; provided, however, that all vesting ceases if the
director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. 

(e) Annual Grant. On the date of the Annual Meeting, each Outside Director who will continue as a member of the Board of Directors
following such Annual Meeting will receive a restricted stock unit award on the date of such Annual Meeting with a Value of $200,000 that vests in full on the earlier of the one-year anniversary of the grant date or the next Annual Meeting;
provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. 

 

	 	III.	 Expenses 



The Company will reimburse all reasonable out-of-pocket expenses incurred by
Outside Directors in attending meetings of the Board of Directors or any Committee thereof. 

  
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	 	IV.	 Maximum Annual Compensation 



The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any Outside Director in a calendar year period shall
not exceed $750,000 (or such other limit as may be set forth in Section 3(b) of the 2019 Plan or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be
determined based on the grant date fair value thereof, as determined in accordance with ASC 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions. 

Date Policy Approved: 

  
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