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                                                                    Exhibit 10.1
                               MRO SOFTWARE, INC.
                          YEAR ENDED SEPTEMBER 30, 2003
                              EXECUTIVE BONUS PLAN

1.       PURPOSE

         The purpose of the FY 2003 Executive Bonus Plan ("Plan") is to provide
         key management employees of MRO Software, Inc. with an incentive to
         make significant and extraordinary contributions to the long-term
         performance and growth of the Company, to promote the common interest
         of the Company, its stockholders and key executives, and to attract and
         retain executives of exceptional ability.

2.       ADMINISTRATION

         2.1      The Plan shall be adopted and administered by the Compensation
                  Committee of the Board of Directors of the Company (the
                  "Committee"). The Committee will base all decisions and awards
                  on quarterly and annual financial statements filed with the
                  Securities and Exchange Commission.

         2.2      The Committee shall have full and complete authority and
                  discretion to make binding decisions on the administration of
                  the Plan and shall adopt such rules and regulations and make
                  all other determinations deemed by it necessary or desirable
                  for the administration of the Plan.

         2.3      The Committee and the Board of Directors of the Company shall
                  have the authority to amend or terminate the Plan, provided,
                  however, that if the Plan is amended or terminated, the
                  Company shall be required to complete payment to each
                  Participant of the amount which that Participant otherwise
                  would have received based on the provisions set forth in
                  paragraph 7.2.

3.       DEFINITIONS

         3.1      Plan Year means the fiscal year ended September 30, 2003.

         3.2      Plan Quarter means each of the three-month periods ended
                  December 31, 2002, March 31, 2003, June 30, 2003, and
                  September 30, 2003.

         3.3      Participant means any executive of the Company who is
                  designated in Appendix I.

         3.4      Permanent Disability, means a Participant's inability, as a
                  result of illness, incapacity, disease or calamity to perform
                  a substantial part of his primary job responsibilities as set
                  forth in his employment contract or job description for any
                  concurrent six month period.

         3.5      Plan means this FY 2003 Executive Bonus Plan.

         3.6      Except as otherwise indicated by the context, any masculine
                  term used herein also shall include the feminine; the plural
                  shall include the singular and the singular shall include the
                  plural.

         3.7      Company means MRO Software, Inc. and its subsidiaries included
                  in its consolidated financial statements.

         3.8      Earnings and EPS mean pro-forma earnings per share as
                  disclosed by the Company, consisting of earnings per share
                  determined under GAAP, adjusted for the amortization of
                  goodwill and other intangibles on an after-tax basis in
                  accordance with past practice of the Company. Earnings may
                  also be adjusted to reflect such deductions and additions of
                  extraordinary items and one-time expenses as may be approved
                  by the Committee for purposes of administering this Plan.
                  Earnings and EPS are calculated after giving effect to any
                  bonus that is paid or proposed to be paid under this Plan.

         3.9      Revenue means total revenues as disclosed in the consolidated
                  quarterly financial statements of the Company.

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4.       ELIGIBILITY AND PARTICIPATION

         Executives eligible for bonuses under the Plan shall be those
         individuals specified in Appendix I.

5.       BONUS MECHANISM

         5.1      The amount of on-target bonus that is paid will be determined
                  as follows:

                  (a)      Each participant is eligible to earn forty (40%)
                           percent of the on-target bonus based on the
                           achievement of quarterly goals, fifty (50%) percent
                           based on the achievement of annual goals and ten
                           (10%) based on stock ownership guidelines. The
                           quarterly and annual Revenue and EPS goals are stated
                           in Appendix II.

                  (b)      The percentage of the on-target bonus described in
                           Appendix I earned by each Participant on achievement
                           of the amounts stated in Appendix II in respect of
                           each Plan Quarter is:

                           (i)   Q1    5% based on Revenue, 5% based on Earnings
                           (ii)  Q2    5% based on Revenue, 5% based on Earnings
                           (iii) Q3    5% based on Revenue, 5% based on Earnings
                           (iv)  Q4    5% based on Revenue, 5% based on Earnings

                                 40% in total

                  In the event that the achievement for Revenue in any quarter
                  is less than the amount stated in Appendix II for that
                  quarter, but is equal to or greater than 97.5% of such amount,
                  then a partial bonus shall be paid to each Participant. The
                  partial bonus shall be equal to the actual amount of Revenue
                  achieved for the quarter divided by the amount of the Revenue
                  goal for the quarter as stated in Appendix II times the
                  on-target bonus the participant would otherwise have earned
                  for the Revenue component (i.e. 5% of total on-target bonus).
                  Achievement for Earnings must be at 100% to be eligible for
                  payout on that component. No incremental bonus is payable to
                  any participant for achievement above 100% in any quarter.

                  (c)      The percentage of the on-target bonus described in
                           Appendix I earned by each Participant on achievement
                           of the amounts stated in Appendix II in respect of
                           year end performance is:

                           (i)      20% based on revenue
                           (ii)     30% based on earnings
                           (iii)    10% based on stock ownership

                                    60% in total

                  As stated in Appendix II, there is a minimum, target and
                  maximum achievement level for payout based on annual
                  performance, for both the Revenue and the Earnings component,
                  subject to the following:

                           (i)      No annual bonus payments will be made for
                                    either component if the minimum Earnings
                                    number is not achieved (for fiscal 2003 this
                                    is .30); and

                           (ii)     Actual payment for performance between
                                    minimum, target and maximum achievement will
                                    be prorated accordingly.

                  (d)      Each participant is eligible to earn ten (10%)
                           percent of the on-target bonus stated in Appendix I
                           based on stock ownership at the end of the Plan Year,
                           as follows:

                           (i)      The value of Company stock owned by each
                                    Participant must be equal to or greater than
                                    10% of each Participant's on-target bonus
                                    described in Appendix I.

                           (ii)     The value of Company stock is determined
                                    based on the number of shares owned
                                    multiplied by the price of Company stock at
                                    the close of business on the last day in
                                    September that participants

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                                    are allowed to trade under the Company's
                                    Policy on Insider Trading.

                  In order for this bonus to be paid the annual target as
                  defined in Appendix II must be achieved.

6.       PAYMENT OF BONUSES

         Funded bonus will be payable not later than sixty days after the end of
         the period in which the bonus was earned provided that the results for
         the period have been issued to the public.

7.       TERMINATION OF EMPLOYMENT

         If a Participant's employment by the Company is terminated, the
         participant's entitlement to payment under this Plan shall be as
         determined under the terms of the Company's Severance Pay Plan, as
         amended to and in effect as of the date of termination.

8.       BENEFICIARY DESIGNATIONS

         8.1      If a Participant's employment with the Company is terminated
                  by his death or if he dies after termination of his employment
                  but prior to the distribution to him of all amounts payable to
                  him under the Plan, any amounts otherwise payable to him
                  hereunder shall be distributed to his designated beneficiary
                  or beneficiaries. For the purposes of this plan a
                  Participant's beneficiary will be the beneficiary designated
                  under Company provided life insurance coverage. However, a
                  Participant may from time to time revoke or change any
                  beneficiary designation on file with the Company.

                  If there is no effective beneficiary designation on file with
                  the Company at the time of a Participant's death, distribution
                  of amounts otherwise payable to the deceased Participant under
                  this Plan shall be made to the Participant's estate. If a
                  beneficiary designated by the Participant to receive his
                  benefits shall survive the Participant but die before
                  receiving all distributions hereunder, the balance thereof
                  shall be paid to such deceased beneficiary's estate, unless
                  the deceased beneficiary designation provides otherwise.

         8.2      The Company shall deduct from the distributions to be made to
                  a Participant or his designated beneficiary or beneficiaries
                  under this Plan any federal, state or local withholding or
                  other taxes or charges which the Company is from time to time
                  required to deduct under applicable law and all amounts
                  distributable under this Plan are stated herein before any
                  such deductions. The Company may rely on a written opinion
                  from its legal counsel regarding any questions which may arise
                  in connection with any such deductions.

9.       RIGHTS, PRIVILEGES AND DUTIES OF PARTICIPATION

         9.1      No participant or other person shall have any interest in any
                  fund or in any specific asset or assets of the Company and its
                  Subsidiaries by reason of being a Participant under this Plan
                  nor any right to receive any distributions under the Plan
                  except as and to the extent expressly provided in the Plan.

         9.2      The Company shall have the right, but shall be under no
                  obligation, to segregate cash to fund bonuses payable under
                  the Plan. However, any such segregated amounts shall at all
                  times remain Company assets, subject to the claims of its
                  creditors.

         9.3      Each Participant shall be entitled to receive a current copy
                  of the Plan upon his designation as a Participant if a written
                  request for a copy of the Plan is provided to the Chief
                  Executive Officer or the Chairman of the Board. Thereafter, as
                  long as he remains a Participant, he shall be entitled to
                  receive copies of any amendments to the Plan within sixty (60)
                  days after their adoption.

         9.4      The designation of any employee as a Participant under this
                  Plan shall not be construed as conferring upon such employee
                  any right to remain in the

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                  employ of the Company and each such Participant shall remain
                  an employee at will. The right of the Company to discipline or
                  discharge an employee shall not be affected in any manner by
                  reason of such employee's designation as a Participant under
                  this Plan.

         9.5      To the extent permitted by law, the right of any Participant
                  or any beneficiary to receive any payment hereunder shall not
                  be subject to alienation, transfer, sale, assignment, pledge,
                  attachment, garnishment or encumbrance of any kind. Any
                  attempt to alienate, transfer, sell, assign, pledge or
                  otherwise encumber any such payment whether presently or
                  thereafter payable, shall be void. Any payment due hereunder
                  shall not in any manner be subject to any debts or liabilities
                  of any Participant or his beneficiary.