EMPLOYMENT LETTER BETWEEN THE COMPANY AND DAVID DEMARIA DATED APRIL 1, 2004



 Exhibit 10.2 
  
 [LOGO APPEARS HERE] 
  
 April 1, 2004 
  
 Mr. David DeMaria 
 1115 Lennon Way 
 San Jose, CA 95134 
  
 Dear Dave: 
  
 I am very pleased to offer you the opportunity to work as an employee at-will of MatrixOne as Senior Vice President, Worldwide Marketing reporting to me.
This of course, assumes that you have been successful in completely severing your relationship with Cadence Design Systems. Your starting salary for this exempt position will be $8,847.00 bi-weekly (26 pay periods), which is equivalent to
$230,000.00 per year. Your start date will be April 12, 2004. You will be working from our Westford office. 
  
 In addition to your base salary, you will also be eligible to participate in the MatrixOne Executive Incentive Compensation Plan that is valued at
approximately $70,000.00 on an annual basis beginning July 1, 2004. Annual incentive compensation is awarded for the achievement of company and individual objectives. Additionally, MatrixOne will guarantee your variable portion of your bonus for the
first eleven (11) weeks of your first quarter which is equivalent to $15,000.00 and will be payable when the bonus payments are made in the Q1 timeframe. The full details covering this Plan will be outlined for you shortly after the start of your
employment. Eligibility to participate in this Plan will begin at the start of the new fiscal year in July, 2004. 
  
 You will also be granted 250,000 stock options in addition to the above compensation. Please note that the option grant is subject to the approval of the
Board of Directors. The options will vest quarterly and will be 100% vested at the completion of a four-year period. 
  
 MatrixOne, Inc. offers a comprehensive insurance program designed to provide protection for its employees and their families. The package includes Basic
Life, Accidental Death and Dismemberment, Medical, Dental, Vision, Short and Long Term Disability. In addition, the Company also provides a 401(K) Retirement Savings Plan and a Stock Purchase Plan, and will provide four weeks paid vacation within
your first year of employment. 
  
 Per our discussion you will
receive a Change in Control Agreement under separate cover. 
  
 As
a condition of this offer, you will be required to read and acknowledge the enclosed Employee Secrecy, Invention and Non-Compete Agreement. By signing this document you agree that your employment shall not cause you to use, distribute or in any
other way disclose confidential or proprietary information or material from your employer or any third party. It is understood by MatrixOne that you have a part-time employment arrangement with Cadence Design Systems through December, 2004.

  
 You will also be required to provide documentation to verify
your employment eligibility in the United States. Enclosed please find a list of acceptable documents you will need to have with you on your first day of employment. 
  
 MatrixOne, Inc. 
 210 Littleton Road Westford, MA 01886 Tel: 978-589-4000 Fax: 978-589-5700 
 www.matrixone.com 







 [LOGO APPEARS HERE] 
  
 Letter to David DeMaria 
 April 1, 2004 
 Page 2 
  
 Dave, it is a pleasure to welcome you to the
MatrixOne team. If in agreement with this offer, please sign the original and return it with the Employee Secrecy/Non-Compete Agreement and the Application for Employment to my assistant. Gayle Crosby. Or, if you wish, you may also fax your signed
offer letter to our confidential fax at (978) 589-5701. Please do not hesitate to contact me at (978) 589-4100 if you have any questions regarding this offer. 
  

	
	 Sincerely,

	
	 /s/ Mark F. O’Connell


	 Mark F. O’Connell
 President & Chief Executive Officer



  
 MFO:gmc 
  
 Enclosures 
  

			
	 Offer accepted by: /s/ David DeMaria    
	 	 4/1/04

	 	 	 Date