Compensation Plan Details for Sam Zawaideh dated 9/23/05.



 Exhibit 10.2 
  
 Confidential Materials omitted and filed separately with the 
 Securities and Exchange Commission. Asterisks denote such omissions. 
  
 MatrixOne, Inc. 
 FY06 Compensation
Plan 
  

			
	 Employee:
	  	Sam Zawaideh – Senior Vice President, Product Solutions and Customer Support
	Effective Date:	  	July 3, 2005

  
 Compensation Plan Details:

  
 Annual Base Salary of $218,000.

  
 Annual Target Incentive of $102,000 allocated
among 3 components: 
  

	 	(1)	$28,000 based on achieving annual revenue plan, payable quarterly up to 100% of the annual revenue plan 


	 	(2)	$28,000 based on achieving annual profit metric, payable after the close of the annual audit and the July 2006 Board meeting 


	 	(3)	$46,000 based on achieving quarterly revenue goals and maintenance and software gross margin goals 

  
 Annual On Target Earnings of $320,000. 
  
 Each of the 3 components of the annual target incentive opportunity is described in detail below.

  

	 	(1)	Annual incentive opportunity of $28,000 based on achievement of up to 100% of the total revenue (software and maintenance) goal of $[**]. 

  
 Incentives will be calculated based on achievement to goal and the applicable
commission rate documented in the table below. Incentives are payable quarterly, up to 100% of goal. Incentives for overachievement are payable after the close of the annual audit and the July 2006 Board meeting. 
  

			
	 Total Revenue Achievement to Goal

	 	 Commission Rate


	0% to 100%	 	[**]%
	Over 100%	 	[**]%

  

	 	(2)	Annual incentive opportunity of $28,000 based on achievement of the bottom line pro forma operating plan of $[**]. The payout mechanism for over achievement of the bottom line pro
forma operating plan is currently in development and subject to Compensation Committee/Board approval. 









	 	(3)	Quarterly bonus of $11,500 (total annual opportunity of $46,000) based on achievement of both the quarterly total revenue and profit metric of maintenance margins and
software margins. There is no look back for missed quarters. 

  

					
	 Quarter

	  	 Total Revenue Plan

	  	 Maintenance Gross Margin and Software Gross Margin


	  	 Software + Maintenance = Total

	  	 Maintenance Margin + Software Margin = Total


	Q1	  	$[**] + $[**] = $[**]	  	$[**] + $[**] = $[**]
	Q2	  	$[**] + $[**] = $[**]	  	$[**] + $[**] = $[**]
	Q3	  	$[**] + $[**] = $[**]	  	$[**] + $[**] = $[**]
	Q4	  	$[**] + $[**] = $[**]	  	$[**] + $[**] = $[**]
	FY06	  	$[**] + $[**] = $[**]	  	$[**] + $[**] = $[**]

  

	 	(4)	The Participant is eligible for a $20,000 bonus based on achieving $[**] in software revenue. This assumes that the maintenance revenue is equal to or greater than the total revenue
plan for maintenance of $[**]. In addition, the pro forma operating plan of $[**] must be achieved for the bonus to be paid. 

  
 Along with the details provided above, this Plan is governed by all applicable terms and conditions described in the MatrixOne Sales Compensation Plan Fiscal Year 2006.
This Plan excludes any potential impact resulting from a restating of historical financials and is subject to change based on a revised operating plan for FY06 that may be created as a result of restructuring historical financials.
The Company reserves the right, in its sole discretion, at any time, to amend, alter, or terminate this Plan. 
  
 PLAN ACKNOWLEDGMENT 
  

			
	Employee Signature:    /s/ Mike Segal	 	Date: 9/19/05
		
	Manager Signature:     /s/ Mark O”Connell	 	Date: 9/23/05
		
	Human Resources Signature:	 	 

  

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