MANAGER/KEY EMPLOYEE BONUS PLAN

EXHIBIT 10.16





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MANAGER/KEY EMPLOYEE BONUS PLAN

PLAN DESCRIPTION



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ELIGIBLE POSITIONS:

Executive Vice Presidents

Vice Presidents

Directors

Key Individual Contributors



BONUS PLAN DESCRIPTION





Bonus pool will be established based on a percentage of the base salary,

as follows, which creates the TARGET BONUS AMOUNT. The basic premise is

that the higher one is in the organization, the more their total

compensation is "at risk".



A. BONUS POOL CRITERIA



The bonus pool will be funded by BEA Systems ACTUAL CONTRIBUTION for the

quarter and year, assuming that a threshold of 80% of the operating plan

is achieved. The Pool will be funded by Contribution, up to 50% of

Contribution, and will be paid out as outlined below.



B. PAYOUT CRITERIA



1. The quarterly and annual bonus is comprised of a REVENUE and a

CONTRIBUTION component. 50% of the payout is based on BEA Systems

Contribution achievement and 50% of the payout is based upon Revenue

achievement. A threshold of 80% of the operating plan applies for

both components and must be met for a payout on either com ...