President Employment Agreement

Exhibit 10.29

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is effective as of May 1, 2006 (" Effective Date" ), between BEA Systems, Inc., a Delaware corporation (the " Company" ), and Thomas M. Ashburn (" Employee" ).

R E C I T A L S

A. Employee is an employee of the Company. B. Company desires to obtain the continued services of Employee, on its own behalf and on behalf of all existing and future Affiliated Companies (defined to mean any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Employee desires to secure continued employment from the Company upon the following terms and conditions set forth in this Agreement.

C. Company and Employee wish to enter into an employment relationship with a written Employment Agreement intended to supersede all other written and oral representations regarding Employee' s employment with Company.

A G R E E M E N T

ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS: 1. Position, Period of Employment .

(a) Term . Under this Agreement, the Company shall employ Employee for a period of one year following the Effective Date, unless Executive' s employment is terminated sooner in accordance with Section 3 below. (b) Position . As of the Effective Date of this Agreement, Employee shall be employed by Company to render services to Company in the position of President, Worldwide Field Operations (or in such other position(s) as the Company shall designate). Employee shall devote his full time and attention and his best efforts to the performance of the duties customarily incident to such position and/or to such other duties as may be assigned to Employee by the Company. Employee shall abide by the rules, regulations, and practices of the Company, as adopted or modified from time to time in the sole discretion of the Company. (c) Other Activities . Except upon the prior written consent of the Company, Employee, during his employment with the Company, will not (i) accept any other employment; (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for


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pecuniary advantage) that is or may be competitive with, or that might place him in a competing position to that of the Company or any Affiliated Company, as determined in the discretion of the Company; or (iii) engage in any work or business activity of any kind outside those of the Company. (d) Proprietary Information Agreement; Arbitration Agreement . The Proprietary Information and Inventions Agreement and Arbitration Agreement dated and executed by the Employee January 18, 2002 shall continue in effect during the term of this Agreement and , . Employee' s obligations under both such agreements shall survive any termination of this Agreement or of Employee' s employment.

2. Compensation, Benefits, Expenses .

(a) Compensation . In consideration of the services to be rendered hereunder, Employee shall be paid an annualized base salary of Five Hundred Thousand Dollars ($ 500,000) (" Annual Salary" ), payable at the times and pursuant to the procedures regularly established, and as they may be amended, by the Company.

(b) Bonus . Employee shall be eligible to participate in the Company' s executive bonus plan at an annualized rate of 75% of Annual Salary (" Bonus" ) for an annual On-Target-Earnings (Annual Salary plus target Bonus) of $875,000. The actual amount of any Bonus paid to Employee shall be based on a split between the Company' s Corporate Bonus Plan (as defined in the FY' 07 Corporate Bonus Plan) Document and the Company' s FY' 07 Field Plan. Employee' s right to receive any such bonus shall be subject to the terms of any Company bonus plan for which he may become a participant and the terms determined by the Company thereof designating him as a participant or granting him a bonus thereunder. (c) Equity . Employee shall be granted (a) 150,000 restricted stock units of Company stock (" RSU" ) that vest at the end of the 1 year period , such vesting contingent on Employee' s continual, active employment and having no leaves of absence during such 12 months, and (b) 75,000 performance- stock options for Company stock (" Options" ) at fair market value on the date of grant that vest on April 30, 2007, provided that the Company' s FY' 07 Field Plan target of $585.1 million in license bookings is met or exceeded . This target must be met independent of any additional company acquisitions or changes in the FY07 Operating Plan.

(d) Vacation and Benefits . Employee shall be entitled to vacation in accordance with the Company' s vacation policies for similarly situated employees, as such policies may be amended from time to time. As he becomes eligible therefor, the Company shall provide Employee with the right to participate in and to receive benefits from all present and future life, accident, disability, medical, pension, and savings plans and all similar benefits made available generally to similarly situated employees of the Company, except that Employee shall not be entitled to any leaves of absence (defined as a hospitalization or absence due to illness/injury for five or more days) other than as permitted by the Company' s CEO. ...