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Sales Compensation Plan Ammendment

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Sectors: Computer Software and Services
Effective Date: January 25, 2005
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Exhibit 10.1

MatrixOne Sales Compensation Plan


Employee: Janet Heppner-Jones, Senior Vice President, Worldwide Field Operations Effective: January 3, 2005

Compensation Plan Details:

ullet Significant change in compensation and structure assumes a commitment through FY06.

ullet Annual base salary of $275,000.

ullet Annual guarantee of $50,000.

ullet Monthly car allowance of $1,000.

ullet Quarterly bonus opportunity of $20,000

As this plan is being implemented mid year and the employee' s former plan provided an annual bonus opportunity of $70,000 based on company profitability, the quarterly bonus in each of Q3 and Q4 for FY05 will be $35,000. If the quarterly goal is not achieved in one quarter, the employee may recapture th
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