0001193125-07-261612 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 10th, 2007 • Bea Systems Inc • Services-prepackaged software • Delaware

AGREEMENT, dated as of the 14th day of November 2007 (this “Agreement”), by and between BEA Systems, Inc., a Delaware corporation (the “Company”), and Andrew Dahlkemper (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 10th, 2007 • Bea Systems Inc • Services-prepackaged software • California

THIS EMPLOYMENT AGREEMENT is effective as of May 1, 2007 (“Effective Date”), between BEA Systems, Inc., a Delaware corporation (the “Company”), and Thomas M. Ashburn (“Employee”).

WAIVER NO. 5
Waiver • December 10th, 2007 • Bea Systems Inc • Services-prepackaged software • New York

THIS WAIVER NO. 5 (this “Waiver”) is being executed and delivered as of October 9, 2007, by and among BEA Systems, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, National Association, as administrative agent (the “Administrative Agent”) under the hereinafter identified and defined Credit Agreement, and certain of the lenders party to said Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

ACKNOWLEDGEMENT AGREEMENT
Acknowledgement Agreement • December 10th, 2007 • Bea Systems Inc • Services-prepackaged software

This Acknowledgement Agreement (“Agreement”) is entered into by and between Alfred Chuang and BEA Systems, Inc., a Delaware corporation (“BEA”) (collectively, “Parties”):

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 10th, 2007 • Bea Systems Inc • Services-prepackaged software • California

THIS FIRST AMENDMENT to the Employment Agreement dated May 1, 2007 between BEA Systems, Inc., a Delaware corporation (the “Company”), and Thomas M. Ashburn (“Employee”) (the “Agreement”) is effective as of November 1, 2007 (the “First Amendment Effective Date”) (the “First Amendment”).

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