Compensation Letter Agreement between BEA Systems, Inc. and David L. Gai
BEA Systems, Inc. has provided this letter to David L. Gai outlining his compensation for fiscal year 2008. Effective May 1, 2007, Mr. Gai's annual base salary will be $450,000, with a target bonus of 75% of his base salary, resulting in on-target earnings of $787,500. He will also receive a stock option to purchase 150,000 shares and 50,000 restricted stock units, both subject to standard four-year vesting. The agreement recognizes Mr. Gai's contributions and sets out the terms for his cash and equity compensation.
Exhibit 10.11
| BEA Systems, Inc. | 2315 North First Street | |
| San Jose, California 95131 | ||
| Telephone: +1 ###-###-#### | ||
| Facsimile: +1 ###-###-#### | ||
| www.bea.com |
April 25, 2007
David Gai
2315 N. First Street
San Jose, CA 95110
| RE: | FY08 Compensation Awards |
Dear David:
I am happy to advise you that the Compensation Committee has approved the following FY08 Cash and Equity Rewards in recognition of your contributions over the last fiscal year.
Base Salary and Bonus Potential
Effective May 1, 2007, your new annual base salary will be $450,000, payable in accordance with our regular payroll cycle. This represents a 14.5% adjustment. Your target bonus will be 75% of your base salary in accordance with our FY08 Executive Staff Bonus Plan. The Plan document will be sent under separate cover. Thus, your On-Target-Earnings (OTE) will be $787,500.
Equity
The Compensation Committee also approved the granting of a Non-Qualified Stock Option to purchase 150,000 shares of Company common stock with our standard 4 year vesting for options as well as 50,000 Restricted Stock Units (RSU’s) with our standard 4 year vesting for RSUs. The option will be granted in accordance with our standard equity granting practices as soon as practicable following the Q1 FY08 earnings announcement. The RSUs will be granted in accordance with our standard equity granting practices as soon as practicable after the Company becomes current in filing its financial statements with the SEC.
David, I deeply appreciate your contributions and look forward to FY08 with optimism and excitement. Thanks for all of your hard work!
| Sincerely, |
| Alfred |
