Compensation Letter Agreement between BEA Systems, Inc. and Richard T. Geraffo, Jr.
BEA Systems, Inc. has outlined the compensation package for Richard T. Geraffo, Jr. for fiscal year 2008. Effective May 1, 2007, Mr. Geraffo will receive an annual base salary of $450,000 and a target bonus equal to 75% of his salary, with the potential for additional performance and retention bonuses totaling up to $250,000. He is also granted options to purchase 150,000 shares and 50,000 restricted stock units, both with standard four-year vesting. The agreement recognizes his past contributions and sets terms for his compensation and incentives for the coming year.
Exhibit 10.13
| BEA Systems, Inc. | 2315 North First Street | |
| San Jose, California 95131 | ||
| Telephone: +1 ###-###-#### | ||
| Facsimile: +1 ###-###-#### | ||
| www.bea.com |
April 25, 2007
Rich Gerrafo
2315 N. First Street
San Jose, CA 95110
RE: FY08 Compensation Awards
Dear Rich:
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 24% 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.
You will also have the opportunity to earn an additional bonus of $250,000 outside your standard variable compensation package. Half of the amount would be in the form of a performance bonus if you over achieve your license booking for the year. For over 100% achievement you would receive a bonus in the amount of $75,000, with an additional $10,000 for every additional percent over achievement, not to exceed a total of $125,000. The second half would be a retention bonus with a one year earn out equal to $125,000 to be paid 05/1/ 2008.
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.
Rich, I deeply appreciate your contributions and look forward to FY08 with optimism and excitement. Thanks for all of your hard work!
| Sincerely, |
| Alfred |
