The purpose of this Non-Employee Director Compensation Policy (this “Policy”) of Dynatrace, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below:

I.    Cash Retainers

(a)    Annual Retainer for Board Membership: $35,000 for general availability and participation in meetings and conference calls of the Board of Directors. No additional compensation for attending individual Board meetings.

(b)    Annual Retainer for Board Chairperson: $50,000

(c)    Additional Annual Retainers for Committee Membership:

II.    Equity Retainers

(a)    Value. For purposes of this Policy, “Value” means with respect to (i) any award of stock options the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under ASC 718; and (ii) any award of restricted stock and restricted stock units the product of (A) the closing market price on the New York Stock Exchange (or such other market on which the Company’s common stock is then principally listed) of one share of the Company’s common stock on the effective date of grant, or if no closing price is reported for such date, the closing price on the next immediately following date for which a closing price is reported; and (B) the aggregate number of shares pursuant to such award.

(b)    Revisions. The Compensation Committee in its discretion may change and otherwise revise the terms of awards to be granted under this Policy, including, without limitation, the number of shares subject thereto, for awards of the same or different type granted on or after the date the Compensation Committee determines to make any such change or revision.

(c)    Sale Event Acceleration. In the event of a Sale Event (as defined in the Company’s 2019 Equity Incentive Plan (the “2019 Plan”)), the equity retainer awards granted to Outside Directors pursuant to this Policy shall become 100% vested and exercisable.

(d)    Initial Grant. Upon initial election or appointment to the Board of Directors, each new Outside Director will receive an initial, one-time award of restricted stock units with a Value of $400,000 (the “Initial Grant”); provided that, if the Board deems it appropriate in light of the proximity of the Initial Grant to the anticipated date of the next Annual Meeting of Stockholders (the “Annual Meeting”), the Board of Directors may prorate such Initial Grant, and (i) 25% of the Initial Grant will become vested on the one year anniversary of such Initial Grant; and (ii) the balance of the Initial Grant will vest ratably in a series of 12 equal quarterly installments; provided, however, that all vesting ceases if the director resigns from the Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.

(e)    Annual Grant. On the date of the Annual Meeting, each Outside Director who will continue as a member of the Board of Directors following such Annual Meeting will receive a restricted stock unit award on the date of such Annual Meeting with a Value of $200,000 that vests in full on the earlier of the one-year anniversary of the grant date or the next Annual Meeting; provided that, if the Board deems it appropriate in light of the proximity of the Initial Grant to the anticipated date of the next Annual Meeting, the Board of Directors may prorate such Annual Grant; and provided, however, that all vesting ceases if the director resigns from the Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.

III.    Expenses

IV.    Maximum Annual Compensation