PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENTPerformance-Based Restricted Stock Award Agreement • June 12th, 2006 • BMC Software Inc • Services-prepackaged software • Texas
BMC Software, Inc., a Delaware corporation (the “Company”), hereby grants to the Recipient this Performance-Based Restricted Stock Award (this “Award”) effective as of the Grant Date pursuant to the terms of this Performance-Based Restricted Stock Award Agreement (this “Agreement”). The Award and this Agreement are subject to all of the terms and conditions of this Performance-Based Restricted Stock Award and the BMC Software, Inc. 1994 Employee Incentive Plan (as amended and restated effective as of August 25, 1997), as amended (the “Plan”), a copy of which is attached hereto. Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings specified in the Plan. The terms and conditions of the Plan are incorporated herein by this reference and govern except to the extent that this Agreement provides otherwise.
