0001299933-08-002980 Sample Contracts

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • June 12th, 2008 • BMC Software Inc • Services-prepackaged software • Texas

BMC Software, Inc., a Delaware corporation (the “Company”), hereby grants to the Recipient this Restricted Stock Unit Award (this “Award”) effective as of the Grant Date pursuant to the terms of this Restricted Stock Unit Award Agreement (this “Agreement”). The Award is subject to all of the terms and conditions of this Agreement and the BMC Software, Inc. 2007 Incentive Plan (the “Plan”), a copy of which is available on the BMC intranet under Human Resources/Employee Portals. 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.

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FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance-Based Restricted Stock Unit Award Agreement • June 12th, 2008 • 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 Unit Award (this “Award”) effective as of the Grant Date pursuant to the terms of this Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”). The Award is subject to all of the terms and conditions of this Agreement and the BMC Software, Inc. 2007 Incentive Plan (the “Plan”), a copy of which is available on the BMC intranet under Human Resources/Employee Portals. 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.

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