Exhibit
10.1B
Second Amendment to the BMC Software, Inc. 1994 Employee
Incentive Plan
THIS AMENDMENT is made on this 28th of April 2009, by BMC Software,
Inc., a corporation duly organized and existing under the laws of
the State of Delaware (the “Company”).
WITNESSETH:
WHEREAS, the Company maintains the BMC Software, Inc. 1994 Employee
Incentive Plan (the “Plan”), which was last amended and
restated effective August 23, 2005; and
WHEREAS, the Company desires to amend the Plan to allow the Company
to grant restricted stock units pursuant to the Plan.
NOW, THEREFORE, effective as of the date first written above, the
Plan is hereby amended as follows:
1. By inserting the phrase
“Restricted Stock Unit Awards,” immediately after the
phrase “Restricted Stock Awards,” in the third sentence
of Paragraph I.
2. By deleting Paragraph II(a)
in its entirety and substituting therefor the following:
“(a)
‘Award’ means, individually or collectively, any
Option, Restricted Stock Award, or Restricted Stock Unit
Award.”
3. By adding the following new
Paragraphs II(q-1), (q-2), and (q-3):
“(q-1) ‘Restricted Stock
Units’ refers to the rights described in Paragraph
VIII-A.
(q-2) ‘Restricted
Stock Unit Agreement’ means a written agreement between
the Company and a Holder with respect to a Restricted Stock
Award.
(q-3) ‘Restricted
Stock Unit Award’ means an Award of Restricted Stock
Units granted under Paragraph VIII-A.”
4. By deleting the phrase
“Option or Restricted Stock” from the first sentence of
Paragraph IV(b).
5. By adding the phrase “,
Restricted Stock Unit Awards,” after the phrase “Grant
of Options” in the heading to Paragraph V.
6. By adding the following new
Paragraph VIII-A:
“VIII-A. RESTRICTED STOCK UNIT AWARDS
(a) Restricted Stock
Units. A Restricted Stock Unit
Award entitles the Holder to receive payment of an amount equal to
all or a portion of the Fair Market Value of a specified number of
shares of Common Stock upon the lapse of any Forfeiture
Restrictions (as defined in Paragraph VIII(a) above) imposed on the
Restricted Stock Units that are the subject of the Restricted Stock
Unit Award. The Forfeiture Restrictions shall be determined by the
Committee in its sole discretion at the time of grant. Each
Restricted Stock Unit Award may have different Forfeiture
Restrictions, in the discret
