BMC SOFTWARE, INC LONG-TERM INCENTIVE PERFORMANCE AWARD PROGRAM [As Amended and Restated Effective as of April 1, 2009]

Exhibit 10.11

BMC SOFTWARE, INC

LONG-TERM INCENTIVE PERFORMANCE AWARD PROGRAM

[As Amended and Restated Effective as of April 1, 2009]

I. RESTATEMENT AND PURPOSE OF PROGRAM

1.1 Restatement of Program . The Compensation Committee of the Board of Directors of BMC Software, Inc., a Delaware corporation (the “Company”), has previously adopted the BMC Software, Inc. Long-Term Incentive Performance Award Program (the “Program”) to implement in part the Performance Award provisions of the BMC Software, Inc. 2002 Employee Incentive Plan (as amended from time to time, the “2002 Employee Incentive Plan”). Subsequently, the Company adopted the BMC Software, Inc. 2007 Incentive Plan (the “Plan”). The Compensation Committee of the Company’s Board of Directors now desires to amend and restate the Program to update the terms of the Program so that the Program implements in part the Performance Award provisions of the Plan in place of the 2002 Employee Incentive Plan, effective as of April 1, 2009.

1.2 Purpose of Program . The Program is intended to provide a method for attracting, motivating, and retaining key employees to assist in the development and growth of the Company and its Affiliates. The Program and Awards hereunder shall be subject to the terms of the Plan, including the limitations on the maximum value of Awards contained therein.

II. DEFINITIONS AND CONSTRUCTION

2.1 Definitions . Capitalized terms contained in the Program, unless otherwise defined herein, shall have the meaning ascribed to them in the Plan. Where the following words and phrases are used in the Program, they shall have the respective meanings set forth below, unless the context clearly indicates to the contrary:

(a) “Award” means, with respect to each Participant for a Performance Period, such Participant’s opportunity to earn a Payment Amount for such Performance Period upon the satisfaction of the terms and conditions of the Program. Awards hereunder constitute Performance Awards (as such term is defined in the Plan) under the Plan.

(b) “Award Notice” means a written notice issued by the Company to a Participant evidencing such Participant’s receipt of an Award with respect to a Performance Period.

(c) “Base Bonus Amount” means, with respect to each Participant for a Performance Period, a target bonus amount assigned to such Participant by the Committee for such Performance Period.

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(d) “Change in Control” means the occurrence of one or more of the following events:

(1) the acquisition, directly or indirectly, by any person or related group of persons (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing at least fifty percent (50%) of the total combined voting power of the Company’s outstanding securities;

(2) a change in the composition of the Board such that a majority of the Board members ceases by reason of one or more contested elections for Board membership to be comprised of individuals who either (i) are Board members as of the Effective Date (the “Incumbent Directors”) or (ii) after the Effective Date, are elected or nominated for election as Board members by at least a majority of the Incumbent Directors who are still in office at the time such election or nomination is approved by the Board (such individuals will also be considered “Incumbent Directors” upon election to the Board), but excluding for purposes of clauses (i) and (ii) any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;

(3) a merger, consolidation, or similar corporate transaction in which the Company’s shareholders immediately prior to the transaction do not own more than sixty percent (60%) of the voting stock of the surviving corporation in the transaction;

(4) shareholder approval of the Company’s liquidation, dissolution, or sale of substantially all of its assets; or

(5) if the Participant’s primary employment duties are with a subsidiary, division, or business unit of the Company, the sale, merger, contribution, transfer or any other transaction in conjunction with which the Company’s ownership interest in the subsidiary, division, or business unit decreases below a majority interest.

(e) “Effective Date” means April 1, 2009, as to this amendment and restatement of the Program. The original effective date of the Program was April 1, 2003.

(f) “Eligible Employee” means any individual who is an employee of the Company or an Affiliate.

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(g) “Industry Group” means, with respect to each Performance Period, the companies determined in accordance with the provisions of Article V of this Program for such Performance Period.

(h) “Market Value per Share” means, with respect to each company in the Industry Group and as of any specified date, the closing sales price of such company’s common stock on that date (or, if there are no sales on that date, the last preceding date on which there was a sale) in the principal securities market in which such common stock is then traded.

(i) “Participant” means an Eligible Employee who has received an Award under the Program with respect to a Performance Period pursuant to Section 4.1.

(j) “Participation Fraction” means, with respect to each Participant for a Performance Period:

(i) subject to clause (iii) below, if the Participant has been continuously employed by the Company from the effective date of his participation in the Program with respect to such Performance Period through the last day of such Performance Period, a fraction, the numerator of which is the number of days in the period beginning on the effective date of the Participant’s participation in the Program with respect to such Performance Period and ending on the last day of such Performance Period (but excluding any days in such period during which the Participant is on a voluntary personal leave of absence), and the denominator of which is the number of days in such Performance Period;

(ii) subject to clause (iii) below, if the Participant’s employment with the Company terminates during such Performance Period by reason of death or Disability, a fraction, the numerator of which is the number of days in the period beginning on the effective date of the Participant’s participation in the Program with respect to such Performance Period and ending on the date of such Participant’s termination of employment (but excluding any days in such period during which the Participant is on a voluntary personal leave of absence), and the denominator of which is the number of days in such Performance Period; and

(iii) if a Change in Control occurs during such Performance Period and if the Participant has been continuously employed by the Company from the effective date of his participation in the Program with respect to such Performance Period through the day immediately preceding the date upon which a Change in Control occurs (or, if earlier, the date his employment with the Company terminates by reason of death or Disability), a fraction, the numerator of which is the number of days in the period beginning on the effective date of the Participant’s participation in the Program with respect to such Performance Period and ending on the day immediately preceding the date upon which a Change in Control occurs (or, if earlier, the date his employment with the Company terminates by reason of death or Disability) (but excluding any days in such period during which the Participant is on a voluntary personal leave of absence), and the denominator of which is 1095 (provided, however, that the denominator shall be 549 with respect to the 18-month Performance Period commencing on the Effective Date).

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(k) “Payment Amount” means, with respect to each Participant for a Performance Period, an amount equal to (A) such Participant’s Base Bonus Amount for such Performance Period multiplied by (B) the Payout Percentage for such Performance Period multiplied by (C) such Participant’s Participation Fraction for such Performance Period.

(l) “Payout Percentage” means, with respect to a Performance Period, a percentage determined in accordance with the following schedule based on the percentile ranking of the Company for such Performance Period when comparing the Total Shareholder Return for such Performance Period for all companies comprising the Industry Group as of the last day of such Performance Period:

Notwithstanding the above schedule, if the percentile ranking actually achieved for the Performance Period exceeds a particular threshold set forth in the left column of the above schedule for the Performance Period but is less than the next highest threshold, then the Payout Percentage for the Performance Period shall be an interpolated percentage that is between the relevant percentages set forth in the above schedule. To illustrate, if the Company ranks in the 75th percentile for a Performance Period, then the Payout Percentage would equal 137.5% for such Performance Period.

(m) “Performance Period” means

(i) with respect to a Participant who receives an initial Award under the Program pursuant to Section 4.1 there shall be two Performance Periods, with the Base Bonus Amount under the Award divided equally between the two Performance Periods. The first of such Performance Periods shall be the 18- month period commencing on the date specified by the Committee in the Award to the Participant, and the second of such Performance Periods shall be the three-year period commencing on the date specified by the Committee in the Award to the Participant; or

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(ii) with respect to a Participant who has previously received an Award under the Program pursuant to Section 4.1, the three-year period commencing on the date specified in the Award to the Participant.

(iii) Notwithstanding the foregoing, (A) no new Performance Period shall commence on or after the date upon which a Change in Control occurs, unless otherwise determined by the Committee, and (B) each Performance Period that began prior to the date of a Change in Control and which has not ended as of such date shall be deemed to have ended as of such date as provided in Section 6.3.

(m) “Program” means this BMC Software, Inc. Long-Term Incentive Performance Award Program, as amended from time to time.

(o) “Total Shareholder Return” means, with respect to each company in the Industry Group and each Performance Period, the rate of return over the Performance Period for such company from changes in the price of such company’s common stock and any dividends and other distributions paid by such company with respect to its common stock during the Performance Period, calculated by (i) assuming one share of such company’s common stock is purchased on the first day of the Performance Period at the Market Value per Share of such stock on such date, (ii) adding the aggregate number of shares, if any, of such company’s common stock that would be accumulated over the Performance Period due to stock dividends or stock splits to such initial share of stock, (iii) multiplying the number of shares calculated in clause (ii) by the Market Value per Share of such stock on the last day of the Performance Period and adding to such value the aggregate amount of all, if any, cash dividends paid on a single share of stock during the Performance Period (with the Committee adjusting as appropriate to reflect any changes in capital stock of such company (e.g. stock splits, subdivision or consolidation of shares) that occurs during the Performance Period), and (iv) determining the rate of return over the Performance Period between the Market Value per Share set forth in clause (i) and the value resulting from the computation in clause (iii).

Example 1 : Assume that Company X closes at $1 per share on the first day of the Performance Period. During the Performance Period, Company X declares two cash dividends of $.10 per share and $.05 per share. On the last day of the Performance Period, Company X closes at $2 per share. To determine the rate of return during the Performance Period, compare $2.15 ($2 + $.10 + $.05) to $1 which results in a rate of return of 115%.

Example 2 : Assume Company Y closes at $1 per share on the first day of the Performance Period. During the Performance Period, Company Y declares a two-for-one stock split and affects the stock split by issuing one new share for each outstanding share. Later during the Performance Period, Company Y declares a $.15 per share cash dividend. On the last day of the Performance Peri