PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

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.

By accepting this Performance-Based Restricted Stock Unit Award, Recipient agrees to the terms and conditions set forth herein (the “Terms and Conditions”) and acknowledges receipt of a copy of the Plan. Recipient represents that Recipient has read and understands the terms of the Plan and this Performance-Based Restricted Stock Unit Award, and accepts this Performance-Based Restricted Stock Unit Award subject to all such terms and conditions, including any further amendments to the Plan. Recipient also acknowledges that he or she should consult a tax advisor regarding the tax aspects of this Award. Recipient is further hereby advised that he or she may not rely on the Company for any opinion or advice as to the personal tax implications of this Award. IF RECIPIENT DOES NOT ACCEPT THIS AWARD, HE OR SHE MUST NOTIFY HUMAN RESOURCES, ATTENTION MICHAEL JONES, IN WRITING WITHIN 30 DAYS OF THE GRANT DATE.

IN WITNESS WHEREOF, this Agreement has been executed by the Company and Recipient to be effective as of the Grant Date specified above.

BMC SOFTWARE, INC. RECIPIENT

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PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

TERMS AND CONDITIONS

1.  Award . Pursuant to the Plan, the Shares shall be issued, as hereinafter provided, in Recipient’s name, upon the lapsing of the Forfeiture Restrictions on the Restricted Stock Units.

2.  Definitions . For purposes of this Agreement, the terms “Cause,” “Change of Control” and “Good Reason” shall have the meanings assigned to such terms in the Employment Agreement (as defined below) or Change of Control Agreement (as defined below), as applicable to Recipient, and the following terms shall have the meanings indicated below:

(a) “Change of Control Termination” shall mean a termination of Recipient’s employment with the Company within the 12-month period beginning on the date upon which a Change of Control occurs, which termination of employment is by the Company without Cause or by Recipient within 60 days of an event that constitutes Good Reason.

(b) “Change of Control Agreement” shall mean the Change of Control Agreement, if any, between the Company and Recipient.

(c) “Employment Agreement” shall mean the Employment Agreement, if any, between the Company and Recipient, as the same may be amended from time to time.

(d) “Forfeiture Restrictions” shall mean the restrictions to which the Restricted Shares are subject as described in Section 3(a) hereof.

(e) “Invention and Nondisclosure Agreement” shall mean the Invention and Nondisclosure Agreement, if any, between the Company and Recipient, as the same may be amended from time to time.

3.  Forfeiture Restrictions on Restricted Stock Units . The following restrictions apply to the Restricted Stock Units:

(a) Forfeiture Restrictions . The Restricted Stock Units shall not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, except for transfer by will or the laws of descent and distribution, and except as provided in Subsection (b) below, in the event Recipient’s employment with the Company shall terminate for any reason, Recipient shall, for no consideration, forfeit to the Company all Restricted Stock Units to the extent then subject to the Forfeiture Restrictions. The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Restricted Stock Units.

(b) Lapse of Forfeiture Restrictions . With respect to each Performance Period (as defined in Annex B), the Forfeiture Restrictions shall lapse as to the Restricted Stock Units in accordance with the performance-based vesting schedule set forth on Annex B (the “Vesting Schedule”), provided that Recipient has been continuously employed by the Company (or one of its affiliates) from the Grant Date through the date the Committee certifies the results for such Performance Period (the “Certification Date”). The Committee shall determine the Company’s actual performance and shall certify such results as soon as reasonably practicable following the completion of each Performance Period. To the extent that the Vesting Schedule provides for partial attainment against a performance target and such performance is achieved, then the Forfeiture Restrictions shall lapse as to the corresponding number of Restricted Stock Units set forth on the Vesting Schedule. To the extent that a performance target is not achieved, the corresponding number of Restricted Stock Units as set forth on the Vesting Schedule shall be forfeited to the Company.

Further, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Units then subject to the Forfeiture Restrictions on the date Recipient incurs a Change of Control Termination.

(a) Adjustment for Dividends . If the Company declares a dividend (other than a stock dividend) payable to shareholders of common stock of the Company that is payable to shareholders of record after the Grant Date and before the date Shares are issued hereunder, this award will reflect, and represent the future right to receive, subject to the restrictions herein, an amount equal to such dividend per share payable per share of common stock (a “Dividend Equivalent Right”). The Dividend Equivalent Rights will be subject to the same restrictions and Forfeiture Restrictions of this Agreement to which the Restricted Stock Units to which they relate are subject.

(b) Adjustments for Changes in Capitalization . The number and kind of Restricted Stock Units shall be adjusted for changes in capitalization and other events as provided in Section 5.2 of the Plan.

5.  Issuance of Stock and Payment of Dividend Equivalent Rights . As soon as practicable after each Certification Date on which the Forfeiture Restrictions lapse but not later than sixty (60) days thereafter, the Company will issue in the Recipient’s name one Share for each Restricted Stock Unit as to which the Forfeiture Restrictions lapsed on such Certification Date and deposit such Shares via electronic share transfer (DWAC) in an account in the name of Recipient at a broker of the Company’s choosing and will pay Recipient a cash amount equal to the amount of the Dividend Equivalent Right multiplied by the number of Restricted Stock Units as to which the Forfeiture Restrictions lapsed on such Certification Date. The Restricted Stock Units attributable to Shares that have been issued and the related Dividend Equivalent Rights that have been paid will be considered fully satisfied and will cease to be outstanding under this Agreement.

6. Rights Provided.

(a) Book Entry and Certificates . Recipient shall have no rights of a shareholder of the Company with respect to any Shares to be issued pursuant to a Restricted Stock Unit until such shares are deposited in the account of Recipient pursuant to Section 5 hereof.

(b) Corporate Acts . The existence of the Restricted Stock Units shall not affect in any way the right or power of the Board or the shareholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

7.  Tax Matters . RECIPIENT UNDERSTANDS THAT THE ISSUANCE OF THE SHARES AND PAYMENT OF THE DIVIDEND EQUIVALENT RIGHTS UPON A LAPSE OF THE FORFEITURE RESTRICTIONS, AND THE SALE OF SUCH COMMON STOCK, MAY HAVE TAX IMPLICATIONS FOR RECIPIENT. RECIPIENT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR. RECIPIENT ACKNOWLEDGES THAT HE OR SHE IS NOT RELYING ON THE COMPANY FOR ANY TAX, FINANCIAL OR LEGAL ADVICE. IT IS SPECIFICALLY UNDERSTOOD BY THE RECIPIENT THAT NO REPRESENTATIONS ARE MADE AS TO ANY PARTICULAR TAX TREATMENT WITH RESPECT TO THIS AWARD. To the extent that the issuance of the Shares and the Dividend Equivalent Rights upon the lapse of any Forfeiture Restrictions results in compensation income to Recipient for federal, state or foreign income tax purposes, the Company may withhold the number of whole Shares having a market value (based on the closing price of the Company’s common stock on the date as of which the tax liability is determined) equal to any tax required to be withheld by reason of such compensation income. The Company is also authorized to withhold from Recipient’s payroll check or require Recipient to remit any additional funds to make up the difference between the required tax withholding amount and the value of the whole Shares calculated in the preceding sentence, or require payment of such amount from Recipient, such that the Company does not have to withhold a fractional Share for tax withholding purposes.

8.  Status of Stock . The Shares issued under this Agreement will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state or foreign securities laws.

9.  Obligations upon Termination of Employment . In connection with Recipient’s employment by the Company and its Affiliates, the Company or an Affiliate shall provide Recipient with access to the confidential information of the Company and its Affiliates, or shall provide Recipient the opportunity to develop business goodwill inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Invention and Non-Disclosure Agreement, to maintain the confidentiality of the Company’s and its Affiliates’ information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company’s and its Affiliates’ goodwill and business opportunities. As part of the consideration for the Restricted Stock Units, to protect the Company’s and its Affiliates’ confidential information, the business goodwill of the Company and its Affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company a