Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective November 30, 2008, Dan Barnea will no longer serve as an executive officer of BMC Software, Inc. (the "Company").

The Company recently announced that effective November 1, 2008, Dev Ittycheria will serve as President of the Company's Enterprise Service Management business unit. In connection with this appointment, on October 25, 2008 the Board of Directors, upon the recommendation of the Compensation Committee, approved a base salary increase to $500,000 and target bonus increase to 150% of base salary for Mr. Ittycheria. The Board also authorized the Compensation Committee to award Mr. Ittycheria 85,000 time-based restricted stock units, 35,000 performance-based restricted stock units and 100,000 stock options.

Effective November 1, 2008, Jim Grant will serve as the Company's Senior Vice President, Strategy and Corporate Development. On October 25, 2008, upon the recommendation of the Compensation Committee, the Board approved an amendment to the Executive Employment Agreement with Mr. Grant (the "Agreement") to provide the following:
(i) the change in responsibilities from Senior Vice President and General Manager, ESM to Senior Vice President, Strategy and Corporate Development is an event which constitutes "Good Reason" as defined in Section 6.3(b) of the Agreement; and
(ii) extend the time period that Mr. Grant may voluntarily resign his employment with the Company for Good Reason from 60 days after the occurrence of an event that constitutes Good Reason to April 1, 2010 in this instance.

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