Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Following the publication by the Internal Revenue Service of final
regulations under Section 409A of the Internal Revenue Code (the "Final
Regulations") BMC Software, Inc. (the "Company") undertook a review of its
compensation plans and arrangements to ensure compliance with the Final
Regulations. Following this review, the Company entered into new executive
employment agreements with its executive officers, including its named executive
officers - Robert Beauchamp, Steve Solcher and Jim Grant (the "NEOs"). Copies of
the Company's executive employment agreements with each of the NEOs are filed as
exhibits to this current report.
The new agreements amend and restate the pre-existing executive employment
agreements to comply with the Final Regulations, to clarify certain definitions,
to provide, in certain circumstances, for reimbursement by the Company of
certain excise taxes, if applicable, and to make certain other minor revisions.
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