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

On April 28, 2009, upon the recommendation of the Compensation Committee, the Board of Directors of BMC Software, Inc. (the "Company") in connection with its annual review of executive compensation approved the following executive compensation matters related to the Company's named executive officers:
1. Long-Term Incentive Performance Award Program ("LTIP") target award amounts for the performance period April 1, 2009 through March 31, 2012 were established for the Company's named executive officers as follows: Robert E. Beauchamp - $1,900,000; Stephen B. Solcher - $593,750; and James W. Grant - $450,000. Actual payouts under the LTIP depend on the Company's relative total shareholder return as compared to certain peer companies over the course of the three-year performance period.
2. The performance measures were established for fiscal 2010 for the Company's Short-Term Incentive Compensation Plan. Base salaries and target annual incentives as a percentage of base salary for the named executive officers are unchanged from those disclosed in the Company's proxy statement dated June 18, 2008. For fiscal 2010, 40% of an individual executive's annual incentive will be based on whether and the extent to which the Company achieves quarterly non-GAAP earnings per share targets, 40% will be based on whether and the extent to which certain business unit measures, which will vary by executive depending on their primary responsibilities, are achieved, and 20% will be based on whether and the extent to which the Company achieves annual cash flow from operations targets. The actual bonus payments under such awards may be less than or greater than the target amounts depending on whether and the extent to which the goals upon which such bonuses are based are achieved.
3. A cash bonus pool was authorized for the Company's executive officers and other eligible employees of up to an aggregate of $555,000 from which the Company's Chief Executive Officer, with the concurrence of the Chairman of the Compensation Committee, may award discretionary bonuses for individual performance.

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