X0306 4 2012-11-12 0000835729 BMC SOFTWARE INC BMC 0001007549 SOLCHER STEPHEN B 2101 CITYWEST BLVD. HOUSTON TX 77042 1 Sr VP, CFO Common Stock 2012-11-12 4 A 0 19814 0 A 109403 D Performance-based Market Stock Units 2012-11-12 4 A 0 18080 0 A Common Stock 18080 18080 D Award of time-based restricted stock units under BMC Software, Inc. 2007 Employee Incentive Plan. The time-based restricted stock units shall vest based on continuous employment, 1/3 per year over three years. Each performance-based market stock unit (MSU) represents the right to receive, following vesting, up to 150% of one share of BMC common stock. The actual number of shares of BMC common stock acquired upon vesting of the performance-based MSUs can range from 0% to 150% of the number of MSUs awarded and is contingent upon the achievement of pre-established performance metrics, as approved by BMC's Compensation Committee. One half of the performance-based MSUs are subject to vesting two years after the award date, and one half are subject to vesting three years after the award date; provided, that any unvested MSUs after two years rollover and are eligible to vest after three years. Unless earlier forfeited under the terms of the performance-based MSU award agreement, each performance-based MSU converts into up to 150% of one share of BMC common stock based upon performance vesting. One half of the performance-based MSUs will vest based upon performance over a two year period ending two years after the award date, and one half of the performance-based MSUs will vest based upon performance over a three year period ending three years after the award date; provided, that any unvested MSUs after two years rollover and are eligible to vest after three years. Christopher C. Chaffin, Attorney-in-fact for Stephen Boyd Solcher 2012-11-13