X0206 3 2013-04-11 0 0001313911 Rally Software Development Corp RALY 0001303935 Carges Mark T C/O RALLY SOFTWARE DEVELOPMENT CORP. 3333 WALNUT STREET BOULDER CO 80301 1 0 0 0 Common Stock 558 I By The Mark Carges & Carol Timko Carges Revocable Trust uad 03/21/2009 Stock Option (right to buy) 5.93 2021-11-16 Common Stock 46120 D Series A-1 Preferred Stock Common Stock 4000 I By The Mark Carges & Carol Timko Carges Revocable Trust uad 03/21/2009 Series B Preferred Stock Common Stock 3552 I By The Mark Carges & Carol Timko Carges Revocable Trust uad 03/21/2009 Grant to the Reporting Person of a stock option under the Issuer's Amended and Restated 2002 Stock Option Plan (the "Plan"). 1/36th of the shares subject to the option vest each month after 12/17/11, provided, if the Reporting Person is terminated without cause or resigns for good reason (as defined in the stock option agreement), then, in each case, the vesting of the options will be accelerated with respect to 100% of the shares. The option expires ten years after the date of grant. Immediately convertible into shares of the Issuer's Common Stock at the Reporting Person's election. The shares will automatically convert into 4,000 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on April 1, 2013). The shares do not have an expiration date. The shares will automatically convert into 3,552 shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering. /s/Mark T. Carges 2013-04-11