X0206 3 2013-04-11 0 0001313911 Rally Software Development Corp RALY 0001573545 Mesikapp Kenneth M C/O RALLY SOFTWARE DEVELOPMENT CORP. 3333 WALNUT STREET BOULDER CO 80301 0 1 0 0 CAO, VP & Asst Sec Common Stock 7000 D Stock Option (right to buy) 5.48 2021-07-31 Common Stock 9000 D Stock Option (right to buy) 8.83 2022-05-29 Common Stock 8000 D Grant to the Reporting Person of a stock option under the Issuer's Amended and Restated 2002 Stock Option Plan (the "Plan"). 25% of the option vested on 6/13/12; the remaining 75% vests in equal monthly installments over the next 36 months, provided, if the Reporting Person is terminated without cause or resigns for good reason (as defined in the stock option agreement) at any time at which the change in control provisions of the Issuer's Change in Control Severance Plan (the "Severance Plan") are not applicable, then, in each case, the vesting of the options will be accelerated with respect to the number of shares that would otherwise have vested in the 12 months following termination of employment. Additionally, if the Reporting Person suffers an involuntary termination without cause or a resignation for good reason in connection with a change in control of the Issuer (as defined in the Severance Plan), the unvested shares subject to the option will vest in full. Grant to the Reporting Person of a stock option under the Plan. 1/48th of the shares subject to the option vest each month after 6/30/12, provided, if the Reporting Person is terminated without cause or resigns for good reason (as defined in the stock option agreement) at any time at which the change in control provisions of the Severance Plan are not applicable, then, in each case, the vesting of the options will be accelerated with respect to the number of shares that would otherwise have vested in the 12 months following termination of employment. Additionally, if the Reporting Person suffers an involuntary termination without cause or a resignation for good reason in connection with a change in control of the Issuer (as defined in the Severance Plan), the unvested shares subject to the option will vest in full. /s/Kenneth M. Mesikapp 2013-04-11