8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 19, 2006

BMC SOFTWARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State of Incorporation) 001-16393
(Commission File Number) 74-2126120
(I.R.S. Employer
Identification Number)

2101 CITYWEST BLVD.
HOUSTON, TEXAS (Address of principal executive offices)	77042-2827 (Zip Code)

Registrant’s telephone number, including area code: (713) 918-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 204.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement.

On April 19, 2006, the Board of Directors of BMC Software, Inc. (the “Company”) approved an amendment to the Executive Employment Agreement of Dan Barnea to provide the following:

(i)	New title and responsibilities as the Company’s Senior Vice President of Strategy and Corporate Development;
(ii)	New base salary of $375,000 and target bonus of 125% of base salary;
(iii)	the change in responsibilities from SVP of R&D to SVP of Strategy and Corporate Development and the reduction of base salary set forth above are events which constitute “Good Reason” as defined in Section 6.3(b) of the Agreement;
(iv)	extend the time period that Mr. Barnea may voluntarily resign his employment with the Company for Good Reason from 60 days after the occurrence of an event that constitutes Good Reason to two years after the occurrence of the change in duties and salary described in these resolutions,
(v)	the CEO may further extend such time period without Board approval; and
(vi)	the severance provisions of the Agreement shall be amended such that Mr. Barnea would be entitled, in the case of a voluntary termination for Good Reason based on the changes described in these resolutions, to a payment equal to two times his former base salary of $425,000 plus two times his former incentive target amount of 125% (for a total severance payment of $1,912,500).

ITEM 9.01. Financial Statements and Exhibits

10.7(g) Amendment No. 6 to Executive Employment Agreement between BMC Software, Inc. and Dan Barnea.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 24, 2006

BMC SOFTWARE, INC.
By:	/s/ CHRISTOPHER C. CHAFFIN
	Christopher C. Chaffin
	Senior Legal Counsel & Assistant Secretary

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INDEX TO EXHIBITS

Exhibit
Number			Description
	10.7	(g)	Amendment No. 6 to Executive Employment Agreement between BMC Software, Inc. and Dan Barnea.

EX-10.7(G)

Exhibit 10.7(g)

Amendment No. 6
to
Executive Employment Agreement

     This Amendment No. 6 to the Executive Employment Agreement dated as of April 1, 2000 (the “Agreement”) between BMC Software, Inc. (the “Employer”) and the undersigned executive (the “Executive”) is entered into as of this 19th day of April, 2006 (the “Effective Date”).

     For and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the Employer and the Executive hereby agree that the Agreement shall be amended as follows, effective as of the Effective Date:

1.	Section 2.3 is amended to provide that Mr. Barnea’s title shall be Senior Vice President of Strategy and Corporate Development;
2.	Section 3.1(a) is amended to provide that Mr. Barnea’s base salary shall be $375,000;
3.	Section 3.1(d) is amended to provide that Mr. Barnea’s target cash bonus amount is 125% of his base salary, subject to the annual incentive plan adopted by the Company’s Compensation Committee;
4.	The Company hereby (i) acknowledges that the change in responsibilities from Senior Vice President of R&D to Senior Vice President of Strategy and Corporate Development and the reduction of base salary set forth above are events which constitute “Good Reason” as defined in Section 6.3(b) of the Agreement, and (ii) extends the time period that Mr. Barnea may voluntarily resign his employment with the Company for Good Reason from 60 days after the occurrence of an event that constitutes Good Reason to two years after the occurrence of the change in duties and salary described in these resolutions (two years from April 19, 2006); and
5.	In the case of a termination of employment by Mr. Barnea for Good Reason pursuant to the events described in this Amendment No. 6, Mr. Barnea would be entitled pursuant to Section 6.4, as amended, of the Agreement to a payment equal to two times his former base salary of $425,000 plus two times his former incentive target amount of 125% (for a total severance payment of $1,912,500). Any such severance payment shall be reduced by the amount of severance paid to Mr. Barnea under Israeli Severance Pay Law (or any similar law applicable to Mr. Barnea) under the laws of Israel), in effect at the time of such severance.
6.	This Amendment No. 6 (a) shall supersede any prior agreement between the Employer and the Executive relating to the subject matter of this Amendment No. 6 and (b) shall be binding upon and inure to the benefit of the parties hereto and any successors to the Employer and all persons lawfully claiming under the Executive.

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7. Except as expressly modified by this Amendment No. 6, the terms of the Agreement shall remain in full force and effect and are hereby confirmed and ratified.

     IN WITNESS WHEREOF, the Employer and the Executive have executed this Amendment No. 6 as of the day and year first above written.

EXECUTIVE	EMPLOYER
	BMC SOFTWARE, INC.
/s/ DAN BARNEA	By:	/s/ MIKE VESCUSO
Dan Barnea	Mike Vescuso, SVP — Administration

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