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):  04/27/2010

BMC Software, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-16393

Delaware	74-2126120
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

2101 CityWest Blvd.

Houston, TX 77042-2827

(Address of principal executive offices, including zip code)

713-918-8800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

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

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

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

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

The employment agreements with the named executive officers (Robert E. Beauchamp, Stephen B. Solcher, James W. Grant, Jr., John D. McMahon and William D. Miller) and certain other executive officers (D. Stephen Goddard, Jr. and T. Cory Bleuer) of BMC Software, Inc. (the "Company") had provisions which provided that the Company would compensate or "gross up" the officer for the Internal Revenue Code Section 4999 ("IRS 4999") excise tax and any additional taxes on the gross-up payment. On April 27, 2010, the Company entered into amendments with each such named executive officer and each of our executive officers who had such a provision in his employment agreement to eliminate any entitlement to such gross-up payments and replace such provision with a "best results" provision. The "best results" provision eliminates the "gross up" and provides that the amount of severance payable is subject to reduction to the extent that such payments would be subject to the excise tax provisions of IRC 4999 and such re duction would put the recipient in a more favorable after-tax provision than if the full severance payment were made. The text of the amendments for the named executive officers and other executive officers are filed as exhibits to this Form 8-K.

On April 27, 2010, the Compensation Committee and Board of Directors, in connection with the annual review of executive compensation, established and determined the following executive compensation matters related to the Company's named executive officers:

1. Mr. John McMahon's annual base salary was increased from $400,000 to $500,000 and his annual target bonus, as a percentage of base salary, was reduced from 150% to 100%, resulting in no net change to his total target cash compensation as an aggregate of base salary and target bonus.

2. The performance measures were established for fiscal 2011 for the Company's Short-Term Incentive Compensation Plan. Except for Mr. M cMahon as noted above, the 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 24, 2009. For fiscal 2011, for Messrs. Beauchamp, Solcher and Grant, 60% of their annual incentive will be based on whether and the extent to which the Company achieves quarterly total bookings targets and 40% will be based on whether and the extent to which the Company achieves quarterly non-GAAP operating margin targets. For Messrs. McMahon and Miller, 20% of their annual incentive will be based on whether and the extent to which the Company achieves quarterly total bookings targets, 40% will be based on whether and the extent to which their respective business unit achieves quarterly bookings targets and 40% will be based on whether and the extent to which their respective business unit achieves quarterly non-GAAP operating margin targets. The actual bonus payments under such awards may be les s 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. Long-Term Incentive Performance Award Program ("LTIP") target award amounts for the performance period April 1, 2010 through March 31, 2013 were established for the Company's named executive officers as follows: Robert E. Beauchamp - $1,900,000; Stephen B. Solcher - $600,000; James W. Grant, Jr. - $400,000; John D. McMahon - $625,000; and William D. Miller - $562,500. Actual payouts under the LTIP depend on the Company's relative total shareholder return as compared to the return of the NASDAQ 100 index over the course of the three-year performance period.

4. The Board of Directors authorized the Compensation Committee to grant equity awards to the named executive officers in an annual amount equal to the respective dollar amount as set forth below for each named execu tive officer, with such awards to be made by the Compensation Committee during the year: Robert E. Beauchamp - $8,942,000; Stephen B. Solcher - $2,086,500; James W. Grant, Jr. - $1,650,000; John D. McMahon - $3,000,000; and William D. Miller - $2,553,600.

5. A cash bonus pool was authorized for the Company's executive officers and other eligible employees of up to an aggregate of $570,000 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.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

Exhibit Number        Exhibit Description

10.34 -        Amendment to Executive Employment Agreement between BMC Software, Inc. and Robert E. Beauchamp

10.35 -        Amendment to Executive Employment Agreement between BMC Software, Inc. and Stephen B. Solcher

10.36 -        Amendment to Executive Employment Agreement between BMC Software, Inc. and James W. Grant, Jr.

10.37 -        Amendment to Executive Employment Agreement between BMC Software, Inc. and John D. McMahon

10.38 -       &nbs p;Amendment to Executive Employment Agreement between BMC Software, Inc. and William D. Miller

10.39 -        Amendment to Executive Employment Agreement between BMC Software, Inc. and D. Stephen Goddard, Jr.

10.40 -        Amendment to Executive Employment Agreement between BMC Software, Inc. and T. Cory Bleuer

SIGNATURES

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.

		BMC Software, Inc.
Date: April 30, 2010	By:	/s/    Christopher C. Chaffin
		Christopher C. Chaffin
		Vice President, Deputy General Counsel & Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
EX-10.34	Amendment to Executive Employment Agreement between BMC Software, Inc. and Robert E. Beauchamp
EX-10.35	Amendment to Executive Employment Agreement between BMC Software, Inc. and Stephen B. Solcher
EX-10.36	Amendment to Executive Employment Agreement between BMC Software, Inc. and James W. Grant, Jr.
EX-10.37	Amendment to Executive Employment Agreement between BMC Software, Inc. and John D. McMahon
EX-10.38	Amendment to Executive Employment Agreement between BMC Software, Inc. and William D. Miller
EX-10.39	Amendment to Executive Employment Agreement between BMC Software, Inc. and D. Stephen Goddard, Jr.
EX-10.40	Amendment to Executive Employment Agreement between BMC Software, Inc. and T. Cory Bleuer

EX-10.34

Exhibit 10.34

Amendment to Executive Employment Agreement

This Amendment (the "Amendment") to Executive Employment Agreement is entered into and is effective as of April 27, 2010, by and between Robert Beauchamp, an individual (the "Executive") and BMC Software, Inc., a Delaware corporation (the "Employer"). The Employer and Executive are each a "party" and are together "parties" to this Amendment.

RECITALS

The Employer and Executive have entered into that certain Executive Employment Agreement, dated November 20, 2008 (the "Employment Agreement");

For good and valuable consideration, receipt of which is hereby acknowledged by both the Employer and Executive, the parties desire to amend the Employment Agreement as set forth below.

AMENDMENT

1. Section 6.5(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

(b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the severance benefits provided for in this Section 6.5, together with any other payments and benefits which the Executive has the right to receive from the Employer and its Affiliates (the "Aggregate Severance"), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the severance benefits provided hereunder shall be either (1) reduced (but not below zero) so that the present value of the Aggregate Severance equals the Safe Harbor Amount (as defined below) and so that no portion of the Aggregate Severance shall be subject to the Excise Tax, or (2) paid in full, whichever produces the better net after-tax position to the Executive (taking into account the Excise Tax and any other applicable taxes).

The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Employer in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with clause (1) of the first sentence of the preceding paragraph shall be made in the following order and in such a manner as to maximize the value of the Aggregate Severance paid to the Executive (i) cash severance pay that is exempt from Section 409A, (ii) any lump sum payment intended to pay for continued medical benefits under COBRA, (iii) any other cash severance pay, (iv) any other cash payable that is a severance benefit other than stock appreciation rights, (v) any stock appreciation rights, (vi) any restricted stock, and (vii) stock options. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the Aggregate Severance exceeds the Safe Harbor Amount, the Executive shall immediately repay such excess to the Employer upon notification that an overpayment has been made.

For purposes of this Section, "Safe Harbor Amount" means an amount equal to one dollar ($1.00) less than three (3) times the Executive's "base amount" for the "base period," as those terms are defined under Section 280G of the Code.

2. Sections 6.5(c), (d) and (e) of the Employment Agreement shall be deleted in their entirety.

3. The foregoing amendments to the Employment Agreement shall be effective as of the date written above. Except as modified above, the Employment Agreement remains in full force and effect and this Amendment may be amended or altered only in a writing signed by the Employer and Executive.

4. This Amendment constitutes the entire agreement between the Employer and Executive relating to the Sections of the Employment Agreement discussed above and supersedes and replaces any prior verbal or written agreements between the parties as to the subject matter of those provisions.

IN WITNESS WHEREOF, Executive and the Employer have executed this Amendment as of the date first above written.

EXECUTIVE

/s/ ROBERT BEAUCHAMP

___________________________________

Robert Beauchamp

BMC SOFTWARE, INC.

By: /s/ HOLLIE S. CASTRO

Its: SVP, Administration

EX-10.35

Exhibit 10.35

Amendment to Executive Employment Agreement

This Amendment (the "Amendment") to Executive Employment Agreement is entered into and is effective as of April 27, 2010, by and between Stephen B. Solcher, an individual (the "Executive") and BMC Software, Inc., a Delaware corporation (the "Employer"). The Employer and Executive are each a "party" and are together "parties" to this Amendment.

RECITALS

The Employer and Executive have entered into that certain Executive Employment Agreement, dated November 19, 2008 (the "Employment Agreement");

For good and valuable consideration, receipt of which is hereby acknowledged by both the Employer and Executive, the parties desire to amend the Employment Agreement as set forth below.

AMENDMENT

1. Section 6.5(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

(b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the severance benefits provided for in this Section 6.5, together with any other payments and benefits which the Executive has the right to receive from the Employer and its Affiliates (the "Aggregate Severance"), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the severance benefits provided hereunder shall be either (1) reduced (but not below zero) so that the present value of the Aggregate Severance equals the Safe Harbor Amount (as defined below) and so that no portion of the Aggregate Severance shall be subject to the Excise Tax, or (2) paid in full, whichever produces the better net after-tax position to the Executive (taking into account the Excise Tax and any other applicable taxes).

The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Employer in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with clause (1) of the first sentence of the preceding paragraph shall be made in the following order and in such a manner as to maximize the value of the Aggregate Severance paid to the Executive (i) cash severance pay that is exempt from Section 409A, (ii) any lump sum payment intended to pay for continued medical benefits under COBRA, (iii) any lump sum payment intended to pay for premiums for Executive's individual life insurance policy, (iv) any other cash severance pay, (v) any other cash payable that is a severance benefit other than stock appreciation rights, (vi) any stock appreciation rights, (vii) any restricted stock, and (viii) stock options. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the A ggregate Severance exceeds the Safe Harbor Amount, the Executive shall immediately repay such excess to the Employer upon notification that an overpayment has been made.

For purposes of this Section, "Safe Harbor Amount" means an amount equal to one dollar ($1.00) less than three (3) times the Executive's "base amount" for the "base period," as those terms are defined under Section 280G of the Code.

2. Sections 6.5(c), (d) and (e) of the Employment Agreement shall be deleted in their entirety.

3. The foregoing amendments to the Employment Agreement shall be effective as of the date written above. Except as modified above, the Employment Agreement remains in full force and effect and this Amendment may be amended or altered only in a writing signed by the Employer and Executive.

4. This Amendment constitutes the entire agreement between the Employer and Executive relating to the Sections of the Employment Agreement discussed above and supersedes and replaces any prior verbal or written agreements between the parties as to the subject matter of those provisions.

IN WITNESS WHEREOF, Executive and the Employer have executed this Amendment as of the date first above written.

EXECUTIVE

/s/ STEPHEN B. SOLCHER

___________________________________

Stephen B. Solcher

BMC SOFTWARE, INC.

By: /s/ HOLLIE S. CASTRO

Its: SVP, Administration

EX-10.36

Exhibit 10.36

Amendment to Executive Employment Agreement

This Amendment (the "Amendment") to Executive Employment Agreement is entered into and is effective as of April 27, 2010, by and between James W. Grant, Jr., an individual (the "Executive") and BMC Software, Inc., a Delaware corporation (the "Employer"). The Employer and Executive are each a "party" and are together "parties" to this Amendment.

RECITALS

The Employer and Executive have entered into that certain Executive Employment Agreement, dated November 19, 2008 (the "Employment Agreement");

For good and valuable consideration, receipt of which is hereby acknowledged by both the Employer and Executive, the parties desire to amend the Employment Agreement as set forth below.

AMENDMENT

1. Section 6.5(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

(b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the severance benefits provided for in this Section 6.5, together with any other payments and benefits which the Executive has the right to receive from the Employer and its Affiliates (the "Aggregate Severance"), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the severance benefits provided hereunder shall be either (1) reduced (but not below zero) so that the present value of the Aggregate Severance equals the Safe Harbor Amount (as defined below) and so that no portion of the Aggregate Severance shall be subject to the Excise Tax, or (2) paid in full, whichever produces the better net after-tax position to the Executive (taking into account the Excise Tax and any other applicable taxes).

The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Employer in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with clause (1) of the first sentence of the preceding paragraph shall be made in the following order and in such a manner as to maximize the value of the Aggregate Severance paid to the Executive (i) cash severance pay that is exempt from Section 409A, (ii) any lump sum payment intended to pay for continued medical benefits under COBRA, (iii) any other cash severance pay, (iv) any other cash payable that is a severance benefit other than stock appreciation rights, (v) any stock appreciation rights, (vi) any restricted stock, and (vii) stock options. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the Aggregate Severance exceeds the Safe Harbor Amount, the Executive shall immediately repay such excess to the Employer upon notification that an overpayment has been made.

For purposes of this Section, "Safe Harbor Amount" means an amount equal to one dollar ($1.00) less than three (3) times the Executive's "base amount" for the "base period," as those terms are defined under Section 280G of the Code.

2. Section 6.5(c) of the Employment Agreement shall be deleted in its entirety.

3. The foregoing amendments to the Employment Agreement shall be effective as of the date written above. Except as modified above, the Employment Agreement remains in full force and effect and this Amendment may be amended or altered only in a writing signed by the Employer and Executive.

4. This Amendment constitutes the entire agreement between the Employer and Executive relating to the Sections of the Employment Agreement discussed above and supersedes and replaces any prior verbal or written agreements between the parties as to the subject matter of those provisions.

IN WITNESS WHEREOF, Executive and the Employer have executed this Amendment as of the date first above written.

EXECUTIVE

/s/ JAMES W. GRANT, JR.

___________________________________

James W. Grant, Jr.

BMC SOFTWARE, INC.

By: /s/ HOLLIE S. CASTRO

Its: SVP, Administration

EX-10.37

Exhibit 10.37

Amendment to Executive Employment Agreement

This Amendment (the "Amendment") to Executive Employment Agreement is entered into and is effective as of April 27, 2010, by and between John McMahon, an individual (the "Executive") and BMC Software, Inc., a Delaware corporation (the "Employer"). The Employer and Executive are each a "party" and are together "parties" to this Amendment.

RECITALS

The Employer and Executive have entered into that certain Executive Employment Agreement, dated November 19, 2008 (the "Employment Agreement");

For good and valuable consideration, receipt of which is hereby acknowledged by both the Employer and Executive, the parties desire to amend the Employment Agreement as set forth below.

AMENDMENT

1. Section 6.5(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

(b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the severance benefits provided for in this Section 6.5, together with any other payments and benefits which the Executive has the right to receive from the Employer and its Affiliates (the "Aggregate Severance"), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the severance benefits provided hereunder shall be either (1) reduced (but not below zero) so that the present value of the Aggregate Severance equals the Safe Harbor Amount (as defined below) and so that no portion of the Aggregate Severance shall be subject to the Excise Tax, or (2) paid in full, whichever produces the better net after-tax position to the Executive (taking into account the Excise Tax and any other applicable taxes).

The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Employer in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with clause (1) of the first sentence of the preceding paragraph shall be made in the following order and in such a manner as to maximize the value of the Aggregate Severance paid to the Executive (i) cash severance pay that is exempt from Section 409A, (ii) any lump sum payment intended to pay for continued medical benefits under COBRA, (iii) any other cash severance pay, (iv) any other cash payable that is a severance benefit other than stock appreciation rights, (v) any stock appreciation rights, (vi) any restricted stock, and (vii) stock options. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the Aggregate Severance exceeds the Safe Harbor Amount, the Executive shall immediately repay such excess to the Employer upon notification that an overpayment has been made.

For purposes of this Section, "Safe Harbor Amount" means an amount equal to one dollar ($1.00) less than three (3) times the Executive's "base amount" for the "base period," as those terms are defined under Section 280G of the Code.

2. Section 6.5(c) of the Employment Agreement shall be deleted in its entirety.

3. The foregoing amendments to the Employment Agreement shall be effective as of the date written above. Except as modified above, the Employment Agreement remains in full force and effect and this Amendment may be amended or altered only in a writing signed by the Employer and Executive.

4. This Amendment constitutes the entire agreement between the Employer and Executive relating to the Sections of the Employment Agreement discussed above and supersedes and replaces any prior verbal or written agreements between the parties as to the subject matter of those provisions.

IN WITNESS WHEREOF, Executive and the Employer have executed this Amendment as of the date first above written.

EXECUTIVE

/s/ JOHN MCMAHON

___________________________________

John McMahon

BMC SOFTWARE, INC.

By: /s/ HOLLIE S. CASTRO

Its: SVP, Administration

EX-10.38

Exhibit 10.38

Amendment to Executive Employment Agreement

This Amendment (the "Amendment") to Executive Employment Agreement is entered into and is effective as of April 27, 2010, by and between William Miller, an individual (the "Executive") and BMC Software, Inc., a Delaware corporation (the "Employer"). The Employer and Executive are each a "party" and are together "parties" to this Amendment.

RECITALS

The Employer and Executive have entered into that certain Executive Employment Agreement, dated November 19, 2008 (the "Employment Agreement");

For good and valuable consideration, receipt of which is hereby acknowledged by both the Employer and Executive, the parties desire to amend the Employment Agreement as set forth below.

AMENDMENT

1. Section 6.5(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

(b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the severance benefits provided for in this Section 6.5, together with any other payments and benefits which the Executive has the right to receive from the Employer and its Affiliates (the "Aggregate Severance"), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the severance benefits provided hereunder shall be either (1) reduced (but not below zero) so that the present value of the Aggregate Severance equals the Safe Harbor Amount (as defined below) and so that no portion of the Aggregate Severance shall be subject to the Excise Tax, or (2) paid in full, whichever produces the better net after-tax position to the Executive (taking into account the Excise Tax and any other applicable taxes).

The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Employer in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with clause (1) of the first sentence of the preceding paragraph shall be made in the following order and in such a manner as to maximize the value of the Aggregate Severance paid to the Executive (i) cash severance pay that is exempt from Section 409A, (ii) any lump sum payment intended to pay for continued medical benefits under COBRA, (iii) any other cash severance pay, (iv) any other cash payable that is a severance benefit other than stock appreciation rights, (v) any stock appreciation rights, (vi) any restricted stock, and (vii) stock options. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the Aggregate Severance exceeds the Safe Harbor Amount, the Executive shall immediately repay such excess to the Employer upon notification that an overpayment has been made.

For purposes of this Section, "Safe Harbor Amount" means an amount equal to one dollar ($1.00) less than three (3) times the Executive's "base amount" for the "base period," as those terms are defined under Section 280G of the Code.

2. Sections 6.5(c), (d) and (e) of the Employment Agreement shall be deleted in their entirety.

3. The foregoing amendments to the Employment Agreement shall be effective as of the date written above. Except as modified above, the Employment Agreement remains in full force and effect and this Amendment may be amended or altered only in a writing signed by the Employer and Executive.

4. This Amendment constitutes the entire agreement between the Employer and Executive relating to the Sections of the Employment Agreement discussed above and supersedes and replaces any prior verbal or written agreements between the parties as to the subject matter of those provisions.

IN WITNESS WHEREOF, Executive and the Employer have executed this Amendment as of the date first above written.

EXECUTIVE

/s/ WILLIAM MILLER

___________________________________

William Miller

BMC SOFTWARE, INC.

By: /s/ HOLLIE S. CASTRO

Its: SVP, Administration

EX-10.39

Exhibit 10.39

Amendment to Executive Employment Agreement

This Amendment (the "Amendment") to Executive Employment Agreement is entered into and is effective as of April 27, 2010, by and between D. Stephen Goddard, an individual (the "Executive") and BMC Software, Inc., a Delaware corporation (the "Employer"). The Employer and Executive are each a "party" and are together "parties" to this Amendment.

RECITALS

The Employer and Executive have entered into that certain Executive Employment Agreement, dated November 1, 2008 (the "Employment Agreement");

For good and valuable consideration, receipt of which is hereby acknowledged by both the Employer and Executive, the parties desire to amend the Employment Agreement as set forth below.

AMENDMENT

1. Section 6.5(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

(b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the severance benefits provided for in this Section 6.5, together with any other payments and benefits which the Executive has the right to receive from the Employer and its Affiliates (the "Aggregate Severance"), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the severance benefits provided hereunder shall be either (1) reduced (but not below zero) so that the present value of the Aggregate Severance equals the Safe Harbor Amount (as defined below) and so that no portion of the Aggregate Severance shall be subject to the Excise Tax, or (2) paid in full, whichever produces the better net after-tax position to the Executive (taking into account the Excise Tax and any other applicable taxes).

The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Employer in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with clause (1) of the first sentence of the preceding paragraph shall be made in the following order and in such a manner as to maximize the value of the Aggregate Severance paid to the Executive (i) cash severance pay that is exempt from Section 409A, (ii) any lump sum payment intended to pay for continued medical benefits under COBRA, (iii) any lump sum payment intended to pay for premiums for Executive's individual life insurance policy, (iv) any other cash severance pay, (v) any other cash payable that is a severance benefit other than stock appreciation rights, (vi) any stock appreciation rights, (vii) any restricted stock, and (viii) stock options. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the A ggregate Severance exceeds the Safe Harbor Amount, the Executive shall immediately repay such excess to the Employer upon notification that an overpayment has been made.

For purposes of this Section, "Safe Harbor Amount" means an amount equal to one dollar ($1.00) less than three (3) times the Executive's "base amount" for the "base period," as those terms are defined under Section 280G of the Code.

2. Sections 6.5(c), (d) and (e) of the Employment Agreement shall be deleted in their entirety.

3. The foregoing amendments to the Employment Agreement shall be effective as of the date written above. Except as modified above, the Employment Agreement remains in full force and effect and this Amendment may be amended or altered only in a writing signed by the Employer and Executive.

4. This Amendment constitutes the entire agreement between the Employer and Executive relating to the Sections of the Employment Agreement discussed above and supersedes and replaces any prior verbal or written agreements between the parties as to the subject matter of those provisions.

IN WITNESS WHEREOF, Executive and the Employer have executed this Amendment as of the date first above written.

EXECUTIVE

/s/ D. STEPHEN GODDARD

___________________________________

D. Stephen Goddard

BMC SOFTWARE, INC.

By: /s/ HOLLIE S. CASTRO

Its: SVP, Administration

EX-10.40

Exhibit 10.40

Amendment to Executive Employment Agreement

This Amendment (the "Amendment") to Executive Employment Agreement is entered into and is effective as of April 27, 2010, by and between T. Cory Bleuer, an individual (the "Executive") and BMC Software, Inc., a Delaware corporation (the "Employer"). The Employer and Executive are each a "party" and are together "parties" to this Amendment.

RECITALS

The Employer and Executive have entered into that certain Executive Employment Agreement, dated November 20, 2008 (the "Employment Agreement");

For good and valuable consideration, receipt of which is hereby acknowledged by both the Employer and Executive, the parties desire to amend the Employment Agreement as set forth below.

AMENDMENT

1. Section 6.5(b) of the Employment Agreement shall be deleted in its entirety and replaced with the following:

(b) Notwithstanding anything to the contrary in this Agreement, if the Executive is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the severance benefits provided for in this Section 6.5, together with any other payments and benefits which the Executive has the right to receive from the Employer and its Affiliates (the "Aggregate Severance"), would be subject to the excise tax imposed by Section 4999 of the Code, including any interest and penalties imposed with respect to such excise tax (the "Excise Tax"), then the severance benefits provided hereunder shall be either (1) reduced (but not below zero) so that the present value of the Aggregate Severance equals the Safe Harbor Amount (as defined below) and so that no portion of the Aggregate Severance shall be subject to the Excise Tax, or (2) paid in full, whichever produces the better net after-tax position to the Executive (taking into account the Excise Tax and any other applicable taxes).

The determination as to whether any such reduction in the Aggregate Severance is necessary shall be made initially by the Employer in good faith. If applicable, the reduction of the amounts payable hereunder in accordance with clause (1) of the first sentence of the preceding paragraph shall be made in the following order and in such a manner as to maximize the value of the Aggregate Severance paid to the Executive (i) cash severance pay that is exempt from Section 409A, (ii) any lump sum payment intended to pay for continued medical benefits under COBRA, (iii) any lump sum payment intended to pay for premiums for Executive's individual life insurance policy, (iv) any other cash severance pay, (v) any other cash payable that is a severance benefit other than stock appreciation rights, (vi) any stock appreciation rights, (vii) any restricted stock, and (viii) stock options. If the Aggregate Severance is reduced in accordance with the preceding sentence and through error or otherwise the A ggregate Severance exceeds the Safe Harbor Amount, the Executive shall immediately repay such excess to the Employer upon notification that an overpayment has been made.

For purposes of this Section, "Safe Harbor Amount" means an amount equal to one dollar ($1.00) less than three (3) times the Executive's "base amount" for the "base period," as those terms are defined under Section 280G of the Code.

2. Sections 6.5(c), (d) and (e) of the Employment Agreement shall be deleted in their entirety.

3. The foregoing amendments to the Employment Agreement shall be effective as of the date written above. Except as modified above, the Employment Agreement remains in full force and effect and this Amendment may be amended or altered only in a writing signed by the Employer and Executive.

4. This Amendment constitutes the entire agreement between the Employer and Executive relating to the Sections of the Employment Agreement discussed above and supersedes and replaces any prior verbal or written agreements between the parties as to the subject matter of those provisions.

IN WITNESS WHEREOF, Executive and the Employer have executed this Amendment as of the date first above written.

EXECUTIVE

/s/ T. CORY BLEUER

___________________________________

T. Cory Bleuer

BMC SOFTWARE, INC.

By: /s/ HOLLIE S. CASTRO

Its: SVP, Administration