Delaware
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74-2126120
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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))
1. Mr. Robert E. Beauchamp's annual base salary was increased from $950,000 to $980,000 and his annual target bonus, as a percentage of base salary, was increased from 150% to 160%. Mr. Stephen B. Solcher's annual base salary was increased from $475,000 to $550,000; Mr. William D. Miller's annual base salary was increased from $450,000 to $490,000; and Ms. Hollie S. Castro's annual base salary was increased from $400,000 to $430,000.
2. The performance measures were established for fiscal 2012 for the Company's Short-Term Incentive Compensation Plan. Except for Mr. Beauchamp as noted above, the 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 17, 2010. For fiscal 2012, for Messrs. Beauchamp and Solcher and Ms. Castro, 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 Mr. Miller, 20% of his 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 our mainframe service management ("MSM") business unit achieves quarterly bookings targets and 40% will be based on whether and the extent to which our MSM business unit achieves quarterly non-GAAP operating margin targets. The actual bonus payments under such awards may be less 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.
BMC Software, Inc.
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Date: April 29, 2011
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By:
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/s/ Christopher C. Chaffin
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Christopher C. Chaffin
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Vice President, Deputy General Counsel & Assistant Secretary
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