EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this Agreement) is made as of November 19, 2008 (the
Effective Date), by and between BMC Software, Inc., a Delaware corporation (the Employer), and
James W. Grant, Jr. (the Executive). The Employer and the Executive are each a party and are
together parties to this Agreement.
The Employer and the Executive previously entered into that certain employment agreement dated
February 1, 2007 (the Prior Employment Agreement). The Employer and the Executive now desire to
amend and restate the Prior Employment Agreement to reflect necessary changes for the Agreement to
comply with Code Section 409A and to make certain other changes.
In consideration of the employment compensation to be paid to the Executive and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties,
intending to be legally bound, agree as follows:
For the purposes of this Agreement, the following terms have the meanings specified or
referred to in this Section 1.
Affiliate means a person or entity that directly or indirectly controls, is controlled by,
or is under common control with, the Employer.
Agreement refers to this Executive Employment Agreement, including all Exhibits attached
hereto, as amended from time to time.
Base Salary as defined in Section 3.1.
Benefits as defined in Section 3.2.
Board of Directors refers to the board of directors of the Employer.
Cause as defined in Section 6.3(a).
Change of Control means the occurrence of one or more of the following events:
(a) the acquisition, directly or indirectly, by any person or related group of persons
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 of
the Exchange Act) of securities possessing at least fifty percent (50%) of the total
combined voting power of the Employers outstanding securities;
(b) a change in the composition of the Board of Directors such that a majority of the
Board members ceases by reason of one or more contested elections for Board membership to be
comprised of individuals who either (i) are Board members as of the Effective Date (the
Incumbent Directors) or (ii) after the Effective Date, are elected or nominated for
election as Board members by at least a majority of the Incumbent Directors who are still in
office at the time such election or nomination is approved by the Board (such individuals
will also be considered Incumbent Directors upon election to the Board), but excluding for
purposes of clauses (i) and (ii) any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest (within the meaning of Rule
14a-11 of the Exchange Act) with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board of Directors;
(c) a merger, consolidation, or similar corporate transaction in which the Employers
shareholders immediately prior to the transaction do not own more than sixty percent (60%)
of the voting stock of the surviving corporation in the transaction;
(d) shareholder approval of the Employers liquidation, dissolution, or sale of
substantially all of its assets; or
(e) if Executives primary employment duties are with a subsidiary, division or
business unit of the Employer, the sale, merger, contribution, transfer or any other
transaction in conjunction with which the Employers ownership interest in the subsidiary,
division or business unit decreases below a majority interest.
Confidential Information means any and all:
(a) trade secrets (as defined herein) concerning the business and affairs of the
Employer, product specifications, data, know-how, formulae, compositions, processes,