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                                                                   EXHIBIT 10.6
                              AMENDED AND RESTATED
                          EXECUTIVE COMPENSATION PLAN




1.  Corporate Structure-

This Plan covers the compensation details for corporate top managers - Vice
Presidents and above, at Award Software International.  Award Software currently
is organized into three groups:  Headquarters in Mountain View, Taiwan Office in
Taipei and European Office in Munich.  This organization supports the local
business needs worldwide.  The General Managers in Taiwan and Europe have P/L
responsibilities for the regions under their management.  The top managers in
the headquarters have the responsibilities for US operating P/L, corporate
marketing, R/D, and financial management.  The overall corporate financial
performance responsibility resides with the CEO, who is assisted by senior
staff.

2.  Performance Goals-

The business plan for Award Software calls for continued profitability with a
goal of operating income based on revenue.  The revenue is planned to grow a
specified amount over 1995.  The longer term goal for Award Software is to
dominate selected business areas.  Certain nonquantitative performance goals
are also contemplated for the Company, which do not directly affect current
managers' compensation packages.




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3.  Compensation Components-

The compensation philosophy is based on the theory that job reward comes from
the feeling of accomplishment, ownership in the company and cash income.  The
compensation package for a senior manager typically consists of Base Salary,
Performance Bonus and Stock Options.  The sales bonuses (commissions) are set
as a percentage of revenue.  The performance bonuses are calculated by the
following formula:

Performance Bonus = [operating income as a percentage of target - 70%] x base
salary.

4.  Stock Option-

Employee stock option packages should be revised and approved by the
Compensation Committee from time to time.