Amendment to Employment Agreement Dale L. Fuller




		Exhibit
10.3 
	 






AMENDMENT 
TO
EMPLOYMENT AGREEMENT 





		           This
Amendment Agreement is entered into this   First   day of   July  , 2003 by and between
Borland Software Corporation, a Delaware corporation (the “Company”), and Dale
L. Fuller (the “Executive”). 
	 






		           WHEREAS,
 the Company and the Executive have entered into a formal employment agreement dated
as of January 1, 2001 (the “Employment Agreement”). 
	 






		           WHEREAS,
the terms of the Employment Agreement provide for incentive compensation to the
Executive in the form of a monthly bonus payment equal to a percentage of his annual base
salary and tied to the attainment of performance objectives. 
	 






		           WHEREAS,
the Compensation Committee of the Company’s Board of Directors has recently
increased the Executive’s annual base salary by a substantial amount and implemented
a new incentive compensation plan pursuant to which the Executive’s incentive
compensation is to be determined each year pursuant to a formal process involving the
establishment of his target bonus for the year and the specification of the performance
objectives which the Company must attain for that year in order for that incentive
compensation to be paid. 
	 






		           WHEREAS,
the Company and the Executive deems it advisable to amend the terms of the Employment
Agreement in order to reflect the impact which those recent changes to the
Executive’s compensation will have upon his bonus entitlement and severance benefits
under the terms of the Employment Agreement. 
	 






		           NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants set
forth herein, the Company and the Executive, intending to be legally bound hereby, hereby
agree as follows: 
	 






		           1.       Section
3(a) of the Agreement is hereby amended in its entirety to read as follows: 	






		                      “(a)      
        Annual Salary: Effective as of July 1, 2003 and continuing during the remainder
of the Term, the Company shall pay the Executive an Annual Salary at a rate of no less
than $1,200,000.00 per annum, in accordance with the Company policy applicable to senior
executives. The Executive’s Annual Salary shall be reviewed from time to time by the
Compensation Committee of the Board and may be increased (but not thereafter decreased)
in its sole discretion (the Annual Salary in effect from time to time being referred to
herein as the “Annual Salary”).”	






		           2.       Section
3(b) of the Employment Agreement is hereby amended in its entirety to read as follows:	






		                      “(b)      Bonus.
Effective with the Company’s 2003 fiscal year and continuing during the remainder of
the Term, the incentive compensation to which the Executive shall be entitled each year
will be determined solely and exclusively pursuant to the terms of the Company’s
Incentive Compensation Plan for Chief Executive Officer (the “ICP”), and the
Executive shall not be entitled to any other bonus or incentive compensation payments
pursuant to the terms of this Agreement.”	






		           3.       Section
4 of the Employment Agreement is hereby amended in its entirety to read as follows:	






		                      “4.      Benefits
Upon Termination by Company: If the Executive’s employment with the Company is
terminated by the Company for Cause, the Executive shall only be entitled to receive any
earned but unpaid Annual Salary or unreimbursed expenses through the date of termination,
and no other payments or benefits shall be made or provided to the Executive or his
estate hereunder. If the Executive’s employment is terminated by the Company for any
reason other than for Cause, then, in lieu of any other payments or benefits hereunder,
the Executive shall receive (i) any earned but unpaid Annual Salary or unreimbursed
expenses through the date of termination and (ii) subject to Section 6 hereof, a cash
lump sum equal to the Annual Salary then in effect for him (such amount shall be
calculated without regard to any reduction to Annual Salary made in breach of this
Agreement). Subject to Section 6, amounts payable pursuant to this Section 4 shall be
paid to the Executive, or his estate, as the case may be, within five business days after
the date the Executive’s employment with the Company is terminated. Notwithstanding
anything in this Agreement to the contrary, any amounts payable hereunder in the event of
(i) the Executive’s death shall be reduced (but not below zero) by the proceeds of
any Company paid life insurance received by or on behalf of the Executive’s spouse,
issue, estate or any beneficiary designated by the Executive and in the event of (ii) the
Executive’s disability shall be reduced (but not below zero) by the annualized
amount payable to the Executive pursuant to the Company’s long-term disability
program then in effect.”	






		           4.       Section
5 of the Employment Agreement is hereby amended in its entirety to read as follows:	






		                      “5.      Benefits
Upon Termination by Executive: If the Executive’s employment with the Company is
terminated by the Executive other than by reason of a Constructive Termination, the
Executive shall only be entitled to receive any earned but unpaid Annual Salary or
unreimbursed expenses through the date of termination, and no other payments or benefits
shall be made or provided to the Executive hereunder. If the Executive’s employment
with the Company is terminated by the Executive by reason of a Constructive Termination,
then in lieu of any other payments or benefits hereunder, the Executive shall receive (i)
any earned but unpaid Annual Salary or unreimbursed expenses through the date of
termination and (ii) subject to Section 6 hereof, a cash lump sum equal to the Annual
Salary then in effect for him (such amount shall be calculated without regard to any
reduction to Annual Salary made in breach of this Agreement). Subject to Section 6,
amounts payable pursuant to this Section 5 shall be paid to the Executive within five
business days after the date the Executive terminates his employment with the Company.”	






		           5.       Section
18 of the Employment Agreement is hereby amended in its entirety to read as follows:	






		                      “18.      Entire
Agreement: This Agreement, together with the ICP, constitutes the entire agreement
with respect to Executive’s employment relationship with the Company and merges and
supersedes all prior agreements with respect to the Executive’s employment
relationship with the Company, with the exception of (i) the agreement described in
Section 8, (ii) any agreements (including the provisions of Section 3(c) of the Prior
Agreement) between the Executive and the Company pursuant to which the Executive has been
granted stock options and other equity-based awards and (iii) any agreements entered into
simultaneously with this Agreement.”	






		           6.       Executive
freely consents to the changes to the Employment Agreement and his compensation and
benefits thereunder effected by this Amendment Agreement and hereby agrees that such
changes shall not constitute grounds for a Constructive Termination of his employment for
purposes of such Employment Agreement. Accordingly, no benefits shall accrue to Executive
under Section 5 of the Employment Agreement by reason of this Amendment Agreement.	






		           7.       Except
as modified by this Amendment Agreement, all the terms and provisions of the Employment
Agreement shall remain in full force and effect.	






		           IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
indicated. 
	 











	 	BORLAND SOFTWARE CORPORATION


	 
	 	By:   /S/ KENNETH R. HAHN	 
	 	
	 
	 	Title:   CHIEF FINANCIAL OFFICER	 
	 	
	 



	 	EXECUTIVE

	 
	 	   /S/ DALE L. FULLER	 
	 	
	 
	 	           Dale L. Fuller