Exhibit
10.5 
	 






	 	






		September
17, 2003  
	 






		Timothy
Stevens
[address intentionally omitted]  
	 






		           RE:
Employment Offer  
	 






		Dear
Timothy:  
	 






		           On
behalf of Borland Software Corporation (“Borland”), I am pleased to confirm our
verbal offer of employment to you for the position of Senior Vice President and General
Counsel reporting to the President & Chief Executive Officer or his designee. This
letter sets out the terms of your employment with Borland, which will start on a date to
be mutually agreed upon (“Start Date”). This offer and your Start Date are
contingent upon successful completion of references, employment verification and a
background check. 
	 






		           Subject
to the approval of the Board of Directors of Borland, Organization and the Compensation
Committee of the Board of Directors or an Executive Option Committee acting by delegation
of authority from the Board of Directors, in consideration for your service to Borland,
you will be paid a base salary of $10,000 every two weeks (which equals $260,000 per
year), less applicable taxes and other withholdings in accordance with Borland’s
standard payroll practices. You will be eligible for the Incentive Compensation Program
(ICP) specific to your position. Details of this plan will be discussed with you after
your Start Date. In addition, you will be eligible to participate in various Borland
fringe benefit plans, including: Group Health Insurance, Flexible Spending Accounts,
401(k) Savings Plan, Employee Stock Purchase Plan, Tuition Reimbursement and the vacation
program. Borland reserves the right to modify employee benefit plans and policies, as it
deems necessary. These benefits will be explained to you during your employee orientation. 
	 






		           Subject
to the approval of the Board of Directors of Borland, Organization and the Compensation
Committee of the Board of Directors or an Executive Option Committee acting by delegation
of authority from the Board of Directors, you will be granted an option to purchase
150,000 shares of Borland common stock under Borland’s Stock Option Plans at an
exercise price equal to the fair market value of that stock on your option grant date.
Your option will vest over a period of four years, and will be subject to the terms and
conditions of the related Borland Stock Option Plan and related standard form of stock
option agreement, which you will be required to sign as a condition of receiving the
option. 
	 






		           Your
employment with Borland is “at will”; it is for no specified term, and may be
terminated by you or Borland at any time, with or without cause or advance notice. Any
contrary representations that may have been made to you are superceded by this offer. This
is the full and complete agreement between you and Borland on this term. Although your job
duties, title, compensation and benefits, as well as Borland’s personnel policies and
procedures, may change from time to time, the “at will” nature of your
employment may only be changed in an express written agreement signed by you and
Borland’s Senior Vice President of Corporate Services. 
	 






		           In
the event that Borland should experience a Change in Control (as that term is defined in
the stock option agreement), and you are terminated other than for Misconduct or you are
Constructively Terminated within twelve (12) months of such Change in Control, you will
receive fifty percent (50%) accelerated vesting of your stock option grant. 
	 






		           For
purposes of this Agreement, “Misconduct” shall mean the commission of any act of
fraud, embezzlement or dishonesty by you, any unauthorized use or disclosure by you of
confidential information or trade secrets of Borland’s (or any parent or subsidiary),
or any other intentional misconduct by you adversely affecting the business or affairs of
Borland (or any parent or subsidiary) in a material manner. 
	 






		           For
purposes of this Agreement, “Constructive Termination” shall mean any one or
more of the following without your express written consent: (i) the relocation of the
principal place of your employment to a location that is more than (50) miles from each of
Scotts Valley, CA and Cupertino, CA; (ii) any failure by Borland to pay, or any material
reduction by Borland of, your base salary or benefits (unless reductions comparable in
amount and duration are concurrently made for all other employees of Borland with
responsibilities, organizational level and title comparable to yours); or (iii) in the
event that Borland determines that your services are no longer needed. 
	 






		           By
accepting employment with Borland, you represent that you will not be acting in breach of
any agreement with any of your previous employers. Borland is very impressed with the
skills and experience that you will bring to us and we hope that you will consider this
offer carefully. Should you accept this offer, I would like to remind you that it is
Borland’s policy to avoid situations where information or materials might come into
our hands that are considered proprietary by individuals or companies other than Borland.
We are interested in employing you because of your skills and abilities, not because of
any trade secrets you have learned elsewhere. It is important that you take care not to
bring, even inadvertently, any books, drawings, notes, materials, etc., except your
personal effects as you leave your current employer. Thus, you represent and warrant that
you are not acting in breach of any non-competition, employment or other agreements with
your current employer or any of your previous employers. 
	 






		           Like
all Borland employees, you will be required, as a condition to your employment with
Borland, to sign Borland’s standard Employee Confidentiality and Assignment of
Inventions Agreement, a copy of which is included with this letter. 
	 






		           As
a condition of your employment, you will be required to provide Borland with documents
establishing your identity and right to work in the United States. Those documents must be
provided to Borland within three (3) business days after your Start Date. 
	 






		           To
ensure the timely and economical resolution of disputes that arise in connection with your
employment with Borland, you and Borland agree that any and all disputes, claims
(including, but not limited to, any claims for compensation, benefits, stock or stock
options, fraud or age, sex, race, disability or other discrimination or harassment), or
causes of action arising from or relating to the enforcement, breach, performance or
interpretation of this Agreement, your employment, or the termination of your employment,
shall be resolved to the fullest extent permitted by law by final, binding and
confidential arbitration, by a single arbitrator, in Santa Clara County, California,
conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under
the applicable JAMS employment rules. By agreeing to this arbitration procedure, both you
and Borland waive the right to resolve any such dispute through a trial by jury or judge
or administrative proceeding. The arbitrator shall: (a) have the authority to compel
adequate discovery for the resolution of the dispute and to award such relief as would
otherwise be permitted by law; and (b) issue a written arbitration decision, to include
the arbitrator’s essential findings and conclusions and a statement of the award. The
arbitrator shall be authorized to award any or all remedies that you or Borland would be
entitled to seek in a court of law. Borland shall pay all JAMS’ arbitration fees in
excess of the amount of court fees that would be required if the dispute were decided in a
court of law. Nothing in this Agreement is intended to prevent either you or Borland from
obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of
any such arbitration. Notwithstanding the foregoing, you and Borland each have the right
to resolve any issue or dispute arising under your Employee Confidentiality And Assignment
of Inventions Agreement by court action instead of arbitration. 
	 






		           This
agreement and the other agreements referred to above constitute the entire agreement
between you and Borland regarding the terms and conditions of your employment, and they
supersede all prior negotiations, representations or agreements, whether oral or written,
between you and Borland. This agreement may only be modified by a document signed by you
and the Senior Vice President of Corporate Services of Borland. 
	 






		           We
look forward to working with you at Borland. Please sign and date this letter on the
spaces provided below to acknowledge your acceptance of the terms of this offer. This
offer, if not accepted, will expire at 5:30 PM Pacific Standard Time on September 18,
2003. If you have any questions, please call me at [phone number intentionally omitted]. 
	 





		Sincerely, 
	 





		Borland
Software Corporation 
	 





		By:	
/S/ DALE L. FULLER 
	 




		
	 




		Dale
L. Fuller
President and Chief Executive Officer 
	 








		           I
have read the above employment offer and accept employment with Borland on the terms and
conditions set forth in this agreement. 
	 






		           Date:
    9/18    , 2003.
	/S/ TIMOTHY STEVENS
	 



		
	 
		Timothy Stevens
	 







		           My
anticipated start date is     October 1, 2003    .  
	 







		Please
send the original signed offer letter to Borland’s Human Resources Department using
the envelope provided.