Exhibit
10.6 
	 






	 	







		October
1, 2003  
	 






		Matthew
Thompson 
[address intentionally omitted]
	 






		           RE:
Employment Offer  
	 






		Dear
Matthew:  
	 






		           On
behalf of Borland Software Corporation (“Borland”), I am pleased to extend an
offer of employment to you for the position of Senior Vice President, Worldwide Sales
reporting to the Chief Operating Officer of Borland. 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. 
	 






		           Your
annual on-target earnings will be $600,000, less applicable tax and other withholdings.
This will consist of an annual base salary of $300,000 and an annual commission
opportunity of $300,000 at 100% of quota. You will be paid every two weeks in accordance
with Borland’s standard payroll practices. Your Q4 2003 commission is guaranteed and
will be paid pro rata for the number of days worked in the quarter, based on start date.
You will also be eligible to participate in various Borland fringe benefit plans,
including Group Health Insurance, Flexible Spending Accounts, 401(k), Employee Stock
Purchase Plan, Tuition Reimbursement and the vacation program. Upon acceptance of this
offer, please complete, sign, and return this letter and the forms located in the silver
“new employee” folder you received with this letter. Please return these forms
on or before your Start Date. If you have any questions regarding the forms, please call
Celeste Tillman, Benefits Representative at [phone number intentionally omitted]. 
	 






		           Subject
to the approval of the Board of Directors of Borland, the Compensation Committee of the
Board of Directors or an Executive Option Committee acting by delegation of authority from
the Compensation Committee of the Board of Directors, you will be granted an option to
purchase 250,000 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 options 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. 
	 







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		           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 Chief Executive Officer. Notwithstanding the foregoing, if 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 your “services not required”
within twelve (12) months of such Change in Control, and contingent upon your signing of a
general release acceptable to Borland, Borland agrees that you will be entitled to a
severance payment equal to six (6) months of base salary. 
	 






		           For
purposes of this agreement, termination for “Misconduct” shall mean termination
of your employment relationship with Borland for any of the following reasons: (i) theft,
embezzlement, dishonesty, misappropriation of funds or property, or fraud against, or with
respect to the business of Borland; (ii) breach by you of any material term of this
Agreement of any other agreement between you an Borland and, if such breach is capable of
being cured, the failure by you to cure such breach within ten (10) business days of
written notice of such breach; (iii) your conviction of any crime that impairs your
performance of duties for Borland; (iv) as a result of your reckless or willful
misconduct, you commit any act that causes, or knowingly fails to take reasonable and
appropriate action to prevent, any material injury to the financial condition of business
reputation of Borland; or (v) violation of Borland company policy; or (vi) after written
notice to you, and a reasonable opportunity to correct, your failure or inability to
perform any of your assigned duties for Borland. 
	 






		           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. 
	 






		           You
understand that Borland may provide you with one or more types of equipment to help you
perform your duties for Borland, including, but not limited to, computers, cellular
telephones and wireless messaging devices. You further understand that it is your
obligation to take proper care of all such equipment during your employment, and to return
such equipment to Borland in good working order immediately upon the termination of your
employment with Borland for any reason. If  
	 







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		you
fail to return any such equipment to Borland upon the termination of your employment, you
hereby authorize Borland to deduct the cost of any unreturned equipment from your final
paycheck.    
	 







		           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 over intellectual property rights 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 Chief Executive Officer. 
	 






		           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 the close of business on October 3, 2003. If you
have any questions, please call me at [phone number intentionally omitted]. 
	 







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		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:
    10/1/03    , 2003.
	/S/ MATTHEW THOMPSON
	 



		
	 
		Matthew Thompson
	 







		           My
anticipated start date is     10/13/03    .  
	 







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






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