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                                                                    Exhibit 10.2

                  2000 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
                                       OF
                         EMBARCADERO TECHNOLOGIES, INC.

     1.  PURPOSES OF THE PLAN

         The purposes of the 2000 Nonemployee Directors Stock Option Plan of
Embarcadero Technologies, Inc., a Delaware corporation, are: (a) to encourage
Nonemployee Directors to accept or continue their association with the Company;
and (b) to increase the interest of Nonemployee Directors in the Company's
operations and increased profits through participation in the growth in value of
the Common Stock of the Company.

     2.  DEFINITIONS

         As used herein, the following definitions shall apply:

         (a)  "ADMINISTRATOR" shall mean the entity, either the Board or a
committee appointed by the Board, responsible for administering this Plan, as
provided in Section 5.

         (b)  "AFFILIATE" shall mean a parent or subsidiary corporation as
defined in the applicable provisions of the Code.

         (c)  "ANNUAL OPTION" shall have the meaning set forth in Section 6(b).

         (d)  "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.

         (e)  "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         (f)  "COMMON STOCK" shall mean the Common Stock of the Company.

         (g)  "COMPANY" shall mean Embarcadero Technologies, Inc., a Delaware
corporation.

         (h)  "DIRECTOR FEE" shall mean the cash amount, if any, a Nonemployee
Director shall be entitled to receive for serving as a director of the Company
in any fiscal year.

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         (i)  "FAIR MARKET VALUE" shall mean, as of the date in question, the
last transaction price quoted by the Nasdaq National Market System on the date
of grant; PROVIDED, HOWEVER, that if the Common Stock is not traded on such
market system or the foregoing shall otherwise be inappropriate, then the Fair
Market Value shall be determined by the Administrator in good faith at its sole
discretion and on such basis as it shall deem appropriate. Such determination
shall be conclusive and binding on all persons.

         (j)  "INITIAL OPTION" shall have the meaning set forth in Section 6(a).

         (k)  "NONEMPLOYEE DIRECTOR" shall mean any person who is a member of
the Board but is not an employee of the Company or any Parent or Subsidiary
of the Company and has not been an employee of the Company or any Parent or
Subsidiary of the Company at any time during the preceding 12 months.

         (l)  "OPTION" shall mean a stock option granted pursuant to this Plan.

         (m)  "OPTION AGREEMENT" shall mean the written agreement described in
Section 6(c) evidencing the grant of an Option to a Nonemployee Director and
containing the terms, conditions and restrictions pertaining to such Option.

         (n)  "OPTION SHARES" shall mean the Shares subject to an Option
granted under this Plan.

         (o)  "OPTIONEE" shall mean a Nonemployee Director who holds an
Option.

         (p)  "PARENT" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

         (q)  "PLAN" shall mean this 2000 Nonemployee Directors Stock Option
Plan of Embarcadero Technologies, Inc., as it may be amended from time to
time.

         (r)  "RULE 16b-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission, or any successor rule thereto.

         (s)  "SECTION" unless the context clearly indicates otherwise, shall
refer to a Section of this Plan.

         (t)  "SHARE" shall mean a share of Common Stock, as adjusted in
accordance with Section 7(a).

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         (u)  "SUBSIDIARY" shall mean a "subsidiary corporation" of the
Company, whether now or hereafter existing, within the meaning of Section
424(f) of the Code, but only for so long as it is a "subsidiary corporation".

     3.  ELIGIBLE PERSONS

         Every person who at the date of grant of an Option is a Nonemployee
Director is eligible to receive Options under this Plan.

     4.  STOCK SUBJECT TO THIS PLAN

         Subject to Section 7(a) of this Plan, the maximum aggregate number of
Shares which may be issued on exercise of Options granted pursuant to this Plan
is 200,000 Shares. The Shares covered by the portion of any grant under the
Plan which expires unexercised shall become available again for grants under the
Plan.

     5.   ADMINISTRATION

         (a)  This Plan shall be administered by the Board, or by a committee
(the "Committee") of at least two Board members to which administration of
the Plan is delegated (in either case, the "Administrator"), in accordance
with the requirements of Rule 16b-3.

         (b)  Subject to the other provisions of this Plan, the Administrator
shall have the authority, in its sole discretion: (i) to determine the Fair
Market Value of the Shares subject to Option; (ii) to interpret this Plan;
(iii) to prescribe, amend and rescind rules and regulations relating to this
Plan; (iv) to defer (with the consent of the Optionee) or accelerate the
exercise date of any Option; (v) to authorize any person to execute on behalf
of the Company any instrument evidencing the grant of an Option; and (vi) to
make all other determinations deemed necessary or advisable for the
administration of this Plan. The Administrator may delegate nondiscretionary
administrative duties to such employees of the Company as it deems proper.

         (c)  All questions of interpretation, implementation and application
of this Plan shall be determined by the Administrator. Such determination
shall be final and binding on all persons.

     6.  GRANT OF OPTIONS

         (a)  GRANT FOR INITIAL ELECTION OR APPOINTMENT TO BOARD. Subject to
the terms and conditions of this Plan, if any person who is not an officer or
employee of the Company is first elected or appointed as a member of the
Board and is otherwise


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considered a "Nonemployee Director" as defined herein, then the Company shall
grant to such Nonemployee Director on such day an Option to purchase 25,000
Shares ("Initial Option") at an exercise price equal to the Fair Market Value
of such Shares on the date of such Initial Option grant, subject to the
limitation of Section 7(i).

         (b)  GRANT FOR RE-ELECTION TO BOARD. Subject to the terms and
conditions of this Plan, on the date of the first meeting of the Board
immediately following each annual meeting of stockholders of the Company
(even if held on the same day as the meeting of stockholders) the Company
shall grant to each Nonemployee Director then in office for longer than six
months, an Option to purchase 5,000 shares (the "Annual Option") at an
exercise price equal to the Fair Market Value of such Shares.

         (c)  No Option shall be granted under this Plan after ten years from
the date of adoption of this Plan by the Board. Each Option shall be
evidenced by a written Option Agreement, in form and substance satisfactory
to the Company, executed by the Company and the Optionee. Failure by the
Company, the Nonemployee Director, or both to execute an Option Agreement
shall not invalidate the granting of an Option; however, the Option may not
be exercised until the Option Agreement has been executed by both parties.

     7.  TERMS AND CONDITIONS OF OPTIONS

         Each Option granted under this Plan shall be subject to the terms and
conditions set forth in this Section 7.

         (a)  CHANGES IN CAPITAL STRUCTURE. Subject to subsection 7(b), if
the Common Stock is changed by reason of a stock split, reverse stock split,
stock dividend, or recapitalization, or converted into or exchanged for other
securities as a result of a merger, consolidation, or reorganization,
appropriate adjustments shall be made in: (i) the number and class of shares
of Common Stock subject to this Plan and each Option outstanding under this
Plan; and (ii) the exercise price of each outstanding Option; PROVIDED,
HOWEVER, that the Company shall not be required to issue fractional shares as
a result of any such adjustment. Each such adjustment shall be subject to
approval by the Administrator in its sole discretion.

         (b)  TIME OF OPTION EXERCISE. Subject to the other provisions of
this Plan, each Option shall be for a term of ten years. Each Option shall be
exercisable over three years in equal quarterly installments. At the
discretion of the Administrator, the Company shall have a right of repurchase
of Option Shares.


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         (c)  LIMITATION ON OTHER GRANTS. The Administrator shall have no
discretion to grant Options under this Plan other than as set forth in
Sections 6(a) and 6(b).

         (d)  TRANSFER TO IMMEDIATE FAMILY MEMBERS. All or any portion of
this Option may be transferred by Optionee to (i) the spouse, children or
grandchildren of the Optionee ("Immediate Family Members"), (ii) a
partnership in which such Immediate Family Members are the only partners, or
(iii) a trust or trusts for the exclusive benefit of such Immediate Family
Members, provided that (x) there may be no consideration for such transfer
and (y) subsequent transfers of this Option shall be prohibited except those
in accordance with Section 7(e). Following transfer, this Option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. The events of termination of Section 7(g)
shall continue to be applied with respect to the original Optionee, following
which this Option shall be exercisable by the transferee only to the extent,
and for the periods specified in, Section 7(g). Neither the Company nor the
Administrator shall have any obligation to provide the transferee with notice
of termination of an Optionee.

         (e)  NONTRANSFERABILITY. This Option is not assignable or
transferable by Optionee except in accordance with Section 7(e) or by will or
by the laws of descent and distribution. During the life of Optionee, this
Option is exercisable only by the Optionee or by a transferee permitted
pursuant to Section 7(e). Any attempt to assign, pledge, transfer,
hypothecate or otherwise dispose of this Option in a manner not herein
permitted, and any levy of execution, attachment, or similar process on this
Option, shall be null and void.

         (f)  PAYMENT. Except as provided below, payment in full, in cash,
shall be made for all Option Shares purchased at the time written notice of
exercise of an Option is given to the Company, and proceeds of any payment
shall constitute general funds of the Company. Payment may also be made
pursuant to a cashless exercise/sale procedure. At the time an Option is
granted or exercised, the Administrator, in its absolute discretion, may
authorize any one or more of the following additional methods of payment: (i)
acceptance of the Optionee's full recourse promissory note for all or part of
the Option price, less any par value per share, which must be paid in cash,
payable on such terms and bearing such interest rate as determined by the
Administrator (but in no event less than the minimum interest rate specified
under the Code at which no additional interest on debt instruments of such
type would be imputed), which promissory note may be either secured or
unsecured in such manner as the Administrator shall approve (including,
without limitation, by a security interest in the Shares); (ii) delivery by
the Optionee of Common Stock already owned by the Optionee for all or part of
the Option

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price, provided the Fair Market Value of such Common Stock is equal on the
date of exercise to the Option price, or such portion thereof as the Optionee
is authorized to pay by delivery of such stock; PROVIDED, HOWEVER, that if an
Optionee has exercised any portion of any Option granted by the Company by
delivery of Common Stock, the Optionee may not, within six months following
such exercise, exercise any Option granted under this Plan by delivery of
Common Stock; and (iii) any other consideration and method of payment to the
extent permitted under the Delaware General Corporation Law.

         (g)  TERMINATION AS DIRECTOR. Unless determined otherwise by the
Administrator in its absolute discretion, to the extent not already expired
or exercised, an Option shall terminate at the earlier of: (i) the expiration
of the term of the Option; or (ii) three months after the last day served by
the Optionee as a director of the Company; PROVIDED, that an Option shall be
exercisable after the date of termination of service as a director only to
the extent exercisable on the date of termination; and PROVIDED FURTHER, that
if termination of service as a director is due to the Optionee's death or
"disability" (as determined in accordance with Section 22(e)(3) of the Code),
the Optionee, or the Optionee's personal representative (or any other person
who acquires the Option from the Optionee by will or the applicable laws of
descent and distribution), may at any time within 12 months after the
termination of service as a director (or such lesser period as is specified
in the Option Agreement but in no event after the expiration of the term of
the Option), exercise the rights to the extent they were exercisable on the
date of the termination.

         (h)  WITHHOLDING AND EMPLOYMENT TAXES. At the time of exercise of an
Option (or at such later time(s) as the Administrator may prescribe), the
Optionee shall remit to the Company in cash all applicable federal and state
withholding and employment taxes. If authorized by the Administrator in its
sole discretion, an Optionee shall be permitted to elect, by means of a form
of election to be prescribed by the Administrator, to have shares of Common
Stock which are acquired upon exercise of the Option withheld by the Company
or to tender to the Company other shares of Common Stock or other securities
of the Company owned by the Optionee on the date of determination of the
amount of tax to be withheld as a result of the exercise of such Option (the
"Tax Date") to pay the amount of withholding taxes due. Any securities so
withheld or tendered shall be valued by the Company as of the Tax Date.

         (i)  OPTION TERM. Each Option shall expire ten years after the date
of grant.


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         (j)  EXERCISE PRICE. The exercise price of any Option granted to any
person who owns, directly or by attribution under the Code currently Section
424(d), stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company or of any Affiliate (a "Ten
Percent Stockholder") shall in no event be less than 110% of the fair market
value (determined in accordance with 2(i) of the stock covered by the Option
at the time the Option is granted.

     8.  MANNER OF EXERCISE

         (a)  An Optionee wishing to exercise an Option shall give written
notice to the Company at its principal executive office, to the attention of
the officer of the Company designated by the Administrator, accompanied by
payment of the exercise price as provided in Section 7(e) and, if required,
by payment of any federal or state withholding or employment taxes required
to be withheld due to exercise of the Option. The date the Company receives
written notice of an exercise accompanied by payment of the exercise price
and any required federal or state withholding or employment taxes will be
considered as the date such Option was exercised.

         (b)  Promptly after the date an Option is exercised, the Company
shall, without stock issue or transfer taxes to the optionee or other person
entitled to exercise the Option, deliver to the Optionee or such other person
a certificate or certificates for the requisite number of shares of Common
Stock. An Optionee or transferee of an Optionee shall not have any privileges
as a stockholder with respect to any Common Stock covered by the Option until
the date of issuance of a stock certificate.

     9.  NO RIGHT TO DIRECTORSHIP

         Neither this Plan nor any Option shall confer upon any Optionee any
right with respect to continuation of the Optionee's membership on the Board
or shall interfere in any way with provisions in the Company's Certificate of
Incorporation, as amended, and Bylaws, as amended, relating to the election,
appointment, terms of office, and removal of members of the Board.

     10. LEGAL REQUIREMENTS

         The Company shall not be obligated to offer or sell any Shares upon
exercise of any Option unless the Shares are at that time effectively
registered or exempt from registration under the federal securities laws and
the offer and sale of the Shares are otherwise in compliance with all
applicable securities laws and the regulations of any stock exchange on which
the Company's securities may then be listed. The Company shall have no
obligation to register the Shares covered by this Plan under the federal


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securities laws or take any other steps as may be necessary to enable the
Shares covered by this Plan to be offered and sold under federal or other
securities laws. Upon exercising all or any portion of an Option, an Optionee
may be required to furnish representations or undertakings deemed appropriate
by the Company to enable the offer and sale of the Shares or subsequent
transfers of any interest in the Shares to comply with applicable securities
laws. Certificates evidencing Shares acquired upon exercise of Options shall
bear any legend required by, or useful for purposes of compliance with,
applicable securities laws, this Plan or the Option Agreements.

     11. AMENDMENTS TO PLAN

         The Board may amend this Plan at any time. Without the consent of an
optionee, no amendment may adversely affect outstanding Options. No amendment
shall require stockholder approval unless:

         (a)  stockholder approval is required to meet the exemptions
provided by Rule 16b-3, or any successor rule thereto or under applicable
state statutes; or

         (b)  the Board otherwise concludes that stockholder approval is
advisable.

     12. STOCKHOLDER APPROVAL; TERM

         This Plan shall become effective upon adoption by the Board of
Directors; PROVIDED, HOWEVER, that no Option shall be exercisable unless and
until written consent of holders of a majority of the outstanding shares of
capital stock of the Company, or approval by holders of a majority of shares of
capital stock of the Company present, or represented, and entitled to vote at a
validly called stockholders' meeting (or such greater number as may be required
by law or applicable governmental regulations or orders) is obtained within 12
months after adoption by the Board. This Plan shall terminate ten years after
adoption by the Board unless terminated earlier by the Board. The Board may
terminate this Plan at any time without stockholder approval. No Options shall
be granted after termination of this Plan, but termination shall not affect
rights and obligations under then-outstanding Options.

              Adopted by the Board of Directors: February 10, 2000

                 Approved by the Stockholders: February 11, 2000



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