<PAGE>

                                                                   Exhibit 10.21


--------------------------------------------------------------------------------
Grant of Stock Options                            BORLAND SOFTWARE CORPORATION
and Option Agreement                              ID: 94-2895440
                                                  100 Enterprise Way
                                                  Scotts Valley, CA 95066

--------------------------------------------------------------------------------

Dale L. Fuller                Option Number:                016822
[Address intentionally        Plan:                         97
omitted.]
                              ID:                           4168

--------------------------------------------------------------------------------

Effective 12/29/2000, you have been granted a Non-Qualified Stock Option to buy
1,000,000 shares of BORLAND SOFTWARE CORPORATION (the Company) common stock at
$5.5312 per share.

The total option price of the shares granted is $5,531,200 ($5.5312 per share).

Shares will become fully vested on a daily basis over a two year period from the
date of grant.

     Shares              Vest Type           Full Vest               Expiration
   ----------           -----------         ------------            ------------
    1,000,000              Daily             12/29/2002              12/29/2010







--------------------------------------------------------------------------------

By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's 1997 Stock Option Plan as amended and the Option Agreement and
Stock Purchase Agreement, all of which are attached and made a part of this
document.

--------------------------------------------------------------------------------

BORLAND SOFTWARE CORPORATION

 /s/  Frederick A. Ball                            Dated as of December 29, 2000
---------------------------------------------      -----------------------------
Name: Frederick A. Ball
---------------------------------------------
Title: Senior Vice President and Chief
       Financial Officer
---------------------------------------------

 /s/   Dale L. Fuller                              Dated as of December 29, 2000
---------------------------------------------      -----------------------------
Dale L. Fuller
<PAGE>



                          BORLAND SOFTWARE CORPORATION
                       NONSTATUTORY STOCK OPTION AGREEMENT

                         (100% ACCELERATION OF VESTING)

     The Company has granted to the individual (the "Optionee") named in the
Notice of Grant of Stock Options (the "Notice") to which this Nonstatutory Stock
Option Agreement is attached an option to purchase certain shares of Stock upon
the terms and conditions set forth in this Option Agreement (the "Option") and
the Notice. The Option has been granted pursuant to the Borland Software
Corporation 1997 Stock Option Plan (the "Plan"). By signing the Notice, the
Optionee represents that the Optionee is familiar with the terms and provisions
of this Option Agreement and the Stock Purchase Agreement and accepts the Option
subject to all of the terms and provisions of such agreements. The Optionee
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under this Option
Agreement.

     1.   Definitions and Construction.
          -----------------------------

          1.1  Definitions. A capitalized term not otherwise defined herein
shall have the meaning ascribed to such term in the Plan. Whenever used herein,
the following terms shall have their respective meanings set forth below:

               (a) "Constructive Termination" shall have the meaning ascribed to
such term in the Optionee's employment agreement with the Company dated December
29, 2000.

               (b) "Date of Option Grant" means the effective date of grant as
set forth in the Notice.

               (c) "Exercise Price" means the purchase price per share of Stock
as set forth in the Notice and as adjusted from time to time pursuant to Section
4.2 of the Plan.

               (d) "Number of Option Shares" means the total number of shares of
Stock subject to the Option as set forth in the Notice and as adjusted from time
to time pursuant to Section 4.2 of the Plan.

               (e) "Option Expiration Date" means the date ten (10) years after
the Date of Option Grant.

               (f) "Stock Purchase Agreement" means the stock purchase agreement
(including all Exhibits thereto) by and between the Optionee and the Company, a
form of which is annexed hereto.

               (g) "Vested Shares" means that portion of the Number of Option
Shares which have vested in accordance with the vesting schedule set forth in
the Notice. Provided that the Optionee's Service has not terminated prior to the
relevant date, the shares
<PAGE>

will become Vested Shares in substantially equal installments on a daily basis
as set forth in the Notice, with the last such installment vesting on the "Full
Vest" date set forth in the Notice.

          1.2  Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of this Option Agreement. Except when otherwise indicated by the
context, the singular shall include the plural and the plural shall include the
singular. Use of the term "or" is not intended to be exclusive, unless the
context clearly requires otherwise.

     2.   Tax Status of Option.
          --------------------

          This Option is intended to be a Nonstatutory Stock Option and shall
not be treated as an Incentive Stock Option within the meaning of Section 422(b)
of the Code.


     3.   Administration.
          --------------

          All questions of interpretation concerning this Option Agreement shall
be determined by the Board. All determinations by the Board shall be final and
binding upon all persons having an interest in the Option. Any officer of a
Participating Company shall have the authority to act on behalf of the Company
with respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter, right, obligation,
or election.

     4.   Exercise of the Option.
          ----------------------

          4.1  Right to Exercise. Except as otherwise provided herein, the
Option shall be immediately and fully exercisable prior to the termination of
the Option (as provided in Section 6) in an amount equal to the Number of Option
Shares, less the number of shares previously acquired upon exercise of the
Option. Notwithstanding the foregoing, the Option may not be exercised as to
less than ten (10) shares at any one time or, if less, the number of shares then
remaining exercisable pursuant to the Option. Subject to Section 4.2 of the
Plan, in no event shall the Option be exercisable for more shares than the
Number of Option Shares. As a condition to exercising this Option for any Number
of Option Shares that have not become Vested Shares, the Optionee shall execute
a Stock Purchase Agreement.

          4.2  Method of Exercise. Exercise of the Option shall be by written
notice to the Company which must state the election to exercise the Option, the
number of whole shares of Stock for which the Option is being exercised and such
other representations and agreements as to the Optionee's investment intent with
respect to such shares as may be required pursuant to the provisions of this
Option Agreement. The written notice must be signed by the Optionee and must be
delivered to the Chief Financial Officer of the Company, or other authorized
representative of the Participating Company Group, prior to the termination of
the Option as set forth in Section 6, accompanied by full payment of the
aggregate Exercise Price for the number of shares of Stock being purchased and
the tax withholding obligations, if any, as provided in Section 4.4. The Option
shall be deemed to be exercised upon receipt by the Company of such written
notice, the aggregate Exercise Price, and tax withholding obligations, if any.

                                       2
<PAGE>

          4.3  Payment of Exercise Price.

               (a) Forms of Consideration Authorized. Except as otherwise
provided below, payment of the aggregate Exercise Price for the number of shares
of Stock for which the Option is being exercised shall be made (i) in cash or
cash equivalent, (ii) by tender to the Company of whole shares of Stock owned by
the Optionee having a Fair Market Value (as determined by the Company without
regard to any restrictions on transferability applicable to such stock by reason
of federal or state securities laws or agreements with an underwriter for the
Company) not less than the aggregate Exercise Price, (iii) by means of a
Cashless Exercise, as defined in Section 4.3(c), or (iv) by any combination of
the foregoing.

               (b) Tender of Stock. Notwithstanding the foregoing, the Option
may not be exercised by tender to the Company of shares of Stock to the extent
such tender of Stock would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the Company's stock. The
Option may not be exercised by tender to the Company of shares of Stock unless
such shares either have been owned by the Optionee for more than six (6) months
or were not acquired, directly or indirectly, from the Company.

               (c) Cashless Exercise. A "Cashless Exercise" means the assignment
in a form acceptable to the Company of the proceeds of a sale or loan with
respect to some or all of the shares of Stock acquired upon the exercise of the
Option pursuant to a program or procedure approved by the Company (including,
without limitation, through an exercise complying with the provisions of
Regulation T as promulgated from time to time by the Board of Governors of the
Federal Reserve System). The Company reserves, at any and all times, the right,
in the Company's sole and absolute discretion, to decline to approve or
terminate any such program or procedure.

          4.4  Tax Withholding. At the time the Option is exercised, in whole or
in part, or at any time thereafter as requested by the Company, the Optionee
hereby authorizes withholding from payroll and any other amounts payable to the
Optionee, and otherwise agrees to make adequate provision for (including by
means of a Cashless Exercise to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Participating Company Group, if any, which arise in
connection with the Option, including, without limitation, obligations arising
upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in
whole or in part, of any shares acquired upon exercise of the Option, (iii) the
operation of any law or regulation providing for the imputation of interest, or
(iv) the lapsing of any restriction with respect to any shares acquired upon
exercise of the Option. The Optionee is cautioned that the Option is not
exercisable unless the tax withholding obligations of the Participating Company
Group are satisfied. Accordingly, the Optionee may not be able to exercise the
Option when desired even though the Option is vested, and the Company shall have
no obligation to issue a certificate for such shares. If the Company deducts
shares of Stock otherwise payable to the Optionee in respect of the
Participating Company Group's tax withholding obligation, the Company shall
deduct shares with an aggregate Fair Market Value not in excess of the minimum
amount of tax required to be withheld.

                                       3
<PAGE>

          4.5  Certificate Registration. Except in the event the Exercise Price
is paid by means of a Cashless Exercise, the certificate for the shares as to
which the Option is exercised shall be registered in the name of the Optionee,
or, if applicable, in the names of the heirs of the Optionee.

          4.6  Restrictions on Grant of the Option and Issuance of Shares. The
grant of the Option and the issuance of shares of Stock upon exercise of the
Option shall be subject to compliance with all applicable requirements of
federal, state or foreign law with respect to such securities. The Option may
not be exercised if the issuance of shares of Stock upon exercise would
constitute a violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock exchange or
market system upon which the Stock may then be listed. In addition, the Option
may not be exercised unless (i) a registration statement under the Securities
Act shall at the time of exercise of the Option be in effect with respect to the
shares issuable upon exercise of the Option or (ii) in the opinion of legal
counsel to the Company, the shares issuable upon exercise of the Option may be
issued in accordance with the terms of an applicable exemption from the
registration requirements of the Securities Act. THE OPTIONEE IS CAUTIONED THAT
THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED
EVEN THOUGH THE OPTION IS VESTED. Questions concerning this restriction should
be directed to the Chief Financial Officer of the Company. The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company's legal counsel to be necessary to the lawful
issuance and sale of any shares subject to the Option shall relieve the Company
of any liability in respect of the failure to issue or sell such shares as to
which such requisite authority shall not have been obtained. As a condition to
the exercise of the Option, the Company may require the Optionee to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with
any applicable law or regulation and to make any representation or warranty with
respect thereto as may be requested by the Company.

          4.7  Fractional Shares. The Company shall not be required to issue
fractional shares upon the exercise of the Option.

     5.   Nontransferability of the Option.
          ---------------------------------

          The Option may be exercised during the lifetime of the Optionee only
by the Optionee or the Optionee's guardian or legal representative and may not
be assigned or transferred in any manner except by will or by the laws of
descent and distribution. Following the death of the Optionee, the Option, to
the extent provided in Section 7, may be exercised by the Optionee's legal
representative or by any person empowered to do so under the deceased Optionee's
will or under the then applicable laws of descent and distribution.

     6.   Termination of the Option.
          --------------------------

          The Option shall terminate and may no longer be exercised on the first
to occur of (a) the Option Expiration Date, (b) the last date for exercising the
Option following

                                       4
<PAGE>

termination of the Optionee's Service as described in Section 7, or (c) a Change
in Control to the extent provided in the Plan.

     7.   Effect of Termination of Service.
          ---------------------------------

          7.1  Option Exercisability.

          (a) Disability. If the Optionee's Service with the Participating
Company Group is terminated because of the Disability of the Optionee, all
shares subject to the Option become Vested Shares, and the Option, to the extent
unexercised, may be exercised by the Optionee (or the Optionee's guardian or
legal representative) at any time prior to the expiration of twenty-four (24)
months after the date on which the Optionee's Service terminated, but in any
event no later than the Option Expiration Date.

          (b) Death. If the Optionee's Service with the Participating Company
Group is terminated because of the death of the Optionee, all shares subject to
the Option become Vested Shares, and the Option, to the extent unexercised, may
be exercised by the Optionee's legal representative or other person who acquired
the right to exercise the Option by reason of the Optionee's death at any time
prior to the expiration of twenty-four (24) months after the date on which the
Optionee's Service terminated, but in any event no later than the Option
Expiration Date. The Optionee's Service shall be deemed to have terminated on
account of death if the Optionee dies within three (3) months after the
Optionee's termination of Service.

          (c) Termination by Optionee by reason of a Constructive Termination or
Termination by Company other than for Cause. If the Optionee's Service with the
Participating Company Group is terminated by the Optionee by reason of a
Constructive Termination or by the Participating Company Group other than for
Cause, all shares subject to the Option become vested Shares, and the Option to
the extent unexercised, may be exercised by the Optionee at any time prior to
the expiration of twenty-four (24) months after the date on which the Optionee's
Service so terminated, but in any event no later than the Option Expiration
Date.

          (d) Other Termination of Service. If the Optionee's Service with the
Participating Company Group is terminated by the Participating Company Group for
Cause or is terminated by the Optionee other than by reason of a Constructive
Termination, the Option, to the extent unexercised, and to the extent that the
Option represents Vested Shares, may be exercised by the Optionee at any time
prior to the expiration of twenty-four (24) months after the date on which the
Optionee's Service so terminated, but in any event no later than the Option
Expiration Date.

          7.2  Extension if Exercise Prevented by Law. Notwithstanding the
foregoing, if the exercise of the Option within the applicable time periods set
forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option
shall remain exercisable until three (3) months after the date the Optionee is
notified by the Company that the Option is exercisable, but in any event no
later than the Option Expiration Date.

                                       5
<PAGE>

          7.3  Extension if Optionee Subject to Section 16(b). Notwithstanding
the foregoing, if a sale within the applicable time periods set forth in Section
7.1 of shares acquired upon the exercise of the Option would subject the
Optionee to suit under Section 16(b) of the Exchange Act, the Option shall
remain exercisable until the earliest to occur of (i) the tenth (10th) day
following the date on which a sale of such shares by the Optionee would no
longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day
after the Optionee's termination of Service, or (iii) the Option Expiration
Date.

     8.   Change in Control.
          ------------------

          In the event of a Change in Control, any shares subject to the Option
shall become Vested Shares as of the date ten (10) days prior to the date of the
Change in Control and may be exercised within such ten (10) day period.  Any
vesting of the Option that was permissible solely by reason of this Section 8
shall be conditioned upon the consummation of the Change in Control.  If the
Option is not exercised prior to the Change in Control, it shall be subject to
Section 9.2 of the Plan.

     9.   Rights as a Stockholder, Employee or Consultant.
          ------------------------------------------------

          The Optionee shall have no rights as a stockholder with respect to any
shares covered by the Option until the date of the issuance of a certificate for
the shares for which the Option has been exercised (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). No adjustment shall be made for dividends, distributions
or other rights for which the record date is prior to the date such certificate
is issued, except as provided in Section 4.2 of the Plan. If the Optionee is an
Employee, the Optionee understands and acknowledges that, except as otherwise
provided in a separate, written employment agreement between a Participating
Company and the Optionee, the Optionee's employment is "at will" and is for no
specified term. Nothing in this Option Agreement shall confer upon the Optionee,
whether an Employee or Consultant, any right to continue in the Service of a
Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Optionee's Service as an Employee
or Consultant, as the case may be, at any time.

     10.  Legends.
          --------

          The Company may at any time place legends referencing any applicable
federal, state or foreign securities law restrictions on all certificates
representing shares of stock subject to the provisions of this Option Agreement
and the Stock Purchase Agreement. The Optionee shall, at the request of the
Company, promptly present to the Company any and all certificates representing
shares acquired pursuant to the Option in the possession of the Optionee in
order to carry out the provisions of this Section.

     11.  Binding Effect.
          ---------------

          Subject to the restrictions on transfer set forth herein, this Option
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and assigns.

                                       6
<PAGE>

     12.  Termination or Amendment.
          -------------------------

          The Board may terminate or amend the Plan or the Option at any time;
provided, however, that except as provided in the Plan in connection with a
Change in Control, no such termination or amendment may adversely affect the
Option or any unexercised portion hereof without the consent of the Optionee
unless such termination or amendment is necessary to comply with any applicable
law or government regulation. No amendment or addition to this Option Agreement
shall be effective except by a written agreement executed by the party to be
charged with the amendment.

     13.  Notices.
          --------

          Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given (except to the extent that this Option
Agreement provides for effectiveness only upon actual receipt of such notice)
upon personal delivery or upon deposit in the United States Post Office, by
registered or certified mail, with postage and fees prepaid, addressed to the
other party at the address of such party as set forth in the Notice or at such
other address as such party may designate in writing from time to time to the
other party.

     14.  Integrated Agreement.
          ---------------------

          This Stock Option Agreement and Notice together with the Optionee's
change in control agreement and the Stock Purchase Agreement supersede all prior
agreements, arrangements and understandings between the Optionee and the
Participating Company Group, written and oral, with respect to the grant of
Options to the Optionee hereunder and these documents and the Plan constitute a
complete and exclusive statement of terms of the agreement between the Optionee
and Participating Company Group with respect to the subject matter hereof. To
the extent contemplated herein, the provisions of this Stock Option Agreement
shall survive any exercise of the Option and shall remain in full force and
effect.

     15.  Applicable Law.
          ---------------

          This Option Agreement shall be governed by the laws of the State of
California as such laws are applied to agreements between California residents
entered into and to be performed entirely within the State of California.

     16.  Dispute Resolution.
          -------------------

          In the event of any dispute or claim relating to or arising out of
Optionee's employment relationship with the Company, this agreement, or the
termination of Optionee's employment relationship with the Company for any
reason (including, but not limited to, any claims for compensation, benefits,
stock or stock options, wrongful termination, breach of contract, fraud or age,
sex, race, disability or other discrimination or harassment), Optionee and the
Company agree that all such disputes will be fully, finally and exclusively
resolved by binding arbitration conducted by the American Arbitration
Association in Santa Clara County, California under its then-applicable
employment dispute resolution rules. Optionee and the Company hereby knowingly
and willingly waive your respective rights to have such

                                       7
<PAGE>

disputes or claims tried
by a judge or jury. Provided, however, that this arbitration provision will not
apply to any claims for injunctive relief by Optionee or the Company.

                                       8
<PAGE>

                                    EXHIBIT A
                                    ---------

                            STOCK PURCHASE AGREEMENT
                                      UNDER
                          BORLAND SOFTWARE CORPORATION
                             1997 STOCK OPTION PLAN

          THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made by and between
Dale  L. Fuller ("Purchaser") and Borland Software Corporation, a Delaware
corporation (the "Company"), as of __________.

          Pursuant to the exercise of the option (the "Option") granted to
Purchaser under the Company's 1997 Stock Option Plan (the "Plan") and pursuant
to the Option Agreement dated ____________, 2001 by and between the Company and
Purchaser with respect to such grant, which Plan and Option Agreement are hereby
incorporated by reference, Purchaser has elected to purchase ________ shares,
par value $0.01 per share, of the Company's  Common Stock ("Shares"), which have
not become vested under the vesting schedule set forth in the Option Agreement
(the "Unvested Shares").

          As required by the Option Agreement, as a condition to Purchaser's
election to exercise the Option for Unvested Shares, Purchaser must execute this
Agreement, which sets forth the rights and obligations of the parties with
respect to the Unvested Shares acquired upon exercise of the Option.

          Any capitalized terms not defined herein shall have their respective
meanings set forth in the Plan and/or the Option Agreement.

1.        Repurchase Right.
          ----------------

          (a) If Purchaser's employment or service with the Company is
terminated by the Company for Cause or voluntarily terminated by the Purchaser
other than by reason of a Constructive Termination (as defined in the
Purchaser's employment agreement with the Company dated ________________, 2001),
the Company shall have the right, but not the obligation, to purchase from
Purchaser, or Purchaser's personal representative, as the case may be, any or
all of the Purchaser's Unvested Shares that have not become vested pursuant to
the Option Agreement as of the date the Purchaser's employment or service with
the Company terminates (the "Termination Date"), at the Exercise Price (the
"Repurchase Right") and otherwise in accordance with the terms set forth below.
The Company may exercise its Repurchase Right by delivering personally or by
registered mail, to Purchaser (or his transferee or legal representative, as the
case may be), within sixty (60) days of the termination, a notice in writing
indicating the Company's intention to exercise the Repurchase Right and setting
forth a date for closing not later than thirty (30) days from the mailing of
such notice.  The closing shall take place at the Company's then principal
executive offices.  At the closing, the holder of the certificates for the
Unvested Shares being transferred shall deliver the stock certificate or
certificates evidencing the Unvested Shares, and the Company shall deliver the
purchase price therefor.  At the Company's option and to

                                       9
<PAGE>

the extent permitted by applicable law, all or any portion of such purchase
price may be paid by canceling indebtedness represented by any note or notes
issued by Purchaser to the Company.

          (b) If the Company does not elect to exercise the Repurchase Right
conferred above by giving the requisite notice within sixty (60) days following
the Termination Date, the Repurchase Right shall terminate.

          (c) The Repurchase Right shall terminate in accordance with the
vesting schedule set forth in the Purchaser's Option Agreement.

2.   Transfer of the Unvested Shares upon Repurchase; Escrow.
     -------------------------------------------------------

          (a) Purchaser hereby authorizes and directs the Secretary of the
Company, or such other person designated by the Company, to take such steps as
may be necessary to cause the transfer of the Unvested Shares as to which the
Repurchase Right has been exercised from Purchaser to the Company.

          (b) To ensure the availability for delivery of Purchaser's Unvested
Shares upon repurchase by the Company pursuant to the Repurchase Right under
Section 1, Purchaser hereby appoints the Secretary of the Company, or any other
person designated by the Company as escrow agent, as its attorney-in-fact to
sell, assign and transfer unto the Company such Unvested Shares, if any,
repurchased by the Company pursuant to the Repurchase Right and shall, upon
execution of this Agreement, deliver and deposit with the Secretary of the
Company, or such other person designated by the Company, the share certificates
representing the Unvested Shares, together with the stock assignment duly
endorsed in blank, attached hereto as Exhibit A-1.  The Unvested Shares and
                                      -----------
stock assignment shall be held by the Secretary in escrow, pursuant to the Joint
Escrow Instructions of the Company and Purchaser attached as Exhibit A-2 hereto,
                                                             -----------
until the Company exercises its Repurchase Right, until such Unvested Shares are
vested, or until such time as this Agreement is no longer is in effect.  As a
further condition to the Company's obligations under this Agreement, the spouse
of the Purchaser, if any, shall execute and deliver to the Company the Consent
of Spouse attached hereto as Exhibit A-3.  Upon vesting of the Unvested Shares
                             -----------
pursuant to the vesting schedule set forth in the Option Agreement, the escrow
agent shall promptly deliver to the Purchaser the certificate or certificates
representing such Shares in the escrow agent's possession belonging to the
Purchaser, and the escrow agent shall be discharged of all further obligations
hereunder; provided that the escrow agent shall nevertheless retain such
certificate or certificates if so required pursuant to other restrictions
imposed pursuant to this Agreement or, in the event that the Restricted Shares
were purchased with a loan from the Company, until such loan or portion thereof
has been satisfied.

          (c) The Company, or its designee, shall not be liable for any act it
may do or omit to do with respect to holding the Unvested Shares or Shares in
escrow and while acting in good faith and in the exercise of its judgment.

                                       10
<PAGE>

          (d) Any purported transfer or sale of the Unvested Shares shall be
subject to restrictions on transfer imposed by any applicable state and federal
securities laws. Any transferee shall hold such Unvested Shares subject to all
the provisions hereof and shall acknowledge the same by signing a copy of this
Agreement.

3.  Ownership, Voting Rights, Duties.  This Agreement shall not affect in any
    --------------------------------
way the ownership, voting rights or other rights or duties of Purchaser, except
as specifically provided herein.

4.  Legends.  The share certificate or certificates evidencing the Unvested
    -------
Shares issued hereunder may, at the Company's option, be endorsed with the
following legend (in addition to any other legend or legends required under
applicable federal and state securities laws):

     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
     RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN
     AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON
     FILE WITH THE SECRETARY OF THE COMPANY.

5.  Adjustment for Stock Split.  All references to the number of Unvested Shares
    --------------------------
and the purchase price of the Unvested Shares in this Agreement shall be
appropriately adjusted in accordance with Section 4.2 of the Plan.

6.  Notices.  All notices and other communications under this Agreement shall be
    -------
in writing and shall be given by facsimile or first class mail, certified or
registered with return receipt requested, and shall be deemed to have been duly
given three days after mailing or 24 hours after transmission by facsimile to
the respective parties named below:

     If to Company:          Borland Software Corporation
                             100 Enterprise Way
                             Scotts Valley, CA 95066-3249
                             Facsimile:  831-431-4171
                             Attn:  Corporate Secretary
     If to the Purchaser:    Dale L. Fuller
                             [Address]
                             Facsimile:

Either party hereto may change such party's address for notices by notice duly
given pursuant hereto.

7.   Survival of Terms.  This Agreement shall apply to and bind Purchaser and
     -----------------
the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, administrators and legal successors.

8.  Section 83(b) Election.  Purchaser hereby acknowledges that he has been
    ----------------------
informed that, with respect to the exercise of the Option for Unvested Shares,
an election may be filed

                                       11
<PAGE>

by the Purchaser with the United States Internal Revenue Service, within 30 days
                                                                  --------------
of the purchase of the Unvested Shares, electing pursuant to Section 83(b) of
the Code to be taxed currently on any difference between the Option Exercise
Price and Fair Market Value of the Unvested Shares on the date of purchase. A
form of such election is attached hereto as Exhibit B-4.
                                            -----------

PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND NOT THE
COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF
PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
PURCHASER'S BEHALF.

9.   Representations.  Purchaser has reviewed with his own tax advisors the
     ---------------
Federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement.  Purchaser is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents.  Purchaser understands that he (and not the Company) shall be
responsible for any tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement.

10.  Governing Law.  This Agreement shall be governed by the internal
     -------------
substantive laws, but not the choice or conflicts of law rules, of the State of
California. The Purchaser and the Company hereby expressly consent to the
personal jurisdiction of the state and federal courts located in California for
any action or proceeding arising from or relating to this Agreement.

11.  Incorporation of Plan and Option Agreement.  The Plan and the Optionc
     ------------------------------------------
Agreement are hereby incorporated by reference and made a part hereof.

12.  Amendments. This Agreement may only be modified, amended, canceled or
     ----------
discharged in writing signed by the Purchaser and the Company's General Counsel,
the Chairman of the Company (provided Executive is not Chairman) or a member of
the Compensation Committee.

13.  Agreement Not a Contract of Employment.  Neither this Agreement nor any
     --------------------------------------
other action taken pursuant to this Agreement shall constitute or be evidence of
any agreement or understanding, express or implied, that the Purchaser has a
right to continue to provide services as an officer, director, employee,
consultant or advisor of the Company or any affiliate of the Company for any
period of time or at any specific rate of compensation.

14.  Authority of the Board.  The Board shall have full authority to interpret
     ----------------------
and construe the terms of this Agreement.  The determination of the Board as to
any such matter of interpretation or construction shall be final, binding and
conclusive.

     Purchaser represents that he has read this Agreement and is familiar with
its terms and provisions.  Purchaser hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under this Agreement.

                                       12
<PAGE>

     IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set
forth above.


PURCHASER:                                   BORLAND SOFTWARE CORPORATION

____________________________                 _______________________________
Signature                                    By
____________________________                 _______________________________
Print Name                                   Title

____________________________
Social Security Number

____________________________

____________________________
Residence Address

                                       13
<PAGE>

                                   EXHIBIT A-1
                                   -----------

                      ASSIGNMENT SEPARATE FROM CERTIFICATE
                      ------------------------------------


     FOR VALUE RECEIVED, _________________ (the "Purchaser") hereby sells,
assigns and transfers unto Borland Software Corporation, a Delaware corporation
(the "Company"), (__________) shares of Company's common stock, $0.01 par value
(the "Shares"), standing in his name on the books of said corporation
represented by Certificate No. ____ herewith and does hereby irrevocably
constitute and appoint the Secretary of the Company to transfer the said stock
on the books of the Company with full power of substitution in the premises.

     This Assignment Separate from Certificate may be used only in accordance
with the Stock Purchase Agreement (the "Agreement") of the Company and the
undersigned dated __________, ____.


Dated:_______________, ____  Signature:____________________________










INSTRUCTIONS:  Please do not fill in any blanks other than the signature line.
The purpose of this Assignment Separate from Certificate is to enable the
Company to exercise its "Repurchase Right," as set forth in the Agreement,
without requiring additional signatures on the part of the Purchaser.  This
Assignment Separate from Certificate must be delivered to the Company with the
above Certificate No. _____.

                                       14
<PAGE>

                                   EXHIBIT A-2
                                   -----------

                            JOINT ESCROW INSTRUCTIONS
                            -------------------------


                                                            __________, 2001

Borland Software Corporation
100 Enterprise Way
Scotts Valley, CA 95066-3249
Attention:  Corporate Secretary

Dear _______________:

     As Escrow Agent for both Borland Software Corporation, a Delaware
corporation (the "Company"), and Dale L. Fuller ("Purchaser") of the Company's
common stock, $0.01 par value per share (the "Shares") you are hereby authorized
and directed to hold the documents delivered to you pursuant to the terms of
that certain Stock Purchase Agreement between the Company and Purchaser, dated
_____________ (the "Agreement"), in accordance with the following instructions:

1.   In the event the Company and/or any assignee of the Company (referred to
     collectively for convenience herein as the "Company") exercises the
     Company's Repurchase Right set forth in the Agreement (the "Repurchase
     Right"), the Company shall give to Purchaser and to you a written notice
     specifying the number of Shares to be purchased, the purchase price, and
     the time for a closing hereunder at the principal office of the Company.
     Purchaser and the Company hereby irrevocably authorize and direct you to
     close the transaction contemplated by such notice in accordance with the
     terms of said notice.

2.   At the closing, you are directed (a) to date the Assignment Separate From
     Certificate necessary for the transfer in question, (b) to fill in the
     number of Shares being transferred, and (c) to deliver same, together with
     the certificate evidencing the Shares to be transferred, to the Company or
     its assignee, against the simultaneous delivery to you of the purchase
     price for the number of Shares purchased pursuant to the exercise of the
     Company's Repurchase Right.

3.   Purchaser hereby irrevocably authorizes the Company to deposit with you any
     certificates evidencing the Shares to be held by you hereunder and any
     additions and substitutions to said Shares as set forth in the Agreement.
     Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
     attorney-in-fact and agent for the term of this escrow to execute with
     respect to such Shares all documents necessary or appropriate to make such
     Shares negotiable and to complete any transaction herein contemplated,
     including but not limited to, the filing with any applicable state blue sky
     authority of any required applications for consent to, or

                                       15
<PAGE>

     notice of transfer of, the Shares. Subject to the provisions of this
     Section 3, Purchaser shall exercise all rights and privileges of a
     shareholder of the Company while the stock is being held by you.

4.   Upon written request of the Purchaser, unless the Company's Repurchase
     Right has been exercised, you will deliver to Purchaser a certificate or
     certificates representing the aggregate number of Shares that are not then
     subject to the Company's Repurchase Right.  Within 120 days after
     Purchaser's termination of employment or service with the Company, you will
     deliver to Purchaser, or Purchaser's representative, as the case may be, a
     certificate or certificates representing the aggregate number of Shares
     held or issued pursuant to the Agreement and not purchased by the Company
     or its assignees pursuant to exercise of the Company's Repurchase Right.

5.   If at the time of termination of this escrow you should have in your
     possession any documents, securities, or other property belonging to
     Purchaser, you shall deliver all of the same to Purchaser and shall be
     discharged of all further obligations hereunder.

6.   Your duties hereunder may be altered, amended, modified or revoked only by
     a writing signed by all of the parties hereto.

7.   You shall be obligated only for the performance of such duties as are
     specifically set forth herein and may rely and shall be protected in
     relying or refraining from acting on any instrument reasonably believed by
     you to be genuine and to have been signed or presented by the proper party
     or parties.  You shall not be personally liable for any act you may do or
     omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser
     while acting in good faith, and any act done or omitted by you pursuant to
     the advice of your own attorneys shall be conclusive evidence of such good
     faith.

8.   You are hereby expressly authorized to disregard any and all warnings given
     by any of the parties hereto or by any other person or corporation,
     excepting only orders or process of courts of law and are hereby expressly
     authorized to comply with and obey orders, judgments or decrees of any
     court.  In case you obey or comply with any such order, judgment or decree,
     you shall not be liable to any of the parties hereto or to any other
     person, firm or corporation by reason of such compliance, notwithstanding
     any such order, judgment or decree being subsequently reversed, modified,
     annulled, set aside, vacated or found to have been entered without
     jurisdiction.

9.   You shall not be liable in any respect on account of the identity,
     authorities or rights of the parties executing or delivering or purporting
     to execute or deliver the Agreement or any documents or papers deposited or
     called for hereunder.

10.  You shall not be liable for the outlawing of any rights under the Statute
     of Limitations with respect to these Joint Escrow Instructions or any
     documents deposited with you.

11.  You shall be entitled to employ such legal counsel and other experts as you
     may deem necessary and proper to advise you in connection with your
     obligations

                                       16
<PAGE>

     hereunder, may rely upon the advice of such counsel, and may pay such
     counsel reasonable compensation therefor.

12.  Your responsibilities as Escrow Agent hereunder shall terminate if you
     shall cease to be an officer or agent of the Company or if you shall resign
     by written notice to each party.  In the event of any such termination, the
     Company shall appoint a successor Escrow Agent.

13.  If you reasonably require other or further instruments in connection with
     these Joint Escrow Instructions or obligations in respect hereto, the
     necessary parties hereto shall join in furnishing such instruments.

14.  It is understood and agreed that should any dispute arise with respect to
     the delivery and/or ownership or right of possession of the securities held
     by you hereunder, you are authorized and directed to retain in your
     possession without liability to anyone all or any part of said securities
     until such disputes shall have been settled either by mutual written
     agreement of the parties concerned or by a final order decree or judgment
     of a court of competent jurisdiction after the time for appeal has expired
     and no appeal has been perfected, but you shall be under no duty whatsoever
     to institute or defend any such proceedings.

15.  Notices.  All notices and other communications under this Joint Escrow
     -------
     Instructions shall be in writing and shall be given by facsimile or first
     class mail, certified or registered with return receipt requested, and
     shall be deemed to have been duly given three days after mailing or 24
     hours after transmission by facsimile to the respective parties named below
     at the following addresses or at such other addresses as a party may
     designate by ten day's advance written notice to each of the other parties
     hereto:

     If to Company:        Borland Software Corporation
                           100 Enterprise Way
                           Scotts Valley, CA 95066-3249
                           Facsimile: 831-431-4171
                           Attn: Corporate Secretary

     If to the Purchaser:  Dale L. Fuller
                           [Address]__________________________
                           Facsimile:_________________________

                                       17
<PAGE>

     If to the Escrow Agent:  Borland Software Corporation
                              100 Enterprise Way
                              Scotts Valley, CA 95066-3249
                              Facsimile: 831-431-4171
                              Attn: Corporate Secretary

16.  By signing these Joint Escrow Instructions, you become a party hereto only
     for the purpose of said Joint Escrow Instructions; you do not become a
     party to the Agreement.

17.  This instrument shall be binding upon and inure to the benefit of the
     parties hereto, and their respective successors and permitted assigns.

18.  These Joint Escrow Instructions shall be governed by the internal
     substantive laws, but not the choice or conflicts of law rules, of the
     State of Delaware.


PURCHASER:                        BORLAND SOFTWARE CORPORATION


____________________________      ________________________________
Signature                         By

____________________________      ________________________________
Print Name                        Title

____________________________

____________________________
Residence Address


ESCROW AGENT

____________________________
Corporate Secretary

                                       18
<PAGE>

                                   EXHIBIT A-3
                                   -----------

                                CONSENT OF SPOUSE
                                -----------------


     I, _______________, spouse of Dale L. Fuller, have read and hereby approve
the Stock Purchase Agreement by and between Dale L. Fuller and Borland Software
Corporation (the "Company"), dated ____________ (the "Agreement").  In
consideration of the granting of the right to my spouse to purchase shares,
$0.01 par value per share ("Shares"), as set forth in the Agreement, I hereby
appoint my spouse as my attorney-in-fact with respect to the exercise of any
rights under the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or any Shares
issued pursuant thereto under the community property laws or similar laws
relating to marital property in effect in the state of our residence as of the
date of the signing of the foregoing Agreement.


Dated:_______________, 2001               Signature:______________________

                                       19
<PAGE>

                                   EXHIBIT A-4
                                   -----------
                          ELECTION UNDER SECTION 83(b)
                          ----------------------------
                      OF THE INTERNAL REVENUE CODE OF 1986
                      ------------------------------------

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the United
States Internal Revenue Code of 1986, as amended, to include in taxpayer's gross
income for the current taxable year the amount of any compensation taxable to
taxpayer in connection with taxpayer's receipt of the property described below:

1.   The name address, taxpayer identification number and taxable year of the
     undersigned are as follows:

     NAME OF TAXPAYER:___________________________________________________

     NAME OF SPOUSE:_____________________________________________________

     ADDRESS:____________________________________________________________

     IDENTIFICATION NO. OF TAXPAYER:_____________________________________

     IDENTIFICATION NUMBER OF SPOUSE:____________________________________

     TAXABLE YEAR:_______________________________________________________

2.   The property with respect to which the election is made is described as
     follows: _______ shares (the "Shares") of the Common Stock of Borland
     Software Corporation (the "Company").

3.   The date on which the property was transferred : ________________, 20__.

4.   The property is subject to the following restrictions:

     The Shares may not be transferred and are subject to forfeiture under the
     terms of an agreement between the taxpayer and the Company.  These
     restrictions lapse upon the satisfaction of certain conditions in such
     agreement.

5.   The fair market value at the time of transfer, determined without regard to
     any restriction other than a restriction which by its terms will never
     lapse, of such property is:  $ ______________.

6.   The amount (if any) paid for such property is:  $ ______________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property.  The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
--------------------------------------------------------------------------
except with the consent of the Commissioner.
-------------------------------------------


Dated: _________________, 2001         ________________________________
                                       Taxpayer


The undersigned spouse of taxpayer joins in this election.


Dated: _________________, 2001         ________________________________
                                       Spouse of Taxpayer

                                       20