Exhibit 10.2

**AMENDED AND RESTATED****2000 NONEMPLOYEE DIRECTORSSTOCK OPTION PLAN****OF****EMBARCADERO TECHNOLOGIES, INC.****(as amended through April 17, 2003)**

     1.      PURPOSES OF THE PLAN

              The purposes of the 2000 Nonemployee Directors Stock Option Plan of Embarcadero Technologies, Inc., a Delaware corporation, are: (a) toencourage 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 valueof 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 acommittee 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)         “Board”   shall mean the Board of Directors of the Company, asconstituted from time to time.

              (d)         “Code”   shallmean the Internal Revenue Code of 1986, as amended.

              (e)         “CommonStock”   shall mean the Common Stock of the Company.

              (f)        “Company”   shall mean Embarcadero Technologies, Inc., a Delaware corporation.

              (g)         “Director Fee”   shall meanthe cash amount, if any, a Nonemployee Director shall be entitled to receive for serving as a director of the Company in any fiscal year.

              (h)         “Fair Market Value”   shall mean, as of the date in question, thelast 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 FairMarket 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.

              (i)         “Initial Option”   shall have the meaning set forth in Section6(a).

              (j)         “Nonemployee Director”   shall mean anyperson 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 12months.

              (k)         “Option”   shall mean a stock optiongranted pursuant to this Plan.

              (l)         “OptionAgreement”   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.

              (m)         “Option Shares”   shall mean the Shares subject to anOption granted under this Plan.

              (n)         “Optionee”  shall mean a Nonemployee Director who holds an Option.

              (o)        “Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

              (p)         “Plan”   shall mean this 2000 Nonemployee Directors Stock OptionPlan of Embarcadero Technologies, Inc., as it may be amended from time to time.

              (q)        “Rule 16b-3”   shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission, or any successor rule thereto.

              (r)         “Section”   unless the context clearly indicates otherwise, shallrefer to a Section of this Plan.

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              (s)         “Share”   shall mean ashare of Common Stock, as adjusted in accordance with Section 7(a).

              (t)        “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 “subsidiarycorporation”.

     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 pursuantto this Plan is 400,000 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”) ofat 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 itssole 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 theadministration 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 determinedby the Administrator. Such determination shall be final and binding on all persons.

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     6.      GRANT OF OPTIONS

              (a)         Grant for Initial Election or Appointment to Board.   Subject to the terms andconditions 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 considered a “Nonemployee Director” as defined herein, then the Company shallgrant 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 ofSection 7(j).

              (b)         Quarterly Grants.   Subject to the terms andconditions of this Plan, on the date of the first regularly scheduled meeting of the Board on or after the first day of each calendar quarter, the Company shall grant to each Nonemployee Director then in office for longer than three months, anOption to purchase 5,000 shares 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 substancesatisfactory 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 exerciseduntil 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 Stockis 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 toissue fractional shares as a result of any such adjustment. Each such adjustment shall be subject to approval by the Administrator in its sole discretion.

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              (b)         Time of Option Exercise.   EachOption 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.

              (c)         Limitation on Other Grants.   The Administrator shall have no discretion togrant 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 FamilyMembers”), (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 transferand (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 totransfer. 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, Section7(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 byOptionee except in accordance with Section 7(d) 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(d). Any attempt toassign, 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 madefor 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/saleprocedure, provided that the Company does not extend or arrange for the extension of credit to an Optionee in connection with such cashless exercise procedure. At the time an Option is granted or exercised, the Administrator, in its absolutediscretion, may authorize any one or more of the following additional methods of payment: (i) delivery by the Optionee of Common Stock already owned by the Optionee for all or part of the Option price, provided the Fair Market Value of such CommonStock is equal on the date of exercise to the Option price, or such portion thereof as the Optionee is authorized to pay

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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 Optioneemay not, within six months following such exercise, exercise any Option granted under this Plan by delivery of Common Stock; and (ii) any other consideration and method of payment to the extent permitted under the Delaware General Corporation Law,provided that the Company does not extend or arrange for the extension of credit to an Optionee in connection with such consideration and method of payment.

              (g)         Termination as Director.   Unless determined otherwise by the Administrator inits 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 theCompany; 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 providedfurther, that if termination of service as adirector 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 fromthe 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 theexpiration 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 (orat 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 Optioneeshall 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 ofCommon 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.

              (j)         Exercise Price.   The exercise price of any Option granted to any person whoowns, 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

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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) ofthe 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 itsprincipal 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(f) and, if required, by payment of any federal or state withholding oremployment 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 willbe considered as the date such Option was exercised.

              (b)         Promptly after thedate 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 requisitenumber 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 onthe 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 effectivelyregistered 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’ssecurities may then be listed. The Company shall have no obligation to register the Shares covered by this Plan under the federal securities laws or take any other steps as may be necessary to enable the Shares covered by this Plan to be offered andsold under federal or other securities laws. Upon exercising all or any portion of an Option, an Optionee may be required to furnish representations or

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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 securitieslaws. 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 Boardmay 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 anysuccessor rule thereto or under applicable state statutes; or

              (b)         the Boardotherwise 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 exercisableunless 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 avalidly 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 afteradoption 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 andobligations under then-outstanding Options.
   Adopted by the Board of Directors: February 10, 2000   Approved by the Stockholders: February 11, 2000   Amended and Restated by the Board of Directors: April 17, 2003   Approved by the Stockholders: June 4, 2003
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