**Exhibit 10.77**

 

***100% CoC Acceleration on Double Trigger***

 

**ADDENDUM**

**TO**

**STOCK OPTION AGREEMENT**

 

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “OptionAgreement”) by and between Borland Software Corporation (the “Corporation”) and [            ] (“Optionee”) evidencing the stock option(the “Option”) granted to Optionee under the terms of the Corporation’s 2002 Stock Incentive Plan, and such provisions are effective immediately. All capitalized terms in this Addendum, to the extent not otherwise definedherein, shall have the meanings assigned to them in the Option Agreement. 

 

**SPECIAL ACCELERATION**

 

1.    To the extent, in connection with a Change in Control, the Option is assumed or replaced with a substitute option or otherwise continued in effect, the Option (or such substitute option) shall not have any vestingacceleration to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee’s period of Service after the Change in Control, to become vested and exercisable forthe Option Shares in one or more installments in accordance with the provisions of the Option Agreement. 

 

2.    To the extent, in connection with a Hostile Take-Over, the Option is assumed or replaced with a substitute option or otherwisecontinued in effect, the Option (or such substitute option) shall not have any vesting acceleration to any extent upon the occurrence of that Hostile Take-Over, and the Option (or such substitute option) shall accordingly continue, overOptionee’s period of Service after the Hostile Take-Over, to become vested and exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. 

 

3.    If, in connection with a Change in Control or aHostile Take-Over, the Option is not assumed or replaced with a substitute option or otherwise continued in effect, and, instead the Option will terminate at the effective date of the Change in Control or Hostile Take-Over, then one hundred percent(100%) of the unvested shares subject to the Option shall automatically accelerate vesting and become fully exercisable immediately prior to and contingent on the effective date of the Change in Control or Hostile Take-Over and the Option maybe exercised for any or all of those accelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordancewith the normal Vesting Schedule immediately prior to the Change in Control or Hostile Take-Over. 

 

4.    If Optionee’s Service is terminated as a result of an Involuntary Termination during the Change in Control Period, then onehundred percent (100%) of the unvested shares under the Option (or such substitute option), shall automatically accelerate vesting as of the Termination Date and the Option (or substitute option) may be exercised for any or all of thoseaccelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordance with the normal Vesting Schedule.

5.      For purposes of this Addendum, the following definitions shall bein effect: 

 

(a)    Change in ControlPeriod. “Change in Control Period” means the period beginning either (i) two (2) months prior to the date of a Change in Control and ending twelve (12) months after the date of a Change in Control, or (ii) two(2) months prior to the date of a Hostile Takeover and ending twelve (12) months after the date of a Hostile Takeover. 

 

(b)    Constructively Terminated. “Constructively Terminated” means Optionee’s voluntary resignation following(i) a change in Optionee’s position with the Company (or any Parent or Subsidiary employing Optionee) which materially reduces Optionee’s duties and responsibilities, (ii) a reduction in Optionee’s level of compensation(including base salary, fringe benefits and target bonus under any corporate performance based bonus or incentive programs) or (iii) a relocation of Optionee’s place of employment by more than fifty (50) miles, provided and only ifsuch change, reduction or relocation is effected by the Corporation without Optionee’s consent. 

 

(c)     Hostile Take-Over. “Hostile Take-Over” means a change in ownership or control of the Corporation effectedthrough either of the following transactions: 

 

(i)    a change in the composition of the Board such that the following individuals cease for any reason to constitute a majority of the Board then serving: individuals who, on the date hereof, constitute the members ofthe Board and any new Board member (other than a Board member whose initial assumption of office is in connection with an actual or threatened election contest, including (but not limited to) a consent solicitation, relating to the election of Boardmembers) whose appointment or election by the Board or nomination for election by the Corporation’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the Board members then still in office who either wereBoard members on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended, or 

 

(ii)    the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporationor a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than thirty percent(30%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders which the Board does not recommend such stockholders toaccept. 

 

(d)    InvoluntaryTermination. “Involuntary Termination” means (i) any termination of Optionee by the Corporation which is not effected for Misconduct; (ii) any purported termination of Optionee by the Corporation which is effected forMisconduct but for which the grounds relied upon are not valid; (iii) any voluntary termination by Optionee as a result of Optionee being Constructively Terminated; or (iv) the failure of the Corporation to obtain the assumption of thisAddendum by any successors of the Corporation. 

(e)    Termination Date. “Termination Date” shall mean the effectivedate of any notice of termination delivered by one party to the other. 

 

**IN WITNESS WHEREOF,** Borland Software Corporation has caused this Addendum to be executed by its duly authorized officer as of the Effective Date specified below. 

 
**BORLANDSOFTWARECORPORATION:**    **EXECUTIVE:**        *(Signature)*    *(Signature)*
By:
      
By:
  
Title:
      
Title:
  
 

 

**EFFECTIVE DATE:**