EX-10.90






February 20th, 2009



Melissa Fruge


Austin, Texas



RE: Employment Agreement



Dear Melissa,



This letter sets forth the amended terms of you employment with Borland Software Corporation
(“Borland”). This letter replaces and supercedes your existing employment agreement unless
explicitly stated otherwise herein. Your position is Vice President, General Counsel reporting to
Erik Prusch.



In consideration for your service to Borland, you will be paid an annual base salary of $200,000,
less applicable taxes and other withholdings in accordance with Borland’s standard payroll
practices. You will be eligible for the Incentive Compensation Program (ICP) specific to your
position. Your ICP target is 40% of your annual base salary, based on the attainment of corporate
and individual objectives. Details of this plan will be discussed with you. In addition, you
will continue to participate in, or be eligible to participate in various Borland fringe benefit
plans, including: Group Health Insurance, Flexible Spending Accounts, 401(k) Savings Plan, Employee
Stock Purchase Plan, and Tuition Reimbursement. Borland reserves the right to modify employee
benefit plans and policies, as it deems necessary.



You have been granted an option to purchase 100,000 shares of Borland common stock under Borland’s
Stock Plans at an exercise price equal to the fair market value of that stock on the option grant
date of February 27, 2009. This option will vest over a period of four years, with 1/4 of the number
of shares vesting one year following the grant date and 1/48 of the shares vesting monthly
thereafter, until all shares are vested; provided however all shares will be subject to
acceleration in the event of a change of control of Borland and you are terminated without cause in
connection therewith, as provided under the stock acceleration addendum to be provided with your
stock option agreement. Any stock options previously granted to you will remain in effect in
accordance with the terms thereof.



The option will be subject to the terms and conditions of the Borland Stock Option Plan and related
standard form of stock option agreement and stock acceleration addendum, which you will be required
to sign as a condition of receiving the option.



You shall be eligible for severance benefits in accordance with the attached Addendum to Employment
Agreement for Severance Benefits, which you will be required to sign as a condition of receiving
the benefits.



Your employment with Borland is “at will”; it is for no specified term, and may be terminated by
you or Borland at any time, with or without cause or advance notice. Any contrary representations
that may have been made to you are superseded by this offer. You acknowledge that your job duties,
title, compensation and benefits, as well as Borland’s personnel policies and procedures, may
change from time to time. You further acknowledge that the “at will” nature of your employment may
only be changed in an express written agreement signed by you and Borland.



By continuing your employment with Borland, you represent that you have not and will not be acting
in breach of any agreement with any of your previous employers. Borland is very impressed with the
skills and experience that you will bring to us and we hope that you will consider this offer
carefully. I would like to remind you that it is Borland’s policy to avoid situations where
information or materials might come into our hands that are considered proprietary by individuals
or companies other than Borland. We are interested in your continued employment because of your
skills and abilities, not because of any trade secrets you have learned elsewhere. You represent
and warrant that you are not acting in breach of any non-competition, employment or other
agreements with your current employer or any of your previous employers.



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



You acknowledge that you have previously signed Borland’s Employee Confidentiality and Assignment
of Inventions Agreement, which will remain in effect.



To ensure the timely and economical resolution of disputes that arise in connection with your
employment with Borland, you and Borland agree that any and all disputes, claims, or causes of
action (collectively, “Claims”) arising from or relating to the enforcement, breach, performance or
interpretation of this Agreement, your employment, or the termination of your employment
(including, but not limited to, any Claims for compensation, benefits, stock or stock options,
fraud or age, sex, race, disability or other discrimination or harassment), shall be resolved to
the fullest extent permitted by law by final, binding and confidential arbitration, by a single
arbitrator, in Travis County, Texas ,conducted by Judicial Arbitration and Mediation Services, Inc.
(“JAMS”) under the applicable JAMS employment rules, or other arbitrator or arbitration rules to
which you and Borland mutually agree. By agreeing to this arbitration procedure, both you and
Borland waive the right to resolve any such dispute through a trial by jury or judge or
administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate
discovery for the resolution of the dispute and to award such relief as would otherwise be
permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s
essential findings and conclusions and a statement of the award. The arbitrator shall be
authorized to award any or all remedies that you or Borland would be entitled to seek in a court of
law. Borland shall pay all arbitrator and arbitration administrative fees in excess of the amount
of court fees that would be required if the dispute were decided in a court of law. Nothing in
this Agreement is intended to prevent either you or Borland from obtaining injunctive relief in
court to prevent irreparable harm pending the conclusion of any such arbitration.



This agreement and the other agreements referred to above constitute the entire agreement between
you and Borland regarding the terms and conditions of your employment, and they supersede all prior
negotiations, representations or agreements, whether oral or written, between you and Borland.
This agreement may only be modified by a document signed by you and a duly authorized signatory of
Borland.



We look forward to working with you at Borland. Please sign and date this letter on the spaces
provided below to acknowledge your acceptance of the terms of this offer. This offer, if not
accepted, will expire at the close of business on February 20, 2009.



Sincerely,



Borland Software Corporation



	 	 	 
	By:
	 	/s/ Erik Prusch

Erik Prusch, President & CEO







I have read the above employment offer and accept employment with Borland on the terms and


conditions set forth in this agreement.



Date: February 20, 2009 Sign: /s/ Melissa Fruge Melissa Fruge



Please send the original signed offer letter and the new-hire paperwork to Borland’s Human
Resources Department using the envelope provided. Please fax a copy of your signed acceptance
offer letter to 512-340-1361.



Enclosures



1



Addendum To Employment Agreement

For Severance Benefits




The provisions of this Employment Agreement Addendum for Severance Benefits (the
“Addendum”) are incorporated into, and are made a part of, that employment Employment
Agreement (the “Employment Agreement”) by and between you, Melissa Fruge, and
Borland Software Corporation (“Borland”). Capitalized terms used in this Addendum are either
defined herein or in Appendix A.




	a.	 	Severance Benefits.






	 	i.	 	Termination of Employment Outside of the Change in Control Period.
If your employment is terminated as a result of an Involuntary Termination other than
during the Change in Control Period and you sign a release of claims (in a form
satisfactory to Borland, an example of which is attached hereto as Appendix B), then
you shall be entitled to payment of fifty percent (50%) of your annual Base Salary,
less applicable withholding. Such amount shall be payable in a lump sum no later
than five (5) days following expiration of any revocation period required in
connection with the release of claims; provided, however, if this payment is subject
to Section 409A and you are a “specified employee” (as defined in Section 409A), this
payment shall be made within five (5) days after the six (6) month anniversary of the
Termination Date, which shall not exceed sixty-five (65) days after the Termination
Date.






	 	ii.	 	Termination of Employment During the Change in Control Period. If
your employment is terminated as a result of an Involuntary Termination during the
Change in Control Period and you sign a release of claims (substantially in the form
attached hereto as Appendix B), then you shall be entitled to payment of one hundred
percent (100%) of your annual Base Salary, less applicable withholding. Such amount
shall be payable in a lump sum no later than five (5) days following expiration of
any revocation period required in connection with the release of claims; provided,
however, if this payment is subject to Section 409A and you are a “specified
employee” (as defined in Section 409A), this payment shall be made within five (5)
days after the six (6) month anniversary of the Termination Date, which shall not
exceed sixty-five (65) days after the Termination Date.






	 	iii.	 	Continuing Medical Coverage. If your employment is terminated as a
result of an Involuntary Termination, whether or not a Change in Control Period, and
you sign a release of claims (in a form satisfactory to Borland, an example of which
is attached hereto as Appendix B), then you shall be entitled to payment for your
premiums for health (i.e., medical, vision and dental) continuation coverage under
COBRA; provided, however, that (i) you are eligible for COBRA on the Termination Date
and (ii) you elect continuation coverage pursuant to COBRA, within the required time
period. Borland shall continue to provide you with health coverage pursuant to this
paragraph until the earliest of (i) the date you are no longer eligible to receive
continuation coverage pursuant to COBRA, (ii) twelve (12) months from the Termination
Date or (iii) the date on which you obtain comparable health coverage. You agree to
notify Borland promptly after you obtain alternative health coverage.






	b.	 	Mitigation. Except as otherwise specifically provided herein, you shall not be
required to mitigate damages or the amount of any payment provided under this Addendum by
seeking other employment or otherwise, nor shall the amount of any payment provided for under
this Addendum be reduced by any compensation you earn as a result of your employment by
another employer or by any retirement benefits you receive after the Termination Date.






	c.	 	Successors.






	 	i.	 	Borland’s Successors. Any successor to Borland (whether direct or
indirect and whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or substantially all of Borland’s business and/or assets shall
assume Borland’s obligations under this Addendum and agree expressly to perform
Borland’s obligations under this Addendum in the same manner and to the same extent
as Borland would be required to perform such obligations in the absence of a
succession. For all purposes under this Addendum, the term “Borland” shall include
any successor to Borland’s business and/or assets which acknowledges it will be bound
by the terms of this Addendum or which becomes bound by the terms of this Addendum by
operation of law.






	 	ii.	 	Your Successors. Without the written consent of Borland, you shall
not assign or transfer this Addendum or any right or obligation under this Addendum
to any other person or entity. Notwithstanding the foregoing, the terms of this
Addendum and all you rights hereunder shall inure to the benefit of, and be
enforceable by, your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.






	d.	 	Notices. Notices and all other communications contemplated by this Addendum shall be
in writing and shall be deemed to have been duly given when personally delivered or when
mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In
your case, mailed notices shall be addressed to you at the home address which you most
recently communicated to Borland in writing. In the case of Borland, mailed notices shall be
addressed to its corporate headquarters, and all notices shall be directed to the attention of
its General Counsel.






	e.	 	This Addendum is intended to satisfy the requirements of Section 409A of the Code with
respect to amounts subject thereto, and shall be interpreted and construed consistent with
such intent; provided that, notwithstanding the other provisions of this Addendum, with
respect to any right to a payment or benefit hereunder (or portion thereof) that does not
otherwise provide for a “deferral of compensation” within the meaning of Section 409A of the
Code, it is the intent of the parties that such payment or benefit will not so provide.
Furthermore, if either party notifies the other in writing that, based on the advice of legal
counsel, one or more of the provisions of this Addendum contravenes any regulations or
Treasury guidance promulgated under Section 409A of the Code or causes any amounts to be
subject to interest or penalties under Section 409A of the Code, the parties shall promptly
and reasonably consult with each other (and with their legal counsel), and shall use their
reasonable best efforts, to reform the provisions hereof to (a) maintain to the maximum extent
practicable the original intent of the applicable provisions without violating the provisions
of Section 409A of the Code or increasing the costs to the Company of providing the applicable
benefit or payment and (b) to the extent practicable, to avoid the imposition of any tax,
interest or other penalties under Section 409A of the Code upon Executive or the Company.”






	f.	 	Miscellaneous Provisions.






	 	i.	 	Integration. This Addendum represents the entire agreement and
understanding between the parties as to the subject matter herein and supersede all
prior or contemporaneous agreements and provisions in other agreements related to
severance benefits, whether written or oral. With respect to any conflict between
this Addendum and any stock option agreement, stock issuance agreement or other stock
award agreement, this Addendum shall prevail. With respect to any conflict between
this Addendum and the Employment Agreement or any other employment related agreement,
this Addendum shall prevail. For the avoidance of doubt, with respect to any
severance benefits provided for under your Employment Agreement, this Addendum shall
supersede the provisions of your Employment Agreement with respect to severance
benefits provided thereunder.






	 	ii.	 	Choice of Law. The validity, interpretation, construction and
performance of this Addendum shall be governed by the internal substantive laws, but
not the conflicts of law rules, of the State of Texas.






	 	iii.	 	Employment Taxes. All payments made pursuant to this Addendum
shall be subject to withholding of applicable income and employment taxes.






	 	iv.	 	Non-Publication. The parties mutually agree not to disclose the
terms of this Addendum except to the extent that disclosure is mandated by applicable
law, standard or required corporate reporting, or disclosure is made to the parties’
respective advisors and agents (e.g., attorneys, accountants) or immediate family
members.





IN WITNESS WHEREOF, each of the parties has executed this Addendum, in the case of Borland by its
duly authorized officer, as of the day and year first above written.



	 	 	 
	Borland software corporation:	 	Executive:	
	/s/ Erik E. Prusch	 	/s/ Melissa Fruge
	(Signature)	 	(Signature)
	By: Erik E. Prusch

Title: President and Chief Executive Officer

	 	By: Melissa Fruge

Title: VP, General Counsel & Corporate Secretary






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Appendix A




The following definitions shall be in effect under the severance benefits letter:




	a.	 	Base Salary. “Base Salary” means your annual base salary as in effect during the
last regularly scheduled payroll period immediately preceding the effective date of your
termination due to an Involuntary Termination.






	b.	 	Board. “Board” means the Board of Directors of Borland.






	c.	 	Change in Control. “Change in Control” means a change in ownership or control of the
Company effected through any of the following transactions:






	 	i.	 	there is consummated a merger, consolidation or other reorganization,
unless securities representing more than fifty percent (50%) of the total
combined voting power of the voting securities of the successor corporation are
immediately thereafter beneficially owned, directly or indirectly and in
substantially the same proportion, by the persons who beneficially owned the
Corporation’s outstanding voting securities immediately prior to such transaction, or






	 	ii.	 	the sale, transfer or other disposition of all or substantially all of the
Corporation’s assets in complete liquidation or dissolution of the Corporation other
than a sale or disposition by the Corporation of all or substantially all of the
Corporation’s assets to an entity, at least fifty percent (50%) of the combined
voting power of the voting securities of which are owned by stockholders of the
Corporation in substantially the same proportions as their ownership of the
Corporation immediately prior to such sale, or






	 	iii.	 	the acquisition, directly or indirectly, by any person or related group of
persons (other than the Corporation or 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.






	d.	 	Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have
occurred by virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the Common Stock
immediately prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns all or
substantially all of the assets of the Corporation immediately following such
transaction or series of transactions.	 






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






	f.	 	COBRA. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended.






	g.	 	Code. “Code” means the Internal Revenue Code of 1986, as amended.






	h.	 	Constructively Terminated. “Constructively Terminated” means your voluntary
resignation following (A) a change in your position with the Company (or any Parent or
Subsidiary employing you) which materially reduces your duties and responsibilities, (B) a
reduction in your level of compensation (including base salary, fringe benefits and target
bonus under any corporate performance based bonus or incentive programs) or (C) a relocation
of your place of employment by more than fifty (50) miles, provided and only if such change,
reduction or relocation is effected by the Corporation without your consent. You shall not be
deemed to be Constructively Terminated unless you give written notice to the Company that any
of the foregoing events has occurred within 90 days of the first occurrence and the Company
has had 30 days after such notice to cure such occurrence, if possible.






	i.	 	Hostile Take-Over. “Hostile Take-Over” shall be deemed to occur in the event of a
change in ownership or control of the Company effected through 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 of the 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 Board members) 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 were Board 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 Borland or a person that directly or indirectly controls, is
controlled by, or is under common control with, Borland) 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 Borland’s outstanding
securities pursuant to a tender or exchange offer made directly to the Borland’s
stockholders which the Board does not recommend such stockholders to accept.






	j.	 	Involuntary Termination. “Involuntary Termination” means any termination of you by
Borland which is not effected for Misconduct; (ii) any purported termination of you by Borland
which is effected for Misconduct but for which the grounds relied upon are not valid; (iii)
any voluntary termination by you as a result of your being Constructively Terminated; or
(iv) the failure of Borland to obtain the assumption of this Addendum by any successors
contemplated in Section 4 of the Addendum.






	k.	 	Misconduct. “Misconduct” means (i) your willful and continued failure to perform the
duties and responsibilities of your position that is not corrected within a thirty (30) day
correction period that begins upon delivery to you of a written demand for performance from
Borland that describes the basis for Borland’s belief that you have not substantially
performed your duties; (ii) any act of personal dishonesty taken by you in connection with
your responsibilities as an employee of Borland with the intention that such may result in
substantial personal enrichment for you; (iii) your conviction of, or plea of nolo contendre
to, a felony that Borland reasonably believes has had or will have a material detrimental
effect on Borland’s reputation or business, or (iv) your materially breaching your Employee
Confidentiality and Assignment of Inventions Agreement, which breach is (if capable of cure)
not cured within thirty (30) days after Borland delivers written notice to you of the breach.






	l.	 	Section 409A. “Section 409A” shall mean Section 409A of the Code.






	m.	 	Termination Date. “Termination Date” shall mean the effective date of any notice of
termination delivered by one party to the other hereunder.






	n.	 	Termination. “termination” means “termination of employment” as defined in Treas.
Reg. Section 1.409A-1(h)(1)(ii).




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Appendix B




Release of Claims 




I understand that my employment with Borland Software Corporation (“Borland”)
terminated effective       ,        (the “Separation Date”). Borland has
agreed that if I choose to sign this Release of Claims (“Release”), Borland will pay me
certain severance benefits (minus standard withholdings and deductions) pursuant to the terms of
the Employment Employment Agreement Addendum for Severance Benefits letter between myself and
Borland, dated     , 2009 (the “Agreement”). I understand that I am not entitled to
such benefits unless I sign this Release and it becomes fully effective. I understand that,
regardless of whether I sign this Release, Borland will pay me all of my accrued salary and
vacation through the Separation Date, to which I am entitled by law.



In consideration for the severance benefits I am receiving under the Agreement, as described
therein, I hereby generally and completely release Borland, its directors, officers, employees,
stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary
entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events, acts, conduct, or
omissions occurring prior to my signing this Agreement. This general release includes, but is not
limited to: (1) all claims arising out of or in any way related to my employment with Borland or
the termination of that employment or the services I provided to Borland; (2) all claims related to
my compensation or benefits from Borland, including salary, bonuses, commissions, vacation pay,
expense reimbursements, severance pay, fringe benefits, stock options, restricted stock awards,
other equity compensation or any other ownership interests in Borland; (3) all claims for breach of
contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing;
(4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (5) all federal, state, and local statutory claims, including
claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under
the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of
1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA) Notwithstanding
anything contained in this Release, nothing herein shall release the parties’ rights under this
Release and my right (if any) to indemnification granted by any act or agreement of Borland, state
or federal law or policy of insurance or any claims for severance benefits under the Agreement.



I understand this Release will not be effective until the ADEA Effective Date, defined below.
I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under
the ADEA. I also acknowledge that the consideration given for the waiver in the above paragraph is
in addition to anything of value to which I was already entitled. I have been advised by this
writing, as required by the ADEA that: (a) my waiver and release does not apply to any claims that
may arise after my signing of this Release; (b) I should consult with an attorney prior to signing
this Release; (c) I have twenty-one (21) days within which to consider this Release (although I may
choose to voluntarily sign this Release earlier); (d) I have seven (7) days after I sign this
Release to revoke it; and (e) this Release will not be effective until the eighth day after this
Release has been signed by me (the “ADEA Effective Date”).



I accept and agree to the terms and conditions stated above:




Date Melissa Fruge




4