EX-10.88






February 19, 2009



Erik Prusch


Austin, Texas



RE: Employment Agreement Amendment



Dear Erik,



This letter will serve as an amendment to your employment offer letter between you and Borland
Software Corporation (“Borland”), dated October 2, 2006 (“Offer Letter”). Your position is
currently Acting President & Chief Executive Officer; Chief Financial Officer, reporting directly
to the Board of Directors of Borland (the “Board”).



As the Acting President & Chief Executive Officer, and continuing if you are appointed as the
permanent President & Chief Executive Officer, all other employees of Borland will report to you or
your designee and not directly to the Board, subject to any regulatory or other legal requirements.
In addition, you will have such responsibilities, duties and authorities as commensurate with
chief executive officers of public entities of similar size and, in particular, will be, in
addition to being responsible for the operations of Borland, will be the chief external
representative of Borland.



In consideration for your service to Borland and your current fulfillment of the duties of the
office of the President & Chief Executive Officer, you shall have the following terms: (i) your ICP
Target is increased from 50% to 100%, effective for fiscal year 2009; (ii) the Addendum to
Employment Agreement for Severance Benefits attached to your Offer Letter is hereby replaced by the
Addendum to Employment Agreement for Severance Benefits attached hereto; (iii) following any
termination of your employment for any reason, you shall have twelve (12) additional months from
the otherwise applicable expiration date pursuant to Borland’s stock plan to exercise any unvested
options (but in no case longer than the applicable term of the option grant or the time period
prescribed by Internal Revenue Code § 409A); and (iv) you will be entitled to the benefits afforded
to the other members of senior management under Borland’s vacation, holiday and business expense
reimbursement policies. The other terms set forth in your Offer Letter will continue in full force
and effect.



You understand that the Board is fulfilling its responsibilities under the CEO Succession Plan and
its other fiduciary duties. The culmination of the CEO Succession Plan will be the appointment of a
permanent President & Chief Executive Officer and you are being considered for that position. You
are also currently continuing to serve as the Chief Financial Officer and agree to resign from that
position in the event a new Chief Financial Officer is hired.



In addition, you agree that, in consideration for Borland providing you with proprietary and
confidential information during your employment and associating you with Borland’s goodwill:



(i) You will not provide Competitive Duties (as defined below) for a Competitor (as defined
below) within the Covered Territory (as defined below) from now until twelve (12) months following
the date your employment with Borland terminates for any reason (the “Separation Date”); and



(ii) You will not solicit any Covered Customer or Prospective Customer (as defined below)
for—nor will you provide any Covered Customer or Prospective Customer with—any Competitive Products
or Services (as defined below) from now until twelve (12) months following the Separation Date.



If, during the period from now until one year following the Separation Date, you decide you would
like to pursue an opportunity or otherwise take action prohibited by the terms of this Agreement,
you agree to submit to Borland’s General Counsel a written request for a modification of the
restrictions found in this Agreement. You agree such written request will include an accurate and
reasonably detailed description of the opportunity or proposed action and an explanation as to why
you believe Borland should waive any term of this Agreement. You understand that Borland is under
no obligation to make any modification to, or waive any provision of, this Agreement and will
decide any such request in its sole and absolute discretion.



The capitalized terms used above shall have the following meanings:



(i) “Competitive Duties” means duties that relate to Competitive Products or Services in any
way and: (i) are similar in purpose or effect to the duties you had during the last twelve (12)
months of your employment with Borland; (ii) involve the management, operation, or control of a
person, entity, or business concern; (iii) are performed in the capacity of a director, officer,
partner, or executive; or (iv) consist principally of selling or marketing Competitive Products or
Services.



(ii) “Competitor” shall mean person, entity, or other business concern that offers or is
planning to offer Competitive Products or Services. A person, entity, or other business concern
that offers or plans to offer Competitive Products or Services and also offers or plans to offer
other services is considered a Competitor.



(iii) “Covered Territory” shall mean any geographic market with respect to which you had
responsibility in connection with your Borland employment or within which you performed duties or
functions in connection with your Borland employment.



(iv) “Competitive Products or Services” means: (i) the products and services sold by Borland
(as described on www.borland.com) during the last twelve (12) months of your employment,
and (ii) products or services that are otherwise competitive with any of the products or services
being offered, marketed, or actively developed by the Company at any time during the last twelve
(12) months of your employment.



(v) “Covered Customer or Prospective Customer” means: (i) any Borland customer or Prospective
Customer with whom you had contact (whether in person, by phone, by e-mail, or otherwise) as an
employee of Borland during the last twelve (12) months of your employment; and (ii) any of Borland
customer or Prospective customer about whom you had any Borland Confidential Information during the
last twelve (12) months of your employment.



Except as set forth herein, the terms and conditions under your Offer Letter shall continue in full
force and effect. The Offer Letter (and the documents referenced therein) together with this
amendment, 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 continuing to work 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/ John Olsen—

	 	 	 

	 	 	John Olsen, Chairman of the Board







I have read the above addendum and accept the terms and conditions set forth herein.



Date: February 19, 2009 Sign: /s/ Erik E. Prusch



Enclosure: Addendum to Employment Agreement for Severance Benefits



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, Erik E. Prusch, and Borland
Software Corporation (“Borland”), as amended on February 19, 2009. 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 one hundred percent (100%) of your annual Base
Salary and bonuses (in an amount no less than the average for the last two years or
the ICP Target, whichever is higher), 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 and bonuses (in an amount no less than the
average for the last two years or the ICP Target, whichever is higher), 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/ John Olsen	 	/s/ Erik E. Prusch
	(Signature)	 	(Signature)
	By: John Olsen

	 	By: Erik E. Prusch
	 

	 	 
	Title: Chairman of the Board

	 	Title: Acting President & Chief Executive Officer
	 

	 	 






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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 (other
than your resignation from the position of Chief Financial Officer, as referenced in the
Employment Agreement) and/or the change in your title such that you are no longer the Acting
President & Chief Executive Officer or the President & Chief Executive Officer, (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).




3









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 Erik E. Prusch




4