Employment Offer Letter to Scott B. Schoonover, dated October 19, 2006.



 Exhibit 10.18 
  

					
	

	 		  	 100 California Street
 12th Floor
 San Francisco, CA 94111
 www.embarcadero.com
 Tel: 415-834-3131
 Fax: 415-434-1721


 October 18, 2006 
 Scott Schoonover 
 589 Rose Avenue 
 Pleasanton, CA
94566 
 Dear Scott: 
 We are pleased to offer you the position
of Vice President, Worldwide Sales with Embarcadero Technologies. This letter will outline our employment offer to you. You will be reporting the Chief Executive Officer. You will be responsible for duties pertaining to the role of Vice President,
Worldwide Sales. Since we are a small company, it is possible that you will be asked to assist in areas that are outside your primary area of responsibility. 
 We suggest you join Embarcadero Technologies on October 19, 2006. Your starting salary will be the annualized amount of $175,000.00, payable on a semi-monthly basis for this regular, full time position. 
 In addition, you will be eligible for variable compensation based on revenue and targeted at $150,000.00 annually. 
 You can expense up to $200.00 per month for your cell phone charges. You will need to submit the detailed call report with your expense account form. Embarcadero does
not reimburse for cell phones or cell phone accessories. 
 You will be eligible for Embarcadero Technologies benefits as stated in our company manual. These
benefits will begin on the first of the month following employment with Embarcadero Technologies, Inc. Our benefits include medical, dental, vision, employee assistance, life and disability insurance, flexible spending accounts, and a
401(k) Plan. In addition, you will be granted a total of 15 days of vacation per year. 
 Your employment is subject to the following conditions:

 You will need to complete two Standard Confidentiality Agreements, which also contains our Alternative Dispute Resolution Policy. 
 The Alternative Dispute Resolution Policy provides that in the event of any dispute arising out of or relating to your employment relationship that it is not resolved by
good faith negotiations between the parties, you and Embarcadero Technologies agree fully, finally and exclusively to arbitrate the dispute in binding arbitration. This arbitration provision shall not apply to any dispute relating to or arising out
of the alleged misuse or misappropriation of Embarcadero Technologies’ trade secrets or proprietary information. 
 This offer is also subject to your
submission of an I-9 form and satisfactory documentation respecting your identification and right to work in the United States no later than three (3) days after your employment begins. 







 Scott Schoonover 
 October 12, 2006 
 Page 2 
 As with all
Embarcadero Technologies employees, your employment is of an “at-will” nature. This means you may terminate your employment with Embarcadero Technologies at any time and for any reason whatsoever, simply by notifying the Company. Likewise,
Embarcadero Technologies may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. This at-will employment relationship cannot be changed except in writing, signed by the CEO of the Company.

 Because technology is a highly competitive business, we need to know that you are free of conflicts of interest and abiding by agreements you may have
made with your former employers. Therefore we advise you to consult with your personal attorney concerning this proposed employment, matters relating to your current employment and any agreements or other matters which might affect your proposed
employment by the Company. You must be free of any contract, order, judgment or other matter that would prevent or diminish your ability to perform fully as of the proposed start date your proposed duties as Vice President, Worldwide Sales. You must
agree that neither the Company nor anyone acting on its behalf induced or solicited you to breach any contract or other enforceable obligation in connection with your proposed employment with the Company. Lastly, you must verify that, upon your
employment with the Company, you will have returned any confidential, proprietary or trade secret information belonging to any prior employer and will not use any such information in your employment with the Company. 
 This offer is subject to the verification of employment and references provided to Embarcadero Technologies by you. Discrepancies may be cause for immediate termination
at any time during employment or withdrawal of the employment offer. 
 This written offer is
valid through October 19, 2006, 5:00 P.S.T. If you agree with and accept the terms of this offer of employment, please sign below and return this letter to our office at 100 California Street, 12th Floor, San Francisco, CA 94111, or fax to Human Resources at (415) 536-0845. 
 All of us at Embarcadero Technologies look forward to your joining us and are confident that you will make a valuable contribution to our team. I am enthusiastic about your growing career with Embarcadero Technologies
and look forward to working with you in your new capacity. 
 Sincerely, 
 Lorraine Gnecco 
 Vice President, Human Resources 
  

					
	ACCEPTED AND APPROVED:	 		 	
			
	/s/ Scott Schoonover	 		 	10/19/06
	 Scott Schoonover
 589 Rose Avenue
 Pleasanton, CA 94566
	 		 	Date