EX-10.1






Exhibit 10.1




SCHEDULE OF COMPENSATION

BORLAND NON-EMPLOYEE DIRECTORS




Fees



We pay cash fees to each non-employee director for his or her services. Fees paid include an
annual retainer of $20,000 and a flat fee for attendance at each meeting of our Board and for
attendance at each meeting of a Board committee on which they serve as follows:

 


	 	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	Regularly Scheduled Board of Directors Meetings

	 	  
	 	

	 
	 	 	 	 
	Non-employee Director

	 	  
	 	$2,000 per meeting
	 
	 	 	 	 
	Chairman

	 	  
	 	$3,000 per meeting
	 
	 	 	 	 
	Special Board Meetings

	 	  
	 	

	 
	 	 	 	 
	Non-employee Director

	 	  
	 	$1,000 per meeting
	 
	 	 	 	 
	Chairman

	 	  
	 	$1,500 per meeting
	 
	 	 	 	 
	Audit Committee Meetings

	 	  
	 	

	 
	 	 	 	 
	Non-employee Director

	 	  
	 	$2,000 per meeting
	 
	 	 	 	 
	Chairman

	 	  
	 	$3,000 per meeting
	 
	 	 	 	 
	Compensation Committee Meetings

	 	  
	 	

	 
	 	 	 	 
	Non-employee Director

	 	  
	 	$1,000 per meeting
	 
	 	 	 	 
	Chairman

	 	  
	 	$1,500 per meeting
	 
	 	 	 	 
	Nominating & Governance Committee Meetings

	 	  
	 	

	 
	 	 	 	 
	Non-employee Director

	 	  
	 	$1,000 per meeting
	 
	 	 	 	 
	Chairman

	 	  
	 	$1,500 per meeting






Our directors are reimbursed for reasonable expenses incurred in connection with
attending Board or committee meetings. We do not provide any retirement benefits or other
perquisites to our directors.



Stock Options



Under the automatic option grant program in effect under our 2002 Stock Incentive Plan,
eligible non-employee members of our Board receive a series of option grants over their period of
Board service. Those option grants are as follows:



Initial Grant. At the time of his or her initial election or appointment to the Board, each
new non-employee Board member receives an option grant for 30,000 shares of our common stock,
provided such individual has not previously been in our employ.



Annual Grant. On the first trading day in July each year, each individual who is at that time
serving as a non-employee Board member receives one or more automatic stock option grants in
accordance with the following formula:



(i) each non-employee Board member on that annual grant date receives an option for 12,500
shares of our common stock, except that the chairperson of our Board receives an option grant for
17,500 shares;



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(ii) each non-employee Board member who is serving as a member of any of our board committees
also receives an additional option grant for 1,000 shares of our common stock for each committee on
which he or she is serving on the annual grant date; and



(iii) each non-employee Board member who is also serving as the chairperson of any Board
committee at that time receives an additional option grant for 1,000 shares of our common stock for
each committee on which he or she is serving as chairperson on the annual grant date.



There is no limit on the number of annual option grants any one eligible non-employee Board
member may receive over his or her period of continued Board service, and non-employee Board
members who have previously been in our employ are eligible to receive one or more annual grants
over their period of Board service.



Each automatic grant has an exercise price per share equal to the fair market value per share
of our common stock on the grant date and has a maximum term of ten years, subject to early
termination upon the later of (i) twelve months after the date of the optionee’s cessation of Board
service for any reason or (ii) three months after the date the optionee is first free to sell the
option shares without contravention of applicable federal and state securities laws. Each automatic
option is immediately exercisable for all of the option shares. However, any shares purchased under
such option will be subject to repurchase by us, at the lower of the exercise price paid per share
or the fair market value per share, should the optionee cease Board service prior to vesting in
those shares.



The shares subject to each initial and annual automatic option grant vest as follows:
one-third of those option shares vest upon the optionee’s completion of one year of Board service
measured from the grant date of that option, and the remaining option shares vest in a series of
twenty-four successive equal monthly installments upon the optionee’s completion of each of the
next twenty-four months of continued Board service thereafter. However, the shares subject to each
initial and annual option grant vest in full on an accelerated basis should we experience certain
changes of control or ownership or should the optionee die or become disabled during his or her
period of Board service, as will be more fully described in the 2002 Stock Incentive Plan and
agreement thereunder.



Non-employee director compensation is periodically reviewed by our Board or its Compensation
Committee and is subject to change as deemed appropriate by the Board or Compensation Committee.




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