EMPLOYMENT AGREEMENT

This Employment Agreement is entered into as of November 1, 2005, by and between Borland Software Corporation, a Delaware corporation (the Company), and Tod Nielsen (the Executive).

WHEREAS, the Executive and the Company wish to enter into this employment agreement to govern the terms of the Executives employment relationship with the Company;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth below, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Duties and Scope of Employment.

a. Positions; Duties. The Executive will be employed by the Company as its President and Chief Executive Officer, reporting solely and directly to the Companys Board of Directors (the Board). All other employees of the Company will report to the Executive or his designee and not directly to the Board, subject to any regulatory or other legal requirements. During the Employment Term (as defined below), the Executive 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 the Company, the chief external representative of the Company.

b. Board Membership. At each annual meeting of the Companys stockholders during the Employment Term, the Company and the Board will nominate Executive to serve as a member of the Board. Executives service as a member of the Board will be subject to any required stockholder approval.

c. Obligations. During the Employment Term, the Executive will devote his full business efforts and time to the Company and will not engage in any activity that will create any conflict in interest between himself and the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board (which approval will not be unreasonably withheld); provided, however, that the Executive may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization, provided such services do not interfere with Executives obligations to Company.

2. At-Will Employment. The Executive and the Company agree that Executives employment with the Company constitutes at-will employment. The Executive and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or the Executive. However, as described in this Agreement, the Executive may be entitled to severance benefits depending upon the circumstances of Executives termination of employment. The Executive agrees to resign from his position as a member of the Board immediately following the termination of his employment if the Board so requests.

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3. Term of Employment. The Executives employment will begin as soon as possible as agreed to by the parties but no later than November 28, 2005 (the Effective Date). The Executives start date is contingent upon successful completion of a background check (for undisclosed criminal record or civil action). In addition, as a condition of the Executives employment, he will be required to provide the Company with documents establishing his identity and right to work in the United States. Those documents must be provided to the Company within three (3) business days after the Effective Date. The Executives employment with the Company will continue until the earliest of (a) the Executives death, (b) the termination of the Executives employment by the Company for Cause (as defined below), (c) the termination of the Executives employment by the Executive by reason of a Constructive Termination (as defined below), or (d) the time either party will have given notice to the other that this Agreement will terminate for any reason other than enumerated above (such period of employment, the Employment Term). Upon the termination of the Executives employment with the Company, for any reason, neither the Executive nor the Company will have any further obligation or liability under this Agreement to the other, except as set forth in paragraphs 4 through 22 below.

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