8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 11, 2007

Borland Software Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-10824	94-2895440
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
20450 Stevens Creek Boulevard, Cupertino, California		95014
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 4088632800

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2007, upon recommendation from the Nominating and Governance Committee of the Board of Directors (the "Board") of Borland Software Corporation (the "Company"), the Board appointed Bryan LeBlanc to serve as a director on the Company’s Board. The Board also appointed Mr. LeBlanc to serve as a member on the Audit Committee of the Board. It is intended that Mr. LeBlanc will stand for election as director at the Company’s 2008 Annual Meeting of Stockholders.

As a non-employee director, Mr. LeBlanc will be entitled to compensation in accordance with Borland’s Schedule of Compensation for Non-Employee Directors, a copy of which is attached hereto as Exhibit 10.1. Pursuant to the Schedule of Compensation for Non-Employee Directors, Mr. LeBlanc will receive cash fees, consisting of 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 he serves. For so long as he serves as a director and a member of the Audit Committee, he will receive $2,000 for each regularly scheduled meeting of the Board which he attends, $1,000 for each special meeting of the Board which he attends and $2,000 for each meeting of the Audit Committee which he attends.

In addition, in accordance with the Schedule of Compensation for Non-Employee Directors, upon his appointment on June 11, 2007, Mr. LeBlanc received an initial grant of an option to purchase 30,000 shares of Common Stock. The option has an exercise price of $5.98 per share, which was the closing price of the Company’s Common Stock on the Nasdaq Stock Market on the date of grant. Subject to Mr. LeBlanc’s continuous service on the Board, Mr. LeBlanc will also receive an annual option grants as provided in the Schedule of Compensation for Non-Employee Directors. The shares subject to each initial and annual option grant vest in full on an accelerated basis should Borland experience certain changes of control or ownership or should M r. LeBlanc die or become disabled during his period of Board service, as is be more fully described in the 2002 Stock Incentive Plan and agreement thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 10.1 Schedule of Compensation for Non-Employee Directors of Borland
Software Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Borland Software Corporation
June 12, 2007	By:	Gregory J. Wrenn
		Name: Gregory J. Wrenn
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Schedule of Compensation for Non-Employee Directors of Borland Software Corporation

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;

(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.