Sample Business Contracts

Employment Agreement - Embarcadero Technologies Inc. and Raj Sabhlok

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             [Printed on Embarcadero Technologies, Inc. Letterhead]

                                24 January, 1999

Mr. Raj Sabhlok
8202 Forest Gate Drive
Sugar Land, Texas  77479

Dear Raj:

          I am please to make this offer to you to join Embarcadero
Technologies (the "Company") as its Senior Vice President and Chief Financial
Officer. If you accept this offer, we are assuming that you will commence
employment not later than January 31, 2000.

The terms of your employment are as follows:

     1. SALARY. Your base salary will be $16,666.67 per month (equivalent to
$200,000 per year). You will be eligible to receive customary increases from
year to year based upon your performance and the Company's performance.

     2. BONUS. You will be eligible to receive a quarterly bonus of up to
$18,750, or $75,000 on an annual basis, based upon objective performance
standards that are measurable on a quarterly basis, which are to be set for
you and Embarcadero Technologies and to be mutually agreed between you and
the Board of Directors. You will be eligible to receive customary increases
from year to year based upon your performance and the Company's performance.

     3. STOCK OPTIONS. You will be granted seven-year standard-form options
to purchase (a) 250,000 shares of Common Stock at an exercise price of $3.00
per share and (b) 50,000 shares of Common Stock at an exercise price of
$10.00 per share. Your options shall vest over four years on a semi-annual
basis at a rate of 12.5% on each six-month anniversary of your start date.
Your options shall cease vesting upon termination of your employment, except
as set forth in paragraph 7 below. In the event of a "change in control,"
your options shall become fully vested, except that if (i) the change of
control occurs within six months of the commencement of your employment or
(ii) within such six-month period the Company enters into an agreement that
would result in a change of control and such change of control occurs within
nine months of the commencement of your employment, you shall vest in
ascending order of the applicable exercise price, the greater of (a) the
number of shares such that you realize $5 million in value between the
purchase price of such underlying shares and the applicable exercise price on
such shares or (b) 150,000 shares.


Mr. Raj Sabhlok
January 24, 1999

Page 2

          For purposes of the preceding paragraph, a change in control means
the occurrence of either of the following:

              (a)   Any "person" (as used in Section 13(d) of the
                    Securities Exchange Act of 1934 and the rules
                    promulgated thereunder) becomes the "beneficial
                    owner" (as defined in Rule 13d-3) of securities
                    representing a majority of the voting power of the
                    then outstanding securities of Embarcadero
                    Technologies; or

              (b)   A sale of assets involving all or substantially all
                    of the assets of Embarcadero Technologies, or a
                    merger or consolidation of Embarcadero Technologies
                    in which the holders of securities of Embarcadero
                    Technologies immediately prior to such event hold in
                    the aggregate less than a majority of the securities
                    of Embarcadero Technologies immediately after such

     4. RELOCATION ASSISTANCE. Embarcadero Technologies shall reimburse you
for the reasonable and customary out-of-pocket expenses associated with (i)
the sale of you existing residence and purchase of a new residence in the Bay
Area (within twelve months of your relocation) including real estate
commissions on the sale of your existing residence and reasonable and
customary closing expenses paid by you on your new home; (ii) the relocation
of your family and household goods to the Bay Area, including travel and
temporary housing expenses in the Bay Area for a period not to exceed three
months; (iii) two additional round trips between Houston and the Bay Area for
you and your family to prepare for your move; and (iv) up to $50,000 to cover
any capital loss that you suffer in the sale of your home in Houston. The
reimbursement of expenses listed in (i), (ii) and (iii) above shall not
exceed $120,000.

     5. PROPRIETARY INFORMATION. You will be required to sign Embarcadero
Technologies' standard employee confidential information and inventions

     6. SEVERANCE. Your employment will be at will, which means that either
you or Embarcadero Technologies may terminate your employment at any time
with or without "cause" (as defined below). However, in the event you are
terminated without cause by the Company, you will be entitled to severance
pay in an amount equal to 6 months' base salary (which will be payable in
monthly installments) and the Company will also continue to pay your medical
and dental benefits in accordance with the benefits you were receiving at the
time of your termination for six months. In addition, if you are terminated
without cause by the Company during the first year of your employment, 25% of
your options shall become vested; or, if you are terminated without cause
after the first year of your employment, your option shall continue to vest
during the six months that you are receiving severance payments.


Mr. Raj Sabhlok
January 24, 1999

Page 3

          In the event that you voluntarily leave the Company or you are
terminated by the Company with cause, no severance pay will be due to you.
"Cause" shall mean (a) fraud or illegal acts; (b) material violation with
consequential damages to the Company of Company agreements, including the
Company's confidential information and inventions agreements; (c) material
failure to perform your job function to a reasonable standard after notice of
such failure has been given to you by the Board and you have had a 15
business-day period to cure such failure or (d) any other reason deemed cause
under applicable California law.

     7. ARBITRATION. In the event of any dispute arising out of or relating
to your employment relationship or its termination (including without
limitation claims for breach of contract, wrongful termination, or age, race,
sex, disability or other discrimination) 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 under the Employment Dispute Resolution Rules of the American
Arbitration Association in San Francisco County, California, rather than
litigate the dispute in court; provided that this arbitration provision shall
not apply to any dispute relating to or arising out of the alleged misuse of
misappropriation of Embarcadero Technologies' trade secrets or proprietary
information. In the event of arbitration, the arbitrator shall be allowed to
assess costs.

     8. TERM OF OFFER. This offer will remain in effect until 5:00 p.m.
(Pacific Standard Time) on January 27, 2000.

     9. OTHER. You have informed the Company that your current employer may
assert that you have breached the terms of your option agreement by accepting
employment with the Company. Although both you and the Company believe that
any such assertion by your current employer has no merits as the Company is
not in a business competitive with the business of your current employer, the
Company has agreed to reimburse you 70% of any actual lost profits you
suffer, which arises from your current employer successfully asserting that
you have breached the terms of your option agreement by being employed by the
Company. Such reimbursement shall be made to you in cash or common stock of
the Company, as determined by the Company in its sole discretion, and paid
within five days of any final judgment against you. The Company also agrees
to pay the reasonable costs of defending you against any such claim made by
your currently employer, in an amount not to exceed $50,000 in the aggregate.

          I am enthusiastic about your joining Embarcadero Technologies and
look forward to working with you.


Mr. Raj Sabhlok
January 24, 2000

Page 4

                                             Very truly yours,

                                             /s/ Stephen Wong

                                             Stephen Wong

Date: January 24, 2000

/s/ Raj Sabhlok
Raj Sabhlok