**Exhibit 10.5**

GROUP I 

SEVERANCE AGREEMENT 

THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of February 8, 2007 is made and entered by and between Novell, Inc., a Delawarecorporation (the “Company”), and John Dragoon (the “Executive”). 

WITNESSETH: 

WHEREAS, the Executive is a senior executive of the Company and is expected to make major contributions to the short- and long-term profitability,growth and financial strength of the Company: 

WHEREAS, the Board (as defined below) has determined that appropriate arrangements should betaken to encourage the continued attention and dedication of the Executive to his assigned duties without distraction; and 

WHEREAS, inconsideration of the Executive’s employment with the Company, the Company desires to provide the Executive with certain compensation and benefits set forth in this Agreement in order to ameliorate the financial and career impact on theExecutive in the event the Executive’s employment with the Company is terminated for a reason related to, or unrelated to, a Change in Control (as defined below) of the Company. 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby,the Company and the Executive agree as follows: 

1. Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have thefollowing meanings when used in this Agreement with initial capital letters: 

“Base Pay” means the greater of(i) theExecutive’s annual base salary rate, exclusive of bonuses, commissions and other Incentive Pay, as in effect immediately preceding the Executive’s Termination Date, or (ii) the Executive’s highest annual base salary rate,exclusive of bonuses, commissions and other Incentive Pay, as in effect in any of the three (3) full calendar years preceding the Executive’s Termination Date. 

“Board” means the Board of Directors of the Company. 

“Cause”: 

For purposes of Involuntary Termination Prior to a Change in Control. means a determination by the Company’s Chief Executive Officeror Senior Vice President-People, in either case with legal advice and consultation of the Company’s Senior Vice President – General 

Counsel. acting in his authority as the Company’s general counsel, that the Executive has committed any of the following acts: 

ued violations of the Executive’s obligations which are demonstrably willful or deliberate on the 

tive’s part after there has been delivered to the Executive a written demand for performance from the 

any which describes the basis for the Company’s belief that the Executive has willfully or deliberately 

ed his obligations to the Company; 

ng inwillful misconduct which is injurious to the Company or any Subsidiary; 

itting a felony, an act of fraud against or the misappropriationof property belonging to the Company or 

ibsidiary: 

ing, in any material respect, terms of any confidentiality or proprietary information agreement between 

ecutive and the Company; or 

itting a material violation of the Company’s Code of Business Ethics or Employee Conduct andStandards 

, as either or both are in effect from time to time by the Company. 

For purposes of Involuntary Termination Associated With a Change in Control, means a determination by the Board that the Executive has committed any ofthe following acts: 

ecutive has been convicted of a criminal violation involving fraud, embezzlement or theft in connection 

is duties or in the course of his employment with the Company or any Subsidiary; or 

ecutive has committed intentional wrongful disclosure of secret processes or confidential information of 

mpany or any Subsidiary; and any such act has been demonstrably and materially harmful to the 

my. For purposes of this subparagraph (B), no act on the part of the Executive will be deemed 

tional” if it was due primarily to an error in judgment or negligence, but will be deemed “intentional” if 

y the Executive not in good faith and without reasonable belief that the Executive’s action was in the best 

t of the Company. 

thstanding the foregoing,the Executive will not be deemed to have been terminated for “Cause” under 

iuse (ii) unless and until there has beendelivered to the Executive a copy of a resolution duly adopted by 

 

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irmative vote of not less than three-quarters of the members of the Board then in office at a meeting ofthe 

finding that, in the good faith opinion of the Board, the Executive has committed an act constituting 

,” as herein defined, and specifying the particulars thereof in detail. Prior to any such determination, the 

tive shall be provided with reasonable notice of such pending determination and the Executive, together 

is counsel (if the Executive chooses to have counsel present at such meeting), shall be provided with the 

unity to be heard before the Board makes any such determination. Nothing herein will limit the right of 

ecutive or his beneficiaries to contest the validity or propriety of any such determination. 

“Change in Control” means the occurrence of any of the following events: 

the acquisition by any individual, entity or group (within the meaning of section 1 3(d)(3) or 14(d)(2) of the Exchange Act)(a“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of the then outstanding Voting Stock of the Company: provided, however, that for purposesof this Section l(d)(i), the following acquisitions will not constitute a Change in Control: (A) any issuance of Voting Stock of the Company directly from the Company that is approved by the Incumbent Board (as defined in Section l(d)(ii),below). (B) any acquisition by the Company of Voting Stock of the Company. (C) any acquisition of Voting Stock of the Company by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or(D) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section l(d)(iii), below; and provided, further, that a Change in Control will notoccur if any Person becomes the beneficial owner of 25% or more of the combined voting power of the Voting Stock of the Company solely as a result of an issuance of Voting Stock described in clause (A) of this Section l(d)(i) or an acquisitionof Voting Stock described in clause (B) of this Section l(d)(i) unless and until such Person thereafter acquires beneficial ownership of Voting Stock of the Company that causes the aggregate percent of the combined voting power of the VotingStock of the Company then owned beneficially by such Person to exceed the percent of the combined voting power of Voting Stock of the Company owned beneficially by such Person immediately after such issuance or acquisition described in clause(A) or (B) of this Section l(d)(i); 

individuals who, as of the date hereof constitute the Board (the“Incumbent Board,” as modified by this Section l(d)(ii)), cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the date hereof whose election, ornomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in whichsuch person is named as a nominee for director, without objection to such nomination) will be deemed to have then been a member of the Incumbent Board, but excluding, for this purpose, any such individual 

 

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whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule l4a-11 of the Exchange Act)with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; 

consummation of a reorganization, merger or consolidation, a sale or other disposition of all or substantially all of the assets of theCompany, or other transaction (each, a “Business Combination”), unless, in each case, immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners ofVoting Stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such BusinessCombination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (B) no Person (otherthan the Company; such entity resulting from such Business Combination; any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from such Business Combination; or any Person whoimmediately prior to such Business Combination beneficially owned directly or indirectly 25% or more of the combined voting power of the voting stock of the Company and whose ownership of such Voting Stock did not result in a Change in Control underSection l(d)(i)) beneficially owns, directly or indirectly, 25% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C) at least a majority of themembers of the Board of Directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination;or approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1 (d)(iii). 

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1986. as amended. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Constructive Termination Associated With a Change in Control” means the termination of the Executive’s employment with the Company by the Executive as a result of the occurrence of one of the followingevents, without the Executive’s express written consent, as a result of a Change in Control: 

the failure to elect orreelect or otherwise to maintain the Executive in the office or the position, or an equivalent office or position, of or with the Company and/or a Subsidiary (or any successor thereto by operation of law or otherwise), as the case may be, which theExecutive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Company and/or a Subsidiary (or any successor thereto) if the Executive has been a Director of the Company and/or a Subsidiary immediatelyprior to the Change in Control; 

 

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the failure of the Company to remedy any of the following within ten (10) businessdays after receipt by the Company of written notice thereof from the Executive: (A) an adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company and anySubsidiary which the Executive held immediately prior to the Change in Control, (B) a reduction in the aggregate of the Executive’s Base Pay, Incentive Pay, and Equity Compensation, or (C) the termination or denial of theExecutive’s rights to Employee Benefits or a reduction in the scope or value thereof; 

a determination by the Executive(which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincingevidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change inControl, which has rendered the Executive unable to carry out, has hindered the Executive’s performance of, or has caused the Executive to suffer a reduction in, any of the authorities, powers, functions, responsibilities or duties attached tothe position held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) business days after written notice to the Company from the Executive of such determination; 

the liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of itsbusiness and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (by operation of law orotherwise) assumes all duties and obligations of the Company under this Agreement pursuant to Section 15(a); 

arequirement by the Company that the Executive have his principal location of work changed to any location that is in excess of thirty-five (35) miles from the location thereof immediately prior to the Change in Control. or that the Executivetravel away from his office in the course of discharging his responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prioryear) than was required of the Executive in any of the three (3) full years immediately prior to the Change in Control; pr 

without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within ten (10) business days after receipt by the Companyof written notice from the Executive of such breach. 

In no event shall the termination of the Executive’s employmentwith the Company on account of the Executive’s death or Disability or because the Executive engaged in conduct constituting Cause be deemed to be a Constructive Termination Associated With a Change in Control. 

 

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“Constructive Termination Prior to a Change in Control” means the termination of theExecutive’s employment with the Company by the Executive as a result of the occurrence of one of the following events, without the Executive’s express written consent: 

a comprehensive and substantial reduction in all or most of the Executive’s primary duties, authority and responsibilities comparedto the Executive’s duties, authority and responsibilities immediately prior to such reduction; 

a significant reductionin the Executive’s Base Pay compared to the Executive’s Base Pay in effect immediately prior to such reduction; provided, however, that a reduction in the Executive’s Base Pay of less than twenty percent (20%) or a reduction inthe Executive’s Base Pay that is part of an overall reduction in compensation also applied to other senior executives of the Company as a result of decreased business performance by the Company or one of its business units, shall not constitutea Constructive Termination Prior to a Change in Control; or 

the failure of the Company to obtain the assumption of thisAgreement by any successors. 

In no event shall the termination of the Executive’s employment with the Company onaccount of the Executive’s death or Disability or because the Executive engaged in conduct constituting Cause be deemed to be a Constructive Termination Prior to a Change in Control. 

“Disability” means the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefitspursuant to, the long-term disability plan in effect for, or applicable to, the Executive. 

“Employee Benefits” means theperquisites, benefits and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans, programs or arrangements in which the Executive is entitled to participate, including, withoutlimitation, any stock option, performance share, performance unit, stock purchase, stock appreciation, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation,group or other life, health, medical/hospital or other insurance (whether funded by actual insurance or self-insured by the Company or a Subsidiary). disability, salary continuation, expense reimbursement and other employee benefit policies, plans,programs or arrangements that may now exist or any equivalent successor policies, plans, programs or arrangements that may be adopted hereafter by the Company or a Subsidiary, providing perquisites, benefits and service credit for benefits at leastas great in the aggregate as are payable thereunder. 

“Equity Compensation” means any stock option, stock appreciation, stockpurchase, restricted stock, restricted stock unit, long term incentive cash bonus award or any other kind of equity-based plan, program, arrangement or grant regardless of whether the form of distribution is in stock or cash. 

 

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“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Incentive Pay” means the greater of: (i) the Executive’s maximum Target Bonus for which the Executive was eligible during the periodthat includes the Termination Date, or (ii) the highest aggregate bonus or incentive payment paid to the Executive during any of the three (3) full calendar years prior to his Termination Date. For purposes of this definition, “TargetBonus” means the annual bonus, incentive, commission or other sales incentive compensation, or comparable incentive payment opportunity which, in the sole discretion of the Company, is deemed to constitute a Target Bonus, in addition to BasePay, for which the Executive was eligible to receive, but did not receive prior to his Termination Date, in regard to services rendered in the year covered by the Executive’s Termination Date and is to be made pursuant to any bonus, incentive,profit-sharing, performance, discretionary pay or similar agreement, policy, plan, program or arrangement (whether or not funded) of the Company or a Subsidiary, or any successor thereto. For purposes of this definition, “Incentive Pay”does not include any Equity Compensation, one time bonus or payment (including, but not limited to, any sign-on bonus), any amounts contributed by the Company for the benefit of the Executive to any qualified or nonqualified deferred compensationplan, whether or not provided under an arrangement described in the prior sentence, or any amounts designated by the parties as amounts other than Incentive Pay. 

“Involuntary Termination Associated With a Change in Control” means the termination of the Executive’s employment related to a Change in Control: (i) by the Company for any reason other than Cause,the Executive’s death or the Executive’s Disability, or (ii) on account of a Constructive Termination Associated with a Change in Control. 

“Involuntary Termination Prior to a Change in Control” means the termination of the Executive’s employment unrelated to a Change in Control: (i) by the Company for any reason other than Cause, theExecutive’s death or the Executive’s Disability, or (ii) on account of a Constructive Termination Prior to a Change in Control. 

“Restricted Business” means, 

if the Executive is entitled to severance benefits under this Agreement onaccount of an Involuntary Termination Prior to a Change in Control. (A) the design, development, manufacture, marketing or support of local or wide area network products, computer operating systems, applications products, software products orservices that enable organizations to more effectively conduct business using the Web, or any other software products of the type designed, developed, manufactured, sold or supported by the Company or as proposed to he designed, developed,manufactured, sold or supported by the Company pursuant to a development project that is actually being pursued during the term of this Agreement; (B) any business that performs technology and consulting services that help businesses developand accelerate their transition to Internet-based c-business solutions and processes, or management services that assist businesses in improving their operating processes; or (C) any business that competes directly or indirectly with thehardware, software or consulting businesses of the Company. 

 

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if the Executive is entitled to severance benefits under this Agreement on account of anInvoluntary Termination Associated With a Change in Control, any business function with a direct competitor of the Company that is substantially similar to the business function performed by the Executive with the Company immediately prior to hisTermination Date. 

“Restricted Territory” means the counties, towns, cities or states of any country in which the Companyoperates or does business. 

“Severance Period” means the twelve (12) month period after the Executive’s TerminationDate. 

“Subsidiary” means any Company controlled affiliate. 

“Termination Date” means the last day of the Executive’s employment with the Company. 

“Termination of Employment” means, except as provided in the following sentence, the termination of the Executive’s active employmentrelationship with the Company on account of an Involuntary Termination Prior to a Change in Control or an Involuntary Termination Associated With a Change in Control. For purposes of the non-solicitation provision of Section 11 of theAgreement, the term “Termination of Employment” shall mean the termination of the Executive’s employment relationship with the Company for any reason, including, but not limited to, the Executive’s Involuntary Termination Priorto a Change in Control, Involuntary Termination Associated With a Change in Control, voluntary termination, termination on account of Disability, or termination by the Company for Cause. 

“Voting Stock” means securities entitled to vote generally in the election of directors. 

2. Termination Prior to a Change in Control. 

Involuntary Termination Prior to a Change in Control. In the event the Executive’s employment is terminated on account of an Involuntary Termination Prior to a Change in Control, the Executive shall be entitled to the benefitsprovided in subsection (b) of this Section 2. 

Compensation and Benefits Upon Involuntary Termination Prior to a Change inControl. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date: 

150% of his Base Pay. Unless a different payment stream is made pursuant to Section 13(b) of this Agreement, such Base Pay shall bepaid to the Executive in equal installments over the Severance Period, consistent with the Company’s normal payroll practices, commencing with the first administratively practicable payroll period that occurs after the period during which theExecutive’s right to revoke his acceptance to the terms of the Release has expired. 

 

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The Executive shall receive his pro rated Incentive Pay for the year in which hisTermination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive’s Incentive Pay for the year in which the Executive’s Termination Date occurs, multiplied by a fraction, the numerator of which is the number ofdays during which the Executive was employed by the Company in the year of his termination and the denominator of which is 365. Unless a different payment stream is made pursuant to Section 13(b) of this Agreement, such pro rated Incentive Payshall be paid to the Executive in equal installments over the Severance Period, consistent with the Company’s normal payroll practices, commencing with the first administratively practicable payroll period that occurs after the period duringwhich the Executive’s right to revoke his acceptance to the terms of the Release has expired. 

Commencing on the monthimmediately following the month in which his Termination Date occurs, the Executive shall continue to receive for a twelve (12) month period the medical and dental coverage in effect on his Termination Date (or generally comparable coverage)for himself and, where applicable, his spouse and dependents, at the same premium rates as may be charged from time to time for employees of the Company generally, as if the Executive had continued in employment with the Company during such period;provided, however, that in the event that such continuation coverage violates applicable law or results in a material adverse tax effect to the Company or the Executive, the Company shall pay the Executive cash in lieu of such coverage in an amountequal to the Executive’s after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage isprovided). If the Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B ofthe Code, shall commence immediately after the foregoing twelve (12) month period, with such continuation coverage continuing until the earlier of (A) the end of the applicable COBRA health care continuation coverage period or (B) thedate on which the Executive is covered by the medical and dental coverage of his successor employer, if any. 

With respectto any Company stock options held by the Executive as of his Termination Date, the Company shall accelerate the vesting of that portion of the Executive’s stock options, if any, which would have vested and become exercisable within the one(1) year period after the Executive’s Termination Date, such options, plus any other options that previously became exercisable and have not expired or been exercised, shall remain exercisable, notwithstanding anything in any otheragreement governing such options, for the longer of (A) a period of six (6) months after the Executive’s Termination Date, or (B) the period set forth in the award agreement covering the option (collectively, the “Pre-Changein Control Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original term or, if not addressed in the grant agreement, then not later than the latest date that will avoid adverse taxconsequences to the Executive (if such date is earlier than the Pre-Change in Control Option Expiration Date). 

With respectto any shares of Company common stock held by the Executive as of his Termination Date that are subject to the Company’s repurchase right upon termination of the 

 

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Executive’s employment (“Restricted Stock”), the Company shall waive such repurchase rights as to the number of shares of Restricted Stockthat would have vested within the one (1) year period after the Executive’s Termination Date. 

To cover the costof outplacement assistance services for the Executive that are actually provided by an outplacement agency selected by the Executive, for which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount notto exceed twenty percent (20%) of the Executive’s Base Pay. 

The Executive shall receive any amounts earned,accrued or owing but not yet paid to the Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company. 

3. Termination Associated With a Change in Control. 

Involuntary Termination Associated With a Change in Control. In the event the Executive’s employment is terminated after, or in connection with, a Change in Control, on account of (i) an Involuntary Termination AssociatedWith a Change in Control within the two (2) year period after the Change in Control, or (ii) an Involuntary Termination Associated With a Change in Control that occurs (A) not more than six (6) months prior to the date on which aChange in Control occurs or (B) following the commencement of any discussion with a third person that ultimately results in a Change in Control, the Executive shall be entitled to the benefits provided in subsection (b) of thisSection 3. If the Executive is entitled to benefits described in this Section 3 by reason of clause (a)(ii) above, the Executive shall receive the compensation and benefits described in Section 2(b) above after his Termination ofEmployment, in accordance with the provisions of Section 2(b), regardless of whether the Change in Control actually occurs, and the Executive shall receive the additional compensation and benefits described in Section 3(b) below only ifthe Change in Control is consummated and shall receive such additional amounts after the consummation of the Change in Control, in accordance with the provisions of Section 3(b) below. For purposes of subsection 3(a)(ii)(B) above, to beeligible to receive amounts described in Section 3(b) below, the Change in Control must be consummated within the twelve (12) month period following the Executive’s Termination Date, except in circumstances pursuant to which theconsummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such acircumstance, the remaining of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event. 

Compensation and Benefits Upon Involuntary Termination Associated With a Change in Control. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 3occurs, the Company shall pay and provide to the Executive after his Termination Date: 

Lump sum cash payment equal to(A) two (2) times Base Pay, plus (B) two (2) times Incentive Pay. Unless the payment is delayed pursuant to Section 13(b) of this Agreement, 

 

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this lump sum cash payment shall he paid to the Executive within thirty (30) days after the Executive’s Termination Date (or the end of therevocation period for the Release, if later). 

Lump sum cash payment equal to Executive’s pro rated Incentive Pay forthe year in which his Termination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive’s Incentive Pay for the year in which the Executive’s Termination Date occurs, multiplied by a fraction, the numerator ofwhich is the number of days during which the Executive was employed by the Company in the year of his termination and the denominator of which is 365. Unless the payment is delayed pursuant to Section 13(h) of this Agreement, this lump sumpayment shall be paid to the Executive within thirty (30) days after the Executive’s Termination Date (or the end of the revocation period fir the Release, if later). 

Commencing with the month immediately following the month in which his Termination Date occurs, the Executive shall continue to receivefor a twenty-four (24) month period the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, at the same premium rates as may be chargedfrom time to time for employees generally, as if the Executive had continued in employment during such period; provided. however, that in the event that such continuation coverage violates applicable law or results in a material adverse tax effectto the Company or the Executive, the Company shall pay the Executive cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company(or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). If the Executive does not receive the cash payment described in the preceding sentence, the Company shall take allcommercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B of the Code, shall commence immediately after the foregoing twenty-four (24) month period, with such continuation coveragecontinuing until the earlier of(A) the end of the applicable COBRA health care continuation coverage period or (B) the date on which the Executive is covered by the medical and dental coverage of his successor employer, if any. 

Lump sum cash payment equal to the total amount that the Executive would have received under the Company’s 40 1(k) plan as a Companymatch if the Executive was eligible to participate in the Company’s 401(k) plan for the twenty-four (24) month period after his Termination Date and he contributed the maximum amount to the plan for the match. Unless the payment is delayedpursuant to Section 13(b) of this Agreement, this lump sum payment shall be paid to the Executive within thirty (30) days after the Executive’s Termination Date (or the end of the revocation period for the Release, if later).

Lump sum cash payment equal to the total premiums that the Company would have paid under the Executive’s split-dollarlife insurance policy, if any, that is in effect immediately prior to his Termination Date, if the Executive was employed by the Company for the twenty-four (24) month period following the Executive’s Termination Date; provided, however,that if the remaining length of the term of the split-dollar arrangement pursuant to which the Company must make premium payments is less than the foregoing twenty-four (24) month period, the Executive shall only receive a lump sum cash paymentequal to the remaining 

 

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Company premiums for the term of the arrangement. Unless payment is delayed pursuant to Section 13(b) of this Agreement, this lump sum payment shall bepaid to the Executive within thirty (30) days after the Executive’s Termination Date (or the end of the revocation period for the Release, if later). Notwithstanding the foregoing, no payment shall be made to the Executive pursuant to thisclause (v) if on the Executive’s Termination Date, either the Executive does not have a split-dollar life insurance policy with the Company or the Company has no obligations to make premium contributions to the Executive’ssplit-dollar life insurance policy. 

Lump sum cash payment equal to twenty percent (20%) of the Executive’s BasePay in order to cover the cost of outplacement assistance services for the Executive. Unless payment is delayed pursuant to Section 13(b) of this Agreement, this lump sum payment shall be paid to the Executive within thirty (30) days afterthe Executive’s Termination Date (or the end of the revocation period for the Release, if later). 

The Executive shallreceive any amounts earned, accrued or owing but not yet paid to the Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of theCompany. 

Equity Compensation. Notwithstanding any provision to the contrary in any applicable plan, program or agreement, or anycontrary provision in this Agreement in the event that either or both of the following occur: 

a Change in Control in whichthe Executive’s employment is terminated on account of an Involuntary Termination Associated with a Change in Control; or 

a Change in Control occurs, but the acquirer or successor fails to provide the Executive with equity compensation rights substantially comparable in value to the Executive’s unvested equity compensation rights immediately prior to theChange in Control; 

then all stock options, Restricted Stock and other equity rights held by the Executive will become fullyvested and/or exercisable, as the case may be, as of the date of the Executive’s Termination Date in the case of clause (i) or as of the date of the Change in Control in the case of clause (ii), and all stock options held by the Executiveshall remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (i) a period of twenty-four (24) months after the Executive’s Termination Date, or (ii) the period set forth inthe award agreement covering the option (collectively, the “Change in Control Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original term or, if not addressed in the grantagreement, then not later than the latest date that will avoid adverse tax consequences to the Executive (if such date is earlier than the Change in Control Option Expiration Date). 

For purposes of clause (ii) above, equity compensation provided by the acquiror or successor shall be deemed substantially comparableto the Executive’s unvested equity compensation rights immediately prior to the Change in Control only if (A) such unvested equity compensation rights are assumed by the acquiror or successor on the same basis (including the 

 

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same exchange ratio) as is provided to non-employee holders of such equity or, if none, on a basis substantially identical to such basis or (B) suchunvested equity compensation rights are replaced by equity compensation rights granted by the acquiror or successor which rights are materially identical in value to (employing the same equity valuation methodology as the Company employed forfinancial accounting purposes immediately prior to the Change in Control) and are subject to the same vesting schedule as was applicable to the unvested equity compensation rights held by the Executive immediately prior to the Change in Control.

4. Termination of Employment on Account of Disability, Cause or Death. Notwithstanding anything in this Agreement to the contrary, if theExecutive’s employment terminates on account of Disability, the Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers the Executive. and the Executive shall not beconsidered to have terminated employment under this Agreement and shall not receive benefits pursuant to Sections 2 and 3 hereof. If the Executive’s employment terminates on account of Cause or because of his death, the Executive shall not beconsidered to have terminated employment under this Agreement and shall not receive benefits pursuant to Sections 2 and 3 hereof 

5. Release.Notwithstanding the foregoing. no such payments shall be made or benefits provided unless the Executive executes, and does not revoke, the Company’s standard written release, substantially in the form as attached hereto as Annex A, (the“Release”), of any and all claims against the Company and all related parties with respect to all matters arising out of the Executive’s employment by the Company (other than entitlements under the terms of this Agreement or under anyother plans or programs of the Company in which the Executive participated and under which the Executive has accrued or become entitled to a benefit) or a termination thereof 

6. Enforcement. Without limiting the rights of the Executive at law or in equity, if the Company fails to make any payment or provide any benefit required to be made or provided hereunder on a timely basis, theCompany will pay interest on the amount or value thereof at an annualized rate of interest equal to the so-called composite “prime rate” as quoted from time to time during the relevant period in the Eastern Edition of The Wall StreetJournal. Such interest will be payable as it accrues on demand. Any change in such prime rate will be effective on and as of the date of such change. 

7. Certain Additional Payments by the Company. 

The provisions of this Section 7 shall apply notwithstanding anythingin this Agreement to the contrary. Subject to subsection (b) below, in the event that it shall be determined that any payment, benefit provided or distribution by the Company to or for the benefit of the Executive, whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the Company shall pay the Executivean additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any excise tax imposed under section 4999 of the Code, and any federal, state and local income tax, employment tax, excisetax and other tax imposed upon the Gross-Up Payment, shall be equal to 

 

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the Payment. The right to each payment of such amount shall vest as of the day on which the payment determination is made, and each such payment shall bemade on the thirtieth (30th) day following the vesting date. 

Notwithstanding subsection (a), and notwithstanding any other provisionsof this Agreement to the contrary, if the net after-tax benefit to the Executive of receiving the Gross-Up Payment does not exceed the Safe Harbor Amount (as defined below) by more than 10% (as compared to the net-after tax benefit to the Executiveresulting from elimination of the Gross-Up Payment and reduction of the Payments to the Safe Harbor Amount), then (i) the Company shall not pay the Executive the Gross-Up Payment and (ii) the provisions of subsection (c) below shallapply. The term “Safe Harbor Amount” means the maximum dollar amount of parachute payments that may he paid under section 280G of the Code without imposition of an excise tax under section 4999 of the Code. 

The provisions of this subsection (c) shall apply only if the Company is not required to pay the Executive a Gross-Up Payment as a result ofsubsection (h) above. If the Company is not required to pay the Executive a Gross-Up Payment as a result of the provisions of subsection (b), the Company will apply a limitation on the Payment amount as set forth in clause (i) below (a“Parachute Cap”) if the application of the Parachute Cap is beneficial to the Executive, according to the following provisions: 

If clause (ii) does not apply, the aggregate present value of the Payments under Section 3 of this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “ReducedAmount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the limitation of deduction under section 280G of the Code. For purposes ofthis Section 7, “present value” shall be determined in accordance with section 280G(d)(4) of the Code. 

It is the intentionof the parties that the Parachute Cap apply only if application of the Parachute Cap is beneficial to the Executive. Therefore, if the net amount that would be retained by the Executive under this Agreement without the Parachute Cap, after paymentof any excise tax under section 4999 of the Code, exceeds the net amount that would be retained by the Executive with the Parachute Cap, then the Company shall not apply the Parachute Cap to the Executive’s payments. In that event, neither theParachute Cap nor the Gross-Up Payment will apply to the Executive. 

All determinations to be made under this Section 7 shall be madeby the nationally recognized independent public accounting firm used by the Company immediately prior to the Change in Control (“Accounting Firm”), which Accounting Firm shall provide its determinations and any supporting calculations tothe Company and the Executive within ten days of the Executive’s termination date. If any Gross-Up Payment is required to be made, the Company shall make the Gross-Up Payment within ten days after receiving the Accounting Firm’scalculations. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. 

 

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All of the fees and expenses of the Accounting Firm in performing the determinations referred to in thisSection 7 shall be borne solely by the Company. 

8. No Mitigation Obligation. The Company hereby acknowledges that it will be difficult and maybe impossible for the Executive to find reasonably comparable employment following the Termination Date. Accordingly, the payment of the severance compensation by the Company to the Executive in accordance with the terms of this Agreement is herebyacknowledged by the Company to be reasonable, and the Executive will not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor will any profits, income, earnings or otherbenefits from any source whatsoever create any mitigation, offset, reduction or any other obligation on the part of the Executive hereunder or otherwise. 

9. Legal Fees and Expenses. In the event of a Change in Control, it is the intent of the Company that the Executive not he required to incur legal fees and the related expenses associated with the interpretation, enforcement ordefense of the Executive’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would detract from the benefits intended to he extended to the Executive hereunder. 

Accordingly, if a Change in Control occurs and it should appear to the Executive that the Company has failed to comply with any of its obligations underthis Agreement or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recoverfrom. the Executive the benefits provided or intended to be provided to the Executive under Section 3(b) of the Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of the Executive’s choice, atthe expense of the Company as hereafter provided, to advise and represent the Executive in connection with any such interpretation, enforcement or defense, including without limitation the initiation or defense of any litigation or other legalaction, whether by or against the Company or any Director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and suchcounsel, the Company irrevocably consents to the Executive’s entering into an attorney-client relationship with such counsel, and in that connection the Company and the Executive agree that a confidential relationship will exist between theExecutive and such counsel. Without respect to whether the Executive prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related feesand expenses incurred by the Executive in connection with any of the foregoing; provided that, in regard to such matters, the Executive has not acted frivolously, in bad faith or with no colorable claim of success. Such expenses will be paid by theCompany on the thirtieth day following its receipt of adequate substantiation to support payment of the expense amount. 

10. Confidentiality. TheExecutive hereby covenants and agrees that he will not disclose to any person not employed by the Company, or use in connection with engaging in competition with the Company, any confidential or proprietary information (as defined below) of theCompany. For purposes of this Agreement, the term “confidential or proprietary information” will include all information of any nature and in any form that is owned by the Company and that 

 

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is not publicly available (other than by the Executive’s breach of this Section 10) or generally known to persons engaged in businesses similar orrelated to those of the Company. Confidential or proprietary information will include, without limitation, the Company’s financial matters, customers, employees, industry contracts, strategic business plans, product development (or otherproprietary product data), marketing plans, consulting solutions and processes, and all other secrets and all other information of a confidential or proprietary nature which is protected by the Uniform Trade Secrets Act. For purposes of thepreceding two sentences, the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). The foregoing obligations imposed by this Section 10 will not apply (i) in the course of the businessof and for the benefit of the Company, (ii) if such confidential or proprietary information has become, through no fault of the Executive, generally known to the public, or (iii) if the Executive is required by law to make disclosure(after giving the Company notice and an opportunity to contest such requirement). 

11. Covenants Not to Compete and Not to Solicit. In the event ofthe Executive’s Termination of Employment, the Company’s obligations to provide severance pay as provided in Sections 2 and 3 shall he expressly conditioned Upon the Executive’s covenants not to compete and not to solicit as providedherein. In the event the Executive breaches his obligations to the Company as provided herein, the Company’s obligations to make severance payments to the Executive pursuant to Sections 2 and 3 shall cease, without prejudice to any otherremedies that may be available to the Company. 

Covenant Not to Compete. 

If the Executive is receiving compensation and benefits under Section 2(b) above, then for a period of nine (9) months followingthe Executive’s Termination Date, the Executive shall not directly or indirectly, engage in (whether as employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in a financing,operation, management or control of any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of the Board. For this purpose, ownership of no more than 5% of the outstandingVoting Stock of a publicly traded corporation shall not constitute a violation of this provision. 

If the Executive isreceiving compensation and benefits under Section 3(b) above (or subsequently becomes entitled to severance under Section 3(b) above because of a termination described in Section 3(a)(ii)), then for a period of one (1) yearfollowing the Executive’s Termination Date, the Executive shall not directly or indirectly, engage in (whether as employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in afinancing, operation, management or control of any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of the Board. For this purpose, ownership of no more than 5% of theoutstanding Voting Stock of a publicly traded corporation shall not constitute a violation of this provision. 

Covenant Not toSolicit. The Executive shall not, for a period of two (2) years after the Executive’s Termination Date for any reason: (i) solicit, encourage or take any other action which is intended to induce any other employee of the Companyto terminate his employment 

 

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with the Company; or (ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee of theCompany. The foregoing shall not prohibit Executive or any entity with which the Executive may be affiliated from hiring a former employee of the Company, provided that such hiring results exclusively from such former employee’s affirmativeresponse to a general recruitment effort. 

Interpretation. The covenants contained herein are intended to be construed as a seriesof separate covenants, one for each county, town, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained inthe preceding subsections. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such subsections, then such unenforceable covenant (or such part) shall he deemed tobe eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. 

Reasonableness. In the event that the provisions of this Section 11 shall ever be deemed to exceed the time, scope or geographic limitationspermitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws. 

12. Employment Rights. Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or the Executive to have the Executive remain in the employment of the Company orany Subsidiary prior to or following any Change in Control. 

13. Certain Tax Matters. 

Withholding. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company isrequired to withhold pursuant to any applicable law, regulation or ruling. 

Effect of Section 409A of the Code. The partiesintend that the provisions of this Agreement will operate in a manner that will avoid adverse federal income tax consequences under section 409A of the Code. If a payment under this Agreement to the Executive is subject to the requirements ofsection 409A of the Code, the Executive hereby acknowledges and agrees that the Company may take any actions deemed necessary in its sole discretion to avoid adverse federal income tax consequences under section 409A of the Code and that such actionmay be taken without the consent of the Executive, including, but not limited to, delaying the commencement of any payment under this Agreement for six (6) months from the Executive’s Termination Date if it is determined that as of suchTermination Date, the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and corresponding regulations, and such amounts are deemed as deferred compensation subject to the requirements of section409A of the Code. 

Time of Payment. If a payment is not made by the designated payment date under this Agreement, the payment willbe made in any event by the later of (i) the end of the calendar year 

 

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in which the designated payment date occurs or (ii) the 15th day of the third calendar month following the designated payment date, or such other dateas may be permitted by section 409A of the Code and the regulations thereunder. 

14. Term of Agreement. This Agreement shall continue in full forceand effect for the duration of the Executive’s employment with the Company; provided, however, that after the termination of the Executive’s employment during the term of this Agreement, this Agreement shall remain in effect until all ofthe obligations of the parties hereunder are satisfied or have expired. 

15. Successors and Binding Agreement. 

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all orsubstantially all of the business or assets of the Company. by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Companywould be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly orindirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for the purposes of thisAgreement), but will not otherwise be assignable, transferable or delegable by the Company. 

This Agreement will inure to the benefit ofand be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees. This Agreement will supersede the provisions of any employment or other agreement between theExecutive and the Company that relate to any matter that is also the subject of this Agreement, and such provisions in such other agreements will be null and void. 

This Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expresslyprovided in Sections 15(a) and 15(b). Without limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a securityinterest, or otherwise, other than by a transfer by the Executive’s will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company will have noliability to pay any amount so attempted to be assigned, transferred or delegated. 

16. Notices. For all purposes of this Agreement, allcommunications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronicfacsimile transmission (with receipt thereof orally confirmed by the recipient), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three(3) business days after having been sent by a 

 

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nationally recognized courier service for overnight/next-day delivery, such as FedEx, UPS, or the United States Postal Service, addressed to the Company (tothe attention of the Secretary of the Company) at its principal executive office and to the Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, exceptthat notices of changes of address will be effective only upon receipt. 

17. Governing Law. The validity, interpretation, construction andperformance of this Agreement will be governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws of such Commonwealth. 

18. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable orotherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to theextent (and only to the extent) necessary to make it enforceable, valid or legal. 

19. Miscellaneous. 

Except as provided in subparagraph (h) below or pursuant to Section 13(b), no provision of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of thisAgreement to be performed by such other party vi11 he deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied withrespect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. References to Sections are to references to Sections of this Agreement. Any reference in this Agreement to a provision of astatute, rule or regulation will also include any successor provision thereto. Whenever used herein, the masculine includes the feminine. 

Notwithstanding any contrary provision of this Agreement, the Company may modify benefits otherwise payable or to be provided under this Agreement without obtaining the Executive’s consent to such modification to the extent that theCompany determines in its sole discretion that such modification is necessary or appropriate in order to effect compliance with applicable law or regulatory requirements. 

20. Survival. Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections 2, 3, 7, 9, 10, and 11 will survive any termination orexpiration of this Agreement or the termination of the Executive’s employment for any reason whatsoever. 

21. Counterparts. This Agreement maybe executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same agreement. 

[SIGNATURE PAGE FOLLOWS] 

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of thedate first above written. 

 
NOVELL, INC.  By: /s/ Ronald W. Hovsepian  2/8/07Name: Ronald W. Hovsepian   Title: President and Chief Executive Officer   
 
EXECUTIVE  /s/ John Dragoon   John Dragoon   
 

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Annex A 

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE 

THIS SEPARATION OF EMPLOYMENT AGREEMENT ANDGENERAL RELEASE (the “Agreement”) is made as of this              day of                        ,             , by and betweenNovell, Inc. (the “Company”) and                          (“Executive”). 

WHEREAS, Executive formerly was employed by the Company as                        ; 

WHEREAS, Executive and Company entered into the Severance Agreement, dated             , 200_, (the “Severance Agreement”) whichprovides for certain benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Severance Agreement; 

WHEREAS, Executive and the Company mutually desire to terminate Executive’s employment on an amicable basis, such termination to be effective (“Date of Resignation”); and 

WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any andall disputes between them. 

NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows: 

1. (a) Executive, for and in consideration of the commitments of the Company as set forth in paragraph 6 of this Agreement, and intending to belegally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its affiliates, subsidiaries and parents, and its officers, directors, employees, and agents, and its and their respective successors and assigns, heirs, executors, andadministrators (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, whether known or unknown, or whichExecutive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Executive’s employment to the date of this Agreement, and particularly, but without limitation of theforegoing general terms, any claims arising from or relating in any way to Executive’s employment relationship with the Company, the terms and conditions of that employment relationship, and the termination of that employment relationship,including, but not limited to, any claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical LeaveAct of 1993, the Employee Retirement Income Security Act of 1974, [**State Fair Employment Practice Law**], and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, andany claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract ordiscrimination of any sort. 

 

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(b) To the fullest extent permitted by law, and subject to the provisions of paragraph 11below, Executive represents and affirms that (i) [**other than**                ,] Executive has not filed or caused to be filed on Executive’sbehalf any claim for relief against the Company or any Releasee and, to the best of Executive’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company or any Releasee on Executive’s behalf;(ii) [**other than**                ,] Executive has not reported any improper, unethical or illegal conduct or activities to any supervisor, manager,department head, human resources representative, agent or other representative of the Company, to any member of the Company’s legal or compliance departments, or to the ethics hotline, and has no knowledge of any such improper, unethical orillegal conduct or activities; and (iii) Executive will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company or any Releasee based upon or arising out of any act, omission,transaction, occurrence, contract, claim or event existing or occurring on or before the date of this Agreement. 

2. [**The Company, forand in consideration of the commitments of the Executive as set forth in this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Executive from all claims, demands or causes of action arising out offacts or occurrences prior to the date of this Agreement, but only to the extent the Company knows or reasonably should know of such facts or occurrence and only to the extent such claim, demand or cause of action relates to a violation ofapplicable law or the performance of Executive’s duties with the Company; provided, however, that this release of claims shall not in any case be effective with respect to any claim by the Company alleging a breach of the Executive’sobligations under this Agreement.**] 

[***Note: Paragraph 2 only applies if Executive is receiving severance benefits on account of an InvoluntaryTermination Associated With a Change in Control.***] 

3. In consideration of the Company’s agreements as set forth in paragraph 6herein, Executive agrees to be comply with the limitations described in Sections 10 and 11 of the Severance Agreement. 

4. Executivefurther agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time in thefuture, and that the Company has no obligation to employ him in the future. 

5. Executive further agrees that Executive will not disparageor subvert the Company, or make any statement reflecting negatively on the Company, its affiliated corporations or entities, or any of their officers, directors, employees, agents or representatives, including, but not limited to, any mattersrelating to the operation or management of the Company, Executive’s employment and the termination of Executive’s employment, irrespective of the truthfulness or falsity of such statement. 

6. In consideration for Executive’s agreement as set forth herein, the Company agrees: 

 

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[***Note: The following severance benefits would apply if the Executive has an Involuntary Termination Prior to aChange in Control.***] 

(i) [**to pay Executive 150% of Executive’s Base Pay (as defined in the SeveranceAgreement) [for the Severance Period (as defined in the Severance Agreement), payable in equal installments, consistent with the Company’s past payroll practices, commencing with the first payroll period that occurs after the period duringwhich Executive’s right to revoke Executive’s acceptance to the terms of this Agreement have expired.] or [, payable in a lump sum, within thirty (30) days after Executive’s Date of Resignation (or the end of therevocation period set forth in this Agreement, if later).**] 

(ii) **to pay Executive Executive’s pro ratedIncentive Pay (as defined in the Severance Agreement) for the year in which Executive’s Date of Resignation occurs. Such pro rated Incentive Pay shall be paid to Executive [*****for the Severance Period payable in equal installments,consistent with the Company’s past Payroll practices, commencing with the first payroll period that occurs after the period during which Executive’s right to revoke Executive’s acceptance to the terms of the Release hasexpired.*****] or [paid in a lump sum, within thirty (30) days after Executive’s Date of Resignation (or the end of the revocation period set forth in this Agreement, if later).**] 

(iii) [***for a period of twelve (12) months following Executive’s Date of Resignation, Executive shall continue to receivethe medical and dental coverage in effect on Executive’s Date of Resignation (or generally comparable coverage)for Executive and, where applicable, Executive’s spouse and dependents, as the same may be changed from time to time foremployees generally, as if Executive had continued in employment during such period.*****] or [*****pay Executive cash in a lump sum payment equal to Executive’s after-tax cost of continuing comparable medical and dentalcoverage for the twelve (12) month period following Executive’s Date of Resignation*****]. [*****The Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period undersection 4980B of the Code, shall commence immediately after the foregoing twelve (12) month benefit period, with such continuation coverage continuing until the earlier of (i) the end of the applicable COBRA health care continuationcoverage period or (ii) the date on which Executive is covered by the medical and dental coverage of Executive’s successor employer, if any.***] 

(iv) **with respect to any Company stock options held by the Executive as of Executive’s Date of Resignation, the portion ofExecutive’s stock options, if any, which would have vested and become exercisable within the one (1) year period after the Executive’s Date of Resignation shall become vested and exercisable as of Executive’s Date of Resignation,such options, plus any other options that previously became exercisable and have not expired or been exercised, to remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (A) a period of six(6) months after the Executive’s Date of Resignation, or (B) the period set forth in the award agreement covering the option, subject in either case only to the original term of the option.**

 

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**Any stock options held by Executive that are not exercisable as of the Executive’s Date of Resignation shall terminate as of the Executive’sDate of Resignation.**

****(v)**with respect to any shares of Company common stock that are held by the Executivethat are, at the time of Executive’s Date of Resignation, subject to the Company’s repurchase right upon termination of the Executive’s employment (“Restricted Stock”), to waive such repurchase right as to the number ofshares of Restricted Stock that would have become no longer subject to the Company’s repurchase right within the one (1) year period after the Executive’s Date of Resignation.**

****(vi)**pay the cost of outplacement assistance services for Executive that are actually provided by an outplacement agencyselected by Executive, which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) of the Executive’s Base Pay.**

****(vii)**Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of Executive’s Date ofResignation, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.**

**Except as set forth in this Agreement, it is expressly agreed and understood that Releasees do not have, and will not have, any obligations to provide Executive at any time in the future with any payments, benefitsor considerations other than those recited in this paragraph, or those required by law, other than under the terms of any benefit plans which provide benefits or payments to former employees according to their terms.]**

[***Note: The following severance benefits would apply if the Executive has an Involuntary Termination Associated With a Change in Control***] 

****(i) **[to pay to Executive a lump sum payment equal to (A) 2 times Base Pay (as defined in the Severance Agreement), plus(B) 2 times Incentive Pay (as defined in the Severance Agreement). Payment shall be made within thirty (30) days after the effective date of Executive’s Date of Resignation (or the end of the revocation period set forth in thisAgreement, if later).**

****(ii) **to pay Executive Executive’s pro rated incentive Pay (as defined in theSeverance Agreement) for the year in which Executive’s Date of Resignation occurs. Such pro rated Incentive Pay shall be paid to Executive in a lump sum within thirty (30) days after the effective date of the termination (or the end of therevocation period set forth in this Agreement, if later).**

(iii) [***for a period of twenty-four (24) monthsfollowing Executive’s Date of Resignation, Executive shall continue to receive the medical and dental coverage in effect on Executive’s Date of Resignation (or generally comparable coverage) for Executive and, where applicable,Executive’s spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period***] **or**

 

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[***pay Executive cash in a lump sum payment equal to Executive’s after-tax cost of continuing comparable medical and dental coverage for thetwenty-four (24) month period following Executive’s Date of Resignation.***] [***The Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B ofthe Code, shall commence immediately after the foregoing twenty-four (24) month benefit period, with such continuation coverage continuing until the earlier of (i) the end of the applicable COBRA health care continuation coverage period or(ii) the date on which Executive is covered by the medical and dental coverage of Executive’s successor employer, if any.***] 

****(iv) **to pay to Executive a lump sum payment equal to the total amount that Executive would have received under the Company’s 401(k) plan as a Company match if Executive was eligible to participate inthe Company’s 401(k) plan for the twenty-four (24) month period after Executive’s Date of Resignation and Executive contributed the maximum amount to the plan for the match. Payment shall be made within thirty (30) days after theExecutive’s Date of Resignation (or the end of the revocation period set forth in this Agreement, if later).**

****(v) **[to pay to Executive a lump sum payment equal to the total premiums that the Company would have paid under Executive’s split-dollar life insurance policy, if any, that is in effect immediately prior to Executive’sDate of Resignation, if Executive was employed by the Company for the twenty-four (24) month period following Executive’s Date of Resignation. Payment shall be made within thirty (30) days after the effective date of Executive’sDate of Resignation (or the end of the revocation period set forth in this Agreement, if later)j. [*****Note: The foregoing only applies if Executive has a split-dollar arrangement with the Company and the Company is required to make premiumcontributions on Executive’s Date of Resignation. The total months covered by the premiums will be reduced if the term of the policy is shorter than that provided for Executive.*****]**

****(vi) **to pay to Executive a lump sum payment equal to twenty percent (20%) of the Executive’s Base Pay in order tocover the cost of outplacement assistance services for Executive. Payment shall be made within thirty (30) days after the effective date of Executive’s Date of Resignation (or the end of the revocation period set forth in this Agreement,if later).**

****(vii) **Executive shall receive any amounts earned, accrued or owing but not yet paid to Executiveas of Executive’s Date of Resignation, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.**

**Except as set forth in this Agreement, it is expressly agreed and understood that Releasees do not have, and will not have, any obligations to provide Executive atany time in the future with any payments, benefits or considerations other than those recited in this paragraph, or those required by law, other than under the terms of any benefit plans which provide benefits or payments to former employeesaccording to their terms.]**

 

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7. Executive understands and agrees that the payments, benefits and agreements provided in this Agreementare being provided to him in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreementcontaining a release of all claims against the Company, Executive would only have been entitled to the payments provided in the Company’s standard severance pay plan for employees. 

8. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to him under any employment agreement oroffer letter Executive has with the Company and, further, that this Agreement supersedes any employment agreement or offer letter Executive has with the Company, and any and all prior agreements or understandings, whether written or oral, betweenthe parties shall remain in full force and effect to the extent not inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or representations have been made to him in connection with the termination ofExecutive’s employment agreement, if any, or offer letter, if any, with the Company, or the terms of this Agreement. 

9. Executiveagrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor. Likewise, the Company agrees that the terms of this Agreement will not be disclosed except as may benecessary to obtain approval or authorization to fulfill its obligations hereunder or as required by law. It is expressly understood that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of thisAgreement. 

10. Executive represents that Executive does not presently have in Executive’s possession any records and businessdocuments, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists, technical information, customer information,pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company and/or its predecessors, subsidiaries or affiliates or obtained as a result ofExecutive’s prior employment with the Company and/or its predecessors, subsidiaries or affiliates, or created by Executive while employed by or rendering services to the Company and/or its predecessors, subsidiaries or affiliates. Executiveacknowledges that all such Corporate Records are the property of the Company. In addition, Executive shall promptly return in good condition any and all Company owned equipment or property, including, but not limited to, automobiles, personal dataassistants, facsimile machines, copy machines, pagers, credit cards, cellular telephone equipment, business cards, laptops and computers. As of the Date of Resignation, the Company will make arrangements to remove, terminate or transfer any and allbusiness communication lines including network access, cellular phone, fax line and other business numbers. 

11. Nothing in this Agreementshall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatoryor law enforcement agency or legislative body, any self-regulatory organization, or the Company’s [**designated legal, compliance or human resources officers**]; or (iii) filing, testifying, 

 

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participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or anyrule or regulation of the Securities and Exchange Commission or any self-regulatory organization. 

12. The parties agree and acknowledgethat the agreement by the Company described herein, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and shall not be construed to be an admission of any violation of any federal, state or localstatute or regulation, or of any duty owed by any of the Releasees to Executive. 

13. Executive agrees and recognizes that should Executivebreach any of the obligations or covenants set forth in this Agreement, the Company will have no further obligation to provide Executive with the consideration set forth herein, and will have the right to seek repayment of all consideration paid upto the time of any such breach. Further, Executive acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages, attorney’s feesand costs. 

14. Executive further agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without thenecessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits arising from any violations of this Agreement, which rights shall be cumulative and in addition to any other rights or remedies towhich the Company may be entitled. 

15. This Agreement and the obligations of the parties hereunder shall be construed, interpreted andenforced in accordance with the laws of the Commonwealth of Massachusetts. 

16. Executive certifies and acknowledges as follows:

(a) That Executive has read the terms of this Agreement, and that Executive understands its terms and effects, includingthe fact that Executive has agreed to RELEASE AND FOREVER DISCHARGE the Company and each and everyone of its affiliated entities from any legal action arising out of Executive’s employment relationship with the Company and the termination ofthat employment relationship; 

(b) That Executive has signed this Agreement voluntarily and knowingly in exchange for theconsideration described herein, which Executive acknowledges is adequate and satisfactory to him and which Executive acknowledges is in addition to any other benefits to which Executive is otherwise entitled; 

(c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement; 

(d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed; 

 

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(e) That the Company has provided him with a period of [**twenty-one (21)**] or[**forty-five (45)**] days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to him; and

(f) Executive acknowledges that this Agreement may be revoked by him within seven (7) days after execution, and itshall not become effective until the expiration of such seven (7) day revocation period. In the event of a timely revocation by Executive, this Agreement will be deemed null and void and the Company will have no obligations hereunder.

[SIGNATURE PAGE FOLLOWS] 

 

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Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation ofEmployment Agreement and General Release this              day of             ,            . 

 
     Witness:  [**Executive**]   NOVELL, INC.  By:    Witness:  Name:    Title:    
 

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