**Exhibit10.23**SEVERANCE AGREEMENT     THISSEVERANCE AGREEMENT (this “Agreement”), dated as ofNovember 28, 2005, is made andentered by and between Novell, Inc., a Delaware corporation (the “Company”), and Jeffrey M. Jaffe(the “Executive”).WITNESSETH:     WHEREAS, the Executive is a senior executive of the Company and is expected to make majorcontributions to the short- and long-term profitability, growth and financial strength of theCompany;     WHEREAS, the Board has determined that appropriate arrangements should be taken to encouragethe continued attention and dedication of Executive to his assigned duties without distraction;     WHEREAS, in consideration of the Executive’s employment with the Company, the Company desiresto provide Executive with certain compensation and benefits set forth in this Agreement in order toameliorate the financial and career impact on Executive in the event the Executive’s employmentwith the Company is terminated for a reason related to, or unrelated to, a Change in Control (asdefined below) of the Company;     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreementshereinafter set forth and intending to be legally bound hereby, the Company and the Executive agreeas follows:1. Certain Defined Terms. In addition to terms defined elsewhere herein, the followingterms have the following meanings when used in this Agreement with initial capital letters:     (a) “Base Pay” means the greater of (i) Executive’s annual base salary rate, exclusive ofbonuses, commissions and other Incentive Pay, as in effect immediately preceding Executive’sTermination Date, or (ii) 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 yearspreceding Executive’s Termination Date.     (b) “Board” means the Board of Directors of the Company.     (c) “Cause”:          (i) For purposes of Involuntary Termination Prior to a Change in Control, means adetermination by the Company’s Chief Executive Officer or Senior Vice President-People, in eithercase with legal advice and consultation of the
 

 
Company’sSenior Vice President — General Counsel, acting in his authority as the Company’sgeneral counsel, that Executive has committed any of the following acts:               (A) continued violations of the Executive’s obligations which are demonstrably willful ordeliberate on the Executive’s part after there has been delivered to the Executive a written demandfor performance from the Company which describes the basis for the Company’s belief that theExecutive has willfully or deliberately violated his obligations to the Company;               (B) engaging in willful misconduct which is injurious to the Company or any Subsidiary;               (C) committing a felony, an act of fraud against or the misappropriation of property belongingto the Company or any Subsidiary;               (D) breaching, in any material respect, terms of any confidentiality or proprietaryinformation agreement between the Executive and the Company; or               (E) committing a material violation of the Company’s Code of Business Ethics or EmployeeConduct and Standards Policy, as either or both are in effect from time to time by the Company.          (ii) For purposes of Involuntary Termination Associated With a Change in Control, means adetermination by the Board that Executive has committed any of the following acts:               (A) the Executive has been convicted of a criminal violation involving fraud, embezzlement ortheft in connection with his duties or in the course of her employment with the Company or anySubsidiary; or               (B) the Executive has committed intentional wrongful disclosure of secret processes orconfidential information of the Company or any Subsidiary; and any such act has been demonstrablyand materially harmful to the Company. For purposes of this subparagraph (B), no act on the partof the Executive will be deemed “intentional” if it was due primarily to an error in judgment ornegligence, but will be deemed “intentional” if done by the Executive not in good faith and withoutreasonable belief that the Executive’s action was in the best interest of the Company.Notwithstanding the foregoing, the Executive will not be deemed to have been terminated for“Cause” under this subsection (ii) unless and until there has been delivered to the Executive acopy of a resolution duly adopted by the affirmative vote of not less than three-quarters of themembers of the Board then in office at a meeting of the Board, finding that, in the good faithopinion of the Board, the Executive has committed an act constituting “Cause,” as herein defined,and specifying the particulars thereof in detail. Prior to any such determination, Executive shallbe provided with reasonable notice of such pending determination and Executive, together with hiscounsel (if the Executive chooses to have counsel present at such meeting), shall be provided withthe opportunity
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 to be heard before the Board makes any such determination. Nothing herein will limit theright of the Executive or his beneficiaries to contest the validity or propriety of any suchdetermination.     (d) “Change in Control” means the occurrence of any of the following events:          (i) the acquisition by any individual, entity or group (within the meaning of section 13(d)(3)or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of the thenoutstanding Voting Stock of the Company; provided, however, that for purposes of this Section1(d)(i), the following acquisitions will not constitute a Change in Control: (A) any issuance ofVoting Stock of the Company directly from the Company that is approved by the Incumbent Board (asdefined in Section 1(d)(ii), below), (B) any acquisition by the Company of Voting Stock of theCompany, (C) any acquisition of Voting Stock of the Company by any employee benefit plan (orrelated trust) sponsored or maintained by the Company or any Subsidiary, or (D) any acquisition ofVoting Stock of the Company by any Person pursuant to a Business Combination that complies withclauses (A), (B) and (C) of Section 1(d)(iii), below; and provided, further, that a Change inControl will not occur if any Person becomes the beneficial owner of 25% or more of the combinedvoting power of the Voting Stock of the Company solely as a result of an issuance of Voting Stockdescribed in clause (A) of this Section 1(d)(i) or an acquisition of Voting Stock described inclause (B) of this Section 1(d)(i) unless and until such Person thereafter acquires beneficialownership of Voting Stock of the Company that causes the aggregate percent of the combined votingpower of the Voting Stock of the Company then owned beneficially by such Person to exceed thepercent of the combined voting power of Voting Stock of the Company owned beneficially by suchPerson immediately after such issuance or acquisition described in clause (A) or (B) of thisSection 1(d)(i);          (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board,” asmodified by this Section 1(d)(ii)), cease for any reason to constitute at least a majority of theBoard; provided, however, that any individual becoming a Director subsequent to the date hereofwhose election, or nomination for election by the Company’s stockholders, was approved by a vote ofat least two-thirds of the Directors then comprising the Incumbent Board (either by a specific voteor by approval of the proxy statement of the Company in which such person is named as a nominee fordirector, without objection to such nomination) will be deemed to have then been a member of theIncumbent Board, but excluding, for this purpose, any such individual whose initial assumption ofoffice occurs as a result of an actual or threatened election contest (within the meaning of Rule14a-11 of the Exchange Act) with respect to the election or removal of Directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a Person other than the Board;          (iii) consummation of a reorganization, merger or consolidation, a sale or other dispositionof all or substantially all of the assets of the Company, or other transaction (each, a “BusinessCombination”), unless, in each case, immediately following such Business Combination, (A) all orsubstantially all of the individuals and
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entities who were the beneficial owners of Voting Stock of the Company immediately prior tosuch Business Combination beneficially own, directly or indirectly, more than 50% of the combinedvoting power of the then outstanding shares of Voting Stock of the entity resulting from suchBusiness Combination (including, without limitation, an entity which as a result of suchtransaction owns the Company or all or substantially all of the Company’s assets either directly orthrough one or more subsidiaries), (B) no Person (other than the Company; such entity resultingfrom such Business Combination; any employee benefit plan (or related trust) sponsored ormaintained by the Company, any Subsidiary or such entity resulting from such Business Combination;or any Person who immediately prior to such Business Combination beneficially owned directly orindirectly 25% or more of the combined voting power of the voting stock of the Company and whoseownership of such Voting Stock did not result in a Change in Control under Section 1(d)(i))beneficially owns, directly or indirectly, 25% or more of the combined voting power of the thenoutstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C)at least a majority of the members of the Board of Directors of the entity resulting from suchBusiness Combination were members of the Incumbent Board at the time of the execution of theinitial agreement or of the action of the Board providing for such Business Combination; or          (iv) approval by the stockholders of the Company of a complete liquidation or dissolution ofthe Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C)of Section 1(d)(iii).     (e) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.     (f) “Code” means the Internal Revenue Code of 1986, as amended.     (g) “Constructive Termination Associated With a Change in Control” means the termination ofthe Executive’s employment with the Company by Executive as a result of the occurrence of one ofthe following events as a result of a Change in Control:          (i) without the Executive’s express written consent, the failure to elect or reelect orotherwise to maintain the Executive in the office or the position, or an equivalent office orposition, of or with the Company and/or a Subsidiary (or any successor thereto by operation of lawof or otherwise), as the case may be, which the Executive held immediately prior to a Change inControl, or the removal of the Executive as a Director of the Company and/or a Subsidiary (or anysuccessor thereto) if the Executive has been a Director of the Company and/or a Subsidiaryimmediately prior to the Change in Control;          (ii) without the Executive’s express written consent, the failure of the Company to remedy anyof the following within ten (10) business days after receipt by the Company of written noticethereof 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 inthe aggregate of the Executive’s Base
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Pay and Incentive Pay, or (C) the termination or denial of the Executive’s rights to EmployeeBenefits or a reduction in the scope or value thereof;          (iii) without the Executive’s express written consent, a determination by the Executive (whichdetermination will be conclusive and binding upon the parties hereto provided it has been made ingood faith and in all events will be presumed to have been made in good faith unless otherwiseshown by the Company by clear and convincing evidence) that a change in circumstances has occurredfollowing a Change in Control, including, without limitation, a change in the scope of the businessor 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’sperformance of, or has caused the Executive to suffer a reduction in, any of the authorities,powers, functions, responsibilities or duties attached to the position held by the Executiveimmediately 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;          (iv) without the Executive’s express written consent, 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/orassets have been transferred (by operation of law or otherwise) assumes all duties and obligationsof the Company under this Agreement pursuant to Section 15(a);          (v) without the Executive’s express written consent, a requirement by the Company that theExecutive have his principal location of work changed to any location that is in excess ofthirty-five (35) miles from the location thereof immediately prior to the Change in Control, orthat the Executive travel away from his office in the course of discharging his responsibilities orduties hereunder at least 20% more (in terms of aggregate days in any calendar year or in anycalendar quarter when annualized for purposes of comparison to any prior year) than was required ofthe Executive in any of the three (3) full years immediately prior to the Change in Control; or          (vi) without limiting the generality or effect of the foregoing, without the Executive’sexpress written consent, any material breach of this Agreement by the Company or any successorthereto which is not remedied by the Company within ten (10) business days after receipt by theCompany of written notice from the Executive of such breach.In no event shall the termination of Executive’s employment with the Company on account of theExecutive’s death or Disability or because the Executive engaged in conduct constituting Cause bedeemed to be a Constructive Termination Associated With a Change in Control.
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     (h) “Constructive Termination Prior to a Change in Control” means the termination ofExecutive’s employment with the Company by the Executive as a result of:          (i) without the Executive’s express written consent, a comprehensive and substantial reductionin all or most of the Executive’s primary duties, authority and responsibilities compared to theExecutive’s duties, authority and responsibilities immediately prior to such reduction;          (ii) without the Executive’s express written consent, a significant reduction in theExecutive’s Base Pay compared to the Executive’s Base Pay in effect immediately prior to suchreduction; provided, however, that a reduction in the Executive’s Base Pay of less than twentypercent (20%) or a reduction in the Executive’s Base Pay that is part of an overall reduction incompensation also applied to other senior executives of the Company as a result of decreasedbusiness performance by the Company or one of its business units, shall not constitute aConstructive Termination Prior to a Change in Control; or          (iii) without the Executive’s express written consent, the failure of the Company to obtainthe assumption of this Agreement by any successors.In no event shall the termination of Executive’s employment with the Company on account of theExecutive’s death or Disability or because the Executive engaged in conduct constituting Cause bedeemed to be a Constructive Termination Prior to a Change in Control.     (i) “Disability” means the Executive becomes permanently disabled within the meaning of, andbegins actually to receive disability benefits pursuant to, the long-term disability plan in effectfor, or applicable to, the Executive.     (j) “Employee Benefits” means the perquisites, benefits and service credit for benefits asprovided under any and all employee retirement income and welfare benefit policies, plans, programsor arrangements in which the Executive is entitled to participate, including, without limitation,any stock option, performance share, performance unit, stock purchase, stock appreciation, savings,pension, supplemental executive retirement, or other retirement income or welfare benefit, deferredcompensation, incentive compensation, group or other life, health, medical/hospital or otherinsurance (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, programsor arrangements that may be adopted hereafter by the Company or a Subsidiary, providingperquisites, benefits and service credit for benefits at least as great in the aggregate as arepayable thereunder.     (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
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     (l) “Incentive Pay” means the greater of: (i) Executive’s maximum Target Bonus for whichExecutive was eligible during the period that includes the Termination Date, or (ii) the highestaggregate bonus or incentive payment paid to Executive during any of the three (3) full calendaryears prior to his Termination Date. For purposes of this definition, “Target Bonus” means theannual bonus, incentive, commission or other sales incentive compensation, or comparable incentivepayment opportunity which, in the sole discretion of the Company, is deemed to constitute a TargetBonus, in addition to Base Pay, for which Executive was eligible to receive, but did not receiveprior to his Termination Date, in regard to services rendered in the year covered by Executive’sTermination 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 notfunded) of the Company or a Subsidiary, or any successor thereto. For purposes of this definition,“Incentive Pay” does not include any stock option, stock appreciation, stock purchase, restrictedstock or similar plan, program, arrangement or grant, one time bonus or payment (including, but notlimited to, any sign-on bonus), any amounts contributed by the Company for the benefit of Executiveto any qualified or nonqualified deferred compensation plan, whether or not provided under anarrangement described in the prior sentence, or any amounts designated by the parties as amountsother than Incentive Pay.     (m) “Involuntary Termination Associated With a Change in Control” means the termination ofExecutive’s employment related to a Change in Control: (i) by the Company for any reason other thanCause, the Executive’s death or the Executive’s Disability, or (ii) on account of a ConstructiveTermination Associated with a Change in Control.     (n) “Involuntary Termination Prior to a Change in Control” means the termination ofExecutive’s employment unrelated to a Change in Control: (i) by the Company for any reason otherthan Cause, the Executive’s death or the Executive’s Disability, or (ii) on account of aConstructive Termination Prior to a Change in Control.     (o) “Key Employee” shall mean any employee or former employee of the Company who is considereda key employee under section 409A(2)(B)(i) of the Code, having an identification date for purposesof section 409A of December 31, or any other party deemed a key Employee under applicableregulations issued pursuant to sections 409A.     (p) “Restricted Business” means,          (i) if the Executive is entitled to severance benefits under this Agreement on account of anInvoluntary 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 or services that enable organizations to more effectivelyconduct 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 be designed, developed,manufactured, sold or supported by the Company pursuant to a development project that is actuallybeing
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pursued during the term of this Agreement; (B) any business that performs technology andconsulting services that help businesses develop and accelerate their transition to Internet-basede-business solutions and processes, or management services that assist businesses in improvingtheir operating processes; or (C) any business that competes directly or indirectly with thehardware, software or consulting businesses of the Company.          (ii) 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 directcompetitor of the Company that is substantially similar to the business function performed by theExecutive with the Company immediately prior to his Termination Date.     (q) “Restricted Territory” means the counties, towns, cities or states of any country in whichthe Company operates or does business.     (r) “Severance Period” means the twelve (12) month period after the Executive’s TerminationDate.     (s) “Subsidiary” means any Company controlled affiliate.     (t) “Termination Date” means the last day of Executive’s employment with the Company.     (u) “Termination of Employment” means, except as provided in the following sentence, thetermination of Executive’s active employment relationship with the Company on account of anInvoluntary Termination Prior to a Change in Control or an Involuntary Termination Associated Witha 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 Executive’semployment relationship with the Company for any reason, including, but not limited to, theExecutive’s Involuntary Termination Prior to a Change in Control, Involuntary TerminationAssociated With a Change in Control, voluntary termination, termination on account of Disability,or termination by the Company for Cause.     (v) “Voting Stock” means securities entitled to vote generally in the election of directors.2. Termination Prior to a Change in Control.      (a) Involuntary Termination Prior to a Change in Control. In the event Executive’semployment is terminated on account of an Involuntary Termination Prior to a Change in Control,Executive shall be entitled to the benefits provided in subsection (b) of this Section 2.     (b) Compensation and Benefits Upon Involuntary Termination Prior to a Change inControl. Subject to the provisions of Section 5 hereof, in the event a
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termination described in subsection (a) of this Section 2 occurs, the Company shall pay andprovide to the Executive after his Termination Date:          (i) 150% of his Base Pay, payable in equal installments over the Severance Period, consistentwith the Company’s past payroll practices, commencing with the first payroll period that occursafter the period during which Executive’s right to revoke his acceptance to the terms of theRelease has expired. Notwithstanding the foregoing, the Company may determine, in its solediscretion and at any time, to provide that the amounts payable under this subsection (i) shall bepaid to Executive in a lump sum, as opposed to installments over the Severance Period; provided,however, that such discretion shall not be exercised in a manner which will cause adverse incometax results to Executive.          (ii) Executive shall receive his pro rated Incentive Pay for the year in which his Terminationof Employment occurs. The pro rated Incentive Pay shall be based on the Executive’s Incentive Payfor the year in which Executive’s Termination Date occurs, multiplied by a fraction, the numeratorof which is the number of days during which Executive was employed by the Company in the year ofhis termination and the denominator of which is 365. Such pro rated Incentive Pay shall be paid toExecutive in equal installments over the Severance Period, consistent with the Company’s pastpayroll practices, commencing with the first payroll period that occurs after the period duringwhich Executive’s right to revoke his acceptance to the terms of the Release has expired.Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time,to provide that the amounts payable under this subsection (ii) shall be paid to Executive in a lumpsum, as opposed to installments over the Severance Period.          (iii) For the Severance Period commencing the month immediately following the month in whichhis Termination Date occurs, Executive shall continue to receive the medical and dental coverage ineffect on his Termination Date (or generally comparable coverage) for himself and, whereapplicable, his spouse and dependents, as the same may be changed from time to time for employeesgenerally, as if Executive had continued in employment during such period; provided, however, thatin the event that such continuation coverage violates applicable law or results in a materialadverse tax effect to the Company or the Executive, the Company shall pay Executive cash in lieu ofsuch coverage in an amount equal to Executive’s after-tax cost of continuing comparable coverage,where such coverage may not be continued by the Company (or where such continuation would adverselyaffect the tax status of the plan pursuant to which the coverage is provided). If the Executivedoes 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 periodunder section 4980B of the Code, shall commence immediately after the foregoing twelve (12) monthbenefit period, with such continuation coverage continuing until the earlier of (i) the end of theapplicable COBRA health care continuation coverage period or (ii) the date on which Executive iscovered by the medical and dental coverage of his successor employer, if any.
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          (iv) With respect to any Company stock options held by the Executive as of the date of suchInvoluntary Termination Prior to a Change in Control, the Company shall accelerate the vesting ofthat portion of the Executive’s stock options, if any, which would have vested and becomeexercisable 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,to remain exercisable, notwithstanding anything in any other agreement governing such options, forthe longer of (A) a period of six (6) months after the Executive’s Termination Date, or (B) theperiod set forth in the award agreement covering the option (the “Option Expiration Date”);provided, however, that in no event will the option be exercisable beyond its original term or, ifnot addressed in the grant agreement, then not later than the latest date that will avoid adversetax consequences to the Executive (if such date is earlier than the Option Expiration Date).          (v) With respect to any shares of Company common stock held by the Executive that are, at thetime of such Involuntary Termination Prior to a Change in Control, subject to the Company’srepurchase right upon termination of the Executive’s employment (“Restricted Stock”), the Companyshall waive such repurchase right as to the number of shares of Restricted Stock that would havevested within the one (1) year period after the Executive’s Termination Date.          (vi) To cover the cost of outplacement assistance services for Executive that are actuallyprovided by an outplacement agency selected by Executive, for which the Company provides priorapproval, with such approval not to be unreasonably withheld, in an amount not to exceed twentypercent (20%) of the Executive’s Base Pay.          (vii) Executive shall receive any amounts earned, accrued or owing but not yet paid toExecutive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned inaccordance with the terms of any applicable benefit plans and programs of the Company.3. Termination Associated With a Change in Control.     (a) Involuntary Termination Associated With a Change in Control. In the eventExecutive’s employment is terminated after, or in connection with, a Change in Control, on accountof (i) an Involuntary Termination Associated With a Change in Control within the two year periodafter the Change in Control, or (ii) an Involuntary Termination Associated With a Change in Controlthat occurs (A) not more than six (6) months prior to the date on which a Change in Control occursor (B) following the commencement of any discussion with a third person that ultimately results ina Change in Control, Executive shall be entitled to the benefits provided in subsection (b) of thisSection 3. If Executive is entitled to benefits described in this Section 3 by reason of clause(a)(ii) above, Executive shall receive the compensation and benefits described in Section 2(b)above after his Termination of Employment, in accordance with the provisions of Section 2(b),regardless of whether the Change in Control actually occurs, and Executive shall receive theadditional compensation and benefits described in Section
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3(b) below only if the Change in Control is consummated and shall receive such additionalamounts after the consummation of the Change in Control, in accordance with the provisions ofSection 3(b) below. For purposes of subsection 3(a)(ii)(B) above, to be eligible to receiveamounts described in Section 3(b) below, the Change in Control must be consummated within thetwelve (12) month period following Executive’s Termination Date, except in circumstances pursuantto which the consummation of the Change in Control is delayed, through no failure of the Company orthe third person, by a governmental or regulatory authority or agency with jurisdiction over thematter, or as a result of other similar circumstances. In such a circumstance, the remaining ofthe twelve (12) month period shall be tolled and shall recommence upon termination of the delayingevent.     (b) Compensation and Benefits Upon Involuntary Termination Associated With a Change inControl. Subject to the provisions of Section 5 hereof, in the event a termination describedin subsection (a) of this Section 3 occurs, the Company shall pay and provide to the Executiveafter his Termination Date:          (i) Lump sum payment equal to (A) 2 times Base Pay, plus (B) 2 times Incentive Pay. Paymentshall be made in accordance with the Company’s normal payroll practices but not later than thethirtieth day after Executive’s Termination Date (or the end of the revocation period for theRelease, if later); provided, however, that if Executive is deemed by the Company to be a KeyEmployee as of the Termination Date, such payment shall occur on the earlier of the following: (x)six months following Executive’s Termination Date; or (y) the date on which the Company determinespayment may be made without causing adverse tax consequences to Executive.          (ii) Executive shall receive his pro rated Incentive Pay for the year in which his Terminationof Employment occurs. The pro rated Incentive Pay shall be based on the Executive’s Incentive Payfor the year in which Executive’s Termination Date occurs, multiplied by a fraction, the numeratorof which is the number of days during which Executive was employed by the Company in the year ofhis termination and the denominator of which is 365. Such pro rated Incentive Pay shall be paid toExecutive in a lump sum in accordance with the Company’s normal payroll practices but not laterthan the thirtieth day after Executive’s Termination Date (or the end of the revocation period forthe Release, if later).          (iii) For the Severance Period commencing the month immediately following the month in whichhis Termination Date occurs, Executive shall continue to receive the medical and dental coverage ineffect on his Termination Date (or generally comparable coverage) for himself and, whereapplicable, his spouse and dependents, as the same may be changed from time to time for employeesgenerally, as if Executive had continued in employment during such period; provided, however, thatin the event that such continuation coverage violates applicable law or results in a materialadverse tax effect to the Company or the Executive, the Company shall pay Executive cash in lieu ofsuch coverage in an amount equal to Executive’s after-tax cost of continuing comparable coverage,where such coverage may not be continued by the Company (or where such continuation would adverselyaffect the tax status of the plan pursuant to which the
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coverage is provided). If the Executive does not receive the cash payment described in thepreceding sentence, the Company shall take all commercially reasonable efforts to provide that theCOBRA health care continuation coverage period under section 4980B of the Code, shall commenceimmediately after the foregoing twenty-four (24) month benefit period, with such continuationcoverage continuing until the earlier of (i) the end of the applicable COBRA health carecontinuation coverage period or (ii) the date on which Executive is covered by the medical anddental coverage of his successor employer, if any.          (iv) Lump sum payment equal to the total amount that Executive would have received under theCompany’s 401(k) plan as a Company match if Executive was eligible to participate in the Company’s401(k) plan for the twenty-four (24) month period after his Termination Date and he contributed themaximum amount to the plan for the match. Payment shall be made in accordance with the Company’snormal payroll practices but not later than the thirtieth day after Executive’s Termination Date(or the end of the revocation period for the Release, if later).          (v) Lump sum payment equal to the total premiums that the Company would have paid underExecutive’s split-dollar life insurance policy, if any, that is in effect immediately prior to hisTermination Date, if Executive was employed by the Company for the twenty-four (24) month periodfollowing Executive’s Termination Date; provided, however, that if the remaining length of the termof the split-dollar arrangement pursuant to which the Company must make premium payments is lessthan the foregoing twenty-four (24) month period, Executive shall only receive a lump sum paymentequal to the remaining Company premiums for the term of the arrangement. Payment shall be made inaccordance with the Company’s normal payroll practices but not later than the thirtieth day afterExecutive’s Termination Date (or the end of the revocation period for the Release, if later).Notwithstanding the foregoing, no payment shall be made to Executive pursuant to this subsection(v) if on the Executive’s Termination Date, either Executive does not have a split-dollar lifeinsurance policy with the Company or the Company has no obligations to make premium contributionsto Executive’s split-dollar life insurance policy.          (vi) 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 inaccordance with the Company’s normal payroll practices but not later than the thirtieth day afterExecutive’s Termination Date (or the end of the revocation period for the Release, if later).          (vii) Executive shall receive any amounts earned, accrued or owing but not yet paid toExecutive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned inaccordance with the terms of any applicable benefit plans and programs of the Company.     (c) Notwithstanding any provision to the contrary in any applicable plan, program oragreement, upon the occurrence of a Change in Control, all stock options, Restricted Stock andother equity rights held by the Executive will become fully vested
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and/or exercisable, as the case may be, on the date on which the Change in Control occurs, andall stock options held by the Executive shall remain exercisable, notwithstanding anything in anyother agreement governing such options, for the longer of (i) a period of twenty-four (24) monthsafter the Executive’s Termination Date, or (ii) the period set forth in the award agreementcovering the option (the “Option Expiration Date”); provided, however, that in no event will theoption be exercisable beyond its original term or, if not addressed in the grant agreement, thennot later than the latest date that will avoid adverse tax consequences to the Executive (if suchdate is earlier than the Option Expiration Date).4. Termination of Employment on Account of Disability, Cause or Death. Notwithstandinganything in this Agreement to the contrary, if Executive’s employment terminates on account ofDisability, Executive shall be entitled to receive disability benefits under any disability programmaintained by the Company that covers Executive, and Executive shall not be considered to haveterminated employment under this Agreement and shall not receive benefits pursuant to Sections 2and 3 hereof. If Executive’s employment terminates on account of Cause or because of his death,Executive shall not be considered to have terminated employment under this Agreement and shall notreceive benefits pursuant to Sections 2 and 3 hereof.5. Release. Notwithstanding the foregoing, no such payments shall be made or benefitsprovided unless 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 claimsagainst the Company and all related parties with respect to all matters arising out of Executive’semployment by the Company (other than entitlements under the terms of this Agreement or under anyother plans or programs of the Company in which Executive participated and under which Executivehas 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 theCompany fails to make any payment or provide any benefit required to be made or provided hereunderon a timely basis, the Company will pay interest on the amount or value thereof at an annualizedrate of interest equal to the so-called composite “prime rate” as quoted from time to time duringthe relevant period in the Eastern Edition of The Wall Street Journal. Such interest willbe payable as it accrues on demand. Any change in such prime rate will be effective on and as ofthe date of such change.7. Certain Additional Payments by the Company.     (a) The provisions of this Section 7 shall apply notwithstanding anything in this Agreement tothe contrary. Subject to subsection (b) below, in the event that it shall be determined that anypayment, benefit provided or distribution by the Company to or for the benefit of Executive,whether paid or payable or distributed or distributable pursuant to the terms of this Agreement orotherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning ofsection 280G of the Code, the Company shall pay Executive an additional amount (the “Gross-UpPayment”) such that the net amount retained by Executive after deduction of any excise tax imposedunder
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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 the Payment. The right toeach payment of such amount shall vest as of the day on which the payment determination is made,and each such payment shall be made on the thirtieth day following the vesting date.     (b) Notwithstanding subsection (a), and notwithstanding any other provisions of this Agreementto the contrary, if the net after-tax benefit to Executive of receiving the Gross-Up Payment doesnot exceed the Safe Harbor Amount (as defined below) by more than 10% (as compared to the net-aftertax benefit to Executive resulting from elimination of the Gross-Up Payment and reduction of thePayments to the Safe Harbor Amount), then (i) the Company shall not pay Executive the Gross-UpPayment and (ii) the provisions of subsection (c) below shall apply. The term “Safe Harbor Amount”means the maximum dollar amount of parachute payments that may be paid under section 280G of theCode without imposition of an excise tax under section 4999 of the Code.     (c) The provisions of this subsection (c) shall apply only if the Company is not required topay Executive a Gross-Up Payment as a result of subsection (b) above. If the Company is notrequired to pay Executive a Gross-Up Payment as a result of the provisions of subsection (b), theCompany will apply a limitation on the Payment amount as set forth in subsection (i) below (a“Parachute Cap”) if the application of the Parachute Cap is beneficial to Executive, according tothe following provisions:          (i) If subsection (ii) does not apply, the aggregate present value of the Payments underSection 3 of this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to theReduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizesthe aggregate present value of Agreement Payments without causing any Payment to be subject to thelimitation of deduction under section 280G of the Code. For purposes of this Section 7, “presentvalue” shall be determined in accordance with section 280G(d)(4) of the Code.          (ii) It is the intention of the parties that the Parachute Cap apply only if application ofthe Parachute Cap is beneficial to Executive. Therefore, if the net amount that would be retainedby Executive under this Agreement without the Parachute Cap, after payment of any excise tax undersection 4999 of the Code, exceeds the net amount that would be retained by Executive with theParachute Cap, then the Company shall not apply the Parachute Cap to Executive’s payments. In thatevent, neither the Parachute Cap nor the Gross-Up Payment will apply to Executive.     (d) All determinations to be made under this Section 7 shall be made by the nationallyrecognized independent public accounting firm used by the Company immediately prior to the Changein Control (“Accounting Firm”), which Accounting Firm shall provide its determinations and anysupporting calculations to the Company and Executive within ten days of Executive’s terminationdate. If any Gross-Up Payment is required to be made, the Company shall make the Gross-Up Paymentwithin ten days after receiving the Accounting Firm’s calculations. Any such determination by theAccounting Firm shall be binding upon the Company and Executive.
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     (e) All of the fees and expenses of the Accounting Firm in performing the determinationsreferred to in this Section 7 shall be borne solely by the Company.8. No Mitigation Obligation. The Company hereby acknowledges that it will be difficult andmay be impossible for the Executive to find reasonably comparable employment following theTermination Date. Accordingly, the payment of the severance compensation by the Company to theExecutive in accordance with the terms of this Agreement is hereby acknowledged by the Company tobe reasonable, and the Executive will not be required to mitigate the amount of any paymentprovided for in this Agreement by seeking other employment or otherwise, nor will any profits,income, earnings or other benefits 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 theCompany that the Executive not be required to incur legal fees and the related expenses associatedwith the interpretation, enforcement or defense of the Executive’s rights under this Agreement bylitigation or otherwise because the cost and expense thereof would detract from the benefitsintended to be extended to the Executive hereunder. Accordingly, if a Change in Control occurs andit should appear to the Executive that the Company has failed to comply with any of its obligationsunder this Agreement or in the event that the Company or any other person takes or threatens totake any action to declare this Agreement void or unenforceable, or institutes any litigation orother action or proceeding designed to deny, or to recover from, the Executive the benefitsprovided or intended to be provided to the Executive under Section 3(b) of the Agreement, theCompany irrevocably authorizes the Executive from time to time to retain counsel of the Executive’schoice, at the expense of the Company as hereafter provided, to advise and represent the Executivein connection with any such interpretation, enforcement or defense, including without limitationthe initiation or defense of any litigation or other legal action, whether by or against theCompany or any Director, officer, stockholder or other person affiliated with the Company, in anyjurisdiction. Notwithstanding any existing or prior attorney-client relationship between theCompany and such counsel, the Company irrevocably consents to the Executive’s entering into anattorney-client relationship with such counsel, and in that connection the Company and theExecutive agree that a confidential relationship will exist between the Executive and such counsel.Without respect to whether the Executive prevails, in whole or in part, in connection with any ofthe foregoing, the Company will pay and be solely financially responsible for any and allattorneys’ and related fees and expenses incurred by the Executive in connection with any of theforegoing; provided that, in regard to such matters, the Executive has not acted frivolously, inbad faith or with no colorable claim of success. Such expenses will be paid by the Company on thethirtieth day following its receipt of adequate substantiation to support payment of the expenseamount.10. Confidentiality. The Executive hereby covenants and agrees that he will not discloseto any person not employed by the Company, or use in connection with engaging in competition withthe Company, any confidential or proprietary information (as defined below) of the Company. Forpurposes of this Agreement, the term “confidential or proprietary information” will include allinformation of any nature and in any form that is
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owned by the Company and that is not publicly available (other than by the Executive’s breach ofthis Section 10) or generally known to persons engaged in businesses similar or related to those ofthe Company. Confidential or proprietary information will include, without limitation, theCompany’s financial matters, customers, employees, industry contracts, strategic business plans,product development (or other proprietary product data), marketing plans, consulting solutions andprocesses, and all other secrets and all other information of a confidential or proprietary naturewhich is protected by the Uniform Trade Secrets Act. For purposes of the preceding two sentences,the term “Company” will also include any Subsidiary (collectively, the “Restricted Group”). Theforegoing 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 hasbecome, through no fault of the Executive, generally known to the public, or (iii) if the Executiveis required by law to make disclosure (after giving the Company notice and an opportunity tocontest such requirement).11. Covenants Not to Compete and Not to Solicit. In the event of Executive’s Terminationof Employment, the Company’s obligations to provide severance pay as provided in Sections 2 and 3shall be expressly conditioned upon the Executive’s covenants not to compete and not to solicit asprovided herein. In the event the Executive breaches his obligations to the Company as providedherein, the Company’s obligations to make severance payments to Executive pursuant to Sections 2and 3 shall cease, without prejudice to any other remedies that may be available to the Company.     (a) Covenant Not to Compete.          (i) If Executive is receiving compensation and benefits under Section 2(b) above, then for aperiod of nine (9) months following Executive’s Termination Date, the Executive shall not directlyor indirectly, engage in (whether as employee, consultant, proprietor, partner, director orotherwise), or have any ownership interest in, or participate in a financing, operation, managementor control of, any person, firm, corporation or business that is a Restricted Business in aRestricted Territory without the prior written consent of the Board. For this purpose, ownershipof no more than 5% of the outstanding Voting Stock of a publicly traded corporation shall notconstitute a violation of this provision.          (ii) If Executive is receiving compensation and benefits under Section 3(b) above (orsubsequently becomes entitled to severance under Section 3(b) above because of a terminationdescribed in Section 3(a)(ii)), then for a period of one (1) year following Executive’s TerminationDate, 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 aRestricted Business in a Restricted Territory without the prior written consent of the Board. Forthis purpose, ownership of no more than 5% of the outstanding Voting Stock of a publicly tradedcorporation shall not constitute a violation of this provision.
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     (b) Covenant Not to Solicit. The Executive shall not, for a period of two (2) yearsafter the Executive’s Termination Date for any reason: (i) solicit, encourage or take any otheraction which is intended to induce any other employee of the Company to terminate his employmentwith the Company; or (ii) interfere in any manner with the contractual or employment relationshipbetween the Company and any such employee of the Company. The foregoing shall not prohibitExecutive or any entity with which Executive may be affiliated from hiring a former employee of theCompany, provided that such hiring results exclusively from such former employee’s affirmativeresponse to a general recruitment effort.     (c) Interpretation. The covenants contained herein are intended to be construed as aseries of separate covenants, one for each county, town, city and state or other politicalsubdivision of a Restricted Territory. Except for geographic coverage, each such separate covenantshall be deemed identical in terms to the covenant contained in the preceding subsections. If, inany judicial proceeding, the court shall refuse to enforce any of the separate covenants (or anypart thereof) deemed included in such subsections, then such unenforceable covenant (or such part)shall be deemed to be eliminated from this Agreement for the purpose of those proceedings to theextent necessary to permit the remaining separate covenants (or portions thereof) to be enforced.     (d) Reasonableness. In the event that the provisions of this Section 11 shall ever bedeemed to exceed the time, scope or geographic limitations permitted by applicable laws, then suchprovisions shall be reformed to the maximum time, scope or geographic limitations, as the case maybe, permitted by applicable laws.12. Employment Rights. Nothing expressed or implied in this Agreement will create anyright or duty on the part of the Company or the Executive to have the Executive remain in theemployment of the Company or any Subsidiary prior to or following any Change in Control.13. Certain Tax Matters.     (a) Withholding. The Company may withhold from any amounts payable under thisAgreement all federal, state, city or other taxes as the Company is required to withhold pursuantto any applicable law, regulation or ruling.     (b) Effect of Section 409A of the Code. The parties intend that the provisions ofthis Agreement will operate in a manner that will avoid adverse federal income tax consequencesunder Section 409A of the Code. Executive hereby acknowledges and agrees that the Company may takeany actions deemed necessary in its sole discretion to avoid adverse federal income taxconsequences under section 409A of the Code and that such action may be taken without the consentof Executive.     (c) Time of Payment. If a payment is not made by the designated payment date underthis Agreement, the payment will be made in any event by the later of (i) the end of the calendaryear in which the designated payment date occurs or (ii) the 15th day
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of the third calendar month following the designated payment date, or such other date as maybe permitted by section 409A of the Code and the regulations thereunder.14. Term of Agreement. This Agreement shall continue in full force and effect for theduration of Executive’s employment with the Company; provided, however, that after the terminationof Executive’s employment during the term of this Agreement, this Agreement shall remain in effectuntil all of the obligations of the parties hereunder are satisfied or have expired.15. Successors and Binding Agreement.     (a) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation, reorganization or otherwise) to all or substantially all of the business or assetsof 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 extentthe Company would be required to perform if no such succession had taken place. This Agreementwill be binding upon and inure to the benefit of the Company and any successor to the Company,including without limitation any persons acquiring directly or indirectly all or substantially allof the business or assets of the Company whether by purchase, merger, consolidation, reorganizationor 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.     (b) This Agreement will inure to the benefit of and be enforceable by the Executive’s personalor 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, andsuch provisions in such other agreements will be null and void.     (c) This Agreement is personal in nature and neither of the parties hereto will, without theconsent of the other, assign, transfer or delegate this Agreement or any rights or obligationshereunder except as expressly provided in Sections 15(a) and 15(b). Without limiting thegenerality or effect of the foregoing, the Executive’s right to receive payments hereunder will notbe assignable, transferable or delegable, whether by pledge, creation of a security interest, orotherwise, other than by a transfer by the Executive’s will or by the laws of descent anddistribution and, in the event of any attempted assignment or transfer contrary to this Section15(c), the Company will have no liability to pay any amount so attempted to be assigned,transferred or delegated.16. Notices. For all purposes of this Agreement, all communications, including withoutlimitation notices, consents, requests or approvals, required or permitted to be given hereunderwill be in writing and will be deemed to have been duly given when hand delivered or dispatched byelectronic facsimile 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, returnreceipt requested, postage prepaid, or
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three (3) business days after having been sent by a nationally recognized courier service forovernight/next-day delivery, such as FedEx, UPS, or the United States Postal Service, addressed tothe Company (to the attention of the Secretary of the Company) at its principal executive officeand to the Executive at his principal residence, or to such other address as any party may havefurnished to the other in writing and in accordance herewith, except that notices of changes ofaddress will be effective only upon receipt.17. Governing Law. The validity, interpretation, construction and performance of thisAgreement will be governed by and construed in accordance with the substantive laws of theCommonwealth of Massachusetts, without giving effect to the principles of conflict of laws of suchCommonwealth.18. Validity. If any provision of this Agreement or the application of any provisionhereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, theremainder of this Agreement and the application of such provision to any other person orcircumstances will not be affected, and the provision so held to be invalid, unenforceable orotherwise illegal will be reformed to the extent (and only to the extent) necessary to make itenforceable, valid or legal.19. Miscellaneous.     (a) Except as provided in subparagraph (b) below, no provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge is agreed to inwriting signed by the Executive and the Company. No waiver by either party hereto at any time ofany breach by the other party hereto or compliance with any condition or provision of thisAgreement to be performed by such other party will be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time. No agreements orrepresentations, oral or otherwise, expressed or implied with respect to the subject matter hereofhave been made by either party that are not set forth expressly in this Agreement. References toSections are to references to Sections of this Agreement. Any reference in this Agreement to aprovision of a statute, rule or regulation will also include any successor provision thereto.Whenever used herein, the masculine includes the feminine.     (b) Notwithstanding any contrary provision of this Agreement, the Company may modify benefitsotherwise payable or to be provided under this Agreement without obtaining the Executive’s consentto such modification to the extent that the Company determines in its sole discretion that suchmodification is necessary or appropriate in order to effect compliance with applicable law orregulatory requirements. In particular, the Executive acknowledges and agrees that the provisionsof Section 409A of the Code may require delay in payment or provision of benefits otherwise dueunder the terms of this Agreement until a date that is at least six (6) months following the dateof the Executive’s separation from service with the Company, and may limit the permissible forms ortiming of severance benefits that may be provided under this Agreement.20. Survival. Notwithstanding any provision of this Agreement to the contrary, theparties’ respective rights and obligations under Sections 2, 3, 7, 9, 10, and 11 will survive
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any termination or expiration of this Agreement or the termination of the Executive’s employmentfor any reason whatsoever.21. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich will be deemed to be an original but all of which together will constitute one and the sameagreement.[*SIGNATURE PAGE FOLLOWS*]
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and deliveredas of the date first above written.     NOVELL, INC.         By:    /s/ Jack L. Messman     Name: Jack L. Messman    Title: Chairman and Chief Executive Officer         EXECUTIVE    /s/Jeffrey M. Jaffe         
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Annex A SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE     THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as ofthis                     day of                     ,                     , by and between Novell, 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”) which provides for certain benefits in the event that Executive’semployment 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 anamicable basis, such termination to be effective                                        ,                       (“Date of Resignation”); and     WHEREAS, in connection with the termination of Executive’s employment, the parties have agreedto a separation package and the resolution of any and all 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 inparagraph 6 of this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE ANDFOREVER 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, and administrators (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 hereaftermay have, whether known or unknown, or which Executive’s heirs, executors, or administrators mayhave, by reason of any matter, cause or thing whatsoever, from the beginning of Executive’semployment to the date of this Agreement, and particularly, but without limitation of the foregoinggeneral terms, any claims arising from or relating in any way to Executive’s employmentrelationship with the Company, the terms and conditions of that employment relationship, and thetermination of that employment relationship, including, but not limited to, any claims arisingunder the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VIIof 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 PracticeLaw**], and any other claims under any federal, state or local common law, statutory, or regulatoryprovision, now or hereafter recognized, and
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any claims for attorneys’ fees and costs. This Agreement is effective without regard to thelegal nature of the claims raised and without regard to whether any such claims are based upontort, equity, implied or express contract or discrimination of any sort.          (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 orcaused to be filed on Executive’s behalf any claim for relief against the Company or any Releaseeand, to the best of Executive’s knowledge and belief, no outstanding claims for relief have beenfiled 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 toany supervisor, manager, department head, human resources representative, agent or otherrepresentative of the Company, to any member of the Company’s legal or compliance departments, orto the ethics hotline, and has no knowledge of any such improper, unethical or illegal conduct oractivities; and (iii) Executive will not file, commence, prosecute or participate in any judicialor arbitral action or proceeding against the Company or any Releasee based upon or arising out ofany act, omission, transaction, occurrence, contract, claim or event existing or occurring on orbefore the date of this Agreement.     2. [**The Company, for and in consideration of the commitments of the Executive as set forth inthis Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVERDISCHARGE the Executive from all claims, demands or causes of action arising out of facts oroccurrences prior to the date of this Agreement, but only to the extent the Company knows orreasonably should know of such facts or occurrence and only to the extent such claim, demand orcause of action relates to a violation of applicable law or the performance of Executive’s dutieswith the Company; provided, however, that this release of claims shall not in any case be effectivewith respect to any claim by the Company alleging a breach of the Executive’s obligations underthis Agreement.**][***Note: Paragraph 2 only applies if Executive is receiving severance benefits on account of anInvoluntary Termination Associated With a Change in Control.***]     3. In consideration of the Company’s agreements as set forth in paragraph 6 herein, Executiveagrees to be comply with the limitations described in Sections 10 and 11 of the SeveranceAgreement.     4. Executive further agrees and recognizes that Executive has permanently and irrevocablysevered Executive’s employment relationship with the Company, that Executive shall not seekemployment with the Company or any affiliated entity at any time in the future, and that theCompany has no obligation to employ him in the future.     5. Executive further agrees that Executive will not disparage or subvert the Company, or makeany statement reflecting negatively on the Company, its affiliated corporations or entities, or anyof their officers, directors, employees, agents or representatives, including, but not limited to,any matters relating to the operation or
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management of the Company, Executive’s employment and the termination of Executive’semployment, irrespective of the truthfulness or falsity of such statement.     6. In consideration for Executive’s agreement as set forth herein, the Company agrees:[***Note: The following severance benefits would apply if the Executive has an InvoluntaryTermination Prior to a Change in Control.***]          (i) [**to pay Executive 150% of Executive’s Base Pay (as defined in the Severance Agreement)**[***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 thatoccurs after the period during which Executive’s right to revoke Executive’s acceptance to theterms of this Agreement have expired.***] **or** [***, payable in a lump sum, within thirty (30) daysafter 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 the SeveranceAgreement) for the year in which Executive’s Date of Resignation occurs. Such pro rated IncentivePay shall be paid to Executive [*****for the Severance Period payable in equal installments, consistentwith the Company’s past payroll practices, commencing with the first payroll period that occursafter the period during which Executive’s right to revoke Executive’s acceptance to the terms ofthe Release has expired.*****] or [*****paid in a lump sum, within thirty (30) days after Executive’sDate 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, Executiveshall continue to receive the medical and dental coverage in effect on Executive’s Date ofResignation (or generally comparable coverage) for Executive and, where applicable, Executive’sspouse and dependents, as the same may be changed from time to time for employees generally, as ifExecutive had continued in employment during such period.***] **or** [***pay Executive cash in a lumpsum 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 Companyshall take all commercially reasonable efforts to provide that the COBRA health care continuationcoverage period under section 4980B of the Code, shall commence immediately after the foregoingtwelve (12) 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 onwhich Executive is covered by the medical and dental coverage of Executive’s successor employer, ifany.***]          (iv) **with respect to any Company stock options held by the Executive as of Executive’s Date ofResignation, the portion of Executive’s stock options, if any, which would have vested and becomeexercisable within the one (1) year period after the Executive’s Date of Resignation shall becomevested and**
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**exercisable as of Executive’s Date of Resignation, such options, plus any other options thatpreviously 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) aperiod of six (6) months after the Executive’s Date of Resignation, or (B) the period set forth inthe award agreement covering the option, subject in either case only to the original term of theoption. Any stock options held by Executive that are not exercisable as of the Executive’s Date ofResignation shall terminate as of the Executive’s Date of Resignation.**          (v) **with respect to any shares of Company common stock that are held by the Executive thatare, at the time of Executive’s Date of Resignation, subject to the Company’s repurchase right upontermination of the Executive’s employment (“Restricted Stock”), to waive such repurchase right asto the number of shares of Restricted Stock that would have become no longer subject to theCompany’s repurchase right within the one (1) year period after the Executive’s Date ofResignation.**          (vi) **pay the cost of outplacement assistance services for Executive that are actually providedby an outplacement agency selected by Executive, which the Company provides prior approval, withsuch approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) ofthe Executive’s Base Pay.**          (vii) **Executive shall receive any amounts earned, accrued or owing but not yet paid toExecutive as of Executive’s Date of Resignation, payable in a lump sum, and any benefits accrued orearned 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 donot have, and will not have, any obligations to provide Executive at any time in the future withany payments, benefits or considerations other than those recited in this paragraph, or thoserequired by law, other than under the terms of any benefit plans which provide benefits or paymentsto former employees according to their terms.**][***Note: The following severance benefits would apply if the Executive has an InvoluntaryTermination 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 theSeverance 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 ofResignation (or the end of the revocation period set forth in this Agreement, if later).**          (ii) **to pay Executive Executive’s pro rated Incentive Pay (as defined in the SeveranceAgreement) for the year in which Executive’s Date of**
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**Resignation occurs. Such pro rated Incentive Pay shall be paid to Executive in a lump sumwithin thirty (30) days after the effective date of the termination (or the end of the revocationperiod set forth in this Agreement, if later).**          (iii) ***[for a period of twenty-four (24) months following Executive’s Date of Resignation,Executive shall continue to receive the medical and dental coverage in effect on Executive’s Dateof Resignation (or generally comparable coverage) for Executive and, where applicable, Executive’sspouse and dependents, as the same may be changed from time to time for employees generally, as ifExecutive had continued in employment during such period*****] or [*****pay Executive cash in a lumpsum payment equal to Executive’s after-tax cost of continuing comparable medical and dentalcoverage for the twenty-four (24) month period following Executive’s Date of Resignation.*****] [*****TheCompany shall take all commercially reasonable efforts to provide that the COBRA health carecontinuation coverage period under section 4980B of the Code, shall commence immediately after theforegoing twenty-four (24) month benefit period, with such continuation coverage continuing untilthe 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 successoremployer, if any.***]          (iv) **to pay to Executive a lump sum payment equal to the total amount that Executive wouldhave received under the Company’s 401(k) plan as a Company match if Executive was eligible toparticipate in the Company’s 401(k) plan for the twenty-four (24) month period after Executive’sDate of Resignation and Executive contributed the maximum amount to the plan for the match.Payment shall be made within thirty (30) days after the Executive’s Date of Resignation (or the endof 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 wouldhave paid under Executive’s split-dollar life insurance policy, if any, that is in effectimmediately prior to Executive’s Date of Resignation, if Executive was employed by the Company forthe twenty-four (24) month period following Executive’s Date of Resignation. Payment shall be madewithin thirty (30) days after the effective date of Executive’s Date of Resignation (or the end ofthe revocation period set forth in this Agreement, if later)]. [*****Note: The foregoing only appliesif Executive has a split-dollar arrangement with the Company and the Company is required to makepremium contributions on Executive’s Date of Resignation. The total months covered by the premiumswill 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’sBase Pay in order to cover the cost of outplacement assistance services for Executive. Paymentshall 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).**
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          (vii) **Executive shall receive any amounts earned, accrued or owing but not yet paid toExecutive as of Executive’s Date of Resignation, payable in a lump sum, and any benefits accrued orearned 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 donot have, and will not have, any obligations to provide Executive at any time in the future withany payments, benefits or considerations other than those recited in this paragraph, or thoserequired by law, other than under the terms of any benefit plans which provide benefits or paymentsto former employees according to their terms.**]     7. Executive understands and agrees that the payments, benefits and agreements provided inthis Agreement are being provided to him in consideration for Executive’s acceptance and executionof, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledgesthat if Executive had not executed this Agreement containing a release of all claims against theCompany, Executive would only have been entitled to the payments provided in the Company’s standardseverance pay plan for employees.     8. Executive acknowledges and agrees that the Company previously has satisfied any and allobligations owed to him under any employment agreement or offer letter Executive has with theCompany and, further, that this Agreement supersedes any employment agreement or offer letterExecutive has with the Company, and any and all prior agreements or understandings, whether writtenor oral, between the parties shall remain in full force and effect to the extent not inconsistentwith this Agreement, and further, that, except as set forth expressly herein, no promises orrepresentations have been made to him in connection with the termination of Executive’s employmentagreement, if any, or offer letter, if any, with the Company, or the terms of this Agreement.     9. Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’sspouse, attorney and, as necessary, tax/financial advisor. Likewise, the Company agrees that theterms of this Agreement will not be disclosed except as may be necessary to obtain approval orauthorization to fulfill its obligations hereunder or as required by law. It is expresslyunderstood that any violation of the confidentiality obligation imposed hereunder constitutes amaterial breach of this Agreement.     10. Executive represents that Executive does not presently have in Executive’s possession anyrecords and business documents, whether on computer or hard copy, and other materials (includingbut not limited to computer disks and tapes, computer programs and software, office keys,correspondence, files, customer lists, technical information, customer information, pricinginformation, business strategies and plans, sales records and all copies thereof) (collectively,the “Corporate Records”) provided by the Company and/or its predecessors, subsidiaries oraffiliates or obtained as a result of Executive’s prior employment with the Company and/or itspredecessors, subsidiaries or affiliates, or created by Executive while employed by or renderingservices to the
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Company and/or its predecessors, subsidiaries or affiliates. Executive acknowledges that allsuch Corporate Records are the property of the Company. In addition, Executive shall promptlyreturn in good condition any and all Company owned equipment or property, including, but notlimited to, automobiles, personal data assistants, facsimile machines, copy machines, pagers,credit cards, cellular telephone equipment, business cards, laptops and computers. As of the Dateof 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 businessnumbers.     11. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making anydisclosure of information required by law; (ii) providing information to, or testifying orotherwise assisting in any investigation or proceeding brought by, any federal regulatory or lawenforcement agency or legislative body, any self-regulatory organization, or the Company’s[**designated legal, compliance or human resources officers**]; or (iii) filing, testifying,participating in or otherwise assisting in a proceeding relating to an alleged violation of anyfederal, state or municipal law relating to fraud, or any rule or regulation of the Securities andExchange Commission or any self-regulatory organization.     12. The parties agree and acknowledge that the agreement by the Company described herein, andthe settlement and termination of any asserted or unasserted claims against the Releasees, are notand 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 Executive breach any of the obligations orcovenants set forth in this Agreement, the Company will have no further obligation to provideExecutive with the consideration set forth herein, and will have the right to seek repayment of allconsideration paid up to the time of any such breach. Further, Executive acknowledges in the eventof a breach of this Agreement, Releasees may seek any and all appropriate relief for any suchbreach, including equitable relief and/or money damages, attorney’s fees and costs.     14. Executive further agrees that the Company shall be entitled to preliminary and permanentinjunctive relief, without the necessity of proving actual damages, as well as to an equitableaccounting of all earnings, profits and other benefits arising from any violations of thisAgreement, 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 and enforced in accordance with the laws of the Commonwealth of Massachusetts.     16. Executive certifies and acknowledges as follows:
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          (a) That Executive has read the terms of this Agreement, and that Executive understands itsterms and effects, including the fact that Executive has agreed to RELEASE AND FOREVER DISCHARGEthe Company and each and everyone of its affiliated entities from any legal action arising out ofExecutive’s employment relationship with the Company and the termination of that employmentrelationship;          (b) That Executive has signed this Agreement voluntarily and knowingly in exchange for theconsideration described herein, which Executive acknowledges is adequate and satisfactory to himand which Executive acknowledges is in addition to any other benefits to which Executive isotherwise entitled;          (c) That Executive has been and is hereby advised in writing to consult with an attorney priorto signing this Agreement;          (d) That Executive does not waive rights or claims that may arise after the date thisAgreement is executed;          (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 onthe date indicated below after concluding that this Separation of Employment Agreement and GeneralRelease is satisfactory to him; and          (f) Executive acknowledges that this Agreement may be revoked by him within seven (7) daysafter execution, and it shall not become effective until the expiration of such seven (7) dayrevocation period. In the event of a timely revocation by Executive, this Agreement will be deemednull 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 foregoingSeparation of Employment Agreement and General Release this                    day of                     ,                     .                 Witness:             [**Executive**]                   NOVELL, INC.                   By:     Witness:               Name:        Title:        
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