{"id":40469,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-novell-inc-and-dennis-raney.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-novell-inc-and-dennis-raney","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-novell-inc-and-dennis-raney.html","title":{"rendered":"Separation Agreement &#8211; Novell Inc. and Dennis Raney"},"content":{"rendered":"<pre>                           [NOVELL, INC. LETTERHEAD]\n\n                                  July 11, 2001\n\n\n\nMr. Dennis Raney\n3645 Washington\nSan Francisco, CA 94118\n\n\nDear Dennis:\n\n        This letter agreement (the \"Agreement\") confirms the agreement that we\nhave reached regarding your separation from employment with Novell, Inc.\n(\"Novell\" or the \"Company\"). The purpose of this Agreement is to establish an\namicable arrangement for ending your employment relationship, to release the\nCompany and its affiliates from any claims that you may have against any of\nthem, and to permit you to receive certain separation pay, acceleration of\nvesting of stock options, and related benefits. You understand that the benefits\nunder this Agreement are greater than those offered to you in lieu of those for\nwhich you otherwise would be eligible under the Novell, Inc. Senior Management\nSeverance Plan (\"Plan\").\n\n        You acknowledge that you are entering into this Agreement voluntarily.\nBy entering into this Agreement, you understand that you are giving up your\nright to the fullest extent permitted by law to bring legal claims against the\nCompany including, among others, claims relating to your employment and its\ntermination. If you were not to enter into this Agreement and were to bring any\nclaims against the Company, the Company would dispute the merits of those claims\nand would contend that it acted lawfully and for good business reasons with\nrespect to you.\n\n        Neither the Company nor you want your employment relationship to end\nwith a legal dispute. You understand that by offering to enter into this\nAgreement the Company is not admitting in any way that it violated any legal\nobligation that it owed to you or to any other person. To the contrary, the\nCompany's willingness to enter into this Agreement demonstrates that it is\ncontinuing to deal with you fairly and in good faith.\n\n        With those understandings and in exchange for the promises of you and\nthe Company set forth below, you and the Company agree as follows:\n\n        1. Effective Date\n\n        This Agreement shall be deemed to have been executed as of the date of\nyour signature below (the \"Execution Date\"). The Agreement shall become\neffective on the eighth (8th) day following the Execution Date (the \"Effective\nDate\") unless you exercise your right to revoke in accordance with Section 14\nbelow.\n\n\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 2\n\n\n        2. Termination\n\n        Your employment is terminated effective as of July 16, 2001 (the\n\"Termination Date\"). You agree that on the Termination Date all offices and\npositions that you hold with Novell and all related or affiliated entities also\nterminate. The Company will pay to you all base salary earned by you through the\nTermination Date, all accrued but unused vacation pay due to you based on your\nemployment through the Termination Date and unreimbursed business expenses\nincurred prior to the Termination Date subject to the Company's expense\nreimbursement policy. The Company's group health plan also will continue to\nprocess claims incurred prior to the Termination Date in accordance with the\nterms and conditions thereof. You further acknowledge that you are not entitled\nto or owed any additional compensation, including, but not limited to, bonuses\nby the Company.\n\n        3. Payments\n\n           In exchange for and subject to the terms and conditions of this\nAgreement, including, without limitation, the general release of Claims in\nSection 5 and the Acknowledgement of Waiver in Section 6, Novell shall:\n\n           (a) pay you One Million Five Hundred Thousand Dollars ($1,500,000)\n(i.e., an amount equal to 300% of your Base Salary (the \"Severance Payment\").\nThe Severance Payment shall be paid by check or wire transfer, as you direct, by\nthe Company to you in equal installments over thirty-six (36) months, such\ninstallments payable in accordance with Novell's regular payroll practices for\nsenior executives, subject to your continuing compliance with Section 8 below,\nwith the first such payment being made on the first regular payroll date next\nfollowing the Effective Date. For purposes of this Agreement, the term \"Base\nSalary\" shall mean your gross salary on an annualized basis, exclusive of\nbonuses, commissions or other incentive pay, as in effect immediately prior to\nthe Termination Date.\n\n           (b) pay you One Million One Hundred and Twenty-five Thousand Dollars\n($1,125,000) (the \"Additional Severance\"). The Additional Severance shall be\npaid by check or wire transfer, as you direct, by the Company to you in two\nequal installments with the first such installment payable eighteen (18) months\nfollowing the Effective Date and the second such installment payable thirty-six\n(36) months following the Effective Date, subject to your continuing compliance\nwith Section 8 below.\n\n           (c) pay you Three Hundred and Thirty Thousand Dollars ($330,000), by\ncheck or wire transfer, as you direct, on the business day following the\nEffective Date\n\n           (d) accelerate to the Termination Date the vesting of that portion or\nportions of your stock options and restricted stock grants, which would have\nvested within two and one\n\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 3\n\n\n\nhalf (2 1\/2 ) years after the Termination Date. Subject to the original term of\nthe option grant or grants, the vested options shall otherwise remain\nexercisable, subject to your continuing compliance with Section 8 below, for a\nperiod of up to twelve (12) months following the Termination Date. The Company\nhereby waives its repurchases rights with respect to vested restricted stock.\n\n           (e) provide you with reimbursement for personal financial planning\nand tax return preparation, not to exceed Eleven Thousand Dollars ($11,000) in\naggregate per year, for each of 2001, 2002 and 2003.\n\n        4. Benefits\n\n        Your eligibility to participate in all Company employee benefit plans\nand programs will cease effective on or after the Termination Date pursuant to\napplicable benefit plan terms and benefit practices. Any continuing rights to\nbenefits that you may have are governed by the terms of those benefit plans and\nprograms and the Consolidated Omnibus Budget Reconciliation Act of 1986, as\namended. The Company shall pay you a monthly amount equal to the premium it\nwould have paid on your behalf if you remained employed, under your health and\ndental plan elections in effect as of the Termination Date, until the earlier of\nthe date on which you become eligible for health or dental coverage through\nanother employer or the third (3rd) anniversary of the Effective Date.\n\n        5. Tax Deductions and Reporting\n\n        Novell shall reduce all payments made to you under this Agreement by\nthose deductions and withholdings that it reasonably determines to be required\nfor tax purposes and shall make such tax-related reporting that it reasonably\ndetermines to be required with respect to payments under this Agreement.\n\n        6. General Releases of Claims\n\n           (a) You voluntarily release and discharge Novell and its affiliates\nand subsidiaries, its and their respective predecessors, successors, and\nassigns, and the current and former officers, directors, investors,\nshareholders, employees, and agents of the foregoing in such capacities (any and\nall of which hereinafter are referred to as the \"Released Parties\") generally\nfrom all charges, complaints, claims, promises, agreements, causes of action,\ndamages, and debts of any nature whatsoever, known or unknown (collectively\nreferred to as \"Claims\"), which you have, claim to have, ever had, or ever\nclaimed to have had against the Released Parties. This general release of Claims\nincludes, without implication of limitation, all Claims related to your\nemployment with the Company, the compensation provided to you by the Company,\nrights or benefits under the Plan, the circumstances of your termination from\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 4\n\n\nemployment with the Company, or your activities on behalf of the Company,\nincluding, without implication of limitation, any Claims of wrongful discharge,\nbreach of contract, breach of an implied covenant of good faith and fair\ndealing, tortious interference with advantageous relations, any intentional or\nnegligent misrepresentation, and unlawful discrimination or retaliation under\nany federal, state or local common law, statute, order, ordinance or regulation\n(including, without implication of limitation, Title VII of the Civil Rights Act\nof 1964, the Age Discrimination in Employment Act, The Americans with\nDisabilities Act and any similar California state or local law or ordinance).\nYou also waive any Claim for reinstatement, damages of any nature, severance\npay, attorney's fees, or costs. Notwithstanding anything in this general release\nto the contrary, this general release shall not be construed to limit your\nrights (i) to enforce this Agreement, (ii) to indemnification in accordance with\nthe Company's by-laws or (iii) to be covered as an insured under the terms and\nconditions of the Company's Directors and Officers insurance policy.\n\n           (b) You shall not hereafter pursue or accept damages or other relief\nin any type of claim or action against any of the Released Parties with respect\nto anything that has occurred up to your execution of this Agreement; provided,\nhowever, that nothing in this Agreement shall be construed to limit your rights\nunder this Agreement.\n\n           (c) You hereby represent and warrant that you have not heretofore\nassigned any Claim otherwise released pursuant to this Agreement to any third\nparty. You further represent and warrant that you have not heretofore filed any\nClaim with any court or administrative agency.\n\n        7. Acknowledgments of Waiver of Cal. Civ. Code Section 1542\n\n        You agree that you are releasing unknown claims and waiving all rights\nunder Section 1542 of the Civil Code of the State of California or under any\nstatute or common law principle of similar effect. Section 1542 provides as\nfollows:\n\n                A general release does not extend to claims which the creditor\n                does not know or suspect to exist in his favor at the time of\n                executing the release, which if known by him must have\n                materially affected his settlement with the debtor.\n\n        8. Employee Covenants\n\n        In accordance with the terms of this severance offer, the Company's\nobligation to provide and your eligibility to receive the payments and benefits\ndescribed in Sections 3 and 4 above (collectively, the \"Severance Benefits\") are\nexpressly conditioned upon your compliance with the following covenants. You\nunderstand and acknowledge that, in accordance with the terms of\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 5\n\n\nthis severance offer, in the event you materially breach your obligations to the\nCompany under the following covenants in this Section 8, the Company's\nobligation to provide the Severance Benefits to you shall cease, without\nprejudice to any other remedies that may be available to the Company. For\npurposes of this Agreement, the terms \"materially breach\" and \"material breach\"\nshall mean a breach of any covenant in this Section 8, other than an inadvertent\nand isolated breach, which breach cannot be and is not completely cured by you\nwithin 10 days after demand is made by the Company to cure such breach.\n\n            (a) Covenant Concerning Confidential Information.\n\n                (i) You acknowledge that, by reason of your duties for Company\n        you had access to and were brought into frequent contact with and became\n        informed of confidential or proprietary information which the Company\n        possesses or to which the Company has access, and which related to the\n        Company and\/or its business, is not generally known to the public or in\n        the trade and is a competitive asset and\/or constitutes a \"trade\n        secret,\" as that term is defined by the laws of Utah, of the Company\n        (collectively, \"Confidential Information\"). You further acknowledge and\n        agree that Confidential Information includes, without limitation, all\n        information, whether reduced to writing (or in a form from which\n        information can be obtained, translated, or derived into reasonably\n        usable form), or maintained in your mind or memory, which derives\n        independent economic value, actual or potential, from not being readily\n        known to or ascertainable by proper means by others who can obtain\n        economic value from the disclosure or use of such information, including\n        without limitation, non-public (A) planning data and marketing\n        strategies; (B) terms of any new products and investment strategies; (C)\n        information relating to personnel matters; (D) financial results and\n        information about business condition; (E) terms of any investment,\n        management or advisory agreement or other material contract; (F)\n        proprietary software and related documents; (G) client and prospecting\n        lists and contact persons at such clients and prospects; (H) business\n        relationships (prospective or otherwise); and (I) material information\n        concerning Customers or their operations, condition (financial or\n        otherwise) or plans. You hereby acknowledge and agree that reasonable\n        efforts have been put forth by the Company to maintain the\n        confidentiality of such Confidential Information.\n\n                (ii) You acknowledge that your employment created a relationship\n        of confidence and trust on your part with respect to Confidential\n        Information to which you have access during your employment, and that\n        Confidential Information, whether compiled or created by you or the\n        Company is and will remain the sole property of the Company. You\n        faithfully shall keep Confidential Information in strict confidence and\n        shall not, either directly or indirectly, at any time, make known,\n        divulge, reveal, furnish, make available, or use Confidential\n        Information without the prior written consent of an authorized officer\n        of the Company. You understand and acknowledge that your\n\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 6\n\n\n        obligations under this Section 8(a) will survive termination of your\n        employment, regardless of reason, and will continue indefinitely unless\n        and until any such Confidential Information has become, in Company's\n        reasonable judgment, stale, or, through no fault of yours, generally\n        known to the public or you are required by law (after providing the\n        Company with notice within not more than 24 hours after you become\n        notified or aware of such requirement) to make disclosure.\n\n                (iii) You shall not, directly or indirectly, use the Company's\n        Confidential Information to compete with the business or activities of\n        the Company.\n\n            (b) Covenant Concerning Solicitation of Customers.\n\n\n                (i) For two (2) years from the Termination Date (the \"Restricted\n        Period\"), you shall not, in any capacity, directly or indirectly, alone\n        or with others (A) solicit any Customer business that is competitive\n        with the Company's current business or planned business (as such current\n        business or planned business exists as of the Termination Date), (B)\n        divert, entice, or otherwise take away from the Company the business or\n        patronage of any Customer, (C) solicit or induce any Customer to\n        terminate or reduce its business relationship with the Company; (D)\n        refer a Customer to another provider of services or products competitive\n        with those of the Company (as such services or products are offered or\n        planned as of the Termination Date). The foregoing shall not be violated\n        by actions taken by you while working on behalf of Customers.\n\n                (ii) For purposes of this Section 8(b), \"Customer\" refers to any\n        person or entity with whom you had contact in your capacity as an\n        employee of Company and who (A) is purchasing goods or services from the\n        Company on the Termination Date , (B) has placed an order(s) for goods\n        or services with the Company as of the Termination Date, (C) regularly\n        purchases goods or services from the Company, even if no orders are\n        pending as of the Termination Date, (D) has purchased goods or services\n        from the Company within six (6) months preceding the Termination Date,\n        or (E) you solicited, directly or indirectly, in whole or in part, on\n        behalf of Company within one (1) year preceding the Termination Date.\n\n            (c) Covenant Concerning Solicitation of Employees.\n\n                (i) During the Restricted Period, you shall not in any capacity,\n        directly or indirectly: (A) solicit, encourage or take any other action\n        which is intended to induce any Person to terminate his or her\n        employment or other relationship with the Company; (B) interfere in any\n        manner with the contractual or employment relationship between the\n        Company and any Person; or (C) hire or retain any Person. The foregoing\n\n\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 7\n\n\n        shall not prohibit you from providing employment references to third\n        parties with respect to any Person who, at the time such reference is\n        provided, is no longer, through no fault of yours, employed or engaged\n        by the Company.\n\n                (ii) For purposes of this Section 8(c), the term \"Person\" refers\n        to any individual who provided services to the Company, directly or\n        indirectly, as an employee, independent contractor or consultant (other\n        than entities and individuals working for entities such as law firms,\n        accounting firms or management consulting firms) on or after January 1,\n        2001.\n\n            (d) Covenant Concerning Unfair Competition. During the Restricted\nPeriod, you shall not work as an employee of or independent contractor for any\nof the following entities or their respective affiliates: International Business\nMachines; Sun Microsystems; Microsoft; Oracle; Genuity; Critical Path; Network\nAppliances, Casheflow; Netegrity (\"Restricted Companies\"). You acknowledge and\nagree that in your capacity as Chief Financial Officer of Novell, you had access\nto Confidential Information, including, without limitation, Novell's business\nplans and strategies, that use or disclosure of that Confidential Information to\nRestricted Companies would be especially harmful to Novell and that it would be\nimpossible for you to perform any services for or on behalf of the foregoing\nentities without using or disclosing (inadvertently or otherwise) Confidential\nInformation. You agree that this Section 8(d) is intended to protect\nConfidential Information and is reasonably and narrowly drafted for that\npurpose. You further acknowledge and agree that this Section 8(d) does not\nprohibit or restrain you from pursuing an entire business, trade or profession\nand that the skills, experience and training that qualify you to be a chief\nfinancial officer are readily transferable to a wide range of business pursuits\nbeyond the limited restrictions contained herein.\n\n            (e) Cooperation. You shall use commercially reasonable best efforts\nto cooperate with Novell in the defense or prosecution of any claims or actions\nnow in existence or which may be brought in the future against or on behalf of\nNovell which relate to events or occurrences that transpired while you were\nemployed by Novell. Such cooperation in connection with such claims or actions\nshall include, but not be limited to, being available to meet with counsel to\nprepare for discovery or trial and to act as a witness on behalf of Novell at\nmutually convenient times. Similarly, you shall use commercially reasonable best\nefforts to cooperate with Novell in connection with any investigation or review\nby any federal, state or local agency or regulatory authority as any such\ninvestigation or review relates to events or occurrences that transpired while\nyou were employed by Novell. Novell shall attempt to make requests for such\ncooperation so as not to interfere with your search for or performance of your\nsubsequent employment. Novell shall provide and reimburse you for any reasonable\nout-of-pocket expenses incurred in connection with your performance of\nobligations pursuant to this Section 8(e).\n\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 8\n\n\n            (f) Nondisparagement. During the Restricted Period, you shall not\nwith intent to damage, take any action or make any statement, written or oral,\nto any current or former employee of Novell or to any other person which\ndisparages or criticizes Novell and its affiliates, its and their officers,\ndirectors, employees, or practices or which could disrupt or impair its or their\nnormal operations. Neither Novell formally (e.g., through press releases, SEC\nmandated public filings, etc.), nor any of its current senior management (i.e.,\ndirect reports to the Chief Executive Officer or the Chief Operating Officer of\nNovell), shall, with intent to damage, take any action or make any statement,\nwritten or oral, which disparages or criticizes you during the Restricted\nPeriod.\n\n            (g) Return of Property. All documents, records, materials, software,\nequipment, and other physical property, and all copies of any of the foregoing,\nwhether or not pertaining to Confidential Information, that have come into your\npossession or been produced by you in connection with your employment\n(\"Property\") have been and remain solely the property of the Company. You agree\nthat you will return to the Company all Property immediately; provided, that you\nmay retain, and Novell hereby assigns to you the home computer and laptop\ncomputer currently provided to you so long as you use your best efforts to\ncooperate with the Company to ensure that all Confidential Information and\nlicensed software are removed from said computers.\n\n            (h) Disclosure of Certain Provisions. You shall disclose the\nexistence and terms of this Section 8 to any prospective employer, partner or\nco-venturer prior to entering into an employment, partnership or other business\nrelationship with such person or entity.\n\n            (i) Breach. You specifically acknowledge and agree that (i) any\nmaterial breach by you of the provisions of Section 8 of this Agreement will\nresult in irreparable injury to the Company, (ii) a remedy at law alone will be\nan inadequate remedy for such breach, and (iii) in addition to any other remedy\nthe Company, it shall be entitled (a) to discontinue further payments to you,\n(b) to seek restitution from you, and (c) to enforce the specific performance of\nthis Agreement by and to obtain both temporary and permanent injunctive relief\nwithout the necessity of proving actual damages.\n\n            (j) Interpretation. The covenants contained herein are intended to\nbe construed as a series of separate covenants, one for each county, city and\nstate or other political subdivision within the United States. Except for\ngeographic coverage, each such separate covenant shall be deemed identical in\nterms to the covenants contained in the preceding paragraphs. If, at any\njudicial proceeding, the court shall refuse to enforce any of these separate\ncovenants (or any part thereof) deemed included in such paragraphs (after giving\neffect to\n\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 9\n\n\nSection 10 below), then such an unenforceable covenant (or such part) shall be\ndeemed to be eliminated from this Agreement for the purpose of those proceedings\nto the extent necessary to prevent the remaining separate covenants (or portions\nthereof) to be enforced.\n\n        9. Confidentiality of Agreement\n\n        You agree that you shall keep the terms of this Agreement strictly\nconfidential except as provided in Paragraph 8(h) hereof. Notwithstanding the\nforegoing, nothing in this Agreement shall prevent you from making disclosure\nregarding the terms of this Agreement (a) to your attorneys and accountants, but\nonly to the extent necessary to receive legal, accounting or tax advice, or (b)\nas required by court order or other legal process after first providing Novell\nwith notice within 24 hours of your receipt of such order or process.\n\n        10. Severability\n\n        You agree that if any portion or provision of this Agreement shall to\nany extent be declared illegal or unenforceable by a court of competent\njurisdiction, then the court may amend such portion or provision so as to comply\nwith the law in a manner consistent with the intention of this Agreement, the\nremainder of this Agreement, or the application of such illegal or unenforceable\nportion or provision in circumstances other than those as to which it is so\ndeclared illegal or unenforceable, shall not be affected thereby, and each\nportion and provision of the Plan shall be valid and enforceable to the fullest\nextent permitted by law.\n\n        11. Applicable Law, Jurisdiction and Venue\n\n        This Agreement shall be deemed to be made and entered into in the State\nof Utah, and shall in all respects be interpreted, enforced and governed under\nthe internal laws of Utah, without giving effect to choice of law principles\nthereunder. To that extent, you hereby agree to consent to exclusive personal\njurisdiction and venue of the State and Federal courts situated within or for\nUtah for purposes of enforcing this Agreement, and waive any objection that you\nmight have to personal jurisdiction or venue in those courts.\n\n        12. Assignment; Successors and Assigns, etc.\n\n        Neither the Company nor you may make any assignment of this Agreement or\nany interest herein, by operation of law or otherwise, without the prior written\nconsent of the other party; provided that the Company may assign its rights\nunder this Agreement without your consent in the event that it shall effect a\nreorganization, consolidate with or merge into any other corporation,\npartnership, organization or other entity (\"Purchaser\"), or transfer all or\nsubstantially all of its properties or assets to any Purchaser and provided\nfurther, the Company\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 10\n\n\nshall ensure that any such Purchaser assumes the remaining payment obligations\nunder Sections 3 and 4 above. This Agreement shall inure to the benefit of and\nbe binding upon the Company and you, their respective successors, executors,\nadministrators, heirs and permitted assigns.\n\n        13. Death\n\n        In the event you die prior to the third (3rd) anniversary of the\nEffective Date, the Company shall make the payments remaining under Sections 3\nand 4 hereunder to The Raney Family Trust, Dennis and Gwen Raney Trustees.\n\n        14. Integration.\n\n        This Agreement constitutes the entire agreement between the parties with\nrespect to the subject matter hereof and supersedes all prior agreements between\nthe parties with respect to any related subject matter.\n\n        15. Notices, Acknowledgments and Other Terms\n\n        You are advised to consult with an attorney before signing this\nAgreement.\n\n        This Agreement constitutes the entire agreement between you and the\nCompany, and all previous agreements or promises between you and the Company,\nwith the exception of those Option Agreements and Restricted Stock Agreements\nand the equity plan(s) to which they relate as described herein and the\nIntellectual Property Agreement by and between you and the Company dated May 28,\n1998, are hereby superseded, null, and void. You understand and agree that this\nis a full and final agreement applying not only to all claims as described above\nthat you know of, anticipate, or have been told about, but also to all claims\nthat are unknown, unanticipated, and undisclosed to you.\n\n        You acknowledge that you have been given the opportunity, if you so\ndesire, to consider this Agreement for twenty-one (21) days before executing it.\nIf not signed by you and returned to me so that I receive it within twenty-one\n(21) days of your receipt of the Agreement, this Agreement will not be valid. In\naddition, if you breach any of the conditions of the Agreement within the\ntwenty-one (21) day period, the offer of this Agreement will be withdrawn and\nyour execution of the Agreement will not be valid. In the event that you execute\nand return this Agreement within less than twenty-one (21) days of the date of\nits delivery to you, you acknowledge that such decision was entirely voluntary\nand that you had the opportunity to consider this letter agreement for the\nentire twenty-one (21) day period. The Company acknowledges that for a period of\nseven (7) days from the date of the execution of this Agreement, you shall\nretain the right to revoke this Agreement by written notice that I receive\nbefore the end of such period, and that this Agreement shall not become\neffective or enforceable\n\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 11\n\n\nuntil the expiration of such revocation period.\n\n        By signing this Agreement, you acknowledge that you are doing so\nvoluntarily. You also acknowledge that you are not relying on any\nrepresentations by the Company or any other representative of the Company\nconcerning the meaning of any aspect of this Agreement.\n\n        In the event of any dispute, this Agreement shall be construed as a\nwhole, shall be interpreted in accordance with its fair meaning, and shall not\nbe construed strictly for or against either you or the Company. The law of the\nState of Utah shall govern any dispute about this Agreement, including any\ninterpretation or enforcement of this Agreement, without giving effect to the\nconflict of laws principles of Utah law. In the event that any provision or\nportion of a provision of this Agreement shall be determined to be\nunenforceable, the remainder of this Agreement shall be enforced to the fullest\nextent possible as if such provision or portion of a provision were not\nincluded. This Agreement may be modified only by a written agreement signed by\nyou and an authorized representative of the Company.\n\n\n\nMr. Dennis Raney\nJuly 6, 2001\nPage 12\n\n\n        If you agree to these terms, please sign and date below and return this\nAgreement to me within the time limitation set forth above.\n\n\n\n                                             Sincerely,\n\n                                             NOVELL, INC.\n\n                                             By: \/s\/ ALAN J. FRIEDMAN\n                                                -------------------------------\n\nAccepted and agreed to:\n\n\/s\/ DENNIS R. RANEY                          July 17, 2001\n--------------------------                   ----------------------------------\nDennis Raney                                 Date\n\nJuly 14, 2001\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8378],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9551],"class_list":["post-40469","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-novell-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40469","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40469"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40469"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40469"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40469"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}