{"id":40470,"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-richard-a-nortz.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-novell-inc-and-richard-a-nortz","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-novell-inc-and-richard-a-nortz.html","title":{"rendered":"Separation Agreement &#8211; Novell Inc. and Richard A. Nortz"},"content":{"rendered":"<pre>\n                            [NOVELL, INC. LETTERHEAD]\n\n                                  July 12, 2001\n\n\n\nMr. Richard A. Nortz\n11826 Hidden Canyon Lane\nSandy, Utah  84092\n\n\nDear Rich:\n\nThis letter  agreement  (the  \"Agreement\")  confirms the agreement  that we have\nreached regarding your separation from employment with Novell, Inc. (\"Novell\" or\nthe  \"Company\").  The  purpose of this  Agreement  is to  establish  an amicable\narrangement for ending your employment relationship,  to release the Company and\nits  affiliates  from any claims that you may have  against any of them,  and to\npermit you to receive certain  separation pay,  acceleration of vesting of stock\noptions,  and related  benefits.  You  understand  that the benefits  under this\nAgreement  are greater than those  offered to you in lieu of those for which you\notherwise might be eligible under the Novell,  Inc. Senior Management  Severance\nPlan  (\"Plan\").  You  acknowledge  that you are  entering  into  this  Agreement\nvoluntarily. By entering into this Agreement, you understand that you are giving\nup your right to the  fullest  extent  permitted  by law to bring  legal  claims\nagainst the Company including,  among others, claims relating to your employment\nand its  termination.  If you were not to enter into this  Agreement and were to\nbring any claims  against the Company,  the Company  would dispute the merits of\nthose  claims and would  contend that it acted  lawfully  and for good  business\nreasons  with respect to you.  Neither the Company nor you want your  employment\nrelationship  to end with a legal dispute.  You  understand  that by offering to\nenter  into this  Agreement  the  Company  is not  admitting  in any way that it\nviolated any legal obligation that it owed to you or to any other person. To the\ncontrary,  the Company's  willingness to enter into this Agreement  demonstrates\nthat it is  continuing  to deal with you  fairly and in good  faith.  With those\nunderstandings and in exchange for the promises of you and the Company set forth\nbelow, you and the Company agree as follows:\n\n1.   Effective Date\n\n     This Agreement shall be deemed to have been executed as of the date of\n     your signature  below (the  \"Execution  Date\").  The Agreement shall become\n     effective  on the  eighth  (8th)  day  following  the  Execution  Date (the\n     \"Effective  Date\")  unless you exercise  your right to revoke in accordance\n     with Section 13 below.\n\n2.   Resignation\n\n     You hereby resign from your employment with Novell  effective as of January\n     31, 2002 provided that the Company may  accelerate  said  resignation on 30\n     days advance notice  (January 31, 2002 or such earlier date selected by the\n     Company hereafter referred to as the \"Resignation Date\"). You agree that on\n     the  Resignation  Date all offices and positions  that you hold with Novell\n     and all related or affiliated entities also terminate. The Company will pay\n     to you all base salary earned by you through the  Resignation  Date and all\n     accrued but unused vacation pay due to you based on your employment through\n     the Resignation Date. 3. Interim Employment\n\n      (a) You  acknowledge  and  agree  that  between  the date of this\n          letter and the Resignation Date (the \"Interim  Period\") that you shall\n          report to Novell's  Chief  Operating  Officer and shall  perform  such\n          tasks  as may be  assigned  to you,  including  transitioning  various\n          matters to the Company's five geographic presidents.\n\n      (b) Your eligibility for Severance Payments, Additional Severance\n          and  other  payments  and  benefits  under  Sections  3  and  4  above\n          (collectively,  the \"Severance Benefits\") hereunder will terminate if,\n          prior to the  Resignation  Date,  you  voluntarily  resign  from  your\n          employment with the Company without the consent of the Company or your\n          employment  is  terminated by the Company for \"cause.\" For purposes of\n          this Agreement, Novell shall be deemed to have cause to terminate your\n          employment if any of the following occur and, within 14 days following\n          your receipt of a written demand from the Company describing its basis\n          for believing cause exists,  you have failed to effectively  cure such\n          basis for cause: (i) your continued  violations of your obligations to\n          the Company which are demonstrably willful or deliberate on your part;\n\n          (ii) your engaging in willful  misconduct which is injurious to the\n               Company or its affiliates;\n\n         (iii) your commission of a felony, an act fraud against or the\n               misappropriation of property belonging to the Company or its\n               affiliates;\n\n          (iv) your breach, in any material respect, of the terms of\n               any confidentiality or proprietary information agreement between\n               you and the Company, including without limitation any breach by\n               you of your obligations under Section 8 hereinbelow; or\n\n            v) a determination by the Company's Chief Operating Officer\n               and Chief  Executive  Officer that you have  committed a material\n               violation of the Standards of Employee  Conduct,  which standards\n               may be altered  from time to time by the  Company,  as defined in\n               the most current version of the Company's Employee Handbook.  You\n               understand  and  agree  that the  foregoing  definition  of cause\n               applies only for purposes of this Agreement,  but is not intended\n               to  amend  or  modify  the  at-will  nature  of  your  employment\n               relationship.  (c) During the  Interim  Period,  your Base Salary\n               shall remain at an annualized rate of $425,000 per year.\n\n4.   Payments\n\n     In exchange for and subject to the terms and conditions of this  Agreement,\n     including,  without limitation, the general releases of claims in Section 7\n     (including the subsequent  delivery of the release  contemplated by Section\n     7(d)), Novell shall:\n\n     (a) Pay you Eight Hundred and Fifty Thousand Dollars  ($850,000)  (i.e., an\n     amount  equal to 200% of your Base Salary (the  \"Severance  Payment\").  The\n     Severance  Payment shall be paid by check or wire transfer,  as you direct,\n     by the Company to you in equal  installments  over twenty-four (24) months,\n     such  installments  payable in  accordance  with Novell's  regular  payroll\n     practices for senior executives, subject to your continuing compliance with\n     Section  8 below,  with the  first  such  payment  being  made on the first\n     regular payroll date next following the  Resignation  Date. For purposes of\n     this Agreement, the term \"Base Salary\" shall mean your gross base salary on\n     an annualized basis, exclusive of bonuses,  commissions and other incentive\n     pay, as in effect immediately prior to the Resignation Date.\n\n     (b)  Pay  you  Five  Hundred  and  Ten  Thousand  Dollars  ($510,000)  (the\n     \"Additional Severance\"). Subject to your continuing compliance with Section\n     8 below, the Additional  Severance shall be paid by check or wire transfer,\n     as you  direct,  by the  Company to you as  follows:  (i) Two  Hundred  and\n     Fifty-Five  Thousand  Dollars  ($255,000)  in a lump  sum  within  14  days\n     following the Resignation Date and (ii) Two Hundred and Fifty-Five Thousand\n     Dollars  ($255,000)  payable in four (4) equal  quarterly  installments  of\n     Sixty-Three  Thousand Seven Hundred and Fifty Dollars  ($63,750) each, with\n     the first such  installment due three (3) months  following the Resignation\n     Date and the final  installment  due  fifteen  (15)  months  following  the\n     Resignation Date.\n\n     (c)  Accelerate  the  vesting  of that  portion or  portions  of your stock\n     options and  restricted  stock  grants,  which would have vested within two\n     years  after the  Resignation  Date.  Subject to the  original  term of the\n     option  grant  or  grants,   the  vested  options  shall  otherwise  remain\n     exercisable,  subject to your  continuing  compliance with Section 8 below,\n     for a period of up to twelve (12) months  following  the  Resignation  Date\n     (January 31, 2002).  The Company hereby waives its repurchases  rights with\n     respect to vested restricted stock.\n\n     (d) Provide you with  reimbursement  for financial  planning and tax return\n     preparation,  not  to  exceed  Eleven  Thousand  Dollars  ($11,000)  in the\n     aggregate, for each of calendar year 2001 and 2002.\n\n5.   Benefits\n\n     Your  eligibility to participate in all Company  employee benefit plans and\n     programs will cease effective on or after the Resignation  Date pursuant to\n     applicable benefit plan terms and benefit practices.  Any continuing rights\n     to benefits  that you may have are  governed by the terms of those  benefit\n     plans and programs and the Consolidated  Omnibus Budget  Reconciliation Act\n     of 1986, as amended.  The Company  shall pay you a monthly  amount equal to\n     the premium it would have paid on your behalf if you had remained employed,\n     under your health and dental plan elections in effect as of the Resignation\n     Date, until the earlier of the date on which you become eligible for health\n     or dental coverage through another employer or the second (2nd) anniversary\n     of the Resignation Date.\n\n6.   Tax Deductions and Reporting\n\n     Novell shall reduce all payments made to you under this  Agreement by those\n     deductions and  withholdings  that it reasonably  determines to be required\n     for  tax  purposes  and  shall  make  such  tax-related  reporting  that it\n     reasonably  determines to be required  with respect to payments  under this\n     Agreement.\n\n7.   General Releases of Claims\n\n     You  voluntarily  release  and  discharge  Novell  and its  affiliates  and\n     subsidiaries,  its  and  their  respective  predecessors,  successors,  and\n     assigns,  and  the  current  and  former  officers,  directors,  investors,\n     shareholders,  employees, and agents of the foregoing (any and all of which\n     hereinafter are referred to as the \"Released  Parties\")  generally from all\n     charges,  complaints,  claims,  promises,  agreements,  causes  of  action,\n     damages, and debts of any nature whatsoever, known or unknown (collectively\n     referred to as \"Claims\"),  which you have, claim to have, ever had, or ever\n     claimed to have had against the Released  Parties.  This general release of\n     Claims includes,  without implication of limitation,  all Claims related to\n     your employment with the Company,  the compensation  provided to you by the\n     Company,  rights or  benefits  under the Plan,  the  circumstances  of your\n     termination from employment with the Company,  or your activities on behalf\n     of the Company, including, without implication of limitation, any Claims of\n     wrongful  discharge,  breach of contract,  breach of an implied covenant of\n     good  faith  and fair  dealing,  tortious  interference  with  advantageous\n     relations,  any  intentional or negligent  misrepresentation,  and unlawful\n     discrimination or retaliation under any federal, state or local common law,\n     statute, order, ordinance or regulation (including,  without implication of\n     limitation,   Title  VII  of  the  Civil  Rights  Act  of  1964,   the  Age\n     Discrimination  in Employment Act, The Americans with  Disabilities Act and\n     any similar California state or local law or ordinance). You also waive any\n     Claim for reinstatement,  damages of any nature,  severance pay, attorney's\n     fees,  or costs.  Notwithstanding  anything in this general  release to the\n     contrary,  this general  release shall not be construed to limit your right\n     to enforce this Agreement.\n\n     (a) You shall not hereafter pursue or accept damages or other relief in any\n     type of claim or action against any of the Released Parties with respect to\n     anything  that  has  occurred  up to  your  execution  of  this  Agreement;\n     provided,  however,  that nothing in this  Agreement  shall be construed to\n     limit your rights under this Agreement.\n\n     (b) You hereby represent and warrant that you have not heretofore  assigned\n     any Claim otherwise released pursuant to this Agreement to any third party.\n     You further  represent and warrant that you have not  heretofore  filed any\n     Claim with any court or administrative agency. (c) As a condition precedent\n     to the Company's  obligation to provide to you the Severance Benefits,  you\n     shall execute on or after the Resignation Date,  deliver to the Company and\n     not revoke the additional Release attached hereto as Exhibit A.\n\n8.   Employee Covenants\n\n     In  accordance  with  the  terms of this  severance  offer,  the  Company's\n     obligation  to  provide  and your  eligibility  to  receive  the  Severance\n     Benefits are expressly  conditioned upon your compliance with the following\n     covenants.  You understand  and  acknowledge  that, in accordance  with the\n     terms of this severance  offer, in the event you breach your obligations to\n     the Company under the  following  covenants,  the  Company's  obligation to\n     provide  Severance  Benefits to you shall cease,  without  prejudice to any\n     other remedies that may be available to the Company.\n\n     (a) Covenant Concerning Confidential Information.  You acknowledge that, by\n     reason of your duties for Company you had access to and were  brought  into\n     frequent  contact with and became  informed of  confidential or proprietary\n     information which the Company possesses or to which the Company has access,\n     and which  related to the Company  and\/or its  business,  is not  generally\n     known to the  public  or in the  trade and is a  competitive  asset  and\/or\n     constitutes a \"trade  secret,\" as that term is defined by the laws of Utah,\n     of the  Company  (collectively,  \"Confidential  Information\").  You further\n     acknowledge  and agree  that  Confidential  Information  includes,  without\n     limitation, all information,  whether reduced to writing (or in a form from\n     which 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 economic\n     value from the  disclosure or use of such  information,  including  without\n     limitation,  non-public  (A) planning  data and marketing  strategies;  (B)\n     terms  of any new  products  and  investment  strategies;  (C)  information\n     relating to personnel matters;  (D) financial results and information about\n     business  condition;  (E) terms of any  investment,  management or advisory\n     agreement or other material contract;  (F) proprietary software and related\n     documents;  (G) client and  prospecting  lists and contact  persons at such\n     clients  and  prospects;   (H)  business   relationships   (prospective  or\n     otherwise);  and (I)  material  information  concerning  Customers or their\n     operations,  condition  (financial  or  otherwise)  or  plans.  You  hereby\n     acknowledge  and agree that  reasonable  efforts have been put forth by the\n     Company to maintain the confidentiality of such Confidential Information.\n\n     (b)  You  acknowledge  that  your  employment  created  a  relationship  of\n     confidence and trust on your part with respect to Confidential  Information\n     to which you have access  during  your  employment,  and that  Confidential\n     Information,  whether compiled or created by you or the Company is and will\n     remain  the  sole  property  of the  Company.  You  faithfully  shall  keep\n     Confidential  Information  in  strict  confidence  and  shall  not,  either\n     directly or indirectly,  at any time, make known, divulge, reveal, furnish,\n     make available,  or use Confidential  Information without the prior written\n     consent  of an  authorized  officer  of the  Company.  You  understand  and\n     acknowledge  that your  obligations  under this  Section  8(a) will survive\n     termination  of your  employment,  regardless of reason,  and will continue\n     indefinitely unless and until any such Confidential Information has become,\n     in Company's  reasonable  judgment,  stale,  or, through no fault of yours,\n     generally  known to the public or you are required by law (after  providing\n     the  Company  with prior  notice and a prior  opportunity  to contest  such\n     requirement) to make disclosure.\n\n     (c) You shall not, directly or indirectly,  use the Company's  Confidential\n     Information to compete with the business or activities of the Company.\n\n     (d) Covenant Concerning Solicitation of Customers.\n\n          (i)  While you remain  employed  by the Company and for two years from\n               the Resignation Date (the \"Restricted Period\"), you shall not, in\n               any capacity,  directly or  indirectly,  alone or with others (A)\n               solicit of any Customer  business  that is  competitive  with the\n               Company's  current  business  or planned  business,  (B)  divert,\n               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;\n               (D) refer a Customer to another  provider of services or products\n               competitive  with those of the Company;  or (E) attempt to do any\n               of the foregoing.\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\n               from the  Company  on the  Resignation  Date , (B) has  placed an\n               order(s)  for  goods  or  services  with  the  Company  as of the\n               Resignation Date, (C) regularly  purchases goods or services from\n               the Company,  even if no orders are pending as of the Resignation\n               Date, (D) has purchased goods or services from the Company within\n               six  (6)  months  preceding  the  Resignation  Date,  or (E)  you\n               solicited, directly or indirectly, in whole or in part, on behalf\n               of Company within one (1) year preceding the Resignation Date.\n\n     (e) 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\n               action which is intended to induce any Person to terminate his or\n               her  employment  or  other  relationship  with the  Company;  (B)\n               interfere  in any  manner  with  the  contractual  or  employment\n               relationship  between the Company and any Person;  or (C) hire or\n               retain any Person.\n\n          (ii) For purposes of this Section 8(c),  the term  \"Person\"  refers to\n               any individual who provided services to the Company,  directly or\n               indirectly, as an employee,  independent contractor or consultant\n               (other than entities and individuals working for entities such as\n               law firms, accounting firms or management consulting firms) on or\n               after January 1, 2001.\n\n     (f) Covenant Concerning Unfair  Competition.  During the Restricted Period,\n     you shall not  directly  or  indirectly  engage in  (whether  as  employee,\n     consultant,  proprietor,  partner,  director  of  otherwise),  or have  any\n     ownership  interest  in,  or  participate  in  the  financing,   operation,\n     management or control of, any person, firm, corporation or business that is\n     a Restricted  Business in a Restricted  Territory without the prior written\n     consent of the Chief Executive Officer of Novell. You acknowledge and agree\n     in your capacity as Senior Vice  President of Field  Operations for Novell,\n     you had access to Confidential Information,  including, without limitation,\n     Novell's  business plans and strategies,  especially with respect to sales,\n     marketing and product development, and that you had access to and benefited\n     from Novell's  goodwill with its customers and prospective  customers.  You\n     further  acknowledge  and agree that your use or disclosure of Confidential\n     Information or  misappropriation  of Novell's  goodwill would be especially\n     harmful  to  Novell.  You  further  acknowledge  and agree that it would be\n     impossible for you to perform any services for or on behalf of a Restricted\n     Business  without  using and\/or  disclosing  (inadvertently  or  otherwise)\n     Confidential  Information or misappropriating  (inadvertently or otherwise)\n     goodwill of Novell. You agree that this Section 8(d) is intended to protect\n     Confidential  Information  and  goodwill  and is  reasonably  and  narrowly\n     drafted for that purpose.\n\n     For purposes of this Agreement,  the term \"Restricted  Business\" shall mean\n     any of the following entities or their respective affiliates; International\n     Business Machines; Sun Microsystems;  Microsoft;  Oracle; Genuity; Critical\n     Path; Network Appliances;  Cashflow; or Entegrity (\"Restricted Companies\").\n     You acknowledge and agree that in your capacity as Senior Vice President of\n     Field  Operations for Novell,  you had access to Confidential  Information,\n     including, without limitation, Novell's business plans and strategies, that\n     use or disclosure of that Confidential  Information to Restricted Companies\n     would be especially  harmful to Novell and that it would be impossible  for\n     you to perform  any  services  for or on behalf of the  foregoing  entities\n     without  using or  disclosing  (inadvertently  or  otherwise)  Confidential\n     Information.  You agree  that this  Section  8(d) is  intended  to  protect\n     Confidential  Information  and is reasonably and narrowly  drafted for that\n     purpose.  You further acknowledge and agree that this Section 8(d) does not\n     prohibit  or  restrain  you from  pursuing  an  entire  business,  trade or\n     profession and that the skills, experience and training that qualify you to\n     be a Sr. V.P. of Field Operations are readily  transferable to a wide range\n     of business pursuits beyond the limited restrictions contained herein..\n\n     For purposes of this Agreement,  the term \"Restricted Territory\" shall mean\n     the counties, cities, municipalities or states of the United States.\n\n     (g)  Cooperation.  You shall  cooperate fully with Novell in the defense or\n     prosecution of any claims or actions now in existence or which\n     may be brought in the future against or on behalf of Novell which relate to\n     events or occurrences  that  transpired  while you were employed by Novell.\n     Your full  cooperation  in  connection  with such  claims or actions  shall\n     include,  but not be limited to,  being  available  to meet with counsel to\n     prepare for  discovery or trial and to act as a witness on behalf of Novell\n     at mutually  convenient  times.  Similarly,  you shall cooperate fully with\n     Novell in connection with any investigation or review by any federal, state\n     or local agency or regulatory authority as any such investigation or review\n     relates to events or occurrences that transpired while you were employed by\n     Novell.  Novell shall attempt to make requests for such  cooperation  so as\n     not to interfere  with your search for or  performance  of your  subsequent\n     employment.  Novell  shall  provide and  reimburse  you for any  reasonable\n     out-of-pocket  expenses  incurred in connection  with your  performance  of\n     obligations pursuant to this Section 8(e).\n\n     (h) Nondisparagement.  You shall not take any action or make any statement,\n     written or oral, to any person which disparages or criticizes Novell or its\n     affiliates, or their officers, directors, employees, or practices, or which\n     could disrupt or impair its or their normal operations. Novell shall direct\n     its senior  managers  who are  informed of this  Agreement  not to take any\n     action  or make  any  statement,  written  or  oral,  which  disparages  or\n     criticizes you.\n\n     (i)  Return of  Property.  All  documents,  records,  materials,  software,\n          equipment,  and other physical property,  and all copies of any of the\n          foregoing, whether or not pertaining to Confidential Information, that\n          have come into your  possession  or been produced by you in connection\n          with your  employment  (\"Property\")  have been and  remain  solely the\n          property of the Company. You agree that you will return to the Company\n          all Property immediately.\n\n     (j) Disclosure of Certain Provisions.  You shall disclose the existence and\n     terms of this Section 8 to any prospective employer, partner or co-venturer\n     prior  to  entering  into an  employment,  partnership  or  other  business\n     relationship with such person or entity.\n\n     (k) Breach.  You specifically  acknowledge and agree that (i) any breach by\n     you of the  provisions of Section 8 of this Agreement will result in\n     irreparable  injury to the  Company,  (ii) a remedy at law alone will be an\n     inadequate  remedy  for such  breach,  and (iii) in  addition  to any other\n     remedy  the  Company,  it  shall be  entitled  (a) to  discontinue  further\n     payments  to  you,  (b) to  immediate  return  by you of all  consideration\n     theretofore  provided to you under this  Agreement,  and (c) to enforce the\n     specific  performance of this Agreement by and to obtain both temporary and\n     permanent  injunctive  relief  without  the  necessity  of  proving  actual\n     damages.\n\n     (l)  Interpretation.  The  covenants  contained  herein are  intended to be\n     construed as a series of separate covenants,  one for each county, city and\n     state or other political  subdivision within the United States.  Except for\n     geographic coverage,  each such separate covenant shall be deemed identical\n     in terms to the covenants contained in the preceding paragraphs. If, at any\n     judicial  proceeding,  the  court  shall  refuse  to  enforce  any of these\n     separate covenants (or any part thereof) deemed included in such paragraphs\n     (after  giving  effect to  Section 10  below),  then such an  unenforceable\n     covenant  (or such  part)  shall  be  deemed  to be  eliminated  from  this\n     Agreement for the purpose of those  proceedings to the extent  necessary to\n     prevent  the  remaining  separate  covenants  (or  portions  thereof) to be\n     enforced.\n\n9.   Confidentiality of Agreement\n\n     You agree that you shall keep the terms of this  Agreement  terms  strictly\n     confidential  except as provided in Paragraph 8(h) hereof.  Notwithstanding\n     the  foregoing,  nothing in this  Agreement  shall  prevent you from making\n     disclosure  regarding the terms of this Agreement (a) to your attorneys and\n     accountants,  but only to the extent necessary to receive legal, accounting\n     or tax advice, or (b) unless required by court order or other legal process\n     after first providing  Novell with notice and an opportunity to oppose such\n     order or process.\n\n10.  Severability\n\n     You agree that if any portion or provision of this  Agreement  shall to any\n     extent  be  declared  illegal  or  unenforceable  by a court  of  competent\n     jurisdiction,  then the court may amend such  portion or provision so as to\n     comply  with the law in a manner  consistent  with  the  intention  of this\n     Agreement,  the remainder of this  Agreement,  or the  application  of such\n     illegal or unenforceable  portion or provision in circumstances  other than\n     those as to which it is so declared illegal or unenforceable,  shall not be\n     affected thereby, and each portion and provision of the Plan shall be valid\n     and enforceable to the fullest extent permitted by law. 11. Applicable Law,\n     Jurisdiction and Venue\n\n     This Agreement  shall be deemed to be made and entered into in the State of\n     Utah, and shall in all respects be interpreted, enforced and governed under\n     the  internal  laws  of  Utah,  without  giving  effect  to  choice  of law\n     principles  thereunder.  To that  extent,  you  hereby  agree to consent to\n     exclusive  personal  jurisdiction and venue of the State and Federal courts\n     situated within or for Utah for purposes of enforcing this  Agreement,  and\n     waive any objection that you might have to personal  jurisdiction  or venue\n     in those courts.\n\n12.  Assignment; Successors and Assigns, etc.\n\n     Neither the Company nor you may make any  assignment  of this  Agreement or\n     any interest  herein,  by operation of law or otherwise,  without the prior\n     written  consent of the other party;  provided  that the Company may assign\n     its rights under this  Agreement  without your consent in the event that it\n     shall  effect a  reorganization,  consolidate  with or merge into any other\n     corporation,  partnership,  organization or other entity (\"Purchaser\"),  or\n     transfer  all or  substantially  all of its  properties  or  assets  to any\n     Purchaser  and  provided  further,  the Company  shall ensure that any such\n     Purchaser assumes the remaining payment obligations under Sections 3, 4 and\n     5 above.  This Agreement  shall inure to the benefit of and be binding upon\n     the   Company   and   you,   their   respective   successors,    executors,\n     administrators, heirs and permitted assigns.\n\n13.  Notices, Acknowledgments and Other Terms\n\n     You are advised to consult with an attorney before signing this Agreement.\n\n     This  Agreement  constitutes  the  entire  agreement  between  you  and the\n     Company,  and all  previous  agreements  or  promises  between  you and the\n     Company, with the exception of those Option Agreements and Restricted Stock\n     Agreements and the equity plan(s) to which they relate as described  herein\n     and the Intellectual  Property Agreement by and between you and the Company\n     dated  October  3,  1995,  are  hereby  superseded,  null,  and  void.  You\n     understand and agree that this is a full and final  agreement  applying not\n     only to all claims as described above that you know of, anticipate, or have\n     been told about,  but also to all claims that are  unknown,  unanticipated,\n     and undisclosed to you.\n\n     You acknowledge that you have been given the opportunity, if you so desire,\n     to consider this Agreement for twenty-one (21) days before executing it. If\n     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\n     valid.  In addition,  if you breach any of the  conditions of the Agreement\n     within the twenty-one (21) day period,  the offer of this Agreement will be\n     withdrawn  and your  execution of the Agreement  will not be valid.  In the\n     event  that  you  execute  and  return  this  Agreement  within  less  than\n     twenty-one  (21) days of the date of its delivery to you,  you  acknowledge\n     that such decision was entirely  voluntary and that you had the opportunity\n     to  consider  this  letter  agreement  for the entire  twenty-one  (21) day\n     period. You further agree that any changes to this Agreement  negotiated by\n     the  parties  since it was first  presented  to you on July 12, 2001 do not\n     start a new twenty-one (21) day period. The Company acknowledges that for a\n     period of seven (7) days from the date of the execution of this  Agreement,\n     you shall retain the right to revoke this  Agreement by written notice that\n     I receive before the end of such period,  and that this Agreement shall not\n     become  effective or enforceable  until the  expiration of such  revocation\n     period.\n\n     By  signing  this  Agreement,   you  acknowledge  that  you  are  doing  so\n     voluntarily.  You  also  acknowledge  that  you  are  not  relying  on  any\n     representations  by the Company or any other  representative of the Company\n     concerning the meaning of any aspect of this Agreement.\n\n     In the event of any dispute,  this Agreement shall be construed as a whole,\n     shall be interpreted in accordance with its fair meaning,  and shall not be\n     construed strictly for or against either you or the Company. The law of the\n     State of Utah shall govern any dispute about this Agreement,  including any\n     interpretation  or enforcement of this Agreement,  without giving effect to\n     the  conflict  of laws  principles  of Utah  law.  In the  event  that  any\n     provision or portion of a provision of this  Agreement  shall be determined\n     to be  unenforceable,  the remainder of this Agreement shall be enforced to\n     the fullest extent  possible as if such provision or portion of a provision\n     were  not  included.  This  Agreement  may be  modified  only by a  written\n     agreement signed by you and an authorized representative of the Company.\n\n\n\n\n\n\n     If you agree to these  terms,  please  sign and date below and return  this\n     Agreement to me within the time limitation set forth above.\n\n                                                 Sincerely,\n\n                                                 NOVELL, INC.\n\n                                        By:      \/s\/ Alan J. Friedman  8\/10\/01\n\n\n\n                                                 Accepted and agreed to:\n\n                                      \/s\/ Richard A. Nortz           Aug 6, 2001\n                                      ------------------------------------------\n                                          Richard A. 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