AMENDED AND RESTATED SEVERANCE COMPENSATION AND CHANGE OF CONTROL AGREEMENT

EXHIBIT 10.1

CENTRA SOFTWARE, INC.

AMENDED AND RESTATED SEVERANCE COMPENSATION AND CHANGE OF

CONTROL AGREEMENT

This Amended and Restated Severance Compensation and Change of Control Agreement (the “Agreement”) is made as of the 14th day of February, 2005 by and between Centra Software, Inc., a Delaware corporation (the “Company”), and Stephen A. Johnson of Danvers, Massachusetts (the “Employee”).

WHEREAS, the Employee currently serves as the Chief Financial Officer, Treasurer and Secretary of the Company;

WHEREAS, the Employee and the Company have entered into a Severance Compensation and Change of Control Agreement (the “Original Agreement”) as of the 1st day of July, 2003 and amended on the 3^rd day of August, 2004, providing for severance arrangements for the Employee under certain circumstances, and now wish to amend and restate the Original Agreement as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Company and the Employee agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

1.1. “Accrued Base Compensation”: all amounts of compensation for services rendered to the Company that have been earned or accrued through the date of the Employee’s termination of employment but that have not been paid as of such date including (i) Base Salary, (ii) reimbursement for reasonable and necessary business expenses incurred by the Employee on behalf of the Company during the period ending on such date, and (iii) vacation pay; provided, however, that Accrued Base Compensation shall not include any amounts described in clause (i) that have been deferred pursuant to any salary reduction or deferred compensation elections made by the Employee.

1.2. “Accrued Incentive Compensation” shall mean the quarterly variable bonus amount, as established by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), pro rated to the date of termination and payable only if and to the extent that the established targets for the applicable quarter were met.

1.3 “Annual Variable Bonus” shall mean the Employee’s target bonus amount per annum as established by the Compensation Committee of the Company’s Board of Directors.

1.4. “Base Salary” shall mean the Employee’s base compensation per annum as established by the Compensation Committee.

1.5. “Cause” shall mean (i) any act of personal dishonesty committed by the Employee in connection with his responsibilities as an employee or officer of the Company and intended to result in his substantial personal enrichment, (ii) the Employee’s conviction for a felony, (iii) a willful act by the Employee which constitutes gross misconduct and which is injurious to the Company, or (iv) continued, intentional failure by the Employee to perform his obligations as an Employee of the Company for thirty (30) days after the Company has delivered to him a written demand for performance which specifically describes the basis for the Company’s belief that he has intentionally failed to perform such obligations.

1.6. “Change of Control” shall mean (i) the sale of all or substantially all of the assets or issued and outstanding capital stock of the Company, (ii) merger or consolidation involving the Company in which stockholders of the Company immediately before such merger or consolidation do not own immediately after such merger or consolidation capital stock or other equity interests of the surviving corporation or entity representing more than fifty percent in voting power of capital stock or other equity interests of such surviving corporation or entity outstanding immediately after such merger or consolidation, or (iii) a change, without the approval of the Board of Directors, of a majority of the Board of Directors.

1.7 “Severance Compensation” shall mean the greater of (i) 100% of the Annual Variable Bonus amount established by the Compensation Committee of the Company’s board of directors for the fiscal year in which termination or Change of Control occurs plus 100% of the Employee’s Base Salary for such fiscal year or (ii) the highest Annual Variable Bonus paid to the Employee for any of the three fiscal years ended prior to the termination date or Change of Control plus the highest Base Salary paid to the Employee for any of the three fiscal years ended prior to the termination date or Change of Control.

2. Payments upon Termination.

2.1. If (a) the Company terminates the Employee’s employment, other than for Cause or upon the Employee’s death, (b) the Employee’s employment is terminated upon a Change of Control, or (c) the Employee voluntarily terminates his employment upon no less than three (3) months’ notice to the Company, on or before March 31, 2005 or (c) the Employee voluntarily terminates his employment upon no less than two (2) months’ notice to the Company after March 31, 2005 and before June