Exhibit
10.6
AMENDMENT 2007-1 TO
THE
SEVERANCE
AGREEMENT
THIS AMENDMENT 2007-1
, dated as of May 2, 2007, is
entered into by and between Novell, Inc., a Delaware corporation
(the “Company”) and John Dragoon (the
“Executive”).
RECITALS
WHEREAS , the Executive previously entered into a
severance agreement with the Company, dated February 8, 2007,
(the “Severance Agreement”), that sets forth certain
compensation and benefits for the Executive in the event the
Executive’s service with the Company is
terminated;
WHEREAS , due to a scrivener’s error, the
definition of “Cause” does not fully reflect the mutual
agreement between the parties;
WHEREAS , the Company and the Executive mutually desire
to amend the Severance Agreement to correct the definition of
“Cause;” and
WHEREAS , Section 19 of the Severance Agreement
provides that the Company and the Executive may amend the Severance
Agreement by written agreement.
NOW, THEREFORE
, the Company and the Executive
hereby agree that the Severance Agreement shall be amended as
follows:
1. The definition of
“Cause” under Section 1 of the Severance Agreement
is hereby deleted in its entirety and replaced with the following
complete definition:
“Cause:’
(i) For purposes of Involuntary
Termination Prior to a Change in Control, means a determination by
the Company’s Chief Executive Officer or Senior Vice
President-People, in either case with legal advice and consultation
of the Company’s Senior Vice President – General
Counsel, acting in his authority as the Company’s general
counsel, that the Executive has committed any of the following
acts:
(A) continued violations of the
Executive’s obligations which are demonstrably willful or
deliberate on the Executive’s part after there has been
delivered to the Executive a written demand for performance from
the Company which describes the basis for the Company’s
belief that the Executive 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) committ
