NOVELL INC
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>f67998ex10-11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>

<PAGE>   1

                                                                   EXHIBIT 10.11

                                  NOVELL, INC.
                            KEY EMPLOYMENT AGREEMENT


        THIS KEY EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
this March 18, 1997 (the "Effective Date"), by and between NOVELL, INC., a
Delaware corporation, 122 East 1700 South, Provo, Utah ("Novell"), and Eric
Schmidt ("Employee").


                                    RECITALS

        A.      Novell is engaged in the process of developing, manufacturing
                and marketing computer hardware and software.

        B.      Commencing upon the Effective Date and through April 6, 1997
                (the "Part-Time Employment Period"), Employee shall be a
                part-time employee of Novell, familiarizing himself with
                Novell's business operations. On April 7, 1997, Employee will
                become (i) the Chief Executive Officer of Novell, and (ii)
                subject to continued election to the Board by the vote of the
                stockholders of the Company, a member of the Board.

        C.      In consideration of the benefits of new employment by Novell, as
                well as other good and valuable consideration set forth herein,
                Employee agrees to enter into this Agreement.

        NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained and for good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto intending to be legally
bound, hereby agree as follows.

I.      Definitions: As used herein, the following definitions shall apply:

        A.      "Board" shall mean Novell's Board of Directors.

        B.      "Cause" shall mean Employee's termination only upon:

                1.      Employee's continued violations of Employee's
                        obligations to perform the duties and responsibilities
                        normally required of a chief executive officer which are
                        demonstrably willful or deliberate on Employee's part
                        after there has been delivered to Employee a written
                        demand for performance from Novell which described the
                        basis for Novell's belief that Employee has not
                        substantially performed his duties;

                2.      Employee's engaging in willful misconduct which is
                        materially injurious to Novell or its affiliates;

                3.      Employee's committing a felony, an act of fraud against
                        or the misappropriation of property belonging to Novell
                        or its affiliates; or



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                4.      Employee's willful breaching, in any material respect,
                        the terms of this Agreement or any confidentiality or
                        proprietary information agreement between Employee and
                        Novell.

        C.      A "Change in Control" shall be deemed to have occurred if:

                1.      Novell sells or otherwise disposes of all or
                        substantially all of its assets;

                2.      There is a merger, consolidation or any other corporate
                        reorganization of Novell with any other corporation or
                        corporations or any other entity or person (or a related
                        series of such transactions), provided that the
                        stockholders of Novell, as a group, do not hold,
                        immediately after such event, at least 50% of the voting
                        power of the surviving or successor corporation or any
                        series of transactions.

                3.      Any person or entity, including any "person" as such
                        term is used in Section 13(d)(3) of the Securities
                        Exchange Act of 1934, as amended (the "Exchange Act"),
                        becomes the "beneficial owner" (as defined in the
                        Exchange Act) of Common Stock of Novell representing 40%
                        or more of the combined voting power of the voting
                        securities of Novell.

        D.      "Code" shall mean the Internal Revenue Code of 1986, as amended.

        E.      "Constructive Termination" shall mean that the Employee has
                terminated employment with Novell or its affiliated entities
                because, although Novell has not terminated the Employee's
                employment involuntarily, either the Employee's position, annual
                base salary or responsibilities have been significantly reduced.
                For purposes of this Agreement, a reduction of twenty percent
                (20%) or more in Employee's annual base salary in effect
                immediately prior to such reduction will be deemed to be a
                significant reduction. A reduction in the Employee's annual base
                salary that is part of an overall reduction in compensation also
                applied to other senior executives of Novell as a result of
                decreased business performance by Novell or one of its business
                units shall not constitute a Constructive Termination.

        F.      "Novell" shall mean Novell and its subsidiaries.

        G.      "Restricted Business" shall mean:

                1.      the design, development, manufacture, marketing or
                        support of local or wide area network products, computer
                        operating systems, applications products, or any other
                        software products of the type designed, developed,
                        manufactured, sold or supported by Novell or as proposed
                        to be designed, developed, manufactured, sold or
                        supported by Novell pursuant to a development project
                        which is actually being pursued during the term of this
                        Agreement; and

                2.      any business which directly competes with the hardware
                        and software business of Novell.

        H.      "Restricted Territory" shall mean the counties, cities or states
                of the United States.

II.     Employment and Term



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        A.      This Agreement shall commence as of the Effective Date and shall
                continue until all obligations of the parties hereto are
                discharged following Employee's termination of employment.

        B.      During the term hereof, and subject to other provisions set
                forth herein, Novell may terminate Employee's employment for
                Cause or without Cause.

        C.      If Employee's employment is terminated for Cause or if Employee
                resigns his employment other than upon a Constructive
                Termination, no compensation or payments will be paid or
                provided to Employee pursuant to this Agreement for the period
                following the date upon which such a termination of employment
                is effective.

        D.      If Novell terminates Employee's employment other than for Cause
                or if a Constructive Termination occurs: (i) Employee shall be
                entitled to receive a severance payment from Novell in an amount
                equal to one times Employee's rate of annual base salary and
                Target Bonus (as defined herein) at the time of termination;
                (ii) Employee shall be entitled to receive an amount equal to
                the cost of COBRA continuation for a period of one year after
                termination; (iii) Novell agrees to accelerate the vesting of
                that portion of Employee's stock options, if any, which would
                have vested within one year after the date of Employee's
                termination; and (iv) in the event that Employee holds any
                shares subject to Novell repurchase rights upon termination of
                employment or consulting relationship with the Company, Novell
                agrees to waive such repurchase rights as to the vesting of all
                such shares. The severance payment shall be payable in 12 equal
                monthly installments.

        E.      During the Part-Time Employment Period, Novell shall pay the
                Employee at the rate of $1000 per week. Following the Part-Time
                Employment Period and while employed by Novell pursuant to this
                Agreement, Novell shall pay the Employee as compensation for his
                services a base salary at the annualized rate of $600,000 (the
                "Base Salary"), subject to normal review for potential cost of
                living or performance adjustments. Such salary shall be paid
                periodically in accordance with normal Novell payroll practices
                and subject to the usual, required withholding. Employee
                understands and agrees that neither his job performance nor
                promotions, commendations, bonuses or the like from Novell give
                rise to or in any way serve as the basis for modification,
                amendment, or extension, by implication or otherwise, of this
                Agreement.

        F.      If Employee remains employed by Novell through October 31, 1997,
                Employee shall receive a bonus payment equal to six hundred
                thousand dollars ($600,000) multiplied by a fraction, the
                numerator of which shall be the number of days between the
                Effective Date and October 31, 1997 and the denominator of which
                shall be three hundred and sixty-five, less applicable
                withholding.

        G.      Following October 31, 1997, in addition to Employee's Base
                Salary, Employee will participate in Novell's then current
                incentive bonus program under which Employee will be entitled to
                earn incentive bonus compensation equal to:

                (i)     100% of Employee's base salary if certain performance
                        goals are met (the "Target Bonus"); and

                (ii)    Such additional bonus compensation as may be specified
                        by the Board should such goals be exceeded.



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        H.      On the Effective Date, Employee shall be granted stock options
                to purchase a total of two million seven hundred and fifty
                thousand shares (2,750,000) shares of Novell Common Stock with a
                per share exercise price equal to 100% of the "Fair Market
                Value," as such term is defined in the Novell 1991 Stock Plan
                (the "Stock Plan"). These options shall be for a term of ten
                years (or shorter upon termination of Employee's employment or
                consulting relationship with Novell) and, subject to accelerated
                vesting as set forth elsewhere herein, shall vest as to 20% of
                the shares originally subject to the option on the first
                anniversary of the date of grant, and as to of 1/60th of the
                shares originally subject to the option each month thereafter,
                so as to be 100% vested five years from the date of grant,
                conditioned upon Employee's continued employment or consulting
                relationship with Novell as of each vesting date. Except as
                specified otherwise herein, these option grants are in all
                respects subject to the terms, definitions and provisions of the
                Stock Plan and all the standard form of stock option agreement
                thereunder to be entered into by and between Employee and Novell
                (the "Option Agreement"), both of which documents are
                incorporated herein by reference; provided, however, that to the
                extent such options may not be granted under the Stock Plan by
                virtue of the limitation on the number of shares subject to
                option that may be granted thereunder in any fiscal year of
                Novell, they shall be granted outside of the Stock Plan pursuant
                to a written option agreement containing the same terms and
                conditions. Any such non-Stock Plan stock options shall be
                registered by the Company on Form S-8 as soon following the
                Effective Time as is practicable.

        I.      On the Effective Date, Employee shall purchase nine hundred
                thousand shares of Novell Common Stock for a purchase price of
                nine thousand dollars ($9,000) (the "Restricted Stock"). Subject
                to accelerated vesting as specified elsewhere in this Agreement,
                the Restricted Stock shall vest as to (i) 30% of the shares
                purchased on the first anniversary of the Employment
                Commencement Date, (ii) 25% of the shares purchased on the
                second anniversary of the Employment Commencement Date, (iii)
                20% of the shares purchased on the third anniversary of the
                Employment Commencement Date, (iv) 15% of the shares purchased
                on the fourth anniversary of the Employment Commencement Date,
                and (v) 10% of the shares purchased on the fifth anniversary of
                the Employment Commencement Date, so as to be 100% vested five
                years following the Employment Commencement Date, conditioned
                upon Employee's continued employment or consulting relationship
                with Novell as of such vesting dates. Except as otherwise
                specified herein, in the event that Employee's employment or
                consulting relationship with Novell terminates, any unvested
                Restricted Stock shall be subject to repurchase by Novell for
                the per share purchase price originally paid by Employee. This
                award is in all respects subject to the terms, definitions and
                provisions of the Stock Plan and the standard form of restricted
                stock purchase agreement to be entered into by and between
                Employee and Novell (the "Restricted Stock Purchase Agreement"),
                both of which documents are incorporated herein by reference.
                Notwithstanding anything in this Agreement to the contrary, in
                the event that the sale by Employee of Novell common stock is
                restricted by federal securities laws (other than Section 16 of
                the Securities Exchange Act of 1934, as amended) or the insider
                trading policies of Novell, at the time any tax liability arises
                as a result of the vesting of Restricted Stock, Novell shall
                loan to Employee sufficient funds to pay such tax liability.
                Such loan shall be pursuant to a Promissory Note, which shall
                accrue interest at the minimum applicable federal rate to avoid
                the imputation of income to the Employee, and shall be payable
                by Employee to Novell no later than thirty (30) days after the
                trading restriction expires.



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<PAGE>   5

        J.      Employee will be entitled to receive Novell's employee benefits
                made available to other employees and officers to the full
                extent of Employee's eligibility therefor. During Employee's
                employment, Employee shall be permitted, to the extent eligible,
                to participate in any group medical, dental, life insurance and
                disability insurance plans, or similar benefit plans of Novell
                that are available to other comparable employees. Participation
                in any such plan shall be consistent with Employee's rate of
                compensation to the extent that such compensation is a
                determinative factor with respect to coverage under any such
                plan.

        K.      Employee is subject to the Novell policies set forth in the most
                current version of the Employee Handbook, which policies may be
                altered from time to time by Novell. In the event provisions of
                this Agreement are in conflict with the Employee Handbook, the
                provisions of this Agreement shall govern.

III.    Work Responsibilities. During the Part-Time Employment Period, Employee
        shall work on a part-time basis to familiarize himself with the business
        operations of Novell. On April 7, 1997, Employee shall become Novell's
        Chief Executive Officer (the "CEO Commencement Date"). Following the CEO
        Commencement Date and during the term of this Agreement as set forth in
        Section II.A hereof, Employee agrees to devote his full business time,
        skill and attention to his duties as Chief Executive Officer of Novell,
        and shall perform them faithfully and diligently, using his best efforts
        to further the business of Novell. Employee shall report to, and agrees
        to perform such responsibilities and duties as may reasonably be
        required by, the Board from time to time.

IV.     Covenants Not to Compete and Not to Solicit

        A.      Following the Part-Time Employment Period, Employee shall not,
                while employed hereunder, and for a period of one (1) year
                thereafter in the event of a voluntary termination, directly or
                indirectly, engage in (whether as employee, consultant,
                proprietor, partner, director or otherwise), or have any
                ownership interest in, or participate in the financing,
                operation, management or control of, any person, firm,
                corporation or business that is a Restricted Business in a
                Restricted Territory without the prior written consent of
                Novell. It is agreed that (i) ownership of no more than 2% of
                the outstanding voting stock of a publicly traded corporation or
                any stock presently owned by Employee, and (ii) acting as a
                member of any Board of Directors on which Employee is serving as
                of the Effective Date, shall not constitute a violation of this
                provision.

        B.      Employee agrees that for a period of one (1) year after his
                employment hereunder terminates, Employee shall not:

                1.      solicit, encourage, or take any other action which is
                        intended to induce any other employee of Novell to
                        terminate his or her employment with Novell; or

                2.      interfere with the contractual or employment
                        relationship between Novell and any such employee of
                        Novell.

                The foregoing shall not prohibit Employee or any entity with
                which Employee may be affiliated from hiring a former employee
                of Novell; provided that such hiring results exclusively from
                such former employee's affirmative response to a general
                recruitment effort.



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        C.      The parties intend that the covenants contained in the preceding
                paragraphs shall be construed as a series of separate covenants,
                one for each county, city and state or other political
                subdivision of the Restricted Territory. Except for geographic
                coverage, each such separate covenant shall be deemed identical
                in terms to the covenant contained in the preceding paragraphs.
                If, in any judicial proceeding, a court shall refuse to enforce
                any of the separate covenants (or any part thereof deemed
                included in said paragraphs, then such unenforceable covenant
                (or such part) shall be deemed eliminated from this Agreement
                for the purpose of those proceedings to the extent necessary to
                permit the remaining separate covenants (or portions thereof to
                be enforced.

        D.      In the event that the provisions of this Section IV should ever
                be deemed to exceed the time, scope or geographic limitations
                permitted by applicable laws, then such provisions shall be
                reformed to the maximum time, scope or geographic limitations,
                as the case may be, permitted by applicable laws.

V.      Reasonableness of Covenants. Employee represents that he: (a) is
        familiar with the covenants not to compete and not to solicit , and (b)
        is fully aware of and acknowledges his obligations hereunder, including
        without limitation the reasonableness of the length of time and scope of
        these covenants. Employee acknowledges that breach of Employee's
        covenants not to compete and not to solicit in Section IV would cause
        irreparable injury to Novell, and agrees that in the event of such
        breach Novell shall be entitled to seek injunctive relief under
        applicable law without the necessity of proving actual damages.

VI.     Novell Agreements. As of the Effective Date, Employees agrees to enter
        into Novell's Intellectual Property Agreement as well as Novell's
        Conflicts Disclosure Form.

VII.    At-Will Employment. Novell and Employee acknowledge that Employee's
        employment is and shall continue to be at-will, as defined under
        applicable law. If Employee's employment terminates for any reason,
        Employee shall not be entitled to any payments, benefits, damages,
        awards or compensation other than as provided by this Agreement or other
        written Novell benefit plans.

VIII.   Change in Control. In the event that Employee's employment with Novell
        or its successor is terminated without Cause following a Change in
        Control, or Employee experiences a Constructive Termination following a
        Change in Control:

        A.      Employee shall receive a severance payment in an amount equal to
                two times Employee's rate of annual Base Salary and Target Bonus
                at the time of termination;

        B.      Employee shall receive an additional payment equal to the cost
                of COBRA continuation for a period of eighteen months after
                termination;

        C.      Novell agrees to accelerate the vesting of that portion of
                Employee's Novell stock options, if any, which would have vested
                within one year after the date of Employee's termination. No
                other portion of Employee's stock option shall be accelerated.

        D.      In the event that Employee holds any shares subject to Novell
                repurchase rights upon termination of employment, Novell agrees
                to waive such repurchase rights as to the vesting of the greater
                of (i) the number of shares that would have vested within one
                year after the date of Employee's termination, or (ii) one-half
                of the number of shares not vested on the date of Employee's
                termination.



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        E.      The payments set forth in Sections VIII.A and VIII.B shall be
                payable upon the date of Employee's termination.

        Termination of employment without Cause, including Constructive
        Termination, shall be presumed to be "following a Change in Control" if
        it takes place at any time within two (2) months before or 1 (one) year
        after a Change in Control.

IX.     Best Results: 280G Excise Tax Gross-Up on Excise Tax Related to Stock
        Option Vesting Acceleration. In the event that any payment or benefit
        received or to be received by Employee upon a Change in Control would
        result in all or a portion of such payment to be subject to excise tax
        under Section 4999 of the Code, then the Employee's payment shall be
        either (i) the full payment or (ii) such lesser amount which would
        result in no portion of the payment being subject to excise tax under
        Section 4999 of the Code, whichever of the foregoing amounts, taking
        into account the applicable Federal, state, and local employment taxes,
        income taxes, and the excise tax imposed by Section 4999 of the Code,
        and also taking into account Novell's obligation to pay to Employee the
        Excise Tax Amount (as defined below) related to the accelerated vesting
        of Employee's Novell stock options, results in the receipt by Employee,
        on an after-tax basis, of the greatest amount, notwithstanding that all
        or some portion of the payment may be taxable under Section 4999 of the
        Code. If the full payment is to be made to Employee pursuant to the
        preceding sentence, Novell shall pay to Employee an amount equal to the
        "Excise Tax Amount" relating to the accelerated vesting of Employee's
        Novell stock options, such that Employee shall be fully "grossed-up" as
        to the excise tax relating to the accelerated vesting of such options.
        The "Excise Tax Amount" means a calculation of Employee's Code Section
        4999 excise tax liability relating to the vesting of Employee's Novell
        stock options, including any excise tax liability relating to payments
        to be made pursuant to the preceding sentence. For purposes of
        determining the Excise Tax Amount, the Code Section 4999 excise tax
        liability relating to the vesting of Employee's Novell stock options
        shall be calculated by allocating the "Base Amount" (as such term is
        defined in Code Section 280G(b)(3) pro rata among the Novell stock
        option acceleration and any other benefits (other than the Excise Tax
        Amounts payments) that are determined to be "Parachute Payments" (as
        such term is defined in Code Section 280G(b)(2)). All determinations
        required to be made under this Section IX shall be made by Ernst & Young
        or any other nationally recognized accounting firm which is Novell's
        outside auditor at the time of such determination, which firm must be
        reasonably acceptable to Employee (the "Accounting Firm"). Novell shall
        cause the Accounting Firm to provide detailed supporting calculations of
        its determinations to Novell and Employee. Notice must be given to the
        Accounting Firm within fifteen (15) business days after an event
        entitling Employee to a payment under this Agreement. All fees and
        expenses of the Accounting Firm shall be borne solely by Novell. The
        Accounting Firm's determinations must be made with substantial authority
        (within the meaning of Section 6662 of the Code).

X.      Disability or Death. If Employee's employment hereunder terminates due
        to his total and permanent disability (as defined in Section 22(e)(3) of
        the Code) or death, then such termination shall be treated as if it were
        a termination without Cause.

XI.     Amounts Payable Subject to Withholding. Any amounts payable hereunder,
        including any amounts to be paid in the event of a termination without
        Cause or a Constructive Termination, shall be subject to applicable tax
        withholding.

XII.    Arbitration. The parties hereto agree that any dispute or controversy
        arising out of, relating to, or in connection with this Agreement, or
        the interpretation, validity, construction, performance,



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        breach, or termination thereof, shall be finally settled by binding
        arbitration to be held in Santa Clara County, California under the
        Employment Dispute Resolution Rules of the American Arbitration
        Association as then in effect (the "Rules"). The arbitrator may grant
        injunctions or other relief in such dispute or controversy. The decision
        of the arbitrator shall be final, conclusive and binding on the parties
        to the arbitration, and judgement may be entered on the decision of the
        arbitrator in any court having jurisdiction.

        The arbitrator shall apply California law to the merits of any dispute
        or claim, without reference to rules of conflicts of law, and the
        arbitration proceedings shall be governed by federal arbitration law and
        by the Rules, without reference to state arbitration law, provided,
        however, that this arbitration provision shall not preclude Novell from
        seeking injunctive relief from any court having jurisdiction with
        respect to any disputes or claims relating to or arising out of the
        misuse or misappropriation of Novell's trade secrets or confidential and
        proprietary information. The arbitrator shall award costs and fees,
        including reasonable attorneys' fees to the prevailing party, or shall
        be free to apportion costs and fees as deemed reasonable under the
        circumstances.

        EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION XII, WHICH DISCUSSES
        ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT,
        EMPLOYEE AGREES TO SUBMT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN
        CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY,
        CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING
        ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF
        EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL
        DISPUTES RELATING TO EMPLOYEE'S RELATIONSHIP WITH THE COMPANY.

XIII.   Integration. This Agreement, including the documents referenced in
        Sections II and VI of this Agreement, set forth the entire understanding
        of the parties hereto with respect to the subject matter hereof and
        supersedes all previous communications, negotiations and agreements
        among the parties, whether written or oral. No waiver, alteration, or
        modification, if any, of the provisions of this Agreement shall be
        binding unless in writing and signed by duly authorized representatives
        of the parties hereto.

XIV.    Successors. Novell shall require any successor or assignee, in
        connection with any sale, transfer or other disposition of all or
        substantially all of Novell's assets or business, whether by purchase,
        merger, consolidation or otherwise, expressly to assume and agree to
        perform Novell's obligations under this Agreement in the same manner and
        to the same extent that Novell would be required to perform if no such
        succession or assignment has taken place.

XV.     Severability. If any term or provision of this Agreement shall be held
        to be invalid or unenforceable for any reason, such term or provision
        shall be ineffective to the extent of such invalidity or
        unenforceability without invalidating the remaining terms and provisions
        hereof, and this Agreement shall be construed as if such invalid or
        unenforceable term or provision had not been contained herein.

XVI.    Notices. Any notice pursuant to the Agreement shall be deemed validly
        given or served if given in writing and delivered personally or ten (10)
        calendar days after being sent by U.S. registered or certified mail,
        return receipt requested and postage prepaid. In the case of Employee,
        mailed notices shall be addressed to him or her at the home address
        which he most recently communicated to Novell in writing. In the case of
        Novell, mailed notices shall be addressed to



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        Novell, Inc., 1555 N. Technology Way, Orem, Utah 84057, and all notices
        shall be directed to the attention of Novell's General Counsel.

XVII.   Title and Captions. Section titles or captions to this Agreement are for
        convenience only and shall not be deemed part of this Agreement or in no
        way define, limit, augment, extend, or describe the scope, content, or
        intent of any part or parts of this Agreement.

XVIII.  Pronouns and Plurals. Whenever the context may require, any pronoun used
        herein shall include the corresponding masculine, feminine, or neuter
        forms and the singular form of nouns, pronouns, and verbs shall include
        the plural and vice versa. Each of the foregoing genders and plurals is
        understood to refer to a corporation, partnership, or other legal entity
        when the context so requires.

XIX.    Further Action. The parties shall execute and deliver all documents or
        instruments, provide all information, and take or forebear from all such
        action as may be necessary or appropriate to achieve the purposes of
        this Agreement.

XX.     Applicable Law. This Agreement shall be construed in accordance with and
        governed by the laws of the State of California.

XXI.    Waiver. No failure by any party to insist upon the strict performance of
        any covenant, duty, agreement, or condition of this Agreement or to
        exercise any right or remedy consequent upon a breach thereof shall
        constitute a waiver of any such breach or of such or any other covenant,
        agreement, term or condition. Any party may, by notice delivered in the
        manner provided in this Agreement, but shall be under no obligation to,
        waive any of its rights or any conditions to its obligations hereunder,
        or any duty, obligation or covenant of the other party. No waiver shall
        affect or alter the remainder of this Agreement but each and every other
        covenant, agreement, term, and condition hereof shall continue in force
        and effect with respect to any other then existing or subsequently
        occurring breach.

XXII.   Counterparts. This Agreement may be executed in several counterparts,
        each of which shall be an original, but all of which together shall
        constitute one and the same agreement.

XXIII.  Employee Acknowledgment. Employee acknowledges that before signing this
        Agreement, Employee was given an opportunity to read it, evaluate it,
        and consult with an attorney and other personal advisors.


        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


EMPLOYEE:                                          NOVELL:


/s/Eric Schmidt                                    /s/John A. Young
-------------------------                          -----------------------------
Eric Schmidt                                       John A. Young



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