<PAGE> 1
EXHIBIT 10.31
SENIOR EXECUTIVE SEVERANCE AGREEMENT
This Agreement, (the "Agreement") is made and entered into as of ____________,
2000, into between Caldera Systems, Inc., a corporation organized under the laws
of the State of Delaware (the "Company "), and ______________________(the
"Executive").
RECITALS
A. Executive is currently serving as an officer of the Company,
B. The Board of Directors of the Company (the Board) recognizes that the
possibility of a Change in Control (as hereinafter defined) exists and that the
threat or the occurrence of a Change in Control can result in significant
distractions to its key management personnel because of the uncertainties
inherent in such a situation;
C. The Board has determined that it is essential and in the best interest of the
Company and its stockholders to retain the services of the Executive in the
event of a threat or occurrence of a Change in Control and to ensure the
Executive's continued dedication and efforts in such event without undue concern
for the Executive's personal, financial and employment security; and
D. In order to induce the Executive to remain in the employ of the Company,
particularly in the event of a threat or the occurrence of a Change in Control,
the Company desires to enter into this Agreement with the Executive to provide
the Executive with certain benefits in the event that the Executive's employment
is terminated as a result of, or in connection with, a Change in Control.
AGREEMENT
In consideration of the respective agreements of the parties contained herein,
it is agreed as follows:
1. Term Of Agreement This Agreement shall commence as of the date first
set forth above and shall continue in effect until July 31, 2001; provided,
however, that on each of July 31, 2001 and July 31, 2002, the term of this
Agreement shall automatically be extended for one (1) year unless the Company or
the Executive shall have given written notice to the other at least ninety (90)
days prior thereto that the term of this Agreement shall not be so extended; and
provided, further, however, that notwithstanding any such notice by the Company
not to extend, the term of this Agreement shall not expire prior to the
expiration of twelve (12) months after the occurrence of a Change in Control if
such Change in Control shall occur during the last twelve months of the term of
this Agreement; and provided further that this Agreement shall remain in effect
so long as Executive continues to receive semi-monthly payments from the Company
under section 3.1(b)(ii) hereof.
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2. Definitions
2.1. Accrued Compensation For purposes of this Agreement, "Accrued
Compensation" shall mean an amount which shall include all amounts earned or
accrued through the "Termination Date" (as hereinafter defined) but not paid as
of the Termination Date, including (i) base salary, (ii) reimbursement for
reasonable and necessary expenses incurred by the Executive on behalf of the
Company during the period ending on the Termination Date, (iii) vacation pay and
(iv) bonuses and incentive compensation (other than the "Pro Rata Bonus" (as
hereinafter defined)).
2.2. Base Amount. For purposes of this Agreement, "Base Amount" shall
mean the greater of the Executive's annual base salary (a) at the rate in effect
on the Termination Date or (b) at the highest rate in effect at any time during
the ninety (90) day period prior to the Change in Control, and shall include all
amounts of base salary that are deferred under the Executive benefit plans of
the Company or any other agreement or arrangement.
2.3. Bonus Amount. For purposes of this Agreement, "Bonus Amount" shall
mean the highest of the annual bonuses paid or payable to the Executive under
the Company's Executive Management Bonus Plan during the three full fiscal years
ended prior to the fiscal year during which the Termination Date occurred.
2.4. Cause. The Company may terminate this Agreement and discharge
Executive for Cause (as defined) at any time upon written notice unless
Executive cures breach within 10 (ten) days of notification of said breach. For
purposes of this Agreement, the term "Cause" shall mean: Executive's conviction
or plea of "guilty" or "no contest" to any crime constituting a felony in the
jurisdiction in which committed; any crime involving moral turpitude (whether or
not a felony), or any other violation of criminal law involving dishonesty or
willful misconduct that materially injures the Company (whether or not a
felony); Executive's failure or refusal to perform Executive's duties or to
follow the lawful and proper directives of the Board of Directors that are
within the scope of Executive's duties; Executive's breach of this agreement;
Executive's breach of the Company's Employee Invention and Confidentiality
Agreement; misconduct by Executive that discredits or damages the Company;
Executive's indictment for a felony violation of the federal securities laws;
Executive's chronic absence from work for reasons other than illness; or
Executive's substance abuse that materially interferes with the performance of
Executive's duties; provided, however, that in the case of substance abuse, the
Company shall provide the Executive with a reasonable opportunity to receive
treatment and improve performance before exercising its right to terminate the
Executive's employment for substance abuse.
2.5. Change In Control.
(a) For purposes of this Agreement, "Change in Control" shall
mean:
<PAGE> 3
(i) any "person" as such term is defined in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act "), other than (1) a trustee or other fiduciary holding securities
under an Executive benefit plan of the Company, (2) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company, or (3) any current beneficial stockholder or group, as defined
by Rule l3d-5 of the Exchange Act, of securities possessing more than
fifty-one percent (51%) of the total combined voting power of the
Company's outstanding securities, hereafter becomes the "beneficial
owner," as defined in Rule l3d.3 under of the Exchange Act, directly or
indirectly, of securities of the Company representing fifty-one percent
(51%) or more of the total combined voting power of the Company's then
outstanding securities, or
(ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of Directors
of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof-, or
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least fifty percent (50%)
of the total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation, or the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company, in one transaction or a series of
transactions, of all or substantially all of the Company's assets; or
(iv) the sale of substantially all of the Company's assets.
In the case of a merger or consolidation as contemplated in
subsection (iii) above, the CEO may, in his discretion, request that
the Compensation Committee of the Board of Directors consider reducing
the fifty percent (50%) dilution requirement in the case of certain key
Executives by raising the percentage of total voting power retained by
the prior stockholders which will be deemed to constitute a Change in
Control.
2.6. Company. For purposes of this Agreement, the "Company " shall mean
Caldera Systems, Inc. and its Subsidiaries and shall include the Company's
Successors and Assigns (as hereinafter defined).
<PAGE> 4
2.7. Disability. For purposes of this Agreement, "Disability" shall
mean a physical or mental infirmity which impairs the Executive's ability to
substantially perform the Executive's duties with the Company for a total period
of ninety (90) days and the Executive has not returned to full time employment
prior to the Termination Date as stated in the "Notice of Termination."
2.8. Good Reason
(a) For purposes of this Agreement, "Good Reason" shall mean
the occurrence after a Change in Control of any of the
events or conditions described in subsections (1) through
(8) hereof.
(i) a change in the Executive's title, position or a material
change in responsibilities (including reporting responsibilities) which
represents a material adverse change from the Executive's title,
position or responsibilities as in effect at any time within ninety
(90) days preceding the date of a Change in Control or at any time
thereafter, the assignment to the Executive of any duties or
responsibilities which, are materially inconsistent with and a
diminishment of the Executive's title, position or responsibilities as
in effect at any time within ninety (90) days preceding the date of a
Change in Control or at any time thereafter; or any removal of the
Executive from or failure to reappoint or reelect the Executive to any
of such offices or positions, except in connection with the termination
of the Executive's employment for Disability, Cause, as a result of the
Executive's death or by the Executive;
(ii) a reduction in the Executive's base salary or any failure
to pay the Executive any compensation or benefits to which the
Executive is entitled within ten (10) days of the date due after
receipt of written notice from Executive:
(iii) the Company's requiring the Executive to be based at any
place outside a 50-mile radius from the Company's Corporate Office
located at 240 West Center Street, Orem, Utah, except for reasonably
required travel on the Company's business which is not materially
greater than such travel requirements prior to the Change in Control;
(iv) the failure by the Company to (A) continue in effect
(without reduction in benefit level and/or reward opportunities) any
material compensation or Executive benefit plan in which the Executive
was participating at any time within ninety (90) days preceding the
date of a Change in Control or at any time thereafter unless such plan
is replaced with a plan that provides substantially equivalent
compensation or benefits to the Executive, or (B) provide the Executive
with compensation and benefits, in the aggregate, at least equal (in
terms of benefit levels and/or reward opportunities) to those provided
for under each other Executive benefit plan, program and practice in
which the Executive was participating at any time within ninety (90)
days preceding the date of a Change in Control or at any time
thereafter,
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(v) the insolvency or the filing (by any party, including the
Company) of a petition for bankruptcy of the Company, which petition is
not dismissed within sixty (60) days;
(vi) any material breach by the Company of any provision of
this Agreement;
(vii) any purported termination of the Executive's employment
for cause by the Company which does not comply with the terms of
Section 2.4; or
(viii) the failure of the Company to obtain an agreement,
satisfactory to the Executive, from any Successors and Assigns to
assume and agree to perform this Agreement, as contemplated in Section
hereof.
(b) The Executive's right to terminate the Executive's
employment pursuant to this Section 2.8 shall not be affected by the
Executive's incapacity due to physical or mental illness.
2.9. Notice Of Termination. For purposes of this Agreement, following a
Change in Control, "Notice of Termination" shall mean a written notice of
termination of the Executive's employment from the Company, which notice
indicates the date on which termination is to be effective, the specific
termination provision in this Agreement relied upon and which sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
2.10. Pro Rata Bonus. For purposes of this Agreement, "Pro Rata Bonus"
shall mean an amount equal to the Bonus Amount multiplied by a fraction the
numerator of which is the number of days in the fiscal year through the
Termination Date and the denominator of which is 365.
2.11. Successors And Assigns. For purposes of this Agreement,
"Successors And Assigns" shall mean a corporation or other entity acquiring all
or substantially all of the assets and business of the Company (including this
Agreement) whether by operation of law or otherwise.
2.12. Termination Date. For purposes of this Agreement, "Termination
Date" shall mean in, the case of the Executive's death, the Executive's date of
death, in the case of Good Reason, the last day of the Executive's employment
and, in all other cases, the date specified in the Notice of Termination;
provided, however, that if the Executive's employment is terminated by the
Company for Cause or due to Disability, the date specified in the Notice of
Termination shall be at least thirty (30) days from the date the Notice of
Termination is given to the Executive, provided that, in the case of Disability,
the Executive shall not have returned to the full-time performance of the
Executive's duties during such period of at least thirty (30) days.
<PAGE> 6
3. Termination Of Employment
3.1. If, during the term of this Agreement, the Executive's employment
with the Company shall be terminated within twelve (12) months following a
Change in Control, the Executive shall be entitled to the following compensation
and benefits:
(a) If the Executive's employment with the Company shall be terminated
(1) by the Company for Cause or Disability, (2) by reason of the Executive's
death or (3) by the Executive other than for Good Reason, the Company shall pay
to the Executive the Accrued Compensation and, if such termination is other than
by the Company for Cause, the Company shall also pay the Executive a Pro Rata
Bonus.
(b) If the Executive's employment with the Company shall be terminated
for any reason other than as specified in Section 3.1 (a) the Executive shall be
entitled to the following:
(i) the Company shall pay the Executive all Accrued
Compensation and a Pro Rata Bonus;
(ii) the Company shall pay the Executive as severance pay and
in lieu of any other compensation for periods subsequent to the
Termination Date an amount in cash equal to the sum of (A) one hundred
fifty percent (150%) of the Base Amount and (B) one fifty percent
(150%) of the Bonus Amount; and
(iii) for a number of months equal to six (6) (the
Continuation Period"), the Company shall, at its expense, continue on
behalf of the Executive and the Executive's dependents and
beneficiaries the life insurance, disability, medical, dental and
hospitalization benefits provided (A) to the Executive at any time
during the 90-day period prior to the Change in Control or at any time
thereafter or (B) to other similarly situated executives who continue
in the employ of the Company during the Continuation Period. The
coverage and benefits (including deductibles and costs) provided in
this Section 3.1 (b)(iii) during the Continuation Period shall be no
less favorable to the Executive and the Executive's dependents and
beneficiaries, than the most favorable of such coverages and benefits
during any of the periods referred to in clauses (A) and (B) above. The
Company's obligation hereunder with respect to the foregoing benefits
shall be limited to the extent that the Executive obtains any such
benefits pursuant to a subsequent employer's benefit plans, in which
case the Company may reduce the coverage of any benefits it is required
to provide the Executive hereunder as long as the aggregate coverages
and benefits of the combined benefit plans are no less favorable to the
Executive than the coverages and benefits required to he provided
hereunder. This subsection (iii) shall not be interpreted so as to
limit any benefits to which the Executive or the Executive's dependents
or beneficiaries may be entitled under any of the Company's Executive
benefit plans, programs or
<PAGE> 7
practices following the Executive's termination of employment,
including without limitation, retiree medical and life insurance
benefits.
(c) The amounts provided for in sections 3. 1 (a) and 3. 1 (b)(i) shall
be paid in a single lump sum cash payment within forty-five (45) days after the
Executive's Termination Date (or earlier, if required by applicable law). The
amounts provided for in section 3.1(b)(ii) shall be paid in thirty-six (36)
semi-monthly installments commencing within forty-five (45) days after the
Executive's Termination Date.
(d) If the Executive's employment is terminated within twelve (12)
months following a Change of Control by the Executive for Good Reason or by the
Company other than for Cause, the Executive's death or Disability, then in such
event all options which the Executive holds to purchase stock in the Company
under any of the Company's stock option plans or otherwise which are unvested at
the Termination Date and which would vest at any time in the eighteen (18) month
period following the Termination Date shall immediately become vested as of the
Termination Date and shall be exercisable by the Executive for a period of
ninety (90) days following the Termination Date. This provision supersedes any
conflicting provision in any other contract between the Company and the
Executive, including any stock option agreement, with respect to options granted
under any of the Company's stock option plans.
(e) The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
and no such payment shall be offset or reduced by the amount of any compensation
or benefits provided to the Executive in any subsequent employment except as
provided in Section 3.1 (b)(iii).
3.2. (a) The severance pay and benefits provided for in this Section 3
shall be in lieu of any other severance or termination pay to which the
Executive may be entitled under any Company severance or termination plan,
program, practice or arrangement.
(b) The Executive's entitlement to any other compensation or benefits
shall be determined in accordance with the Company's Executive benefit plans and
other applicable programs, policies and practices then in effect,
4. Notice Of Termination. Following a Change in Control, any purported
termination of the Executive's employment shall be communicated by Notice of
Termination to the Executive. For purposes of this Agreement, no such purported
termination shall be effective without such Notice of Termination.
5. Excise Tax Limitation.
(a) Notwithstanding anything in this Agreement to the contrary, if any
portion of any payments to Executive by the Company under this Agreement and any
other present or future plan of the Company or other present or future agreement
between Executive and the Company would not be deductible by the Company
(collectively, "Payments") for federal income tax purposes by reason of
application of Section 162(m) of the Internal
<PAGE> 8
Revenue Code (the "Code"), then payment of that portion to Executive shall be
deferred until the earliest date upon which payment thereof can be made to
Executive without being non-deductible pursuant to Section 162(m) of the Code.
In the event of such deferral, the Company shall pay interest to Executive on
the deferred amount at 120% of the applicable federal rate provided for in
Section 1274(d)(1) of the Code. In addition, notwithstanding any provision of
this Agreement to the contrary, the aggregate present value of the payments and
benefits (excluding those payments and benefits not treated as parachute
payments under Code Section 2BOG(b)) to be made or provided to the Executive by
the Company (whether pursuant to this Agreement or otherwise) shall not exceed
three times the Executive's annualized includible compensation for the base
period, as defined in Code Section 28OG(d) of the Code, minus one dollar ($
1.00) (the "Limited Payment Amount "), and any excess payments or benefits shall
be forfeited; provided, however, that the forfeiture provision of this sentence
shall apply only if such forfeiture provision results in larger aggregate
after-tax payments and benefits to the Executive than if the forfeiture
provision did not apply. The intent of this portion of this is to prevent any
payment or benefit to the Executive from being subject to the excise tax imposed
by Code Section 4999 and to prevent any item of expense or deduction of the
Company from being disallowed as a result of the application of Code Section
280G, but only if the after-tax payments and benefits payable or provided to the
Executive are greater after application of the forfeiture provision than if the
forfeiture provision did not apply. The interpretation of this subsection 5 (a)
its application to any occurrence or event, the determination of whether any
payment or benefit would not be treated as a parachute payment, the
determination of the aggregate present value of all payments and benefits to be
made or provided to the Executive, the determination of the value of the
payments and benefits payable or to be provided to the Executive after reduction
for all applicable taxes, and what specific payments or benefits otherwise
available to the Executive shall be limited or eliminated by operation of this
shall be reasonably made by the Company and shall be binding on all persons.
(b) An initial determination as to whether the Payments shall be reduced to the
Limited Payment Amount and the amount of such Limited Payment Amount shall be
made, at the Company's expense, by the accounting firm that is the Company's
independent accounting firm as of the date of the Change in Control (the
"Accounting Firm"). The Accounting Firm shall provide its determination (the
together with detailed supporting calculations and documentation, to the Company
and the Executive within twenty (20) days of the Termination Date if applicable,
or such other time as requested by the Company or by the Executive (provided the
Executive reasonably believes that any of the Payments may be subject to the
Excise Tax), and if the Accounting Firm determines that there is substantial
authority (within the meaning of Section 6662 of the Code) that no Excise Tax is
payable by the Executive with respect to a Payment or Payments, it shall furnish
the Executive with an opinion reasonably acceptable to the Executive that no
Excise Tax will be imposed with respect to any such Payment or Payments. Within
ten (10) days of the delivery of the Determination to the Executive, the
Executive shall have the right to dispute the Determination (the "Dispute "). If
there is no Dispute, the Determination shall be binding, final and conclusive
upon the Company and the Executive.
<PAGE> 9
6. Successors: Binding Agreement
(a) This Agreement shall be binding upon and shall inure to the benefit of the
Company, its Successors and Assigns and the Company shall require any Successors
and Assigns to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession or assignment had taken place.
(b) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Executive or the Executive's beneficiaries or
legal representatives, except by will or by the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal personal representative.
7. Confidential Information. The Company and Executive acknowledge that
Executive, in performing the terms and conditions of Executive's employment, has
and will continue to directly or indirectly gain access to information about
Company and its operations, including, but not limited to, its modes and methods
of conducting its business and producing and marketing its products, its
employee, customer, vendor and referral source lists, its trade secrets, its
copyrighted and non-copyrighted or non-protected computer software programs, its
techniques of operation, its financial structure, and its weakness, if any. As
part of this Agreement, Executive agrees to execute, and be bound by, the
Company's "Employee Consultant Proprietary Information Agreement," a copy of
which is attached hereto as Exhibit "A."
8. Non-competition; Non-solicitation; Confidentiality of Agreement. In
consideration of the payments, stock option vesting, and other benefits granted
to Executive under this Agreement, and for so long as Executive receives
semi-monthly payments under section 3.1(b)(ii) of this Agreement:
(a) Executive agrees not to engage, either directly or indirectly, in the
development, creation, marketing, sales, promotion, distribution, licensing or
commercialization of any Linux product which competes with any Linux product of
the Company. This restriction is limited to markets in which the Company's
products are now or hereafter marketed, distributed, licensed, used, sold,
commercialized or delivered.
(b) Executive agrees not to (i) solicit, encourage or take any other action
which is intended to induce any other employee of the Company to terminate his
or her employment with the Company; or (ii) interfere in any manner with the
contractual or employment relationship between the Company and any such employee
of the Company. The foregoing shall not prohibit Executive or any entity with
which Executive may be affiliated from hiring a former employee of the Company,
provided that such hiring results exclusively from such former employee's
affirmative response to a general recruitment effort.
<PAGE> 10
(c) Executive agrees to keep this Agreement confidential and not to reveal its
contents to anyone except his or her lawyer, immediate family or financial
consultant or except as otherwise required by law. Executive also agrees during
this period to refrain from public comment regarding the Company or the
transaction or transactions that gave rise to Executive's right to compensation
under this Agreement.
9. Notice. All notices, requests, demands, and other communications
hereunder shall be in writing, and shall be delivered in person, by facsimile,
or by certified or registered mail with return receipt requested. Each such
notice, request, demand, or other communication shall be effective (a) if
delivered by hand, when delivered at the address specified in this Section; (b)
if given by facsimile, when such facsimile is transmitted to the telefacsimile
number specified in this Section and confirmation is received; or (c) if given
by certified or registered mail, three days after the mailing thereof, Notices
shall be delivered as follows:
If to the Company;
Caldera Systems, Inc.
240 West Center St.
Orem, UT 84057
Attention: Chief Financial Officer
Fax: (801) 765-1313
Any party may change its address by notice giving notice to the other party of a
new address in accordance with the foregoing provisions.
10. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company (except for
any severance or termination policies, plans, programs or practices) and for
which the Executive may qualify, nor shall anything herein limit or reduce such
rights as the Executive may have under any other agreements with the Company
(except for any severance or termination agreement). Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company shall be payable in accordance with such plan or
program, except as explicitly modified by this Agreement.
11. Settlement Of Claims. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against an Executive or others
12. Miscellaneous No provision of this Agreement may be modified,
waived or discharged, unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto, or compliance
with, any condition or provision of
<PAGE> 11
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreement or representation, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement,
13. Governing Law. This Agreement has been negotiated and executed in
the State of Utah and is to be performed in Utah County,Utah. This Agreement
shall be governed by and interpreted in accordance with the laws of the State of
Utah, including all matters of construction, validity, performance, and
enforcement, without giving effect to principles of conflict of laws. Any
dispute, action, litigation, or other proceeding concerning this Agreement shall
be instituted, maintained, heard, and decided in Utah County,Utah.
14. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
15. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof
16. Remedies. All rights, remedies, undertakings, obligations, options,
covenants, conditions, and agreements contained in this Agreement shall be
cumulative and no one of them shall be exclusive of any other.
17. Interpretation. The language in all parts of this Agreement shall
be in all cases construed simply according to its fair meaning and not strictly
for or against any party. Whenever the context requires, all words used in the
singular will be construed to have been used in the plural, and vice versa. The,
descriptive headings of the sections and subsections of this Agreement are
inserted for convenience only and shall not control or affect the interpretation
or construction of any of the provisions herein.
18. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
19. Further Documents and Act. Each of the parties hereto agrees to
cooperate in good faith with the other and to execute and deliver such further
instruments and perform such other acts as may be reasonably necessary or
appropriate to consummate and carry into effect the transactions contemplated
under this Agreement,
20. Consultation with Counsel. Executive acknowledges (a) that he has
been given the opportunity to consult with counsel of his own choice concerning
this Agreement, and (b) that he has read and understands the Agreement, is fully
aware of its
<PAGE> 12
legal effect, and has entered into it freely based upon his own judgment with or
without the advice of such counsel.
EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND UNDERSTANDS ITS
CONTENTS. EXECUTIVE FURTHER ACKNOWLEDGES THAT THE COMPANY HAS ADVISED HIM OF HIS
RIGHT TO CONSULT WITH LEGAL COUNSEL OF HIS OWN CHOICE CONCERNING THIS AGREEMENT.
BY SIGNING THIS AGREEMENT, EXECUTIVE AND THE COMPANY AGREE TO BE BOUND BY ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
day and year first above written.
CALDERA SYSTEMS, INC.
By:
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EXECUTIVE
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Signature
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Printed Name
