8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

April 6, 2009
Date of Report
(Date of earliest event reported)

Novell, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-13351
(Commission File
Number) 87-0393339
(IRS Employer
Identification Number)

404 Wyman Street, Suite 500
Waltham, MA 02451
(Address of principal executive offices)

(781) 464-8000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

        At the annual meeting of stockholders of Novell, Inc. (the “Company”) held on April 6, 2009, the Company’s stockholders approved the Novell, Inc. 2009 Omnibus Incentive Plan (the “2009 Plan”), which the Board of Directors approved on December 16, 2008, subject to stockholder approval. The 2009 Plan replaces the Company’s five existing equity award plans (the “Prior Plans”)—namely, the Novell, Inc. 1991 Stock Plan,  the Novell, Inc. 2000 Stock Plan,  the Novell, Inc. 2000 Nonstatutory Stock Option Plan, the Novell, Inc./SilverStream Software, Inc. Amended and Restated 1997 Stock Incentive Plan, and the Novell, Inc./SilverStream Software, Inc. 2001 Stock Incentive Plan—for awards of stock-based incentive compensation to employees (including officers), non-employee directors, and third-party service providers of the Company, or subsidiaries or affiliates of the Company.  The 2009 Plan is administered by the Compensation Committee of the Board of Directors, except that the Board of Directors will administer grants to non-employee directors. The 2009 Plan permits the Company to grant or sell equity-based awards in the form of incentive and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance units, and other stock-based awards. The 2009 Plan also permits the Company to grant cash-based awards and dividend equivalents. With the exception of dividend equivalents, awards may be granted either alone or in addition to or in tandem with any other type of award. Non-employee directors may, as determined by the Board of Directors, (i) receive awards available under the 2009 Plan and/or common stock equivalents in lieu of payment of all or a portion of cash retainer fees or (ii) defer the grant or payment of awards and/or common stock equivalents.

        Subject to adjustment in the event of a stock dividend, stock split, reverse stock split, spin-off, recapitalization, merger or other similar change in capital structure involving the Company’s common stock, the maximum number of shares of Company common stock that may be issued under the 2009 Plan is 45,000,000. Any shares related to awards under the 2009 Plan or under the Prior Plans that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of the shares will be available again for award or issuance under the 2009 Plan. Shares not issued or delivered as a result of the net settlement of an outstanding stock appreciation right or stock option, shares used to pay the option price or grant price or withholding taxes related to an outstanding award, and shares repurchased on the open market with the proceeds from the exercise of a stock option will not be available for issuance as awards under the 2009 Plan. The maximum number of shares of common stock that may be granted under the 2009 Plan to any one participant in the aggregate in any one fiscal year will not exceed 3,000,000 (subject to adjustments authorized under the 2009 Plan), and the maximum dollar amount that may be paid under all performance units and cash-based awards to any one participant in the aggregate in any one fiscal year will not exceed $5,000,000.

        Subject to certain exceptions, the Board of Directors has the authority to terminate the 2009 Plan or any outstanding award agreement and the Compensation Committee (the Board of Directors with respect to grants to non-employee directors) has the authority to amend the 2009 Plan or any outstanding award agreement at any time and from time to time provided that (i) any amendment to the 2009 Plan will not become effective until approved by our stockholders if such approval is required to comply with applicable laws, rules or regulations and (ii) no termination or amendment of the 2009 Plan or an award agreement will adversely affect in any material way any award previously granted under the 2009 Plan without the written consent of the participant holding such award. Unless sooner terminated by the Board of Directors, the 2009 Plan will terminate on April 6, 2019.

        For a more detailed description of the 2009 Plan, see Proposal Two of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on February 25, 2009 (the “Proxy Statement”).  The foregoing description of the 2009 Plan is qualified in its entirety by the full text of the 2009 Plan, which was included as Appendix A to the Company’s Proxy Statement and is incorporated by reference into this Current Report on Form 8-K as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits

d) Exhibits

Exhibit No.	Description
10.1	Novell, Inc. 2009 Omnibus Incentive Plan (incorporated by reference from Appendix A of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on February 25, 2009).
10.2	Form of Restricted Stock Unit Agreement for non-employee directors.
10.3	Form of Restricted Stock Unit Agreement for employees.
10.4	Form of Nonqualified Stock Option Agreement for non-employee directors.
10.5	Form of Nonqualified Stock Option Agreement for employees.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Novell, Inc. (Registrant)
Date: April 9, 2009	By /s/ Dana C. Russell (Signature) Dana C. Russell Senior Vice President and Chief Financial Officer (Title)

EXHIBIT INDEX

Exhibit No.	Description
10.1	Novell, Inc. 2009 Omnibus Incentive Plan (incorporated by reference from Appendix A of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on February 25, 2009).
10.2	Form of Restricted Stock Unit Agreement for non-employee directors.
10.3	Form of Restricted Stock Unit Agreement for employees.
10.4	Form of Nonqualified Stock Option Agreement for non-employee directors.
10.5	Form of Nonqualified Stock Option Agreement for employees.

EX-10

Exhibit 10.4

NOVELL, INC.
2009 OMNIBUS INCENTIVE PLAN

NONQUALIFIED STOCK OPTION GRANT AGREEMENT

        This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of _________ __, 20___ (the “Date of Grant”), is delivered by Novell, Inc. (the “Company”) to _______________ (the “Grantee”).

RECITALS

        A.     The Novell, Inc. 2009 Omnibus Incentive Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. Pursuant to the Non-Employee Director Remuneration and Expense Reimbursement Summary, approved by the Board of Directors of the Company (the “Board”), the Compensation Committee of the Board has approved a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its stockholders. A copy of the Plan is available on the Company’s intranet site at https://innerweb.novell.com/organizations/finance/shareholder_services/.

        B.        The Plan is administered by the Committee (as defined in the Plan).

        NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.     Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase ___________ shares of common stock of the Company (“Shares”) at an exercise price of $_________ per Share. The Option shall become exercisable according to Paragraph 2 below and its term shall be as set forth in Paragraph 3 below. In no event, however, will the Option expire later than the Termination Date (as defined below in Paragraph 3).

2.     Exercisability of Option.

        (a)     Except as otherwise provided in subparagraphs 2(b) or 2(c) below, the Option shall vest and become exercisable over two (2) years with 50% of the Shares subject to the Option vesting on the first annual anniversary of the Date of Grant and 50% of the Shares subject to the Option vesting on the second annual anniversary of the Date of Grant, provided that the Grantee is a Director (as defined in the Plan) of the Company on such dates.

The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share.

        (b)     Immediately upon the Grantee’s death while a Director of the Company, the Option shall vest and become exercisable with respect to all Shares that would have vested during the twelve (12) months following such death if the Grantee had remained a Director of the Company.

        (c)     Immediately upon the effective date of the Retirement (as defined below) of the Grantee (i.e., the last date of the Grantee’s service as a Director of the Company), the Option shall vest and become exercisable. For purposes hereof, “Retirement” means a person who resigns as a Director of the Company at an age of 73 or older.

3.     Term of Option.

        (a)     The Option shall have a term of eight (8) years from the Date of Grant and shall terminate at the expiration of that period (the “Termination Date”), unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan.

        (b)     The Option shall automatically terminate upon the happening of the first of the following events:

                 (i)     The expiration of the six-month period after the Grantee ceases to be a Director of the Company if the departure from the Board is for any reason other than death, Retirement, Disability (as defined below), or Cause (as defined in the Plan).

                 (ii)     The expiration of the one-year period after the Grantee ceases to be a Director of the Company if the Grantee dies while serving as a Director of the Company.

                 (iii)     The expiration of the one-year period after the Grantee ceases to be a Director of the Company on account of the Grantee’s Retirement from the Board.

                 (iv)     The expiration of the one-year period after the Grantee ceases to be a Director of the Company on account of the Grantee’s Disability. For purposes hereof, “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

                 (v)     The date on which the Grantee ceases to be a Director of the Company for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee ceases to be a Director, the Option shall immediately terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the eighth (8th) anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be a Director of the Company shall immediately terminate.

4.     Exercise Procedures.

        (a)     Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by (i) delivering to the Shareholder Services Department of the Company written notice of intent to exercise (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), the method of payment, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan; (ii) through use of the on-line service designated by the Company (currently E*TRADE stock Plans); or (iii) through the services of a broker of the Director’s own choosing, who will contact the Shareholder Services Department to make the necessary arrangements . A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the aggregate exercise price. The aggregate exercise price of any exercised Option shall be payable to the Company in accordance with one of the following methods: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares, which have been owned by the Grantee for at least six months prior to such delivery, having an aggregate Fair Market Value (as defined in the Plan) at the time of exercise equal to the aggregate exercise price; (iii) by a cashless (broker-assisted) exercise; (iv) by any combination of (i), (ii) and (iii); or (v) any other method approved or accepted by the Committee in its sole discretion. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company for the payment of the aggregate exercise price.

        (b)     The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

        (c)     All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable.

5.     Change of Control. If a Change of Control (as defined in the Plan) occurs, the provisions of the Plan applicable to a Change of Control shall apply to the Option.

6.     Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.

7.     Nature of Grant. In accepting the Option, the Grantee acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated at any time, unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Option does not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options, even if stock options have been granted repeatedly in the past; (iii) all decisions with respect to future stock option grants, if any, will be at the sole discretion of the Board; (iv) the Grantee is voluntarily participating in the Plan; (v) in the event that the Grantee is not an employee of the Company, an Affiliate, or a Subsidiary, the Option grant will not be interpreted to form an employment contract or relationship with the Company or with any Affiliate or Subsidiary; (vi) the future value of the underlying Shares is unknown and cannot be predicted with certainty; and (vii) the value of Shares acquired upon vesting may increase or decrease in value, and no claim or entitlement to compensation or damages shall arise from the termination of the Option or from any diminution in value of the Option or Shares received upon vesting of the Option, and the Grantee irrevocably releases the Company and all Affiliates and Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

8.     Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company, and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

9.     No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.

10.    Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement or the Plan, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, Subsidiaries, and Affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

11.     Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

12.     Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of Director of Shareholder Services at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to the Grantee at the residential address written beneath the Grantee’s name below. The Grantee agrees to notify the Company in writing upon any change in such residential address. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the applicable postal service.

        IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

NOVELL, INC.

By:________________________________

Name:______________________________

Title:_______________________________

I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.

Grantee:______________________________

Print Name:___________________________

Residential Address:___________________________

                                    ___________________________

                                    ___________________________

EX-10

Exhibit 10.3

NOVELL, INC.
2009 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

        This RESTRICTED STOCK UNIT AGREEMENT, dated as of _________ __, 20__ (the “Date of Grant”), is delivered by Novell, Inc. (the “Company”) to _______________ (the “Grantee”).

RECITALS

        A.        The Novell, Inc. 2009 Omnibus Incentive Plan (the “Plan”) provides for the grant of restricted stock units in accordance with the terms and conditions of the Plan. The Compensation Committee of the Company’s Board of Directors (the “Committee”) has decided to make a grant of restricted stock units as an inducement for the Grantee to continue his or her employment with the Company, or an Affiliate or a Subsidiary (as such terms are defined in the Plan), and promote the best interests of the Company and its shareholders. A copy of the Plan is available at https://innerweb.novell.com/organizations/finance/shareholder_services/.

        B.        The Plan is administered by the Committee (as defined in the Plan).

        NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.     Grant of Restricted Units. The Company hereby grants the Grantee _______ restricted stock units (the “Restricted Units”). The Restricted Units are subject to the terms and conditions set forth in this Agreement and the Plan; provided, however, that if an executed, written agreement between the Company and the Grantee (an “Employment Agreement”) includes provisions that differ from those set forth in this Agreement, the provisions of the Employment Agreement will apply to the extent not contrary to the terms of the Plan.

2.     Restricted Unit Account. Restricted Units represent hypothetical shares of common stock of the Company (“Shares”), and not actual Shares. The Company shall establish and maintain a Restricted Unit account, as a bookkeeping account on its records, for the Grantee and shall record in such account the number of Restricted Units granted to the Grantee. No Shares shall be issued to the Grantee at the time the grant is made, and the Grantee shall not be, nor have any of the rights or privileges of, a shareholder of the Company with respect to any Restricted Units recorded in the account. The Grantee shall not have any interest in any fund or specific assets of the Company by reason of this award or the Restricted Unit account established for the Grantee.

3.     Vesting. The Restricted Units shall be subject to forfeiture until the Restricted Units vest. The Restricted Units shall vest according to the following schedule, if the Grantee continues to be employed by, or provide service to, the Company, an Affiliate, or a Subsidiary on the applicable vesting date:

Vesting Date	Vested Restricted Units
________________________	_________________
________________________	_________________
________________________	_________________
________________________	_________________

The vesting of the Restricted Units shall be cumulative, but shall not exceed 100% of the Restricted Units. If the foregoing schedule would produce fractional Restricted Units, the number of Restricted Units that vest shall be rounded down to the nearest whole Restricted Unit.

Unless the Committee provides otherwise, vesting of the Restricted Units granted hereunder shall be (i) tolled during any unpaid personal leave of absence and (ii) tolled as of the 91st day of any other leave of absence.

4.     Termination of Restricted Units. Except as otherwise provided in an Employment Agreement, if the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary for any reason before all of the Restricted Units vest, any unvested Restricted Units shall automatically terminate and shall be forfeited as of the date of the Grantee’s termination of employment or service. No payment shall be made with respect to any unvested Restricted Units that terminate as described in this Paragraph 4.

5.     Payment of Restricted Units.

        (a)     If and when the Restricted Units vest, the Company shall issue to the Grantee one Share for each vested Restricted Unit, subject to tax withholding as described below, within two (2) months after the applicable vesting date.

        (b)     The issuance of Shares to the Grantee pursuant to this Agreement is subject to all applicable foreign, federal, state, local and other taxes. All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required to be withheld for any taxes, if applicable. The Grantee shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any foreign, federal, state, local or other taxes that the Company is required to withhold with respect to the Restricted Units. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Company with respect to Restricted Units by having shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

        (c)     The obligation of the Company to deliver Shares when Restricted Units vest shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

6.     Change of Control. If a Change of Control (as defined in the Plan) occurs, the provisions of the Plan and the terms of any Employment Agreement between the Company and the Grantee applicable to a Change of Control shall apply to the Restricted Units.

7.     Nature of Grant. In accepting the Restricted Units, the Grantee acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated at any time, unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted repeatedly in the past; (iii) all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company and the Committee; (iv) the Grantee’s participation in the Plan shall not create a right to further employment with the Company, an Affiliate, or a Subsidiary and shall not interfere with the ability of the Company, an Affiliate, or a Subsidiary to terminate Grantee’s employment relationship at any time with or without cause; (v) the Grantee is voluntarily participating in the Plan; (vi) the Restricted Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) in the event that the Grantee is not an employee of the Company, an Affiliate, or a Subsidiary, the Restricted Units grant will not be interpreted to form an employment contract or relationship with the Company or with any Affiliate or Subsidiary; (viii) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ix) the value of Shares acquired upon vesting may increase or decrease in value, and no claim or entitlement to compensation or damages shall arise from termination of Restricted Units or from any diminution in value of the Restricted Units or Shares received upon vesting of Restricted Units, and the Grantee irrevocably releases the Company and all Affiliates and Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (x) in the event of an involuntary termination of the Grantee’s employment (whether or not in breach of local labor laws), the Grantee’s right to receive Restricted Units and vest under the Plan, if any, will, except as otherwise provided in an Employment Agreement, terminate effective as of the date that Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Grantee’s right to receive Shares pursuant to the Restricted Units after termination of employment, if any, will be measured by the date of termination of Grantee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Restricted Units award.

8.     Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. The grant and payment of the Restricted Units are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Shares, (iii) changes in capitalization of the Company, and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Restricted Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

9.     No Employment or Other Rights. THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF RESTRICTED UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING IN THE EMPLOY OR SERVICE OF THE COMPANY, AN AFFILIATE, OR A SUBSIDIARY AT THE WILL OF THE COMPANY, AN AFFILIATE, OR A SUBSIDIARY, AS THE CASE MAY BE (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED A RESTRICTED UNIT OR PURCHASING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S RELATIONSHIP AS AN EMPLOYEE OR SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

10.    Data Privacy. The Grantee understands that the Company holds certain personal information about him or her, including, but not limited to, the Grantee’s name, home address and telephone number; date of birth; social security number, social insurance number or other identification number; salary; nationality; job title; any Shares held in the Company; and/or details of all Restricted Units or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in the Grantee’s favor (collectively, “Data”). The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s Data by and among, as applicable, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired upon vesting of Restricted Units. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in each case without cost, by contacting in writing his or her local human resources representative. The Grantee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

11.    No Stockholder Rights. Neither the Grantee, nor any person entitled to receive payment in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to Shares until certificates for Shares have been issued upon vesting of Restricted Units.

12.    Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Restricted Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Restricted Units by notice to the Grantee, and the Restricted Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s Subsidiaries and Affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

13.    Applicable Law. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. This Agreement and the Restricted Units are intended to be exempt from the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), by settling the Restricted Units within the short-term deferral exemption set forth in the requirements under section 409A of the Code, and this Agreement and the Restricted Units shall be interpreted on a basis consistent with such intent. For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment.

14.    I.R.C. Section 83(b). Pursuant to Section 83(b) of the U.S. Internal Revenue Code of 1986, as amended, the Grantee will not be entitled to make an election to be taxed upon grant of the Restricted Units.

15.    Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of Director of Shareholder Services at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to the Grantee at the residential address written beneath the Grantee’s name below. The Grantee agrees to notify the Company in writing upon any change in such residential address. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the applicable postal service.

        IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

NOVELL, INC.

By:________________________________

Name:______________________________

Title:_______________________________

I hereby accept the Restricted Units described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.

Grantee:______________________________

Print Name:___________________________

Residential Address:___________________________

                                    ___________________________

                                    ___________________________

EX-10

Exhibit 10.2

NOVELL, INC.
2009 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

        This RESTRICTED STOCK UNIT AGREEMENT, dated as of _________ __, 20__ (the “Date of Grant”), is delivered by Novell, Inc. (the “Company”) to _______________ (the “Grantee”).

RECITALS

        A.        The Novell, Inc. 2009 Omnibus Incentive Plan (the “Plan”) provides for the grant of restricted stock units in accordance with the terms and conditions of the Plan. Pursuant to the Non-Employee Director Remuneration and Expense Reimbursement Summary, approved by the Board of Directors of the Company (the “Board”), the Compensation Committee of the Board has approved a grant of restricted stock units (“Restricted Units”) as an inducement for the Grantee to promote the best interests of the Company and its stockholders. A copy of the Plan is available at https://innerweb.novell.com/organizations/finance/shareholder_services/.

        B.        The Plan is administered by the Committee (as defined in the Plan).

        NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.     Grant of Restricted Units. The Company hereby grants the Grantee _______ Restricted Units. The Restricted Units are subject to the terms and conditions set forth in this Agreement and the Plan.

2.     Restricted Unit Account. Restricted Units represent hypothetical shares of common stock of the Company (“Shares”), and not actual Shares. The Company shall establish and maintain a Restricted Unit account, as a bookkeeping account on its records, for the Grantee and shall record in such account the number of Restricted Units granted to the Grantee. No Shares shall be issued to the Grantee at the time the grant is made, and the Grantee shall not be, nor have any of the rights or privileges of, a shareholder of the Company with respect to any Restricted Units recorded in the account. The Grantee shall not have any interest in any fund or specific assets of the Company by reason of this award or the Restricted Unit account established for the Grantee.

3.     Vesting.

        (a)     The Restricted Units shall be subject to forfeiture until the Restricted Units vest. Except as otherwise provided in subparagraphs 3(b) or 3(c) below, the Restricted Units shall vest over two (2) years with 50% of the Restricted Units vesting on the first annual anniversary of the Date of Grant and 50% of the Restricted Units vesting on the second annual anniversary of the Date of Grant, provided that the Grantee is a Director (as defined in the Plan) of the Company on such dates.

The vesting of the Restricted Units shall be cumulative, but shall not exceed 100% of the Restricted Units. If the foregoing schedule would produce fractional Restricted Units, the number of Restricted Units that vest shall be rounded down to the nearest whole Restricted Unit.

        (b)     Immediately upon the Grantee’s death while a Director of the Company, each of the Grantee’s outstanding, unvested Restricted Units shall vest with respect to all Restricted Units that would have vested during the twelve (12) months following such death if the Grantee had remained a Director of the Company.

        (c)     Immediately upon the effective date of the Retirement (as defined below) of the Grantee (i.e., the last date of the Grantee’s service as a Director of the Company), each of the Grantee’s outstanding, unvested Restricted Units shall vest. For purposes hereof, “Retirement” means a person who resigns as a Director of the Company at an age of 73 or older.

4.     Termination of Restricted Units. Except as otherwise provided in Paragraph 3 above, if the Grantee ceases to serve as a Director for any reason before all of the Restricted Units vest, any unvested Restricted Units shall automatically terminate and shall be forfeited as of the date of the Grantee’s termination as a Director. No payment shall be made with respect to any unvested Restricted Units that terminate as described in this Paragraph 4.

5.     Payment of Restricted Units.

        (a)     If and when the Restricted Units vest, the Company shall issue to the Grantee one Share for each vested Restricted Unit within two (2) months after the applicable vesting date.

        (b)     The issuance of Shares to the Grantee pursuant to this Agreement is subject to all applicable foreign, federal, state, local and other taxes. All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required to be withheld for any taxes, if applicable.

        (c)     The obligation of the Company to deliver Shares when Restricted Units vest shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

6.     Change of Control. If a Change of Control (as defined in the Plan) occurs, the provisions of the Plan applicable to a Change of Control shall apply to the Restricted Units; provided, however, that if the Restricted Units are subject to the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Restricted Units shall be paid to the Grantee upon the Change of Control only if the transaction constituting the Change of Control is a “change in control event” within the meaning of section 409A of the Code. If the transaction constituting a Change of Control is not a “change in control event” within the meaning of section 409A of the Code, the Restricted Units shall be paid to the Grantee within thirty (30) days following the earlier of (a) the date the Restricted Units are otherwise scheduled to vest pursuant to Section 3 above or (b) the date the Grantee ceases to be a Director.

7.     Nature of Grant. In accepting the Restricted Units, the Grantee acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated at any time, unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Restricted Units does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted repeatedly in the past; (iii) all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Board; (iv) the Grantee is voluntarily participating in the Plan; (v) in the event that the Grantee is not an employee of the Company, an Affiliate, or a Subsidiary, the Restricted Units grant will not be interpreted to form an employment contract or relationship with the Company or with any Affiliate or Subsidiary; (vi) the future value of the underlying Shares is unknown and cannot be predicted with certainty; and (vii) the value of Shares acquired upon vesting may increase or decrease in value, and no claim or entitlement to compensation or damages shall arise from termination of Restricted Units or from any diminution in value of the Restricted Units or Shares received upon vesting of Restricted Units, and the Grantee irrevocably releases the Company and all Affiliates and Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.

8.     Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. The grant and payment of the Restricted Units are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) the registration, qualification or listing of the Shares, (ii) changes in capitalization of the Company, and (iii) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Restricted Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

9.     No Stockholder Rights. Neither the Grantee, nor any person entitled to receive payment in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to Shares until certificates for Shares have been issued upon vesting of Restricted Units.

10.    Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Restricted Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Restricted Units by notice to the Grantee, and the Restricted Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s Subsidiaries and Affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

11.    Applicable Law. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. This Agreement and the Restricted Units are intended to comply with section 409A of the Code and its corresponding regulations, or an exemption, and payment may only be made under this Agreement upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. In no event shall the Grantee, directly or indirectly, designate the calendar year of payment.

12.    I.R.C. Section 83(b). Pursuant to Section 83(b) of the U.S. Internal Revenue Code of 1986, as amended, the Grantee will not be entitled to make an election to be taxed upon grant of the Restricted Units.

13.    Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of Director of Shareholder Services at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to the Grantee at the residential address written beneath the Grantee’s name below. The Grantee agrees to notify the Company in writing upon any change in such residential address. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the applicable postal service.

        IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

NOVELL, INC.

By:________________________________

Name:______________________________

Title:_______________________________

I hereby accept the Restricted Units described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.

Grantee:______________________________

Print Name:___________________________

Residential Address:___________________________

                                    ___________________________

                                    ___________________________

EX-10

Exhibit 10.5

NOVELL, INC.
2009 OMNIBUS INCENTIVE PLAN

NONQUALIFIED STOCK OPTION GRANT AGREEMENT

        This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of _________ __, 20__ (the “Date of Grant”), is delivered by Novell, Inc. (the “Company”) to _______________ (the “Grantee”).

RECITALS

        A.        The Novell, Inc. 2009 Omnibus Incentive Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Compensation Committee of the Board of Directors of the Company has approved a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its stockholders. A copy of the Plan is available at https://innerweb.novell.com/organizations/finance/shareholder_services/.

        B.        The Plan is administered by the Committee (as defined in the Plan).

        NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.     Grant of Option. Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase ___________ shares of common stock of the Company (“Shares”) at an exercise price of $_________ per Share. The Option shall become exercisable according to Paragraph 2 below and its term shall be as set forth in Paragraph 3 below.

Notwithstanding the foregoing, if an executed, written agreement between the Company and the Grantee (an “Employment Agreement”) includes provisions that differ from those set forth in this Agreement, the provisions of the Employment Agreement will apply to the extent not contrary to the terms of the Plan; provided, however, that in no event will the Option expire later than the Termination Date (as defined below in Paragraph 3).

2.     Exercisability of Option.

        (a)     Except as otherwise provided in an Employment Agreement or in subparagraphs 2(b), 2(c), 2(d), or 2(e) below, the Option shall vest and become exercisable over four (4) years with 25% of the Shares subject to the Option vesting on the first annual anniversary of the Date of Grant, and 2.0833% of the Shares subject to the Option vesting on each monthly anniversary thereafter, provided that the Grantee is employed by, or providing services to, the Company, an Affiliate, or a Subsidiary (as such terms are defined in the Plan) on the applicable vesting date.

The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share.

        (b)     Unless the Committee provides otherwise, vesting of the Option granted hereunder shall be (i) tolled during any unpaid personal leave of absence and (ii) tolled as of the 91st day of any other leave of absence.

        (c)     Immediately upon the Grantee’s death while employed by, or providing services to, the Company, an Affiliate, or a Subsidiary, the Option shall vest and become exercisable with respect to all Shares that would have vested during the twelve (12) months following such death if the Grantee had remained an employee of, or a service provider to, the Company, an Affiliate, or a Subsidiary.

        (d)     Immediately upon the effective date of the Retirement (as defined below) of the Grantee (i.e., the last date on which the Grantee is an employee of, or provides services to, the Company, an Affiliate, or a Subsidiary ), the Option shall vest and become exercisable with respect to all Shares that would have vested during the twelve (12) months following such Retirement if the Grantee had remained an employee of, or a service provider to, the Company, an Affiliate, or a Subsidiary. For purposes hereof, “Retirement” means a person who leaves the employment of, or ceases to provide services to, the Company, an Affiliate, or a Subsidiary at an age of 65 or older.

        (e)     Immediately upon a Grantee’s termination due to job elimination or reduction in force, the Option shall vest and become exercisable with respect to all Shares that would have vested during the three (3) months following such termination if the Grantee had remained an employee of, or a service provider to, the Company, an Affiliate, or a Subsidiary.

3.     Term of Option.

        (a)     The Option shall have a term of eight (8) years from the Date of Grant and shall terminate at the expiration of that period (the “Termination Date”), unless it is terminated at an earlier date pursuant to the provisions of this Agreement, an Employment Agreement, or the Plan.

        (b)     The Option shall automatically terminate upon the happening of the first of the following events:

                 (i)     The expiration of the three-month period after the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary, if the termination is for any reason other than death, Retirement, Disability (as defined below), or Cause (as defined in the Plan).

                 (ii)     The expiration of the one-year period after the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary, if the Grantee dies while employed by, or providing service to the Company, an Affiliate, or a Subsidiary.

                 (iii)     The expiration of the one-year period after the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary on account of the Grantee’s Retirement.

                 (iv)     The expiration of the one-year period after the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary on account of the Grantee’s Disability. For purposes hereof, “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

                 (v)     The date on which the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall immediately terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the eighth (8th) anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary shall immediately terminate.

4.     Exercise Procedures.

        (a)     Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by (i) delivering to the Shareholder Services Department of the Company written notice of intent to exercise (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), the method of payment, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan; or (ii) through use of the on-line service designated by the Company (currently E*TRADE Options Link) . A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the aggregate exercise price. The aggregate exercise price of any exercised Option shall be payable to the Company in accordance with one of the following methods: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares, which have been owned by the Grantee for at least six months prior to such delivery, having an aggregate Fair Market Value (as defined in the Plan) at the time of exercise equal to the aggregate exercise price; (iii) by a cashless (broker-assisted) exercise; (iv) by any combination of (i), (ii) and (iii); or (v) any other method approved or accepted by the Committee in its sole discretion. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company for the payment of the aggregate exercise price.

        (b)     The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

        (c)     All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

5.     Change of Control. If a Change of Control (as defined in the Plan) occurs, the provisions of the Plan and the terms of any Employment Agreement between the Company and the Grantee applicable to a Change of Control shall apply to the Option.

6.     Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Agreement.

7.     Nature of Grant. In accepting the Option, the Grantee acknowledges that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated at any time, unless otherwise provided in the Plan and this Agreement; (ii) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of stock options, or benefits in lieu of stock options, even if stock options have been granted repeatedly in the past; (iii) all decisions with respect to future stock option grants, if any, will be at the sole discretion of the Company and the Committee; (iv) the Grantee’s participation in the Plan shall not create a right to further employment with the Company, an Affiliate, or a Subsidiary and shall not interfere with the ability of the Company, an Affiliate, or a Subsidiary to terminate Grantee’s employment relationship at any time with or without cause; (v) the Grantee is voluntarily participating in the Plan; (vi) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) in the event that the Grantee is not an employee of the Company, an Affiliate, or a Subsidiary, the Option grant will not be interpreted to form an employment contract or relationship with the Company or with any Affiliate or Subsidiary; (viii) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (ix) the value of Shares acquired upon vesting may increase or decrease in value, and no claim or entitlement to compensation or damages shall arise from termination of the Option or from any diminution in value of the Option or Shares received upon vesting of the Option, and the Grantee irrevocably releases the Company and all Affiliates and Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Grantee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (x) in the event of an involuntary termination of the Grantee’s employment (whether or not in breach of local labor laws), the Grantee’s right to receive the Option and vest under the Plan, if any, will, except as otherwise provided in an Employment Agreement, terminate effective as of the date that Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Grantee’s right to receive Shares pursuant to the Option after termination of employment, if any, will be measured by the date of termination of Grantee’s active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Option award.

8.     Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company, and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

9.     No Employment or Other Rights. THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING IN THE EMPLOY OR SERVICE OF THE COMPANY, AN AFFILIATE, OR A SUBSIDIARY AT THE WILL OF THE COMPANY, AN AFFILIATE, OR A SUBSIDIARY, AS THE CASE MAY BE (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S RELATIONSHIP AS AN EMPLOYEE OR SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

10.    Data Privacy. The Grantee understands that the Company holds certain personal information about him or her, including, but not limited to, the Grantee’s name, home address and telephone number; date of birth; social security number, social insurance number or other identification number; salary; nationality; job title; any Shares held in the Company; and/or details of all Options or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in the Grantee’s favor (collectively, “Data”). The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s Data by and among, as applicable, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired upon the exercise of the Option. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in each case without cost, by contacting in writing his or her local human resources representative. The Grantee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative.

11.    No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the Shares subject to the Option, until certificates for Shares have been issued upon the exercise of the Option.

12.    Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement or the Plan, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s Subsidiaries and Affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

13.    Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

14.    Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of Director of Shareholder Services at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to the Grantee at the residential address written beneath the Grantee’s name below. The Grantee agrees to notify the Company in writing upon any change in such residential address. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the applicable postal service.

        IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Agreement, effective as of the Date of Grant.

NOVELL, INC.

By:________________________________

Name:______________________________

Title:_______________________________

I hereby accept the Option described in this Agreement, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.

Grantee:______________________________

Print Name:____________________________

Residential Address:___________________________

                                    ___________________________

                                    ___________________________