-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DkYnxlUJrtP5RFQWQ8CHeKm9QR3fpMzaMrDlvyj3DUVDIF6x1CiWyGlB4Wwb0RcS k+9rmo6hNQg4sZLoQYpBKg== 0000758004-09-000186.txt : 20091210 0000758004-09-000186.hdr.sgml : 20091210 20091210164220 ACCESSION NUMBER: 0000758004-09-000186 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091208 FILED AS OF DATE: 20091210 DATE AS OF CHANGE: 20091210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Russell Dana C CENTRAL INDEX KEY: 0001367405 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13351 FILM NUMBER: 091234127 MAIL ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 500 CITY: WALTHAM STATE: MA ZIP: 02451 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOVELL INC CENTRAL INDEX KEY: 0000758004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870393339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 404 WYMAN STREET, SUITE 500 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 8018617000 MAIL ADDRESS: STREET 1: 1800 SOUTH NOVELL PLACE CITY: PROVO STATE: UT ZIP: 84606 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2009-12-08 0000758004 NOVELL INC NOVL 0001367405 Russell Dana C NOVELL, INC. 404 WYMAN STREET, SUITE 500 WALTHAM MA 02451 0 1 0 0 Senior VP and CFO Common Stock 2009-12-08 4 A 0 187969 0 A 363850 D Stock Option (right to buy) 3.99 2009-12-08 4 A 0 384615 0 A 2017-12-08 Common Stock 384615 384615 D Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on December 8, 2009. The units will vest in three equal installments if the last reported sales price of Novell's common stock on NASDAQ for the immediately preceding 20 consecutive trading day period equals or exceeds $5.50, $7.00 and $8.50 respectively, which target prices are subject to reduction at the discretion of the Company's Board of Directors or a committee thereof. As the restricted stock units vest, the vested units will automatically be converted to vested common stock on a one-for-one basis. Any units that have not vested by December 8, 2016, will be forfeited. Of these securities, 25% vest on December 8, 2010, and 2.0833% vest monthly thereafter so that the options are fully vested on December 8, 2013. /s/ Elspeth Grant Pruett/Attorney-in-fact 2009-12-10 EX-24 2 russell.htm EXHIBIT 24: POWER OF ATTORNEY
POA.2009



                        POWER OF ATTORNEY



     Know all men by these presents, that the undersigned hereby

constitutes and appoints Scott N. Semel, Barbara A. Dirsa and

Elspeth Grant Pruett, signing singly, the undersigned's true and

lawful attorney-in-fact to:



     (1)  execute for and on behalf of the undersigned, in the

          undersigned's capacity as an officer and/or director of Novell,

          Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section

          16(a) of the Securities Exchange Act of 1934 and the rules

          thereunder;



     (2)  do and perform any and all acts for and on behalf of the

          undersigned which may be necessary or desirable to complete and

          execute any such Form 3, 4 or 5 and timely file such form with

          the United States Securities and Exchange Commission and any

          stock exchange or similar authority; and



     (3)  take any other action of any type whatsoever in connection

          with the foregoing which, in the opinion of such attorney-in-

          fact, may be of benefit to, in the best interest of, or legally

          required by, the undersigned, it being understood that the

          documents executed by such attorney-in-fact on behalf of the

          undersigned pursuant to this Power of Attorney shall be in such

          form and shall contain such terms and conditions as such attorney-

          in-fact may approve in such attorney-in-fact's discretion.



     The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform any and every act and

thing whatsoever requisite, necessary, or proper to be done in

the exercise of any of the rights and powers herein granted, as

fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution

or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of

this power of attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorney-in-fact,

in serving in such capacity at the request of the undersigned, is

not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the

Securities Exchange Act of 1934.



     This Power of Attorney shall remain in full force and effect

until the undersigned is no longer required to file Forms 3, 4

and 5 with respect to the undersigned's holdings of and

transactions in securities issued by the Company, unless earlier

revoked by the undersigned in a signed writing delivered to the

foregoing attorney-in-fact.



     IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 9 day of June, 2009.





                                   Signature:  /s/ Dana Russell



                                   Print Name:  Dana Russell



                  POWER OF ATTORNEY REVOCATION





     Know all men by these presents, that the undersigned hereby

revokes all Powers of Attorney previously granted to any person

other than Scott N. Semel, Barbara A. Dirsa, and/or Elspeth Grant

Pruett pursuant to which each such attorney-in-fact was

authorized to:



     (4)  execute for and on behalf of the undersigned, in the

          undersigned's capacity as an officer and/or director of Novell,

          Inc., Forms 3, 4 and 5 in accordance with Section 16(a) of the

          Securities Exchange Act of 1934 and the rules thereunder;



     (5)  do and perform any and all acts for and on behalf of the

          undersigned which may have been necessary or desirable to

          complete and execute any such Form 3, 4 or 5 and timely file such

          form with the United States Securities and Exchange Commission

          and any stock exchange or similar authority; and



     (6)  take any other action of any type whatsoever in connection

          with the foregoing which, in the opinion of such attorney-in-

          fact, may have been of benefit to, in the best interest of, or

          legally required by, the undersigned.



     IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney Revocation to be executed as of this 9 day of June,

2009.





                                   Signature: /s/ Dana Russell



                                   Print Name: Dana Russell



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