-----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, L3r0SaHOa5zEGSYN6Mn14taft5YJbsEQ4nufClUjbVAdy0HX88HHrF3wG/NbA9+8 e7fSTXi+R4t3zTG/s113PQ== 0000758004-10-000114.txt : 20101110 0000758004-10-000114.hdr.sgml : 20101110 20101110162835 ACCESSION NUMBER: 0000758004-10-000114 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101107 FILED AS OF DATE: 20101110 DATE AS OF CHANGE: 20101110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Colado Javier F CENTRAL INDEX KEY: 0001505293 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13351 FILM NUMBER: 101180402 MAIL ADDRESS: STREET 1: NOVELL, INC. STREET 2: 404 WYMAN STREET, 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 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2010-11-07 0 0000758004 NOVELL INC NOVL 0001505293 Colado Javier F NOVELL, INC. 404 WYMAN STREET, SUITE 500 WALTHAM MA 02451 0 1 0 0 SVP, Global Sales Common Stock 69714 D Common Stock 2448 D Common Stock 11111 D Common Stock 33741 D Common Stock 36550 D Stock Option (right to buy) 7.24 2014-03-13 Common Stock 70000 D Stock Option (right to buy) 6.62 2015-01-12 Common Stock 136904 D Stock Option (right to buy) 3.89 2017-04-07 Common Stock 102339 D Stock Option (right to buy) 3.99 2017-12-08 Common Stock 112179 D Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on June 12, 2007. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest on June 12, 2011. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on June 3, 2008. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in two equal installments on June 3, 2011 and June 3, 2012. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on April 7, 2009. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in three equal installments on April 7, 2011, April 7, 2012 and April 7, 2013. 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 two equal installments if the last reported sales price of Novell's common stock on NASDAQ for the immediately preceeding 20 consecutive trading day period equals or exceeds $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. The option vested 25% on March 13, 2007, and vested 2.0833% monthly thereafter, and is now fully vested. The option vested 25% on January 12, 2008, and vests 2.0833% monthly thereafter, so that the option will be fully vested on January 12, 2011. The option vested 25% on April 7, 2010, and vests 2.0833% monthly thereafter, so that the option will be fully vested on April 7 2013. The option will vest 25% on December 8, 2010, and will vest 2.0833% monthly thereafter, so that the option will be fully vested on December 8, 2013. /s/ Elspeth Grant Pruett/Attorney-in-fact 2010-11-10 EX-24 2 attach_1.htm EXHIBIT 24 POWER OF ATTORNEY 
                        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 9th day of November, 2010.





                              Signature: /s/ Javier F. Colado



                              Print Name: Javier F. Colado
-----END PRIVACY-ENHANCED MESSAGE-----