**Exhibit 10.4**

October 30, 2006 

**Personal and Confidential**

Ms. Colleen O’Keefe 

11 Brittany Place

Basking Ridge, NJ 07920 

DearColleen, 

On behalf of Novell, Inc. (“Novell”), I am pleased to offer you the position of Senior Vice President of Novell, WorldwideServices. In this position, you will be reporting directly to Ron Hovsepian, President and Chief Executive Officer, and your responsibilities will be those commonly associated with the position of Senior Vice President, Worldwide Services. Yourexpected start date with Novell will be mutually agreed to between you and Ron Hovsepian, but in no event will it be later than December 4th, 2006. 

Your base salary will be no less then $14,583.33 per bi-monthly pay period (less applicable tax withholding), which is $350,000 annualized (less applicable tax withholding). In addition to your basesalary, you will be eligible to participate in Novell’s Annual Bonus Program. Your bonus will be based on the attainment of certain performance goals, which may be determined based on your individual performance, the performance of your groupand/or Novell’s performance. These goals will be established by Novell, and your annualized target bonus will represent a percentage of your annual base salary, which may be up to 60% of your base salary. For Fiscal Year 2007, 50% of your firstyear bonus will be guaranteed. 

You will also receive a one-time sign-on bonus equal to $200,000 (less applicable tax withholding) if youremain employed by Novell for six months. This sign-on bonus will be paid to you in a lump sum cash payment within the first sixty days of your employment; however, if, at any time within the six month period after the date you commence employmentwith Novell, either Novell terminates your employment for cause or you resign from your position with Novell for any reason, you will be required to immediately repay to Novell the entire amount of this sign-on bonus. 

Upon commencement of your employment with Novell, you will be granted a non-qualified stock option to purchase 200,000 shares of Novell common stock underone of Novell’s equity compensation plans. These options will vest 25% one year after your commencement date with an additional 2.0833% to vest on each monthly anniversary thereafter. 

Ms. Colleen O’Keefe 

October 30, 2006 

Page 2 

In addition, upon commencement of your employment with Novell, you will be granted 100,000 restricted stock units under one of Novell’s equity compensation plans. The restricted stock units will vestone third per year for three years. 

In addition to your initial stock option grant and restricted stock units, you will be eligible toparticipate in Novell’s discretionary Executive Long Term Incentive Equity Plan, which will provide you with the opportunity to receive annual stock option grants to purchase Novell common stock, subject to the approval of Novell’sCompensation Committee. 

To facilitate your relocation to Boston from New Jersey, Novell, Inc. will provide you with $150,000 USD. Thisreimbursement will be made to you upon your move to Boston. 

Lastly, in addition to the foregoing benefits, Novell offers an outstandingbenefits package, which we view as an important part of our compensation program. The full range of benefits include: life, medical, dental and disability insurance coverage, four weeks of vacation per year, and 401K plan with company matchingcontribution of 4%. You are also eligible to receive financial planning reimbursement (up to a maximum cost of $10,000 USD per year). 

Whileyour employment with Novell is for no particular duration and is at-will, meaning that Novell or you may terminate the employment relationship at any time, with or without cause and with or without prior notice, you will be entitled to receivecertain severance benefits if you execute the severance agreement that is attached to this offer letter as Exhibit A (the “Severance Agreement”), experience a termination that is covered by the Severance Agreement and comply with the termsand conditions of the Severance Agreement. Among the requirements of the Severance Agreement is that you comply with its confidentiality, non-competition and non-solicitation obligations and limitations. This offer is expressly contingent on yourexecution of the attached Severance Agreement. 

Lastly, this offer is expressly contingent on your agreement to the terms, and execution, ofthe attached Intellectual Property Agreement (the “Intellectual Property Agreement”), a copy of which is attached as Exhibit B, as well as agreeing to be bound by the terms and conditions of Novell’s Code of Business Ethics and suchother agreements required for employees of Novell. 

*                            *                            *                            *                            * 

The above terms of this offer letter set forth the entire terms and conditions of your offer of employment with Novell and supersede all prior orcontemporaneous agreements, representations or understandings, written or oral, by or between Novell and you concerning the terms and conditions of your employment. This offer letter may only be modified by a written agreement signed by you andNovell’s Senior Vice President, People. 

 

Ms. Colleen O’Keefe 

October 30, 2006 

Page 3 

This offer will remain valid throughNovember 15, 2006. Please signify acceptance of this offer by signing the “Acceptance and Acknowledgment” at the end of this offer letter. In addition, please signify your acceptance to the terms and conditions of the SeveranceAgreement by signing the Severance Agreement attached as Exhibit A and the Intellectual Property Agreement by signing the Intellectual Property Agreement attached as Exhibit B. Return the signed copy of this document, along with the SeveranceAgreement and Intellectual Property Agreement, to Novell Human Resources c/o Alan Friedman (at 404 Wyman St., Suite 500, Waltham, MA 02451) in the enclosed pre-addressed envelope, and retain any copies for your files. 

We look forward to your joining Novell and we are eager to see the results of your contributions to Novell as you offer your considerable talents andabilities — and hope that we in turn enrich your career and contribute to the fulfillment of your professional goals. If you have questions or wish to discuss this offer, please contact me. 

Sincerely, 

 

Alan J. Friedman 

Senior Vice President, People 

Ms. Colleen O’Keefe 

October 30, 2006 

Page 4 

Novell substantial and irrevocable damage and monetary damages would be inadequate to compensate Novell and, in addition to any other remedies or rights it may have, Novell shall be entitled to seek aninjunction and all other available equitable relief to enforce the terms of this offer letter. Each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair theenforceability of any of the other clauses of the offer letter. If any provision of this offer letter shall for any reason be held to be excessively broad as to length of time, scope, range of activities, geographic area or otherwise so as to beunenforceable at law, such provision(s) shall be reformed and construed by the appropriate judicial body to the fullest extent enforceable, and the remaining provisions of this offer letter will not be affected. 

 
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