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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)







|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the Fiscal Year Ended October 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period
from                     to                     .

Commission File Number 0-13351





NOVELL, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 87-0393339                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

404 Wyman Street, Suite 500

Waltham, MA 02451

(Address of principal executive offices including zip code)

(781)
464-8000

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



|                                       |  |                                                          
|-------------------------------------- |  | ---------------------------------------------------------
|Title of Each Class                    |  | Name of Each Exchange on Which Registered                
|Common Stock, par value $.10 per share |  | The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Securities registered
pursuant to Section 12(g) of the Act: None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
    Yes  þ    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes   ̈    No  þ

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  þ    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in

Rule 12b-2 of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  | þ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)    Yes   ̈    No  þ

The
aggregate market value of the registrants common stock held by non-affiliates as of April 30, 2010 (based on the last reported sales price of the common stock on the NASDAQ Global Select Market on such date) was $1,275,250,970. For
purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding common stock and common stock held by executive officers and directors of the registrant have been excluded because such persons are deemed
to be affiliates as that term is defined under the rules and regulations promulgated under the Securities Act of 1933. This determination is not necessarily conclusive for other purposes.

As of November 30, 2010 there were 351,582,564 shares of the registrants common stock outstanding.





DOCUMENTS INCORPORATED BY REFERENCE:None









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TABLE OF CONTENTS



|         |  |                                                                                                |  |  |    | 
|-------- |  | ---------------------------------------------------------------------------------------------- |  |  | -- | 
|PART III | 
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                         |  |  | 2  | 
|Item 11. |  | Executive Compensation                                                                         |  |  | 6  | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  |  | 35 | 
|Item 13. |  | Certain Relationships and Related Transactions and Director Independence                       |  |  | 37 | 
|Item 14. |  | Principal Accounting Fees and Services                                                         |  |  | 38 | 
|         | 
|PART IV  |  |                                                                                                |  | 
|Item 15. |  | Exhibits, Financial Statement Schedules                                                        |  |  | 39 | 



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EXPLANATORY NOTE

We filed our Annual Report on Form 10-K for the fiscal year ended October 31, 2010 (the Form 10-K) with the U.S. Securities and Exchange Commission (the SEC) on
December 13, 2010. We are filing this Amendment No. 1 to the Form 10-K (this Form 10-K/A) solely for the purpose of including in Part III the information that was to be incorporated by reference from our definitive proxy
statement for our 2011 Annual Meeting of Stockholders, because our definitive proxy statement will not be filed with the SEC within 120 days after the end of the fiscal year ended October 31, 2010. This Form 10-K/A hereby amends and restates in
their entirety the Form 10-K cover page and Items 10 through 14 of Part III.

Pursuant to Rule 12b-15 under the Securities and Exchange Act of
1934, as amended (the Exchange Act), this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV has also been amended and restated in its
entirety to include the currently dated certifications as exhibits. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

No attempt has been made in this Form 10-K/A to modify or update the
other disclosures presented in the Form 10-K, including, without limitation, the financial statements. This Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update the disclosures in the Form 10-K, except
as set forth in this Form 10-K/A, and should be read in conjunction with the Form 10-K and our other filings with the SEC.

FORWARD-LOOKING STATEMENTS

This 10-K/A contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current
expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Any statements that are not statements of
historical fact (such as statements containing the words believes, plans, anticipates, expects, estimates and similar expressions) should be considered forward-looking statements. Among
others, the following risks, uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: the risk that the merger may be delayed or may not be consummated; the risk that the definitive
merger agreement may be terminated in circumstances that require us to pay Attachmate Corporation a termination fee of $60 million; risks related to the diversion of managements attention from our ongoing business operations; risks regarding
the failure of Attachmate Corporation to obtain the necessary financing to complete the merger; the effect of the announcement of the merger or the patent sale on our business relationships (including, without limitation, partners and customers),
operating results and business generally; risks related to obtaining the requisite consents to the merger and the patent sale, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various
governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; indirect sales; growth rates of our business units; renewal of SUSE® Linux Enterprise Server subscriptions with customers who have received certificates from Microsoft Corporation;
decline rates of Open Enterprise Server and NetWare® revenue; development of products and services; the
intelligent workload management market; software vulnerabilities; delays in product releases; reliance on open source software and third party technologies and specifications; adequacy of renewal rates; uncertain economic conditions; competition;
rapid technological changes; failure to expand brand awareness; adequacy of technical support; pricing pressures; system failures; integration of acquisitions; industry consolidation; challenges resulting from a global business; foreign research and
development operations; loss of key employees; intellectual property infringement; litigation matters; unpredictable financial results; impairments; the timing of revenue recognition; our investments; and effective use of our cash. Additional risk
factors that may affect future results are contained in our filings with the SEC, including the 10-K, which are available at the SECs website at http://www.sec.gov. Because forward-looking statements involve risks and uncertainties, actual
results and events may differ materially from results and events currently expected by us. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change of expectations
with regard thereto or to reflect any change in events, conditions or circumstances.



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PART III

Item 10.Directors, Executive Officers and Corporate Governance

Board of Directors

Our Board of Directors is declassified, which means that each member is
elected annually. Accordingly, directors elected at our annual meetings of stockholders will hold office until the next annual meeting of stockholders and until their successors are elected and qualified, except in the event of their earlier death,
resignation or removal.

Albert Aiello

Director since 2003

Mr. Aiello, age 68, has been the Managing Director of Albert
Aiello & Associates, a strategic technology management consulting company, since he founded the company in February 2003. Since September 2009, Mr. Aiello has served as Chief Executive Officer of XTRAC, a privately held Fidelity
Investments company that provides business process management software. Prior to that, Mr. Aiello served as Managing Director of Technology and Business Processes for Colt Telecommunications, from January 2007 through December 2009. From
January 1998 through December 2002, Mr. Aiello served as Global Chief Information Officer of Lend Lease Corporation, a financial and construction management company, and as a member of its Board of Directors from May 1998 through December 2002.
Mr. Aiello was the Chief Information Officer for Fidelity Investments from April 1990 to December 1997. Mr. Aiello served as Chairman of the Board of the Software Productivity Consortium from December 1999 to December 2000. Mr. Aiello
has also served as a member of the Board of Directors of CoolSavings, Inc.

Mr. Aiello built a distinguished career
as an effective chief information officer. Serving on our Board of Directors for the past seven years and as an active executive and advisor to businesses, he provides the Novell management team guidance on customer partnering in building IT
infrastructures for competing in the 21stcentury global
environment.

Fred Corrado

Director since 2002

Mr. Corrado,
age 70, served as Vice Chairman of the Board of Directors and Chief Financial Officer of The Great Atlantic & Pacific Tea Company, Inc., a food retailer, from October 1992 until February 2002. Mr. Corrado served on the Board of
Directors of Security Capital Assurance Ltd from March 2008 through August 2008. Since May 2005, Mr. Corrado has been a member of the advisory board of Approva Corporation, a software company that provides continuous controls monitoring
solutions. Mr. Corrado is also a Director of the New Jersey Performing Arts Center.

Mr. Corrado comes to our Board of Directors
with a distinguished career as a business unit chief executive officer and chief financial officer. Mr. Corrado contributes a blend of skills to our Board of Directors through his extensive financial and executive expertise, including direct
experience in the software industry.

Richard L. Crandall

Chairman of the Board since 2008 and Director since 2003

Mr. Crandall, age 67, is a
founding Managing Director of Arbor Partners, a high technology venture capital firm, a position he has held since November 1997. Mr. Crandall also serves as the Chairman of the Enterprise Software Roundtable, an organization of the senior
corporate leadership of more than 35 of the largest software companies, which he founded in July 1994. Since November 2006, Mr. Crandall has served as Chairman of Pelstar LLC, a manufacturer of medical weighing and measurement devices. Since
May 2005, Mr. Crandall has served as Managing Partner of Alpine Capital Partners, LLC, a real estate developer. Mr. Crandall served as the Chairman of Giga Information Systems, an IT research and advisory firm, from July 2002 until
February 2003, and was a board member of and a special advisor to Giga Information Systems from its founding in April 1996 until February 2003.



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Prior to that, Mr. Crandall was a founder of Comshare, Inc., a decision support software company, and served as its Chief Executive Officer from April 1970 until April 1994 and its Chairman
from April 1994 until April 1997. Mr. Crandall was the technology advisor to the U.S. Chamber of Commerce from 2003 to 2008 and is currently a Director of Diebold, Inc., where he has served on the Board of Directors since 1996, and the
Dreman/Claymore Dividend & Income Fund, a management investment company, where he has served on the Board of Directors since 2003.

Having a distinguished career as a software company chief executive officer himself, Mr. Crandall maintains relationships and an active dialogue
with peer chief executive officers in the software industry.Our Board of Directors values Mr. Crandalls deep chief executive officer leadership and innovation experiences in the high technology industry.

Gary G. Greenfield

Director since 2009

Mr. Greenfield, age 56, has served as Chairman of the Board of Directors and Chief Executive Officer of Avid Technology, Inc., a provider
of digital audio and video solutions, since December 2007, and as President of Avid Technology, Inc. since May 2008. Prior to joining Avid Technology, Inc., from December 2003 to December 2007, Mr. Greenfield served as Chief Executive Officer
of GXS, Inc., a provider of business-to-business integration, synchronization and collaboration solutions and has been a director of GXS Worldwide, Inc. since 2003. From December 2003 to December 2007, he also served as an Operating Partner with
Francisco Partners, a technology-focused private equity firm. From June 2002 to August 2003, Mr. Greenfield served as Chief Executive Officer of Peregrine Systems, Inc., an infrastructure management software company. Peregrine Systems, Inc.
filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware in September 2002 and formally emerged from Chapter 11 bankruptcy protection in August
2003. Prior to that, he served as President and Chief Executive Officer of Merant PLC, a provider of software solutions for enterprise change management. Mr. Greenfield is also a Director of Vocus, Inc. From 1998 to 2007, he also served on the
Board of Directors of both Hyperion Solutions Corporation and Mobius Management Systems, Inc.

Mr. Greenfield comes to our Board of
Directors as a sitting chief executive officer of a software firm similar in size to Novell.With an established background in technology-oriented businesses, including multiple software companies, as well as venture capital firms,
Mr. Greenfield provides important perspectives and insights to our Board of Directors discussions.

Judith H. Hamilton

Director since 2009

Ms. Hamilton, age 66, currently serves on the Board of Directors of R.R. Donnelley & Sons (since 1995) and the Wildlife Conservation Society
(since 1993). Until 2008, Ms. Hamilton was a Director of Artistic Media Partners, Inc., Markettools, Inc., and The National Parks Foundation. In 2002, Ms. Hamilton retired from Classroom Connect, Inc., a provider of materials integrating
the Internet into the education process, where she had served as President and Chief Executive Officer since 1999. From April 1996 through July 1998, Ms. Hamilton served as the President and Chief Executive Officer of FirstFloor Software, an
Internet software publisher. Ms. Hamilton was the Chief Executive officer of Dataquest, a market research firm for technology, from 1992 to 1996.

Ms. Hamiltons senior leadership experience in a spectrum of industries, including the software industry, provides a diversified perspective to our Board of Directors. In addition,
Ms. Hamilton contributes her broad board-level governance experiences to our Board of Directors deliberations.

Ronald W.
Hovsepian

Director since 2006

Mr. Hovsepian, age 49, has served as one of our Directors and as our President and Chief Executive Officer since June 2006. Mr. Hovsepian
served as our President and Chief Operating Officer from October 2005 to June 2006.



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From May 2005 to November 2005, Mr. Hovsepian served as Executive Vice President and President, Worldwide Field Operations. Mr. Hovsepian joined us in June 2003 as President, Novell
North America. Before joining Novell, Mr. Hovsepian was a Managing Director with Bear Stearns Asset Management, a technology venture capital fund, from February to December 2002. From March 2000 to February 2002, Mr. Hovsepian served as
Managing Director for Internet Capital Group, a venture capital firm. Prior to that, Mr. Hovsepian served in a number of executive positions with International Business Machines Corporation over approximately a 17-year period.
Mr. Hovsepian is also Chairman of the Board of Directors of Ann Taylor Corporation.

Mr. Hovsepian serves as our Chief Executive
Officer. Prior to serving as our Chief Executive Officer, he held functional positions within Novell enabling him to share with our Board of Directors context and personal insight into our companys operations. Our Board of Directors also
values Mr. Hovsepians background in venture capital investment, focusing on technology-related entities, as well as his lengthy and extensive experience with a major global software company.

Patrick S. Jones

Director since 2007

Mr. Jones, age 66, serves as Chairman of the Board of Directors of Lattice Semiconductor Corporation, where he has served on the
Board of Directors since 2005, as Chairman of the Board of Directors of Epocrates, Inc., where he has served on the Board of Directors since 2005, and on the Board of Directors of Openwave Systems, where he has served on the Board of Directors since
2007. Mr. Jones also serves on the Board of Directors of several private venture backed companies in Europe and the United States, primarily in the mobile communications segments, including Sagem Wireless and Inside Contactless SA. From 1998 to
2001, Mr. Jones was the Senior Vice President and Chief Financial Officer of Gemplus International S.A. (now GEMALTO N.V.), a provider of solutions empowered by smart cards. From 1992 to 1998, Mr. Jones was Vice President Finance,
Corporate Controller for Intel Corporation. Prior to that, Mr. Jones served as Chief Financial Officer of LSI Logic. Mr. Jones has experience serving on the Board of Directors of several public companies, including Genesys SA from 2001
through 2009, QRS Corporation from 2003 through 2008, and Liberate Technologies from 2003 through 2008.

Mr. Jones comes to our Board of
Directors with deep chief financial officer experience and broad experience in contributing that experience to board deliberations. He has experience serving on the Board of Directors of several public companies, including Genesys SA, QRS
Corporation, and Liberate Technologies. Our Board of Directors values Mr. Jones global executive experience, as well as his financial expertise.

Richard L. Nolan

Director since 1998

Mr. Nolan, age 70, is the William Barclay Harding Professor of Management of Technology, emeritus, Harvard Business School, a professorship he
was awarded in September 1991. Mr. Nolan has been the Philip M. Condit Professor of Business Administration at the University of Washington since September 2004. Mr. Nolan served as Chairman and Chief Executive Officer
of Nolan, Norton and Company, an information technology management consulting company, from 1977 until the company was acquired by KPMG LLP in 1987. Mr. Nolan then served as Chairman of Nolan, Norton and Company and a Partner of KPMG from 1987
to 1991. Mr. Nolan is a Director of Loctronix Company, and served on the Board of Directors of The Great Atlantic & Pacific Tea Company, Inc. from 1999 to 2005.

Serving on our Board of Directors for twelve years, Dr. Nolan has acquired extensive knowledge of our business. Dr. Nolans experience at venerable educational institutions, as well as his
direct executive-level leadership and operational experience in technology enterprises, provides a unique broad perspective to our Board of Directors.

John W. Poduska, Sr., Sc.D.

Director since 2001

Dr. Poduska, age 73, was the Chairman of Advanced Visual Systems, Inc., a provider of visualization software, from January 1992 to December
2001. From December 1989 until December 1991, Dr. Poduska was President and



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Chief Executive Officer of Stardent Computer, Inc., a computer manufacturer. From December 1985 until December 1989, Dr. Poduska served as Chairman and Chief Executive Officer of Stellar
Computer, Inc., which he founded, a computer manufacturer and the predecessor of Stardent Computer, Inc. Prior to founding Stellar Computer, Inc., Dr. Poduska founded Apollo Computer Inc. and Prime Computer Inc. Dr. Poduska also served as
a director of Anadarko Petroleum Corporation and Safeguard Scientifics, Inc. until 2009.

Dr. Poduska brings to our Board of Directors a
deep technology experience and pioneering leadership in building successful high technology enterprises. He has a distinguished history of leadership and remains active in facilitating innovation within technology businesses.

There are no family relationships among our executive officers and our directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the
Exchange Act requires our directors, executive officers and any persons who beneficially own more than 10% of our common stock to send reports of their ownership of shares of common stock and changes in ownership to us and the SEC. Based on our
records and information that we received, we believe that during fiscal 2010 all of such reporting persons complied with all Section 16(a) reporting requirements applicable to them.

Codes of Ethics

We have adopted two codes of ethics, each designed to encourage our
employees, executives and directors to act with the highest integrity.

Code of Business Ethics. We review and update our Code of
Business Ethics (the COBE) annually. The purpose of the COBE is to convey the basic principles of business conduct expected of all our executives and employees, including our Chief Executive Officer, Chief Financial Officer, Controller,
and other senior financial personnel performing similar functions. Except where prohibited by law, we require all of our executives and employees to review the COBE at least once a year and to submit a report to our Ethics Officer (i) stating
that he or she has read and understands the COBE, (ii) reporting any conflicts of interest he or she may have, (iii) agreeing to comply with all of our policies, (iv) reporting any suspected violations of the COBE or our policies
referenced in the COBE, and (v) reporting any known violations of the Foreign Corrupt Practices Act. In support of the COBE, we provide targeted COBE training to our employees and provide our employees with numerous avenues for the reporting of
ethics violations or other similar concerns, including the required employee reports and an anonymous telephone hotline. The Audit Committee monitors the implementation and enforcement of the COBE. The COBE meets the definition of code of
ethics under the rules and regulations of the SEC and is posted on the Corporate Governance page of our website at http://www.novell.com/company/ir/cg/cobe/cobe.html.In the event that we amend or waive provisions of the COBE that are
applicable to our Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, or persons performing similar functions, we intend to disclose such amendment or waiver on our website within four business days.

Non-Employee Director Code of Ethics. Our Board of Directors has established the Non-Employee Director Code of Ethics (the
Director Code). The Director Code sensitizes directors on areas of ethical risk relating to their specialized roles, provides mechanisms for directors to report unethical conduct, and fosters a culture of honesty and accountability among
directors. Each non-employee director is required to review the Director Code at least once a year and to submit a report generally (i) stating that he or she has read and understands the Director Code, (ii) reporting any conflicts of
interest he or she may have, (iii) agreeing to comply with the Director Code, and (iv) reporting any suspected violations of the Director Code. A copy of the Director Code may be found through the Corporate Governance page of our website
at http://www.novell.com/company/ir/cg/cobe/director_cobe.html.

Director Recommendations

No changes have been made to the procedures by which security holders may recommend nominees to our Board of Directors since our definitive proxy
statement for our 2010 Annual Meeting of Stockholders, dated February 26, 2010.



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Audit Committee

The Audit Committee was established in accordance with section 3(a)(58)(A) of the Exchange Act and is currently comprised of Messrs. Jones, who serves as its Chairperson, Aiello and Corrado.

Our Board of Directors has determined that (i) the members of the Audit Committee are independent as defined by the listing standards of
The Nasdaq Stock Market (NASDAQ), (ii) the members of the Audit Committee possess the attributes to be considered financially sophisticated for purposes of the listing standards of NASDAQ and (ii) each of Messrs. Jones,
Corrado, and Aiello has the background to be considered an audit committee financial expert as defined by the rules and regulations of the SEC.

The balance of the information required by this item is contained in the discussion entitled, Executive Officers of the Registrant in Part I of the Form 10-K.

Item 11.Executive Compensation

Compensation Discussion and Analysis

Overview

In fiscal 2009, the contraction of global economies impacted our ability to grow and expand our business and our focus was on improving profitability and
containing costs to preserve long-term stockholder value. Fiscal 2010 began with a focus on growth and stockholder value. We adopted key goals of becoming a leader in the emerging category of intelligent workload management, retaining and acquiring
customers by leveraging our partners, and meeting invoicing (reflecting future revenue) and operating margin targets. On March, 2, 2010, our Board of Directors received an unsolicited letter sent on behalf of Elliott Associates, L.P. and Elliott
International, L.P. making a conditional and non-binding proposal to acquire Novell for $5.75 per share in cash. At a meeting on March 19, 2010, our Board of Directors, after a lengthy discussion, including with Novells legal and
financial advisors, concluded that the proposal was inadequate and not in our, or our stockholders, best interests. At that time our Board of Directors authorized commencing a process in which the initial focus would be on a sale of the entire
company together with a thorough review of various alternatives to enhance stockholder value.

For the full year, Novell reported fiscal 2010
net revenue of $811.9 million compared to fiscal 2009 net revenue of $862.2 million representing a decrease of 6% compared to the prior year. The lower product revenue primarily resulted from weakness in our legacy products in the challenging
economic market as well as, we believe, the uncertainty associated with the review of alternatives to enhance stockholder value. Despite lower revenue, we maintained our operating margins during fiscal 2010.

Shortly after the end of fiscal 2010, on November 21, 2010, we entered into an Agreement and Plan of Merger (the Merger Agreement) with
Attachmate Corporation (Attachmate) and Longview Software Acquisition Corp. (Merger Sub), which provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and
into us, with us continuing as the surviving corporation and a wholly-owned subsidiary of Attachmate. Pursuant to the terms of the Merger Agreement, at the time the merger is effective, each issued and outstanding share of our common stock, other
than treasury shares, shares held by Attachmate, Merger Sub or any other direct or indirect wholly-owned subsidiary of Attachmate or us and shares held by stockholders who perfect their appraisal rights, will be converted into the right to receive
$6.10 in cash, without interest and less any applicable withholding taxes. Also on November 21, 2010, we entered into a Patent Purchase Agreement (the Patent Purchase Agreement) with CPTN Holdings LLC, a consortium of technology
companies organized by Microsoft Corporation (CPTN), which provides that, upon the terms and subject to the conditions set forth in the Patent Purchase Agreement, we will sell to CPTN all of our right, title and interest in certain
identified issued patents and patent applications for $450 million in cash.

As discussed further below, performance metrics under executive
compensation programs for fiscal 2010 were set at the beginning of the year to align with our key focus areas. Notwithstanding the challenges presented by our Board of Directors authorized review and activities discussed above, executives
remained centered on executing against



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the performance goals. Compensation paid was consistent with compensation program objectives and actual performance results.

Highlights of Fiscal 2010 Compensation

The overall objectives of Novells
executive compensation program are to:



| |  |  | Ensure that executives interests are closely aligned with stockholders interests in the success of Novell;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | Reward executives based on the achievement of short and long-term business objectives based on individual, business unit, and company performance; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Provide competitive compensation opportunities that will attract, retain and motivate superior executive personnel.
| | - |  | -------------------------------------------------------------------------------------------------------------------

Financial performance metrics under compensation plans emphasized revenue and invoicing (reflecting future revenue) as well as non-Generally Accepted
Accounting Principles (GAAP) operating income (calculated as described below under Description of Performance Targets). Targets for these financial metrics were based on our business plan. The performance targets related to Novells
Fiscal 2010 Annual Incentive Program for Executives (the 2010 Incentive Program) reflected a decline from the previous year of 6% - 14% since the business plan anticipated a challenging economic market. Because of this decline, the
Compensation Committee determined that it would not be appropriate to pay full bonus amounts for these decreased targets. Accordingly, the Compensation Committee decided that 100% achievement of the financial performance metrics would correspond to
payment of only 72% of an executives target annual cash incentive (as described in more detail below). Significant over-achievement of the fiscal 2010 financial performance metrics was therefore required for an executive to attain 100% of his
or her target annual cash incentive.

Executive compensation for the year aligns with intended objectives and reflects achieved results and
contributions. Despite the uncertainty and speculation caused by the announcement of the review of various alternatives to enhance stockholder value, the team met this challenge accomplishing the key goals set at the beginning of the year. Executive
compensation highlights for fiscal 2010 include:



| |  |  | Executive salaries and target annual cash incentive opportunities were not increased.
| | - |  | -------------------------------------------------------------------------------------



| |  |  | The total compensation of our CEO declined by 28% as compared to fiscal 2009 (as reported in the Summary Compensation Table below).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our Board of Directors and named executive officers (Named Executive Officers or NEOs) were, and continue to be, subject to
minimum stock ownership requirements, promoting retention of equity to enhance alignment with stockholders.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 100% of the equity compensation issued to executives was linked to growth in the value of Novells stock. Specifically, 50% of the equity
compensation issued relates to the value derived from the appreciation of stock underlying options and the other 50% relates to the achievement of stock price performance targets.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fiscal 2011 Compensation Structure

Growth continues to be our focus for fiscal 2011 and the performance metrics under compensation plans remain consistent with fiscal 2010 performance
metrics. The Merger Agreement generally restricts, subject to certain limited exceptions, including, without limitation, Attachmates prior written consent, our ability to take certain actions with respect to executive compensation during the
interim period between the execution of the Merger Agreement and the consummation of the merger (or the date on which the Merger Agreement is earlier terminated). Therefore, there have been no changes to base salaries and annual cash incentive
targets for the NEOs, and no equity awards have been granted to the NEOs for fiscal 2011.



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Elements of Executive Compensation

Consistent with our peers, we provide a mix of cash compensation, short-term incentives, and long-term incentives. Performance compensation opportunity represents a substantial proportion of total
compensation for our NEOs. In fiscal 2010, our NEOs were compensated through the following compensation elements, as described in greater detail in the table below:



| |  |  | base salary
| | - |  | -----------



| |  |  | short-term incentives (annual cash incentives)
| | - |  | ----------------------------------------------



| |  |  | long-term incentives (equity)
| | - |  | -----------------------------



| |  |  | perquisites
| | - |  | -----------



| |  |  | savings and deferred compensation programs
| | - |  | ------------------------------------------



| |  |  | health and welfare benefits
| | - |  | ---------------------------



| |  |  | severance and change in control benefits
| | - |  | ----------------------------------------

In addition, the Compensation Committee may grant discretionary awards to executive officers in recognition of exceptional contributions to the Company, but no such awards were granted in fiscal 2010.



|                     |  |                                                                                                  |  |                                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------------------- |  | ------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Compensation Element |  | Design                                                                                           |  | Strategic Purpose                                                                                     |  | Pay Level Philosophy                                                                                                                                                                                                                                                                                                                                                                                                           
|Base Salary          |  |       Salary is based on market data and the executives scope of responsibility and
experience |  |       Provides competitive salaries and allows the Company flexibility to hire and retain key
talent |  |       Salary levels are generally compared with the 50th
percentile of market data for purposes of determining a competitive level of compensation 
      Individual salaries compared to the market target may vary based on
unique challenges associated with the business, expected contributions by the executive officer, and the need to attract and retain executive talent with the appropriate skills and
experience



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|                                               |  |                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                       
|---------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Compensation Element                           |  | Design                                                                                                                                                                                               |  | Strategic Purpose                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Pay Level Philosophy                                                                                                                                                                                                                                                                  
|                                               |  |                                                                                                                                                                                                      | 
|Short-Term Incentives
(annual cash incentives) |  |       Each executive officers annual cash incentive opportunity is based on achieving
corporate or functional-level financial goals plus his or her achievement of assigned qualitative objectives |  |       Drives business results

      Allows executives to share in Novells success

      Provides a competitive total compensation package

      Corresponds directly to corporate results, as approved by our Board of
Directors, and aligns with corporate, function, and individual results (low results yields low or no payout)                                                                                                                             |  |       We generally set annual cash incentive targets above the 50th percentile of market data
to support stretch goals and provide a competitive advantage for hiring key talent                                                                                                     
|                                               |  |                                                                                                                                                                                                      | 
|Long-Term Incentives
(equity)                  |  |       Stock options and restricted stock units
(RSUs) are the equity vehicles used        For NEOs, at least 50% of all equity awarded is performance-based                                      |  |       Aligns NEOs interests with stockholders
interest to create Company and stockholder value        Provides a competitive total compensation package and creates a strong incentive by providing a wealth creation opportunity

      Emphasizes performance orientation because at least half of the awards
are linked to performance goals 
      Using a blend of stock options and RSUs provides alignment with
stockholders as well as retention leverage |  |       As a guideline, we generally reference the 50thpercentile of market data for long-term incentive awards for
purposes of determining a competitive level of compensation        Consideration is also given to internal equity, retention needs, and the availability of shares
|                                               |  |                                                                                                                                                                                                      | 
|Perquisites                                    |  |       Executive physical

      Financial planning                                                                                                                                                 |  |       Provides additional attraction and retention
leverage 
      Enables executives to enhance physical and financial health

      Provides a competitive total compensation package                                                                                                                                                                                                                                                                              |  |       Align with competitive practices                                                                                                                                                                                                                                               
|                                               |  |                                                                                                                                                                                                      | 
|Savings and Deferred
Compensation
Programs     |  |       NEOs participate at the same rate available to all eligible employees                                                                                                                         |  |       Part of a competitive package to attract and retain
key talent 
      Provides a savings opportunity                                                                                                                                                                                                                                                                                                                                                            |  |       Align with competitive
practices                                                                                                                                                                                                                                               



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|                                         |  |                                                                                                      |  |                                                                                                                                                                                                     |  |                                        
|---------------------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------
|Compensation Element                     |  | Design                                                                                               |  | Strategic Purpose                                                                                                                                                                                   |  | Pay Level Philosophy                   
|                                         |  |                                                                                                      | 
|Health and Welfare
Benefits              |  |       NEOs participate at the same rate and contribution levels available to all eligible
employees |  |       Provides employees and eligible dependents with competitive health care coverage and
protection against catastrophic illness or death                                                        |  |       Align with competitive practices
|                                         |  |                                                                                                      | 
|Severance and Change in
Control Benefits |  |       Structure varies by executive level and type of termination                                   |  |       Serves as a recruitment and retention
vehicle 
      Provides economic transition due to no-fault termination

      Ensures objectivity of executives in the event of a change in
control |  |       Align with competitive practices

In setting compensation for executive officers, the Compensation Committee considers how base salary, short-term incentives, and long-term incentives
contribute to the total compensation executives receive. The Compensation Committee also considers the value of the other compensation elements identified above and amounts executive officers may receive under various termination scenarios. While
this information may not have a direct impact on individual base salary and short-term and longer-term incentive compensation decisions, the information may be used to confirm that an executive officers overall compensation package meets the
desired objectives described above.

Description of Performance Targets

As used throughout this Compensation Discussion and Analysis, the following financial terms have the meanings set forth below:

Total product invoiceis the amount invoiced to customers for software in the normal course of business stated at budgeted foreign currency exchange rates, defined as product invoice
denominated in US dollars plus product invoice denominated in foreign currencies converted to US dollars at pre-determined budgeted foreign currency rates.

Non-GAAP operating income excludes stock-based compensation, acquisition-related intangible asset amortization, restructuring expense, litigation-related expenses or income, strategic
alternatives review expense, and gains and losses on the sales of assets. Asset impairments may also be excluded based on an individual review and determination by the Compensation Committee.

Non-GAAP operating income stated at budgeted foreign currency exchange rates is non-GAAP operating income denominated in US dollars plus non-GAAP operating income denominated in foreign
currencies converted to US dollars at pre-determined budgeted foreign currency rates.

Non-GAAP pre-incentive operating income
is non-GAAP operating income stated at budgeted foreign currency exchange rates, less incentive expense.

Non-GAAP Product
revenue is GAAP revenue associated with the sale of software, which includes licenses, maintenance and subscriptions, stated at budgeted foreign currency exchange rates, defined as product revenue denominated in US dollars plus
product revenue denominated in foreign currencies converted to US dollars at pre-determined budgeted foreign currency rates.

Non-GAAP
Total revenue is GAAP revenue stated at budgeted foreign currency exchange rates, defined as revenue denominated in US dollars plus product revenue denominated in foreign currencies converted to US dollars at pre-determined budgeted foreign
currency rates.



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##### Table of Contents

Determination of Fiscal 2010 Compensation for the Named Executive Officers

The Compensation Committee determines the compensation paid to Novells executive officers, other than the Chief Executive Officer (the
CEO). The Compensation Committee also recommends to the non-employee members of Novells Board of Directors the form and amount of the CEOs compensation, which is then submitted to the non-employee members of our Board of
Directors for consideration and approval. The process for establishing fiscal 2010 compensation for the NEO follows.

Market Data

In September 2009, the Compensation Committee, together with its independent compensation consultant, began its review of executive
compensation for fiscal 2010. The Compensation Committee reviews, among other things, an annual compensation survey that Radford Surveys + Consulting prepares (the Radford Survey). This survey provides competitive survey data and
competitive practices in executive compensation. The data in the Radford Survey includes base salary, short-term and long-term incentive pay, and total direct compensation for executives of the following high technology companies that are comparable
to Novell in annual revenue, industry segment and employment market conditions:



|                               |  |              |       | 
|------------------------------ |  | ------------ | ----- | 
|Company                        |  | LFY Revenue  |      
|                               |  | ($ millions) |      
|Acxiom                         |  |              | 1,099 | 
|Avid Technology                |  |              | 629   | 
|BMC Software                   |  |              | 1,911 | 
|Cadence Design Systems         |  |              | 853   | 
|Citrix Systems                 |  |              | 1,614 | 
|Compuware                      |  |              | 892   | 
|Lawson Software                |  |              | 757   | 
|McAfee                         |  |              | 1,927 | 
|Mentor Graphics                |  |              | 803   | 
|Red Hat                        |  |              | 748   | 
|Sybase                         |  |              | 1,171 | 
|Synopsys                       |  |              | 1,360 | 
|Take Two Interactive Solutions |  |              | 969   | 
|THQ                            |  |              | 899   | 
|Verisign                       |  |              | 1,031 | 
|VMWare                         |  |              | 2,024 | 

In the aggregate,
we found that base salaries for the executive officers were ahead of the market 50thpercentile, target annual cash incentive was slightly ahead of the
75thpercentile of the market data, long term incentive
values were between the 50thand 75thpercentiles of the market data, and target total direct compensation
(base salary, target annual cash incentive and actual long-term incentive) for the executive officers was at the
75thpercentile of the market data. Where individual
variations in competitive positioning exist, the Compensation Committee recognizes that this is due to the expected value of his or her contributions to the business, retention requirements, historical compensation practice, and the scope of
responsibility relative to the market data.

Determining Target Direct Compensation Elements

We use market data as a guideline to identify competitive compensation levels to understand the competitive level of pay that attracts and retains key
talent. In determining compensation for executive officers, market data serves as a reference point; however, several factors are considered in addition to market data, including:



| |  |  | unique challenges associated with managing the Companys business and expected contributions by the executive officer;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



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| |  |  | skills and experience of the executive officer;
| | - |  | -----------------------------------------------



| |  |  | relative internal value of an executive officers responsibility;
| | - |  | -----------------------------------------------------------------



| |  |  | scope of responsibilities relative to the competitive survey data;
| | - |  | ------------------------------------------------------------------



| |  |  | historical compensation paid to the executive;
| | - |  | ----------------------------------------------



| |  |  | extent of deviation from target market amounts;
| | - |  | -----------------------------------------------



| |  |  | the risk of the executive officer being recruited by another company; and
| | - |  | -------------------------------------------------------------------------



| |  |  | the CEOs recommendations for each executive (other than himself).
| | - |  | ------------------------------------------------------------------

At the beginning of fiscal 2010, the Compensation Committee reviewed and approved the base salaries, the fiscal 2010 target annual cash incentive (expressed as a percentage of base salary), and long-term
incentive awards for Novells executive officers, other than the CEO. They recommended to the non-employee members of Novells Board of Directors the CEOs base salary, fiscal 2010 target annual cash incentive (expressed as a
percentage of base salary), and long-term incentive awards.

Our Board of Directors review and approval of the CEOs direct
compensation elements included consideration of those items above in addition to the CEOs self-assessment, the Compensation Committees recommendations and the individual assessments of the CEOs performance made by each of the
non-employee directors. The difference in the CEOs direct compensation levels relative to Novells other executive officers is primarily a result of the consideration of market data that reflect the greater role and responsibilities of
the CEO.

We believe that it is vital to retain executives possessing outstanding capabilities, deep industry experience, a strong commitment
to our business and a drive to add value. The Compensation Committee focuses on performance balanced by an awareness of competitive practices and alternatives for management talent, as well as the conviction that discretion and judgment are required
to address compensation issues appropriately and on a real-time basis.

Base Salary

The Compensation Committee maintained the same base salaries for the NEOs for fiscal 2010 as were applicable to fiscal 2009. This decision considered
market review findings, level of salary relative to scope of responsibility and expected contributions, and the extent of retention leverage from incentives.

Short-Term Incentives (Fiscal 2010 Annual Incentive Program)

The independent
members of our Board of Directors, with respect to the CEO, and the Compensation Committee, with respect to the other NEOs, maintained the same target annual cash incentive percentages for fiscal 2010 as were applicable to fiscal 2009.
Considerations for this determination included the market review findings and a desire to maintain consistent competitive short-term incentive targets for each executive role. Therefore, fiscal 2010 target annual cash incentive percentages were:



| |  |  | 125% of base salary for Mr. Hovsepian
| | - |  | -------------------------------------



| |  |  | 100% of base salary for Dana C. Russell, our Senior Vice President and Chief Financial Officer
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | 75% of base salary for John K. Dragoon, our Senior Vice President and Chief Marketing Officer
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | 70% of base salary for Colleen A. OKeefe, our Senior Vice President and General Manager, Collaboration Solutions and Global Services
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 60% of base salary for Scott N. Semel, our Senior Vice President, General Counsel and Secretary
| | - |  | -----------------------------------------------------------------------------------------------

At the beginning of fiscal 2010, the Compensation Committee approved the 2010 Incentive Program, including the performance objectives for Novells
executive officers other than the CEO. The independent members of our Board of Directors approved the CEOs participation in the 2010 Incentive Program and his performance objectives.

In December 2010, the Compensation Committee reviewed and approved cash incentive payouts under the 2010 Incentive Program for all of the NEOs, other than the CEO. The Compensation Committee also
recommended to the non-employee members of our Board of Directors the CEOs annual cash incentive payout under the 2010 Incentive Program, which was approved by the independent members of our Board of Directors in December 2010.

Fiscal 2010 annual cash incentives for our executive officers were determined by the following formula:



|                                |  |   |  |                              |  |   |  |                           |  |   |  |            |  |   |  |                
|------------------------------- |  | - |  | ---------------------------- |  | - |  | ------------------------- |  | - |  | ---------- |  | - |  | ---------------
|Weighted Quantitative Objective |  | x |  | QualitativePerformanceFactor |  | x |  | TargetIncentivePercentage |  | x |  | BaseSalary |  | = |  | IncentiveAmount

Weighted
Quantitative Performance Objectives Achievement. To determine the weighted quantitative performance objective element under the 2010 Incentive Program, the NEOs had three quantitative performance objectives based on the Companys
performance (each as defined above under Description of Performance Targets):



| | (i) | non-GAAP pre-incentive operating income;
| | --- | ----------------------------------------



| | (ii) | non-GAAP product revenue; and
| | ---- | -----------------------------



| | (iii) | total product invoice for the company or for a business unit.
| | ----- | -------------------------------------------------------------

These objectives were selected to reflect the primary focus of the Companys financial goals and assigned to each NEO to align with their role and expected contributions. If Novell achieves less than
80% of the non-GAAP pre-incentive operating income performance target, no credit was to be given for that performance category. If Novell achieves less than 95% of the non-GAAP product revenue or less than 95% of the total product invoice for the
company or for a business unit, no credit was to be given for such performance category.

As described above, for fiscal 2010, achievement of
100% of the quantitative performance objectives would correspond to 72% of the target annual cash incentive. This adjustment reflects the fact that the targets for fiscal 2010 quantitative performance objectives are lower compared to fiscal 2009. As
a result, significant over-achievement of the fiscal 2010 quantitative objectives would be required to attain 100% target annual cash incentive.

In fiscal 2010, Messrs. Hovsepian, Russell, Dragoon and Semel had the following quantitative performance objectives, corresponding weightings, actual results and the weighted achievement percentages:



|                                                                                                                              |  |                         |              |  |                |            |         |              |  |  |                                                         |  |  |  |    |  |  |  |     | 
|----------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------------ |  | -------------- | ---------- | ------- | ------------ |  |  | ------------------------------------------------------- |  |  |  | -- |  |  |  | --- | 
|                                                                                                                              |  | PerformanceTarget($000) |              |  | Actual Results |            |         | Weighting(%) |  |  | WeightedQuantitativePerformanceObjectivesAchievement(%) | 
|Quantitative Performance Objective                                                                                            |  |                         | amount($000) |  |                | % ofTarget |         |              | 
|Non-GAAP pre-incentive operating income                                                                                       |  |                         | 116,727      |  |                |            | 168,021 |              |  |  | 144                                                     |  |  |  | 50 |  |  |  | 94  | 
|Non-GAAP Product Revenue                                                                                                      |  |                         | 707,700      |  |                |            | 716,937 |              |  |  | 101                                                     |  |  |  | 25 |  |  |  | 28  | 
|Total Product Invoice                                                                                                         |  |                         | 692,000      |  |                |            | 727,850 |              |  |  | 105                                                     |  |  |  | 25 |  |  |  | 34  | 
|                                                                                                                              |  |                         |              |  |                |            |         |              |  |  |                                                         |  |  |  |    |  |  |  |     | 
|Total Weighted Achievement                                                                                                    |  |                         |              |  |                |            |         |              |  |  |                                                         |  |  |  |    |  |  |  | 156 | 
|Resulting Percent of Full Target Bonus Levels (adjusted to reflect target performance only paying 72% of target bonus
levels) |  |                         |              |  |                |            |         |              |  |  |                                                         |  |  |  |    |  |  |  | 112 | 



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Ms. OKeefes quantitative performance objective includes total product invoice for
Collaboration Solutions business unit rather than total product invoice for the Company due to her position and influence within the Collaboration Solutions business unit. In fiscal 2010, Ms. OKeefe had the following quantitative
performance objectives, corresponding weightings, actual results and the weighted achievement percentages:



|                                                                                                                              |  |                         |              |  |                |            |         |  |              |  |                                                         |  |  |  |    |  |  |  |     | 
|----------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------------ |  | -------------- | ---------- | ------- |  | ------------ |  | ------------------------------------------------------- |  |  |  | -- |  |  |  | --- | 
|                                                                                                                              |  | PerformanceTarget($000) |              |  | Actual Results |            |         |  |              |  | WeightedQuantitativePerformanceObjectivesAchievement(%) | 
|Quantitative Performance Objective                                                                                            |  |                         | amount($000) |  |                | % ofTarget |         |  | Weighting(%) |  |                                                        
|Non-GAAP pre-incentive operating income                                                                                       |  |                         | 116,727      |  |                |            | 168,021 |  |              |  | 144                                                     |  |  |  | 50 |  |  |  | 94  | 
|Non-GAAP Product Revenue                                                                                                      |  |                         | 707,700      |  |                |            | 716,937 |  |              |  | 101                                                     |  |  |  | 25 |  |  |  | 28  | 
|Total Product Invoice for Collaboration Solutions business unit                                                               |  |                         | 252,000      |  |                |            | 261,177 |  |              |  | 104                                                     |  |  |  | 25 |  |  |  | 31  | 
|                                                                                                                              |  |                         |              |  |                |            |         |  |              |  |                                                         |  |  |  |    |  |  |  |     | 
|Total Weighted Achievement                                                                                                    |  |                         |              |  |                |            |         |  |              |  |                                                         |  |  |  |    |  |  |  | 153 | 
|Resulting Percent of Full Target Bonus Levels (adjusted to reflect target performance only paying 72% of target bonus
levels) |  |                         |              |  |                |            |         |  |              |  |                                                         |  |  |  |    |  |  |  | 110 | 

Qualitative Performance
Factor. Each of the NEOs was assigned individual qualitative performance objectives designed to drive Novells key initiatives for fiscal 2010, namely:



| |  |  | Performance: market growth;
| | - |  | ---------------------------



| |  |  | Perception: increase pull and preference in the marketplace, convert mind share to market share, and establish Novell as a
leader in the Intelligent Workload Management market;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Products: deliver key Intelligent Workload Management products in the fiscal 2010 portfolio;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Partners: deliver growth in key alliance routes; and
| | - |  | ----------------------------------------------------



| |  |  | People: talent development.
| | - |  | ---------------------------

At the end of fiscal 2010, the Compensation Committee reviewed the CEOs assessment of the NEOs (other than the CEOs) performance
against the assigned qualitative performance objectives and the CEOs recommended qualitative performance objective factor for each NEO. The non-employee members of our Board of Directors reviewed the CEOs performance against his
qualitative performance objectives and determined the CEOs qualitative performance factor. The qualitative performance factor for the NEOs could range from 0 to 1.50 based on their performance.

For fiscal 2010, the qualitative performance factors received by the NEOs were based on the following:



| |  |  | Mr. Hovsepians qualitative performance factor was based on his achievement of assigned objectives including directing the Company through a
challenging year of speculation following the Companys announcement in March to conduct a thorough review of various alternatives to enhance stockholder value. During this time, Mr. Hovsepian aggressively and successfully focused the
Company to continue to serve customers while delivering strong operating results: total product invoice at 105% of target, non-GAAP operating income at 144% of target and non-GAAP product revenue at 101% of target.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Mr. Russells qualitative performance factor was based on his role in continuing to successfully manage the Companys financial health
while supporting and playing a key role in the review of strategic alternatives to enhance stockholder value. His focus on fiscal discipline allowed Novell to maintain operating margins during fiscal 2010 despite lower revenue. In addition,
Mr. Russell delivered a new CRM system allowing us to better understand and serve our customers and partners.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Semels qualitative performance factor was based on his strong performance throughout the Companys review of strategic
alternatives to enhance stockholder value. His contributions were above expectations as he provided key leadership during the entire strategic review along with providing legal advice, guidance and coordination
and negotiating the complex definitive acquisition documents. In addition, Mr. Semel was instrumental in successfully concluding significant litigation matters for the Company; the trial between SCO Group and Novell as a primary
example which concluded in our favor. Mr. Semel has also improved the Companys overall compliance posture.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Dragoons qualitative performance factor was based on his work in establishing Novell as a leader in the intelligent workload management
market and launching the WorkloadIQ mission brand. A third party brand tracking study shows 57% of IT executives consider Novell an above average provider of intelligent workload management solutions, ahead of our competitors.
Mr. Dragoon also exceeded the target for marketing generated pipeline by 17% while beating the competition on awareness and purchase intent as measured by a third party survey.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Ms. OKeefes qualitative performance factor was based on her outstanding leadership of the Collaboration Business Unit.
Ms. OKeefe instituted a strong and disciplined approach to investing in innovation and creating a visionary roadmap for Collaboration and OES products. This has been reflected in the reaction both internally and by various analysts and by
exceeding her invoicing target by 4%. Ms. OKeefe also attained high customer loyalty results for Services (Service Request satisfaction of 85% with the center and 91% with the field).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fiscal 2010 Annual Cash Incentive Amounts. As shown in the table below, each of the NEOs annual cash incentive amounts was determined
by multiplying their weighted quantitative performance objective (as adjusted based on the tables above), their qualitative performance factor, and their fiscal 2010 target cash incentive percentage by their base salary rate to determine the final
annual cash incentive amount.



|                        |  |                                             |     |  |   |  |  |                                 |  |  |      |  |  |                                  |  |  |   |  |     |                       |  |  |   |  |  |                                  |     |  |  |  |  |  |  |  |       | 
|----------------------- |  | ------------------------------------------- | --- |  | - |  |  | ------------------------------- |  |  | ---- |  |  | -------------------------------- |  |  | - |  | --- | --------------------- |  |  | - |  |  | -------------------------------- | --- |  |  |  |  |  |  |  | ----- | 
|Named Executive Officer |  | WeightedQuantitativePerformanceObjective(%) |     |  | X |  |  | QualitativePerformanceFactor(1) |  |  | X    |  |  | TargetCashIncentivePercentage(%) |  |  | X |  |     | BaseSalaryRate($000s) |  |  | = |  |  | Final CashIncentiveAmount($000s) |    
|Ronald W. Hovsepian     |  |                                             | 112 |  |   |  |  |                                 |  |  | 1.00 |  |  |                                  |  |  |   |  | 125 |                       |  |  |   |  |  |                                  | 925 |  |  |  |  |  |  |  | 1,300 | 
|Dana C. Russell         |  |                                             | 112 |  |   |  |  |                                 |  |  | 1.25 |  |  |                                  |  |  |   |  | 100 |                       |  |  |   |  |  |                                  | 400 |  |  |  |  |  |  |  | 560   | 
|Scott Semel             |  |                                             | 112 |  |   |  |  |                                 |  |  | 1.50 |  |  |                                  |  |  |   |  | 60  |                       |  |  |   |  |  |                                  | 325 |  |  |  |  |  |  |  | 328   | 
|John K. Dragoon         |  |                                             | 112 |  |   |  |  |                                 |  |  | 1.25 |  |  |                                  |  |  |   |  | 75  |                       |  |  |   |  |  |                                  | 340 |  |  |  |  |  |  |  | 357   | 
|Colleen A. OKeefe      |  |                                             | 110 |  |   |  |  |                                 |  |  | 1.25 |  |  |                                  |  |  |   |  | 70  |                       |  |  |   |  |  |                                  | 350 |  |  |  |  |  |  |  | 337   | 



|(1) | Decimal amounts are rounded to the nearest hundredth.
|--- | -----------------------------------------------------

The final cash incentive amounts paid to the NEOs are reflected in the Summary Compensation Table.



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Long Term Incentives (Equity)

As reflected in the Grants of Plan-Based Awards table below, at the beginning of fiscal 2010, the Compensation Committee granted stock options and performance-based Restricted Stock Units (RSUs) to the
NEOs, other than the CEO, and the independent members of our Board of Directors awarded stock options and performance-based RSUs to the CEO. In support of our focus on stockholder value along with consideration for competitive market practices, we
used a combination of stock options and performance-based RSUs that require increases in stock price in order to vest. These awards vest as follows:

Stock Options



| |  |  | Stock options vest over a four-year period.
| | - |  | -------------------------------------------

Performance-Based Restricted Stock Units



| |  |  | Performance-based RSUs vest in three equal installments where the last reported sales price of the Company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.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In fiscal
2010, the Companys sales price of its common stock on NASDAQ achieved the target of $5.50 but did not achieve the $7.00 target or the $8.50 target. Accordingly, a third of the performance-based RSUs that were granted at the beginning of fiscal
2010 vested and two-thirds remain unvested.

Vesting of Prior Equity Awards

Performance-based options and performance-based RSUs granted in fiscal 2009, fiscal 2008 and fiscal 2007 vest over a four-year period based on the Companys achievement of non-GAAP product revenue,
non-GAAP total revenue and non-GAAP operating income targets. In fiscal 2010, Novell exceeded the specified non-GAAP product revenue target by more than 1% and achieved the specified non-GAAP total revenue target. Accordingly, 50% of the fiscal 2009
performance-based stock options vested and an additional 25% of the fiscal 2008 and fiscal 2007 performance-based stock options vested. Based upon fiscal 2010 performance, one tranche of the performance-based options granted in December 2007 and
December 2008 expired unvested. In fiscal 2010, Novell exceeded the non-GAAP operating income target by more than 15%. Accordingly, the remaining 50% of the fiscal 2009 performance-based RSUs vested (performance-based RSUs from fiscal 2008 and 2007
had previously vested). The vesting of performance-based RSUs from fiscal 2007 and fiscal 2008 is reflected in the Option Exercises and Stock Vested table below, along with the time-vested portions.

Performance-based options and performance-based RSUs granted in fiscal 2008 through fiscal 2009 will be eligible to vest in future fiscal year periods
based on the attainment of financial performance metrics, the form of which are set at the time of grant but the amounts of which are established at the beginning of each such fiscal year. The performance metrics are as follows:



| |  |  | for grants in fiscal 2008: non-GAAP total revenue (performance-based options); and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | for grants in fiscal 2009: non-GAAP product revenue (performance-based options).
| | - |  | --------------------------------------------------------------------------------

The likelihood that performance targets will be achieved is not known at the time of the grants of these awards because the targets are determined at the
beginning of each of the applicable fiscal years.

For equity grants issued in fiscal 2007 through fiscal 2009, Messrs. Hovsepian, Russell,
Semel, and Dragoon and Ms. OKeefe had the following financial performance measures for vesting in fiscal 2010 and achieved the following results for vesting tranches applicable in fiscal 2010:



16



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##### Table of Contents

|                             |  |                               |       |  |                |  |       |            |  |  |                  |  |  |  |     | 
|---------------------------- |  | ----------------------------- | ----- |  | -------------- |  | ----- | ---------- |  |  | ---------------- |  |  |  | --- | 
|                             |  |                               |       |  | Actual Results |  |       |            | 
|Target Performance Measures  |  | PerformanceTarget($ millions) |       |  | ($ millions)   |  |       | % ofTarget |  |  | VestingAchieved? | 
|Non-GAAP Total revenue(1)    |  |                               | 787.7 |  |                |  | 804.2 |            |  |  | 102.1            |  |  |  | Yes | 
|Non-GAAP Product revenue(2)  |  |                               | 707.7 |  |                |  | 716.9 |            |  |  | 101.3            |  |  |  | Yes | 
|Non-GAAP operating income(3) |  |                               | 90.7  |  |                |  | 128.7 |            |  |  | 141.9            |  |  |  | Yes | 



|(1) | granted in fiscal 2007 and fiscal 2008
|--- | --------------------------------------

|(2) | granted in fiscal 2009
|--- | ----------------------

|(3) | granted in fiscal 2009
|--- | ----------------------

The Merger Agreement
generally restricts, subject to certain limited exceptions, including, without limitation, Attachmates prior written consent, our ability to issue shares of our common stock during the interim period between the execution of the Merger
Agreement and the consummation of the merger (or the date on which the Merger Agreement is earlier terminated). Therefore, there have been no equity awards granted to the NEOs for fiscal 2011.

Equity Grant Practices

Under the
Companys current Equity Award Grant Policy (the Grant Policy), the Compensation Committee approves all equity awards granted to the NEOs, other than the CEO, at meetings of the Compensation Committee. Grants of equity awards to the
CEO are made by the independent members of our Board of Directors acting as a group. The Grant Policy provides that no awards will be granted to the NEOs during the period commencing at the close of business two weeks before the end of any fiscal
quarter and ending as of the close of business two trading days following the date of public disclosure by the Company of its financial results for the relevant fiscal period. All stock options are nonstatutory options and are granted at fair market
value on the date of grant (which is defined as the closing price of Novell common stock on the trading day prior to the grant date).

Under
the terms of the Companys current equity incentive plan, if any of the Companys financial statements are required to be restated as a result of errors, omissions or fraud, the Compensation Committee may direct the Company to recover from
the NEOs all or a portion of the amount of the equity award that was granted or paid in relation to each fiscal year impacted by the restatements. The amount to be recovered is to equal the amount by which the equity award or payment exceeded the
amount that would have been payable had the financial statements been filed initially as restated.

Perquisites and Executive Benefits

NEOs receive essentially the same benefits as other employees at Novell as well as the following:



| |  |  | Novell pays for and asks each NEO to undergo one annual physical examination each year. NEOs are in the position to significantly affect the success of
the Company through their leadership and expertise, and it is important to Novell that its NEOs maintain their overall health.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Novell reimburses NEOs for certain financial planning expenses that may include tax preparation and estate planning.
| | - |  | --------------------------------------------------------------------------------------------------------------------

Savings and Deferred Compensation Programs

All eligible employees, including NEOs, may participate in the Novell, Inc. 401(k) Retirement and Savings Plan (401(k) Plan) and the Novell, Inc. Deferred Compensation Plan. The Deferred
Compensation Plan allows eligible employees to make contributions in amounts that exceed limitations imposed by U.S. tax law on participant contributions to the 401(k) Plan. NEOs may also participate in the Novell, Inc. Stock-Based Deferred
Compensation Plan (SBDC Plan). The SBDC Plan provides a mechanism for NEOs to meet their stock ownership requirements



17



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##### Table of Contents

through the deferral of compensation that invests in Novell stock. Deferrals under the SBDC Plan are matched at 25% of the deferral to encourage participation, and vest over a period of five to
six years. Additional information on the SBDC Plan can be found below in the narrative following the Nonqualified Deferred Compensation table. Novell does not maintain any executive pension, supplemental or other retirement plans. The Merger
Agreement generally restricts, subject to certain limited exceptions, including, without limitation, Attachmates prior written consent, our ability to issue shares of our common stock during the interim period between the execution of the
Merger Agreement and the consummation of the merger (or the date on which the Merger Agreement is earlier terminated). Therefore, because participants attain the right to receive Novell common stock under the SBDC Plan, we have suspended
participation effective January 1, 2011.

Severance and Change in Control Benefits

The NEOs are eligible for severance benefits under severance agreements with the Company. These benefits were structured based on prevailing market
practices at the time of their execution and have been periodically reviewed by the Compensation Committee to ensure they continue to reflect common market practice. These agreements provide for severance benefits in connection with a change in
control, and ensure that the NEOs are treated fairly in a situation where Novell equity may not continue to be publicly traded. Overall, the change in control provisions are designed to ensure that the NEOs evaluate potential acquisition situations
impartially and in the best interests of the Company and its stockholders. The severance agreements are discussed in greater detail below under Severance Agreements.

Stock Ownership Requirements

Our Executive Stock Ownership Program requires (i) our
Chief Executive Officer to own shares of our common stock having a value equal to three times his salary as of November 1, 2006, and (ii) the other NEOs to own shares of our common stock having a value equal to his or her salary as of his
or her initial participation date. The NEOs do not have a deadline for achieving their ownership requirements, but may not sell their shares of Novell stock unless and until their ownership requirements are satisfied, with certain limited
exceptions.

Qualifying Compensation

The Compensation Committee considers the potential impact of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), in determining compensation amounts and awards.
Section 162(m) disallows a tax deduction for any amount of compensation paid to certain officers that exceeds $1,000,000 except to the extent that the amount is performance-based within the meaning of Section 162(m). The
Compensation Committees goal is to preserve the deductibility of compensation to the extent possible, and the Novell, Inc. 2009 Omnibus Incentive Plan, approved by stockholders in 2009, is designed to expand the Committees ability to
ensure compensation is deductible. The Compensation Committee, however, believes that its primary objective is to drive and reward the performance that is viewed to be in the best long-term interests of the Company and its stockholders. The
Committee has determined that, based on the Companys current and anticipated tax situation, disallowing compensation deductions will not have any material cash flow impact. The Company and the Compensation Committee will continue to review the
impact of Section 162(m) going forward and will make design changes as deemed warranted.

Compensation Risk Assessment

An assessment of Novells compensation programs was conducted with the assistance of our independent compensation consultant to understand if
any risks exist that are reasonably likely to have a material adverse effect on the company. The assessment consisted of a thorough review of Novells compensation, benefit and severance programs, including various plan documents, as
well as additional business strategy and risk information. The programs review included incentive and equity plans, severance plans and benefits plans for executives and non-executive employees. Our risk assessment concluded that there are
no programs, polices or practices that would be reasonably likely to have a material adverse effect on the company.



18



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##### Table of Contents

Compensation Committee Report

The Compensation Committee of the Board of Directors of Novell, Inc. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management
and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Form 10-K/A.



|                                     
|-------------------------------------
|Respectfully submitted,              
|                                     
|Gary G. Greenfield, Chairperson      
|Dr. John W. Poduska, Sr.
Fred Corrado

2010 Summary Compensation Table

The table below shows, for fiscal 2010, fiscal 2009, and fiscal 2008, compensation earned by our Named Executive Officers.



|                              |  |            |      |  |              |  |         |                   |  |  |                    |  |  |                                            |           |  |                             |  |           |          |  |  |         |  |  |  |           | 
|----------------------------- |  | ---------- | ---- |  | ------------ |  | ------- | ----------------- |  |  | ------------------ |  |  | ------------------------------------------ | --------- |  | --------------------------- |  | --------- | -------- |  |  | ------- |  |  |  | --------- | 
|Name and Principal Position   |  | FiscalYear |      |  | Salary($)(1) |  |         | StockAwards($)(2) |  |  | OptionAwards($)(3) |  |  | Non-EquityIncentive PlanCompensation($)(4) |           |  | All
OtherCompensation($)(5) |  |           | Total($) | 
|Ronald W. Hovsepian           |  |            | 2010 |  |              |  | 925,005 |                   |  |  | 915,984            |  |  |                                            | 900,635   |  |                             |  | 1,300,000 |          |  |  | 74,465  |  |  |  | 4,116,089 | 
|President and Chief           |  |            | 2009 |  |              |  | 925,036 |                   |  |  | 1,687,493          |  |  |                                            | 1,723,030 |  |                             |  | 1,280,000 |          |  |  | 119,179 |  |  |  | 5,734,738 | 
|Executive Officer             |  |            | 2008 |  |              |  | 912,214 |                   |  |  | 1,968,748          |  |  |                                            | 1,866,384 |  |                             |  | 2,000,000 |          |  |  | 137,014 |  |  |  | 6,884,360 | 
|Dana C. Russell               |  |            | 2010 |  |              |  | 400,001 |                   |  |  | 610,655            |  |  |                                            | 600,422   |  |                             |  | 560,000   |          |  |  | 33,480  |  |  |  | 2,204,558 | 
|Senior Vice President         |  |            | 2009 |  |              |  | 400,015 |                   |  |  | 449,999            |  |  |                                            | 459,475   |  |                             |  | 550,000   |          |  |  | 49,921  |  |  |  | 1,909,410 | 
|and Chief Financial Officer   |  |            | 2008 |  |              |  | 400,015 |                   |  |  | 393,750            |  |  |                                            | 373,277   |  |                             |  | 800,000   |          |  |  | 57,863  |  |  |  | 2,024,905 | 
|John K. Dragoon               |  |            | 2010 |  |              |  | 340,001 |                   |  |  | 508,879            |  |  |                                            | 500,351   |  |                             |  | 357,000   |          |  |  | 25,700  |  |  |  | 1,731,931 | 
|Senior Vice President         |  |            | 2009 |  |              |  | 341,321 |                   |  |  | 365,614            |  |  |                                            | 377,259   |  |                             |  | 360,000   |          |  |  | 58,160  |  |  |  | 1,502,354 | 
|and Chief Marketing Officer   |  |            | 2008 |  |              |  | 340,013 |                   |  |  | 253,128            |  |  |                                            | 239,962   |  |                             |  | 500,000   |          |  |  | 35,450  |  |  |  | 1,368,553 | 
|Colleen A. OKeefe            |  |            | 2010 |  |              |  | 350,002 |                   |  |  | 203,550            |  |  |                                            | 200,141   |  |                             |  | 337,000   |          |  |  | 21,001  |  |  |  | 1,111,694 | 
|Senior Vice President         |  |            | 2009 |  |              |  | 350,013 |                   |  |  | 281,245            |  |  |                                            | 287,171   |  |                             |  | 324,000   |          |  |  | 36,233  |  |  |  | 1,278,662 | 
|and General Manager,          |  |            |      |  |              |  |         |                   |  |  |                    |  |  |                                            |           |  |                             |  |           |          |  |  |         |  |  |  |           | 
|Collaboration Solutions and   |  |            |      |  |              |  |         |                   |  |  |                    |  |  |                                            |           |  |                             |  |           |          |  |  |         |  |  |  |           | 
|Global Services               |  |            |      |  |              |  |         |                   |  |  |                    |  |  |                                            |           |  |                             |  |           |          |  |  |         |  |  |  |           | 
|Scott N. Semel                |  |            | 2010 |  |              |  | 325,001 |                   |  |  | 356,216            |  |  |                                            | 350,245   |  |                             |  | 328,000   |          |  |  | 250     |  |  |  | 1,359,712 | 
|Senior Vice President,        |  |            |      |  |              |  |         |                   |  |  |                    |  |  |                                            |           |  |                             |  |           |          |  |  |         |  |  |  |           | 
|General Counsel and Secretary |  |            |      |  |              |  |         |                   |  |  |                    |  |  |                                            |           |  |                             |  |           |          |  |  |         |  |  |  |           | 



|(1) | Includes any amount deferred at the election of the NEO pursuant to our 401(k) Plan, Deferred Compensation Plan, or SBDC Plan. The appearance of an increase in salary
from fiscal 2008 to fiscal 2009 for Mr. Hovsepian is an artifact of timing. Mr. Hovsepians salary was established two months after the beginning of fiscal 2008. It remained at that level throughout fiscal 2008 and fiscal 2009 and was
not increased for fiscal 2010.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. Amounts for fiscal years ended
October 31, 2009 and 2008 have been recalculated to comply with new SEC requirements. For a discussion of assumptions made in the valuation of stock awards for the fiscal years
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| | ended October 31, 2010, 2009, and 2008, please refer to Part II, Item 8, Note U, Stock-Based Compensation, of the notes to the consolidated financial statements included as
part of the Form 10-K.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. Amounts for fiscal years ended October 31, 2009 and
2008 have been recalculated to comply with new SEC requirements. For a discussion of assumptions made in the valuation of stock options for the fiscal years ended October 31, 2010, 2009, and 2008, please refer to Part II, Item 8, Note U,
Stock-Based Compensation, of the notes to the consolidated financial statements included as part of the Form 10-K.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents annual cash incentives for services rendered in fiscal 2010, fiscal 2009, and fiscal 2008, although paid after the end of the fiscal year, pursuant to the
applicable annual cash incentive program. Includes any amount deferred at the election of the NEO pursuant to our 401(k) Plan, Deferred Compensation Plan, or SBDC Plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Reflects the following elements of compensation for fiscal 2010:
|--- | ----------------------------------------------------------------



|                    |  |                               |       |  |                                                 |  |        |                                 |  |  |                              |  |  |          |       |  |  |  |        | 
|------------------- |  | ----------------------------- | ----- |  | ----------------------------------------------- |  | ------ | ------------------------------- |  |  | ---------------------------- |  |  | -------- | ----- |  |  |  | ------ | 
|                    |  | 401(k)MatchingContribution($) |       |  | DeferredCompensationPlanMatchingContribution($) |  |        | SBDCPlanMatchingContribution($) |  |  | FinancialPlanningServices($) |  |  | Total($) |      
|Ronald W. Hovsepian |  |                               |      |  |                                                 |  | 71,185 |                                 |  |  |                             |  |  |          | 3,280 |  |  |  | 74,465 | 
|Dana C. Russell     |  |                               | 7,680 |  |                                                 |  | 25,200 |                                 |  |  |                             |  |  |          | 600   |  |  |  | 33,480 | 
|John K. Dragoon     |  |                               | 6,800 |  |                                                 |  | 14,400 |                                 |  |  | 4,500                        |  |  |          |      |  |  |  | 25,700 | 
|Colleen A. OKeefe  |  |                               | 2,208 |  |                                                 |  | 15,293 |                                 |  |  |                             |  |  |          | 3,500 |  |  |  | 21,001 | 
|Scott N. Semel      |  |                               | 250   |  |                                                 |  |       |                                 |  |  |                             |  |  |          |      |  |  |  | 250    | 



20



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##### Table of Contents

2010 Grants of Plan-Based Awards

The following table shows grants made to the Named Executive Officers in fiscal 2010.



|                    |  |           |           |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  |         |  |  |  |      |  |  |  |         | 
|------------------- |  | --------- | --------- |  | ------------------------------------------------------ |  | ------- | --------------------------------------------------------- |  |  | -------------------------------------------------------- |  |  | ------------------------------------------------------------- | ------- | --- | -------------------------------------------- |  | ------- | ---------------------------------------------------- |  |  |  |  |  |  | ------- |  |  |  | ---- |  |  |  | ------- | 
|                    |  |           |           |  |                                                        |  |         |                                                           |  |  | All 
OtherStockAwards:Numberof Sharesof Stockor Units(#) |  |  | All
OtherOptionAwards:Number ofSecuritiesUnderlyingOptions(#) |         |     | Exerciseor
BasePrice ofOptionAwards($/sh)(3) |  |         | Grant DateFair 
Valueof Stockand 
OptionAwards($)(4) | 
|                    |  |           |           |  |                                                        |  |         |                                                           |  |  |                                                          |  | 
|                    |  |           |           |  | Estimated Possible 
PayoutsUnder Non-EquityPlan Awards |  |         | Estimated Future PayoutsUnder
Equity IncentivePlan Awards |  |  |                                                          |  | 
|Name                |  | GrantDate |           |  | Target($000s)(1)                                       |  |         | Maximum($000s)(1)                                         |  |  | Target(#)(2)                                             |  |  | Maximum(#)                                                    |         |     |                                              |  |        
|Ronald W. Hovsepian |  |           |           |  |                                                        |  | 1,156.3 |                                                           |  |  | 2,312.5                                                  |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  |         |  |  |  |      |  |  |  |         | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               | 281,954 | (5) |                                              |  | 281,954 | (5)                                                  |  |  |  |  |  |  |         |  |  |  |      |  |  |  | 915,984 | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  | 576,923 |  |  |  | 3.99 |  |  |  | 900,635 | 
|Dana C Russell      |  |           |           |  |                                                        |  | 400     |                                                           |  |  | 800                                                      |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  |         |  |  |  |      |  |  |  |         | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               | 187,969 | (5) |                                              |  | 187,969 | (5)                                                  |  |  |  |  |  |  |         |  |  |  |      |  |  |  | 610,655 | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  | 384,615 |  |  |  | 3.99 |  |  |  | 600,422 | 
|John K. Dragoon     |  |           |           |  |                                                        |  | 255     |                                                           |  |  | 510                                                      |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  |         |  |  |  |      |  |  |  |         | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               | 156,641 | (5) |                                              |  | 156,641 | (5)                                                  |  |  |  |  |  |  |         |  |  |  |      |  |  |  | 508,879 | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  | 320,512 |  |  |  | 3.99 |  |  |  | 500,351 | 
|Colleen A. OKeefe  |  |           |           |  |                                                        |  | 245     |                                                           |  |  | 490                                                      |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  |         |  |  |  |      |  |  |  |         | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               | 62,656  | (5) |                                              |  | 62,656  | (5)                                                  |  |  |  |  |  |  |         |  |  |  |      |  |  |  | 203,550 | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  | 128,205 |  |  |  | 3.99 |  |  |  | 200,141 | 
|Scott N. Semel      |  |           |           |  |                                                        |  | 195     |                                                           |  |  | 390                                                      |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  |         |  |  |  |      |  |  |  |         | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               | 109,649 | (5) |                                              |  | 109,649 | (5)                                                  |  |  |  |  |  |  |         |  |  |  |      |  |  |  | 356,216 | 
|                    |  |           | 12/8/2009 |  |                                                        |  |         |                                                           |  |  |                                                          |  |  |                                                               |         |     |                                              |  |         |                                                      |  |  |  |  |  |  | 224,358 |  |  |  | 3.99 |  |  |  | 350,245 | 



|(1) | In fiscal 2010, each NEO had a target cash incentive plan award equal to his or her base salary rate multiplied by his or her target annual cash incentive percentage.
No NEO could receive an annual cash incentive plan award greater than two times his or her target annual cash incentive award. There are no minimum payments for threshold performance under the plan.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Reflects performance-based RSUs that vest upon the Companys achievement of certain stock price targets. There are no minimum payments for threshold performance
under the plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | All stock options are granted at fair market value on the date of grant (which is defined as the closing price of Novell common stock on the trading day prior to the
grant date).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents the grant date fair value. For a discussion of assumptions made in the valuation of equity awards, please refer to Part II, Item 8, Note U,
Stock-Based Compensation, of the notes to the consolidated financial statements included as part of the Form 10-K.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | 331/3% of these RSUs vested on March 31, 2010 because the initial stock price target was met.
|--- | ---------------------------------------------------------------------------------------------



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2010 Outstanding Equity Awards at Fiscal Year-End

The following table provides information on the holdings of stock options, restricted stock awards and RSUs by our Named Executive Officers as of
October 31, 2010. This table includes unexercised and unvested stock options, unvested restricted stock awards and RSUs, as well as stock options, restricted stock and RSUs with performance conditions that, as of October 31, 2010, had not
yet been satisfied. The market value of the shares set forth under Stock Awards was determined by multiplying the number of unvested or unearned shares by the fair market value of our common stock on October 29, 2010, the last
trading day of fiscal 2010.



|                    |  |               |            |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|------------------- |  | ------------- | ---------- |  | ------------ |  | ------- | ------------- |  |  | ----------- |  |  | -------- | ------- | --- | ---------- |  | ----- | --------- |  |  | ---------- |  |  | --------- | ------- | ---- | ------------ |  | ------- |  |  |  | ------- | ---- |  |  | --------- | 
|                    |  | Option Awards |            |  | Stock Awards | 
|                    |  |               |            |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  | Equity    |         |      | Equity       | 
|                    |  |               |            |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  | Incentive |         |      | Incentive    | 
|                    |  |               |            |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  | Plan      |         |      | Plan Awards: | 
|                    |  |               |            |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  | Awards:   |         |      | Market or    | 
|                    |  |               |            |  |              |  |         |               |  |  | Equity      |  |  |          |         |     |            |  |       |           |  |  |            |  |  | Number    |         |      | Payout       | 
|                    |  |               |            |  |              |  |         |               |  |  | Incentive   |  |  |          |         |     |            |  |       |           |  |  |            |  |  | of        |         |      | Value of     | 
|                    |  |               |            |  |              |  |         |               |  |  | Plan        |  |  |          |         |     |            |  |       |           |  |  | Market     |  |  | Unearned  |         |      | Unearned     | 
|                    |  |               |            |  |              |  |         |               |  |  | Awards:     |  |  |          |         |     |            |  |       | Number of |  |  | Value of   |  |  | Shares,   |         |      | Shares,      | 
|                    |  |               |            |  | Number of    |  |         | Number of     |  |  | Number of   |  |  |          |         |     |            |  |       | Shares or |  |  | Shares or  |  |  | Units or  |         |      | Units or     | 
|                    |  |               |            |  | Securities   |  |         | Securities    |  |  | Securities  |  |  |          |         |     |            |  |       | Units of  |  |  | Units of   |  |  | Other     |         |      | Other        | 
|                    |  |               |            |  | Underlying   |  |         | Underlying    |  |  | Underlying  |  |  |          |         |     |            |  |       | Stock     |  |  | Stock      |  |  | Rights    |         |      | Rights       | 
|                    |  |               |            |  | Unexercised  |  |         | Unexercised   |  |  | Unexercised |  |  | Option   |         |     |            |  |       | That      |  |  | That       |  |  | That      |         |      | That         | 
|                    |  |               |            |  | Options      |  |         | Options       |  |  | Unearned    |  |  | Exercise |         |     | Option     |  |       | Have Not  |  |  | Have Not   |  |  | Have Not  |         |      | Have Not     | 
|                    |  | Grant         |            |  | Exercisable  |  |         | Unexercisable |  |  | Options     |  |  | Price    |         |     | Expiration |  |       | Vested    |  |  | Vested     |  |  | Vested    |         |      | Vested       | 
|Name                |  | Date          |            |  | (#)          |  |         | (#)(1)        |  |  | (#)(2)      |  |  | ($)      |         |     | Date       |  |       | (#)       |  |  | ($)        |  |  | (#)(3)    |         |      | ($)          | 
|Ronald W. Hovsepian |  |               | 6/2/2003   |  |              |  | 500,000 |               |  |  |             |  |  |          |         |     |            |  | 3.34  |           |  |  | 6/2/2011   |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/15/2003 |  |              |  | 75,000  |               |  |  |             |  |  |          |         |     |            |  | 9.42  |           |  |  | 12/15/2011 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/15/2003 |  |              |  | 31,000  |               |  |  |             |  |  |          |         |     |            |  | 9.42  |           |  |  | 12/15/2011 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/15/2003 |  |              |  | 31,000  |               |  |  |             |  |  |          |         |     |            |  | 9.42  |           |  |  | 12/15/2011 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/13/2004 |  |              |  | 137,500 |               |  |  |             |  |  |          |         |     |            |  | 6.35  |           |  |  | 12/13/2012 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/13/2004 |  |              |  | 68,750  |               |  |  |             |  |  |          |         |     |            |  | 6.35  |           |  |  | 12/13/2012 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/13/2004 |  |              |  | 68,750  |               |  |  |             |  |  |          |         |     |            |  | 6.35  |           |  |  | 12/13/2012 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 10/31/2005 |  |              |  | 150,000 |               |  |  |             |  |  |          |         |     |            |  | 7.57  |           |  |  | 10/31/2013 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/12/2005 |  |              |  | 118,502 |               |  |  |             |  |  |          |         |     |            |  | 8.71  |           |  |  | 12/12/2013 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/12/2005 |  |              |  | 29,626  |               |  |  |             |  |  |          |         |     |            |  | 8.71  |           |  |  | 12/12/2013 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/20/2006 |  |              |  | 298,413 |               |  |  | 12,975      |  |  |          |         |     |            |  | 6.12  |           |  |  | 12/20/2014 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/20/2006 |  |              |  | 77,847  |               |  |  |             |  |  |          | 155,694 | (4) |            |  | 6.12  |           |  |  | 12/20/2014 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/20/2006 |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           | 19,462  | (5)  |              |  | 115,410 |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/18/2007 |  |              |  | 256,578 |               |  |  | 105,651     |  |  |          |         |     |            |  | 6.71  |           |  |  | 12/18/2015 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/18/2007 |  |              |  | 113,196 |               |  |  |             |  |  |          | 339,590 | (6) |            |  | 6.71  |           |  |  | 12/18/2015 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/18/2007 |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           | 65,201  | (7)  |              |  | 386,642 |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/16/2008 |  |              |  | 214,843 |               |  |  | 253,907     |  |  |          |         |     |            |  | 3.64  |           |  |  | 12/16/2016 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          | 585,937 | (8) |            |  | 3.64  |           |  |  | 12/16/2016 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           | 154,533 | (9)  |              |  | 916,381 |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           |         |      |              |  |         |  |  |  | 128,778 | (10) |  |  | 763,654   | 
|                    |  |               | 12/8/2009  |  |              |  |         |               |  |  | 576,923     |  |  |          |         |     |            |  | 3.99  |           |  |  | 12/8/2017  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/8/2009  |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           |         |      |              |  |         |  |  |  | 187,970 | (11) |  |  | 1,114,662 | 
|Dana C. Russell     |  |               | 8/17/2001  |  |              |  | 10,000  |               |  |  |             |  |  |          |         |     |            |  | 4.68  |           |  |  | 8/17/2011  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 8/17/2001  |  |              |  | 11,000  |               |  |  |             |  |  |          |         |     |            |  | 4.68  |           |  |  | 8/17/2011  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 8/17/2001  |  |              |  | 25,000  |               |  |  |             |  |  |          |         |     |            |  | 4.68  |           |  |  | 8/17/2011  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 8/17/2001  |  |              |  | 13,000  |               |  |  |             |  |  |          |         |     |            |  | 4.68  |           |  |  | 8/17/2011  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 8/17/2001  |  |              |  | 13,000  |               |  |  |             |  |  |          |         |     |            |  | 4.68  |           |  |  | 8/17/2011  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 9/10/2001  |  |              |  | 26,000  |               |  |  |             |  |  |          |         |     |            |  | 3.92  |           |  |  | 9/10/2011  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 9/10/2001  |  |              |  | 6,000   |               |  |  |             |  |  |          |         |     |            |  | 3.94  |           |  |  | 9/10/2011  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 3/30/2005  |  |              |  | 40,000  |               |  |  |             |  |  |          |         |     |            |  | 5.55  |           |  |  | 3/30/2013  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/12/2006 |  |              |  | 44,034  |               |  |  | 1,915       |  |  |          |         |     |            |  | 6.08  |           |  |  | 12/12/2014 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/12/2006 |  |              |  | 11,487  |               |  |  |             |  |  |          | 22,976  | (4) |            |  | 6.08  |           |  |  | 12/12/2014 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/12/2006 |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           | 2,872   | (12) |              |  | 17,031  |  |  |  |         |      |  |  |           | 
|                    |  |               | 4/10/2007  |  |              |  | 23,673  |               |  |  | 3,382       |  |  |          |         |     |            |  | 7.45  |           |  |  | 4/10/2015  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 4/10/2007  |  |              |  | 6,764   |               |  |  |             |  |  |          | 13,528  | (4) |            |  | 7.45  |           |  |  | 4/10/2015  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 4/10/2007  |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           | 846     | (13) |              |  | 5,017   |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/18/2007 |  |              |  | 51,315  |               |  |  | 21,131      |  |  |          |         |     |            |  | 6.71  |           |  |  | 12/18/2015 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/18/2007 |  |              |  | 22,639  |               |  |  |             |  |  |          | 67,918  | (6) |            |  | 6.71  |           |  |  | 12/18/2015 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/18/2007 |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           | 13,040  | (7)  |              |  | 77,327  |  |  |  |         |      |  |  |           | 
|                    |  |               | 1/10/2008  |  |              |  | 13,000  |               |  |  |             |  |  |          |         |     |            |  | 10.68 |           |  |  | 1/7/2012   |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/16/2008 |  |              |  | 57,291  |               |  |  | 67,709      |  |  |          |         |     |            |  | 3.64  |           |  |  | 12/16/2016 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          | 156,250 | (8) |            |  | 3.64  |           |  |  | 12/16/2016 |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           | 41,209  | (9)  |              |  | 244,369 |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           |         |      |              |  |         |  |  |  | 34,341  | (10) |  |  | 203,642   | 
|                    |  |               | 12/8/2009  |  |              |  |         |               |  |  | 384,615     |  |  |          |         |     |            |  | 3.99  |           |  |  | 12/8/2017  |  |  |           |         |      |              |  |         |  |  |  |         |      |  |  |           | 
|                    |  |               | 12/8/2009  |  |              |  |         |               |  |  |             |  |  |          |         |     |            |  |       |           |  |  |            |  |  |           |         |      |              |  |         |  |  |  | 125,313 | (11) |  |  | 743,106   | 



22



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##### Table of Contents

|                   |  |               |            |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|------------------ |  | ------------- | ---------- |  | ------------ |  | ------- | ------------- |  |  | ----------- |  |  | -------- | ------ | --- | ---------- |  | ---- | --------- |  |  | ---------- |  |  | --------- | ------ | ---- | ------------ |  | ------- |  |  |  | ------- | ---- |  |  | ------- | 
|                   |  | Option Awards |            |  | Stock Awards | 
|                   |  |               |            |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  | Equity    |        |      | Equity       | 
|                   |  |               |            |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  | Incentive |        |      | Incentive    | 
|                   |  |               |            |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  | Plan      |        |      | Plan Awards: | 
|                   |  |               |            |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  | Awards:   |        |      | Market or    | 
|                   |  |               |            |  |              |  |         |               |  |  | Equity      |  |  |          |        |     |            |  |      |           |  |  |            |  |  | Number    |        |      | Payout       | 
|                   |  |               |            |  |              |  |         |               |  |  | Incentive   |  |  |          |        |     |            |  |      |           |  |  |            |  |  | of        |        |      | Value of     | 
|                   |  |               |            |  |              |  |         |               |  |  | Plan        |  |  |          |        |     |            |  |      |           |  |  | Market     |  |  | Unearned  |        |      | Unearned     | 
|                   |  |               |            |  |              |  |         |               |  |  | Awards:     |  |  |          |        |     |            |  |      | Number of |  |  | Value of   |  |  | Shares,   |        |      | Shares,      | 
|                   |  |               |            |  | Number of    |  |         | Number of     |  |  | Number of   |  |  |          |        |     |            |  |      | Shares or |  |  | Shares or  |  |  | Units or  |        |      | Units or     | 
|                   |  |               |            |  | Securities   |  |         | Securities    |  |  | Securities  |  |  |          |        |     |            |  |      | Units of  |  |  | Units of   |  |  | Other     |        |      | Other        | 
|                   |  |               |            |  | Underlying   |  |         | Underlying    |  |  | Underlying  |  |  |          |        |     |            |  |      | Stock     |  |  | Stock      |  |  | Rights    |        |      | Rights       | 
|                   |  |               |            |  | Unexercised  |  |         | Unexercised   |  |  | Unexercised |  |  | Option   |        |     |            |  |      | That      |  |  | That       |  |  | That      |        |      | That         | 
|                   |  |               |            |  | Options      |  |         | Options       |  |  | Unearned    |  |  | Exercise |        |     | Option     |  |      | Have Not  |  |  | Have Not   |  |  | Have Not  |        |      | Have Not     | 
|                   |  | Grant         |            |  | Exercisable  |  |         | Unexercisable |  |  | Options     |  |  | Price    |        |     | Expiration |  |      | Vested    |  |  | Vested     |  |  | Vested    |        |      | Vested       | 
|Name               |  | Date          |            |  | (#)          |  |         | (#)(1)        |  |  | (#)(2)      |  |  | ($)      |        |     | Date       |  |      | (#)       |  |  | ($)        |  |  | (#)(3)    |        |      | ($)          | 
|John K. Dragoon    |  |               | 10/13/2003 |  |              |  | 50,000  |               |  |  |             |  |  |          |        |     |            |  | 6.02 |           |  |  | 10/13/2011 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 3/30/2005  |  |              |  | 60,000  |               |  |  |             |  |  |          |        |     |            |  | 5.55 |           |  |  | 3/30/2013  |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/12/2005 |  |              |  | 60,000  |               |  |  |             |  |  |          |        |     |            |  | 8.71 |           |  |  | 12/12/2013 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/12/2006 |  |              |  | 48,974  |               |  |  | 2,130       |  |  |          |        |     |            |  | 6.08 |           |  |  | 12/12/2014 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/12/2006 |  |              |  | 12,776  |               |  |  |             |  |  |          | 25,553 | (4) |            |  | 6.08 |           |  |  | 12/12/2014 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/12/2006 |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           | 3,194  | (12) |              |  | 18,940  |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/18/2007 |  |              |  | 32,988  |               |  |  | 13,584      |  |  |          |        |     |            |  | 6.71 |           |  |  | 12/18/2015 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/18/2007 |  |              |  | 14,553  |               |  |  |             |  |  |          | 43,662 | (6) |            |  | 6.71 |           |  |  | 12/18/2015 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/18/2007 |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           | 8,383  | (7)  |              |  | 49,711  |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/16/2008 |  |              |  | 35,807  |               |  |  | 42,318      |  |  |          |        |     |            |  | 3.64 |           |  |  | 12/16/2016 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          | 97,656 | (8) |            |  | 3.64 |           |  |  | 12/16/2016 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           | 25,755 | (9)  |              |  | 152,727 |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           |        |      |              |  |         |  |  |  | 21,463  | (10) |  |  | 127,276 | 
|                   |  |               | 6/8/2009   |  |              |  | 6,905   |               |  |  | 13,813      |  |  |          |        |     |            |  | 4.12 |           |  |  | 6/8/2017   |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 6/8/2009   |  |              |  |         |               |  |  |             |  |  |          | 25,897 | (8) |            |  | 4.12 |           |  |  | 6/8/2017   |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 6/8/2009   |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           | 6,826  | (14) |              |  | 40,478  |  |  |  |         |      |  |  |         | 
|                   |  |               | 6/8/2009   |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           |        |      |              |  |         |  |  |  | 5,689   | (10) |  |  | 33,736  | 
|                   |  |               | 12/8/2009  |  |              |  |         |               |  |  | 320,512     |  |  |          |        |     |            |  | 3.99 |           |  |  | 12/8/2017  |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/8/2009  |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           |        |      |              |  |         |  |  |  | 104,428 | (11) |  |  | 619,258 | 
|Colleen A. OKeefe |  |               | 12/4/2006  |  |              |  | 191,666 |               |  |  | 8,334       |  |  |          |        |     |            |  | 6.29 |           |  |  | 12/4/2014  |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/18/2007 |  |              |  | 35,415  |               |  |  | 14,583      |  |  |          |        |     |            |  | 6.71 |           |  |  | 12/18/2015 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/18/2007 |  |              |  | 15,624  |               |  |  |             |  |  |          | 46,873 | (6) |            |  | 6.71 |           |  |  | 12/18/2015 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/18/2007 |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           | 9,000  | (7)  |              |  | 53,370  |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/16/2008 |  |              |  | 35,807  |               |  |  | 42,318      |  |  |          |        |     |            |  | 3.64 |           |  |  | 12/16/2016 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          | 97,656 | (8) |            |  | 3.64 |           |  |  | 12/16/2016 |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           | 25,755 | (9)  |              |  | 152,727 |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/16/2008 |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           |        |      |              |  |         |  |  |  | 21,463  | (10) |  |  | 127,276 | 
|                   |  |               | 12/8/2009  |  |              |  |         |               |  |  | 128,205     |  |  |          |        |     |            |  | 3.99 |           |  |  | 12/8/2017  |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/8/2009  |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           |        |      |              |  |         |  |  |  | 41,771  | (11) |  |  | 247,702 | 
|Scott N. Semel     |  |               | 9/15/2008  |  |              |  | 91,911  |               |  |  | 84,559      |  |  |          |        |     |            |  | 5.66 |           |  |  | 9/15/2016  |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 9/15/2008  |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           | 21,201 | (9)  |              |  | 125,722 |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/8/2009  |  |              |  |         |               |  |  | 224,358     |  |  |          |        |     |            |  | 3.99 |           |  |  | 12/8/2017  |  |  |           |        |      |              |  |         |  |  |  |         |      |  |  |         | 
|                   |  |               | 12/8/2009  |  |              |  |         |               |  |  |             |  |  |          |        |     |            |  |      |           |  |  |            |  |  |           |        |      |              |  |         |  |  |  | 73,100  | (11) |  |  | 433,483 | 



|(1) | Unless otherwise indicated, the options vest at a rate of 25% on the first annual anniversary of the grant date and thereafter vest 2.083% on each monthly anniversary
of the grant date, subject to the NEOs continued employment with Novell.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Unless otherwise noted, 25% of the options will vest each fiscal year if we achieve targeted non-GAAP product revenue or non-GAAP total revenue. In any fiscal year in
which we exceed the targeted non-GAAP total revenue by at least 10% or the non-GAAP product revenue by 1%, the following will occur: (a) an additional 25% of the options will vest if we did not achieve the target for the prior fiscal year
(look back vesting); or (b) if look back vesting is not applicable, an additional 25% of the options will vest (look forward vesting). In no case can more than 100% of the original grant vest. The applicable vesting date
for any fiscal year is the date on which the Chief Financial Officer certifies the non-GAAP product revenue or non-GAAP total revenue results following the filing of our Annual Report on Form 10-K. If targets are not met, the options will expire.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Unless otherwise noted, 25% of the RSUs will vest each fiscal year if we achieve targeted non-GAAP operating income. In any fiscal year in which we
exceed the targeted non-GAAP operating income by at least 2% for shares granted in fiscal 2009 and by at least 15% for shares granted prior to fiscal 2009, the following
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | will occur: (a) an additional 25% of the RSUs will vest if we did not achieve the targeted non-GAAP operating income for the prior fiscal year (look back vesting); or (b) if
look back vesting is not applicable, an additional 25% of the RSUs will vest (look forward vesting). In no case can more than 100% of the original grant vest. The applicable vesting date for any fiscal year is the date on which the Chief
Financial Officer certifies the non-GAAP operating income results following the filing of our Annual Report on Form 10-K. If targets are not met, the RSUs will expire.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | 25% of the option award vested on December 14, 2010. Look back vesting, as described in footnote (2) above, did not apply and hence the remaining 25% of the
option award was cancelled as of December 14, 2010.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | These RSUs vested on December 20, 2010.
|--- | ---------------------------------------

|(6) | 25% of the option award vested on December 14, 2010. Look back vesting, as described in footnote (2) above, did not apply and hence 25% of the option award
was cancelled as of December 14, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | 25% of the RSU award vested on each of the first three annual anniversaries of the grant date, and the remaining 25% vested in December 2010, subject to the NEOs
continued employment with Novell.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | 50% of these options vested on December 14, 2010. Look back vesting, as described in footnote (2) above, applied since we exceeded our non-GAAP product
revenue target by at least 1%.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | 25% of the RSU award vested on each of the first two annual anniversaries of the grant date, and the remainder will vest equally on the next two annual anniversaries of
the grant date, subject to the NEOs continued employment with Novell.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | These RSUs vested on December 14, 2010. Look forward vesting, as described in footnote (3) above, applied since we exceeded our non-GAAP operating income
target by at least 15%.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | 331/3% of these RSUs vested on March 31, 2010 based upon our achievement of the first of three market price performance targets. The remaining 662/3% will vest equally upon the attainment of the remaining two market
price performance targets.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | These RSUs vested on December 12, 2010.
|---- | ---------------------------------------

|(13) | 25% of the RSU award vested on the first annual anniversary of the grant date and thereafter vests 2.083% on each monthly anniversary of the grant date, subject to the
NEOs continued employment with Novell.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | 25% of the RSU award vested on the first annual anniversary of the grant date and the remainder will vest equally on the next three annual anniversaries of the grant
date, subject to the NEOs continued employment with Novell.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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2010 Option Exercises and Stock Vested

The following table sets forth the number of shares acquired and the value realized by each of the Named Executive Officers upon vesting of stock
options, restricted stock awards and RSUs during fiscal 2010.



|                    |  |                 |   |  |                 |  |   |                 |  |  |            |     |  |  |           |    
|------------------- |  | --------------- | - |  | --------------- |  | - | --------------- |  |  | ---------- | --- |  |  | --------- | ---
|                    |  | Option Awards   |   |  | Stock Awards(1) | 
|                    |  | Number of       |   |  | Value           |  |   | Number of       |  |  | Value      |    
|                    |  | Shares Acquired |   |  | Realized        |  |   | Shares Acquired |  |  | Realized   |    
|                    |  | on Exercise     |   |  | on Exercise     |  |   | on Vesting      |  |  | on Vesting |    
|Name                |  | (#)             |   |  | ($)             |  |   | (#)             |  |  | ($)(1)     |    
|Ronald W. Hovsepian |  |                 |  |  |                 |  |  |                 |  |  | 407,835    | (2) |  |  | 1,834,624 | (2)
|Dana C. Russell     |  |                 |  |  |                 |  |  |                 |  |  | 138,116    | (3) |  |  | 677,366   | (3)
|John K. Dragoon     |  |                 |  |  |                 |  |  |                 |  |  | 108,089    | (4) |  |  | 538,112   | (4)
|Colleen A. OKeefe  |  |                 |  |  |                 |  |  |                 |  |  | 100,016    | (5) |  |  | 444,368   | (5)
|Scott N. Semel      |  |                 |  |  |                 |  |  |                 |  |  | 47,150     | (6) |  |  | 272,494   | (6)



|(1) | Value realized on vesting is based on fair market value, which we define as the closing price of the common stock on the trading day prior to the vesting date, and does
not necessarily reflect the cash proceeds actually received by the NEO.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 155,724 shares withheld from Mr. Hovsepian to satisfy taxes at a value of $689,650. Mr. Hovsepian has not sold any of the remaining shares he
acquired upon vesting.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes 43,328 shares withheld from Mr. Russell to satisfy taxes at a value of $212,255. Mr. Russell has not sold any of the remaining shares he acquired
upon vesting.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes 34,576 shares withheld from Mr. Dragoon to satisfy taxes at a value of $172,350. Mr. Dragoon has not sold any of the remaining shares he acquired
upon vesting.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes 31,970 shares withheld from Ms. OKeefe to satisfy taxes at a value of $142,337. Ms. OKeefe has not sold any of the remaining shares she
acquired upon vesting.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes 14,980 shares withheld from Mr. Semel to satisfy taxes at a value of $86,574. Mr. Semel has not sold any of the remaining shares he acquired upon
vesting.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



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2010 Nonqualified Deferred Compensation



|                                        |  |                                             |        |  |                                                |  |        |                                         |  |  |                                             |  |  |  |         | 
|--------------------------------------- |  | ------------------------------------------- | ------ |  | ---------------------------------------------- |  | ------ | --------------------------------------- |  |  | ------------------------------------------- |  |  |  | ------- | 
|Name                                    |  | ExecutiveContribution inLast Fiscal Year($) |        |  | RegistrantContributionin
LastFiscal Year($)(1) |  |        | AggregateEarnings inLast Fiscal Year($) |  |  | AggregateBalance
atLastFiscalYear End($)(2) | 
|Ronald W. Hovsepian                     |  |                                             |        |  |                                                |  |        |                                         |  |  |                                             |  |  |  |         | 
|Novell, Inc. Deferred Compensation Plan |  |                                             | 78,950 |  |                                                |  | 71,185 |                                         |  |  | 125,485                                     |  |  |  | 921,974 | 
|Stock-Based Deferred Compensation Plan  |  |                                             |       |  |                                                |  |       |                                         |  |  | 19,860                                      |  |  |  | 64,005  | 
|Dana C. Russell                         |  |                                             |        |  |                                                |  |        |                                         |  |  |                                             |  |  |  |         | 
|Novell, Inc. Deferred Compensation Plan |  |                                             | 38,000 |  |                                                |  | 25,200 |                                         |  |  | 43,200                                      |  |  |  | 382,067 | 
|Stock-Based Deferred Compensation Plan  |  |                                             |       |  |                                                |  |       |                                         |  |  |                                            |  |  |  |        | 
|John K. Dragoon                         |  |                                             |        |  |                                                |  |        |                                         |  |  |                                             |  |  |  |         | 
|Novell, Inc. Deferred Compensation Plan |  |                                             | 51,300 |  |                                                |  | 14,400 |                                         |  |  | 54,501                                      |  |  |  | 350,630 | 
|Stock-Based Deferred Compensation Plan  |  |                                             | 18,000 |  |                                                |  | 4,500  |                                         |  |  | 35,974                                      |  |  |  | 123,553 | 
|Colleen A. OKeefe                      |  |                                             |        |  |                                                |  |        |                                         |  |  |                                             |  |  |  |         | 
|Novell, Inc. Deferred Compensation Plan |  |                                             | 35,900 |  |                                                |  | 15,293 |                                         |  |  | 20,503                                      |  |  |  | 205,146 | 
|Stock-Based Deferred Compensation Plan  |  |                                             |       |  |                                                |  |       |                                         |  |  |                                            |  |  |  |        | 
|Scott N. Semel                          |  |                                             |        |  |                                                |  |        |                                         |  |  |                                             |  |  |  |         | 
|Novell, Inc. Deferred Compensation Plan |  |                                             |       |  |                                                |  |       |                                         |  |  |                                            |  |  |  |        | 
|Stock-Based Deferred Compensation Plan  |  |                                             |       |  |                                                |  |       |                                         |  |  |                                            |  |  |  |        | 





|(1) | Company contributions to the Deferred Compensation Plan and the Stock-Based Deferred Compensation Plan are reported in the All Other Compensation column of
the Summary Compensation Table. The following Company contributions to the Deferred Compensation Plan for the following NEOs are reported in the Summary Compensation Table: Mr. Hovsepian: $71,185; Mr. Russell: $25,200; Mr. Dragoon:
$14,400; Ms. OKeefe: $15,293. The following Company contribution to the Stock-Based Deferred Compensation Plan was reported in the Summary Compensation Table: Mr. Dragoon: $4,500.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Fiscal 2009:The following Company contributions to the Deferred Compensation Plan for the following NEOs were
reported in the Summary Compensation Table: Mr. Hovsepian: $101,678; Mr. Russell: $40,001; Mr. Dragoon: $20,000; Ms. OKeefe: $22,500. The following Company contribution to the Stock-Based Deferred Compensation Plan was
reported in the Summary Compensation Table: Mr. Dragoon: $6,250. The following amounts were reported as executive contributions to the Deferred Compensation Plan or as executive contributions to the Stock-Based Deferred Compensation Plan in the
Nonqualified Deferred Compensation table: Mr. Hovsepian: $107,751 (Deferred Compensation Plan); Mr. Russell: $48,001
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (Deferred Compensation Plan); Mr. Dragoon: $71,250 (Deferred Compensation Plan) and $25,000 (Stock-Based Deferred Compensation Plan); Ms. OKeefe: $61,001 (Deferred Compensation
Plan).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fiscal 2008:The following Company contributions to the Deferred
Compensation Plan for the following NEOs were reported in the Summary Compensation Table: Mr. Hovsepian: $112,244; Mr. Russell: $40,001; Mr. Dragoon: $20,000. The following Company contribution to the Stock-Based Deferred Compensation
Plan was reported in the Summary Compensation Table: Mr. Dragoon: $6,250. The following amounts were reported as executive contributions to the Deferred Compensation Plan or as executive contributions to the Stock-Based Deferred Compensation
Plan in the Nonqualified Deferred Compensation table: Mr. Hovsepian: $117,366 (Deferred Compensation Plan); Mr. Russell: $48,001 (Deferred Compensation Plan); Mr. Dragoon: $57,000 (Deferred Compensation Plan) and $25,000 (Stock-Based
Deferred Compensation Plan).

Fiscal 2007:The following Company contributions to the Deferred
Compensation Plan for the following NEOs were reported in the Summary Compensation Table: Mr. Hovsepian: $18,687; Mr. Russell: $12,961. The following Company contribution to the Stock-Based Deferred Compensation Plan was reported in the
Summary Compensation Table: Mr. Hovsepian: $687. The following amounts were reported as executive contributions to the Deferred Compensation Plan in the Nonqualified Deferred Compensation Table: Mr. Hovsepian: $27,419; Mr. Russell:
$20,961.

The Deferred Compensation Plan allows eligible employees to make contributions in amounts that exceed the limitation in the 401(k)
Plan. We make a matching contribution equal to 100% of the first 4% of each participants eligible compensation deferred under the Deferred Compensation Plan, which is reduced by any matching contribution allocated to a participants
matching contribution under the 401(k) Plan in a plan year. Effective January 1, 2010, in the event of a suspension of matching contributions under the 401(k) Plan, the matching benefit received by participants under the Deferred Compensation
Plan is reduced by the maximum amount of the matching contribution of the 401(k) Plan that could have been made to the participant absent the suspension. Earnings on contributions are calculated in the same manner that earnings are calculated under
our 401(k) Plan. The SBDC Plan provides a mechanism for senior executives to meet stock ownership requirements. Under the SBDC Plan, we make a matching contribution, which cannot exceed 25% of the total amount of compensation deferred under the SBDC
Plan in a plan year. Under the Deferred Compensation Plan and the SBDC Plan, participants are permitted to defer up to 75% of base salary and 75% of annual cash incentives earned in a calendar year. As indicated above, the Merger Agreement generally
restricts, subject to certain limited exceptions, including, without limitation, Attachmates prior written consent, our ability to issue shares of our common stock during the interim period between the execution of the Merger Agreement and the
consummation of the merger (or the date on which the Merger Agreement is earlier terminated). Therefore, because participants attain the right to receive Novell common stock under the SBDC Plan, we have suspended participation effective
January 1, 2011.

Severance Agreements

Each of Messrs. Hovsepian, Russell, Semel and Dragoon and Ms. OKeefe, is a party to a severance agreement with us. The severance agreements do not provide severance benefits in the event
of their termination due to disability, death, or cause. Under their severance agreements, the NEOs are entitled to receive severance benefits upon their involuntary termination prior to a change in control and upon a change in control, which are
reflected in the tables below. The tables below provide information as required by the SEC and do not reflect the transaction described above with Attachmate.

Generally, a change in control occurs under the severance agreements: (i) upon the acquisition by an individual, entity or group of 30% or more of the combined voting power of our then outstanding
common stock; (ii) if a majority of our Board of Directors is replaced without the approval of at least two-thirds of the incumbent directors; or (iii) upon the consummation of a reorganization, merger or consolidation, a sale or other
disposition of all or substantially all of the assets of the Company or other transaction of the Company.

Under the terms of the severance
agreements, involuntary termination prior to a change in control means termination of employment unrelated to a change in control for any reason other than cause, the NEOs death or disability. Involuntary termination prior to
a change in control also includes constructive termination prior to a change in control. Generally, in this context, cause means a determination by management, with the advice of



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counsel, that the NEO has committed any of the following acts: (i) willful or deliberate violations of the NEOs obligations; (ii) willful misconduct that is injurious to the
Company or any subsidiary; (iii) a felony, an act of fraud against or the misappropriation of property belonging to the Company or any subsidiary; (iv) a material breach of terms of any confidentiality or proprietary information agreement
between the NEO and the Company; or (v) a material violation of Novells COBE or Employee Conduct and Standards Policy. Generally, constructive termination prior to a change in control means: (a) a substantial reduction in
the NEOs duties, authority or responsibilities; (b) a greater than 20% reduction of the NEOs base pay; or (c) the failure of the Company to obtain an assumption of the severance agreement by any successors.

Under the terms of the severance agreements, involuntary termination associated with a change in control means termination of the NEOs
employment related to a change in control by the Company for any reason other than cause, the NEOs death or disability, or on account of a constructive termination associated with a change in control. Generally, in this context
cause means a determination that: (i) the NEO has been convicted of a criminal violation involving fraud, embezzlement or theft in connection with his or her duties or in the course of his or her employment with the Company or any
subsidiary; or (ii) the NEO has committed intentional wrongful disclosure of secret processes or confidential information of the Company or any subsidiary and any such act has been demonstrably and materially harmful to the Company. Generally,
constructive termination associated with a change in control means the termination by the NEO of his or her employment with the Company as a result of one of the following events: (a) the NEOs failure to be retained in office;
(b) an adverse change in the NEOs powers, compensation and/or benefits; (c) an adverse change in the nature and/or scope of the NEOs business responsibilities; (d) a liquidation or reorganization of the Company; (e) a
significant change in the NEOs principal location of work; or (f) any material breach by the Company of the severance agreement. In connection with the execution of the Merger Agreement, the Company will have the ability to amend the
definition of a constructive termination associated with a change in control in each of the severance agreements to clarify that upon the completion of the merger with Attachmate, each of the NEOs will be entitled to terminate his or her
employment and have such termination treated as a constructive termination associated with a change in control. Accordingly, in the event that any of the NEOs terminates his or her employment following completion of the merger, he or she
will be entitled to the severance payments and benefits described below.

Summary of Benefits

In the event of an involuntary termination prior to a change in control, the NEOs will receive the following benefits: (i) 150% of base salary,
payable in installments; (ii) incentive pay, prorated to the termination date and payable in installments; (iii) an amount not to exceed 20% of base salary for outplacement services; (iv) reimbursement for up to 12 months of continued
health and dental coverage; and (v) all earned but unpaid wages and benefits. In addition, the portion of such NEOs stock options, restricted stock and restricted stock units, if any, which would have vested and become exercisable within
the one-year period after the executives termination date will become vested upon such persons termination date. Such options, plus any other unexercised options, shall remain exercisable for the longer of six months after termination or
the original term of the option (but in no event beyond the expiration of the options original term). In addition, the NEOs options, restricted stock, and restricted stock units subject to performance vesting criteria will remain
eligible to earn additional vesting during the one-year period commencing on the termination date, based on attainment of relevant performance criteria. If, and to the extent, those criteria are attained during that one-year period, the options and
restricted stock units will vest, and/or the restrictions on restricted stock will lapse (as applicable); if the performance criteria are not met during that period, no further vesting or lapse of restrictions will occur.

In the event that an involuntary termination associated with a change in control occurs within two years after the change in control or occurs
(A) not more than six months prior to a change in control or (B) following the commencement of any discussion with a third person that ultimately results in a change in control (provided that in both circumstances the change in control is
consummated within 12 months following the executives termination date), the NEOs will receive a lump sum payment equal to: (i) 200% of base salary and 200% of incentive pay; (ii) incentive pay, prorated to the termination date;
(iii) 20% of base salary for outplacement services; (iv) the amount that the executive would have received under the Companys 401(k) plan as a Company match for the 24-month period after the executives termination date; and
(v) all earned but unpaid wages and benefits. In addition, the executive will be reimbursed for up to 24 months of continued health and dental coverage. If eligible for change



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in control benefits, the executive generally has the right to reimbursement from the Company of attorneys fees and expenses, in the event that the executive is required to enforce
his/her rights to benefits pursuant to the agreement.

The severance agreement for Mr. Hovsepian provides that his unvested equity awards
will become fully vested and/or exercisable on the date on which a change in control occurs, and his unexercised options will remain exercisable for the longer of 24 months after termination of employment or the original term of the option (but in
no event beyond the expiration of the options original term).

The severance agreements for Messrs. Russell, Semel and Dragoon and
Ms. OKeefe provide that the executives unvested equity awards will become fully vested and/or exercisable if the acquiror or successor corporation fails to provide the executive with comparable replacement grants for unvested
equity. Each NEOs unvested equity awards also become fully vested and/or exercisable upon involuntary termination associated with a change in control. In addition, the executives unexercised options will remain exercisable for the longer
of 24 months after termination of employment or the original term of the option (but in no event beyond the expiration of the options original term).

In addition, the NEOs are eligible to receive a gross-up payment to cover any federal excise taxes owed by the executive on any change in control-related severance payments and benefits if the net
after-tax benefit to the executive of receiving the gross-up payment exceeds the maximum dollar amount that may be paid under Code Section 280G without imposition of an excise tax under Code Section 4999 by more than ten percent. The
gross-up payment would cover (1) the amount of federal excise taxes and (2) the additional income taxes resulting from payment of the gross-up.

For purposes of calculating the severance payment amounts, base salary is defined as the greater of (i) the executives annual base salary rate as in effect immediately preceding the
executives termination date, or (ii) the executives highest annual base salary rate as in effect in any of the three (3) full calendar years preceding the executives termination date, and incentive pay is
defined as the greater of (i) the executives maximum target annual cash incentive for which the executive was eligible during the period that includes the termination date, or (ii) the highest aggregate annual cash incentive payment
to the executive during any of the three (3) full calendar years prior to the executives termination date.

The severance
agreements also contain release, confidentiality, non-competition and non-solicitation provisions.

Mr. Hovsepian

The severance agreement for Mr. Hovsepian also provides that he may elect to receive the following separation benefits if he provides notice of
resignation and resigns voluntarily within one year after the date he is no longer the Chief Executive Officer of the Company: (i) 150% of base salary; (ii) incentive pay, prorated to the termination date; and (iii) 12 months of
continued health and dental coverage. Half of the cash benefits will be paid in a lump sum in the seventh month following his termination date and the remaining balance will be paid in monthly installments following the month in which the lump sum
is paid. In addition, any unvested stock options, restricted stock and restricted stock units that are subject to time-based vesting criteria will vest and/or become exercisable, and any options that vest plus any other unexercised options will
remain exercisable until the latest of December 31 of the year of termination, the 15th day of the third month following his termination, or the original term of the option (but in no event beyond the expiration of the options original
term). Any outstanding options, restricted stock and restricted stock units that are subject to performance vesting criteria will continue in effect, subject to the terms and conditions set forth in the relevant grant agreement. If
Mr. Hovsepian elects to receive the separation benefits, he will be deemed to waive any right to the severance benefits under the severance agreement and he will not be subject to the covenant not to compete.



29



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##### Table of Contents

Estimated Potential Payments Upon Involuntary Termination Prior to a Change in Control (As of
October 31, 2010)



|                    |  |                   |           |  |                                 |  |        |                            |  |  |                              |  |  |                                   |   |  |             |  |           |  |  |  |           | 
|------------------- |  | ----------------- | --------- |  | ------------------------------- |  | ------ | -------------------------- |  |  | ---------------------------- |  |  | --------------------------------- | - |  | ----------- |  | --------- |  |  |  | --------- | 
|Name                |  | CashPayment($)(1) |           |  | Health and DentalCoverage($)(2) |  |        | Stock OptionVesting
($)(3) |  |  | RestrictedStockVesting($)(3) |  |  | RestrictedStockUnitsVesting($)(3) |   |  | Total($)(4) | 
|Ronald W. Hovsepian |  |                   | 3,838,881 |  |                                 |  | 24,146 |                            |  |  | 1,452,238                    |  |  |                                   |  |  |             |  | 1,377,836 |  |  |  | 6,693,101 | 
|Dana C. Russell     |  |                   | 1,486,447 |  |                                 |  | 24,146 |                            |  |  | 592,456                      |  |  |                                   |  |  |             |  | 345,802   |  |  |  | 2,448,851 | 
|John K. Dragoon     |  |                   | 1,082,817 |  |                                 |  | 24,146 |                            |  |  | 474,343                      |  |  |                                   |  |  |             |  | 269,203   |  |  |  | 1,850,509 | 
|Colleen A. OKeefe  |  |                   | 999,536   |  |                                 |  | 24,146 |                            |  |  | 270,538                      |  |  |                                   |  |  |             |  | 204,865   |  |  |  | 1,499,085 | 
|Scott Semel         |  |                   | 846,412   |  |                                 |  | 24,146 |                            |  |  | 211,403                      |  |  |                                   |  |  |             |  | 62,861    |  |  |  | 1,144,822 | 





|(1) | Amounts include 150% of the NEOs base salary, prorated incentive pay, and an amount equal to 20% of base salary for outplacement services.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts reflect the value of continued health and dental coverage for 12 months.
|--- | --------------------------------------------------------------------------------

|(3) | Amounts reflect the value of accelerated vesting, calculated as the difference between the closing market price of the Companys stock as of October 31, 2010
and the exercise or purchase price of stock options and other equity awards.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | All cash payments will be provided after a period of six months following the termination event, in order to accommodate requirements under Section 409A of the
Code.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

Estimated Potential Cash Payments Upon Involuntary Termination Associated with a Change in Control (As of
October 31, 2010)



|                    |  |                             |           |  |                                 |  |        |                                    |  |  |                            |  |  |                          |           |  |  |  |           | 
|------------------- |  | --------------------------- | --------- |  | ------------------------------- |  | ------ | ---------------------------------- |  |  | -------------------------- |  |  | ------------------------ | --------- |  |  |  | --------- | 
|Name                |  | Lump Sum 
CashPayment($)(1) |           |  | Health and DentalCoverage($)(2) |  |        | 401(k)MatchingContributions($)
(3) |  |  | EstimatedTaxGross-Up($)(4) |  |  | Total
CashPayments($)(5) |          
|Ronald W. Hovsepian |  |                             | 8,180,335 |  |                                 |  | 48,291 |                                    |  |  | 19,915                     |  |  |                          |          |  |  |  | 8,248,541 | 
|Dana C. Russell     |  |                             | 3,332,731 |  |                                 |  | 48,291 |                                    |  |  | 19,915                     |  |  |                          | 1,434,759 |  |  |  | 4,835,696 | 
|John K. Dragoon     |  |                             | 2,284,141 |  |                                 |  | 48,291 |                                    |  |  | 19,915                     |  |  |                          | 1,055,286 |  |  |  | 3,407,633 | 
|Colleen A. OKeefe  |  |                             | 2,001,672 |  |                                 |  | 48,291 |                                    |  |  | 19,915                     |  |  |                          |          |  |  |  | 2,069,878 | 
|Scott Semel         |  |                             | 1,610,483 |  |                                 |  | 48,291 |                                    |  |  | 19,915                     |  |  |                          | 729,992   |  |  |  | 2,408,681 | 





|(1) | Amounts include 200% of the NEOs base salary and 200% of incentive pay, prorated incentive pay, and an amount equal to 20% of base salary for outplacement
services. As described in footnote (4) below, Mr. Hovsepians Lump Sum Cash Payment has been reduced such that he would not be subject to the excise tax under Section 280G of the Code. The total cutback amount is $745,897.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts reflect the value of continued health and dental coverage for 24 months.
|--- | --------------------------------------------------------------------------------



30



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##### Table of Contents

|(3) | Amounts reflect the total amount that the NEO would receive under the Companys 401(k) Plan as a Company match if the executive was eligible to participate in the
Companys 401(k) Plan for the 24-month period after the executives termination date and the executive contributed the maximum amount to the 401(k) Plan.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Only Messrs. Russell, Dragoon and Semel would be subject to the excise tax and eligible for a gross-up payment. The gross-up payment covers the cash severance payments
and the value of accelerated vesting of equity awards, described below. For purposes of calculating the gross-up payments, the value of accelerated vesting of equity awards was determined in accordance with Section 280G of the Code. The total
parachute value associated with Mr. Hovsepians payments exceeds his Safe Harbor Threshold by less than 110%, so his payments would be cut back such that he would not be subject to the excise tax. As described above, the total amount
required to be cut back is $745,897.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | All cash payments will be provided after a period of six months following the termination event, in order to accommodate requirements under Section 409A of the
Code.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

Estimated Value of Accelerated Vesting of Equity Awards Upon Change in Control and Involuntary Termination Associated
with a Change in Control (As of October 31, 2010)

In addition to the cash severance payments described above, the severance
agreements provide for accelerated vesting of outstanding equity awards. The severance agreement for Mr. Hovsepian provides that the executives unvested equity awards will become fully vested and/or exercisable on the date on which a
change in control occurs. The severance agreements for Messrs. Russell, Semel and Dragoon and Ms. OKeefe provide that their unvested equity awards will become fully vested and/or exercisable if the acquiror or successor corporation fails
to provide comparable replacement grants for unvested equity. Messrs. Russell, Semel and Dragoon and Ms. OKeefes unvested equity awards also become fully vested and/or exercisable upon involuntary termination associated with a
change in control.



|                    |  |                            |           |  |                                |  |   |                                    |  |  |           |  |  |  |           | 
|------------------- |  | -------------------------- | --------- |  | ------------------------------ |  | - | ---------------------------------- |  |  | --------- |  |  |  | --------- | 
|Name                |  | Stock 
OptionVesting($)(1) |           |  | Restricted 
StockVesting($)(1) |  |   | Restricted StockUnitsVesting($)(1) |  |  | Total($)  | 
|Ronald W. Hovsepian |  |                            | 3,042,472 |  |                                |  |  |                                    |  |  | 3,302,305 |  |  |  | 6,344,777 | 
|Dana C. Russell     |  |                            | 1,259,018 |  |                                |  |  |                                    |  |  | 1,294,197 |  |  |  | 2,553,215 | 
|John K. Dragoon     |  |                            | 990,770   |  |                                |  |  |                                    |  |  | 1,045,211 |  |  |  | 2,035,981 | 
|Colleen A. OKeefe  |  |                            | 569,257   |  |                                |  |  |                                    |  |  | 582,305   |  |  |  | 1,151,562 | 
|Scott Semel         |  |                            | 458,085   |  |                                |  |   |                                    |  |  | 561,368   |  |  |  | 1,019,453 | 





|(1) | Amounts reflect the value of accelerated vesting, calculated as the difference between the closing market price of the Companys stock as of October 31, 2010
and the exercise or purchase price of stock options and other equity awards.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

2010 Director Compensation

The following table provides information regarding the compensation earned by the non-employee members of our Board of Directors in fiscal 2010. Directors who are employees of the Company receive no
compensation for their service as directors.



|                         |  |                                  |         |  |                   |  |        |                    |  |  |                                 |  |  |          |        |     |  |  |         | 
|------------------------ |  | -------------------------------- | ------- |  | ----------------- |  | ------ | ------------------ |  |  | ------------------------------- |  |  | -------- | ------ | --- |  |  | ------- | 
|Name                     |  | Fees Earned orPaid in Cash($)(1) |         |  | StockAwards($)(2) |  |        | OptionAwards($)(3) |  |  | All 
OtherCompensation($)(4)(5) |  |  | Total($) |       
|Albert Aiello            |  |                                  | 113,000 |  |                   |  | 86,995 |                    |  |  | 42,604                          |  |  |          |        |     |  |  | 242,599 | 
|Fred Corrado             |  |                                  | 124,500 |  |                   |  | 86,995 |                    |  |  | 42,604                          |  |  |          |        |     |  |  | 254,099 | 
|Richard L. Crandall      |  |                                  | 268,500 |  |                   |  | 86,995 |                    |  |  | 42,604                          |  |  |          |        |     |  |  | 398,099 | 
|Gary G. Greenfield       |  |                                  | 116,500 |  |                   |  | 86,995 |                    |  |  | 42,604                          |  |  |          |        |     |  |  | 246,099 | 
|Judith H. Hamilton       |  |                                  | 99,500  |  |                   |  | 86,995 |                    |  |  | 42,604                          |  |  |          |        |     |  |  | 229,099 | 
|Patrick S. Jones         |  |                                  | 114,000 |  |                   |  | 86,995 |                    |  |  | 42,604                          |  |  |          |        |     |  |  | 243,599 | 
|Claudine B. Malone(6)    |  |                                  | 41,500  |  |                   |  |       |                    |  |  |                                |  |  |          |        |     |  |  | 41,500  | 
|Richard L. Nolan         |  |                                  | 102,500 |  |                   |  | 86,995 |                    |  |  | 42,604                          |  |  |          |        |     |  |  | 232,099 | 
|Thomas G. Plaskett(6)    |  |                                  | 43,000  |  |                   |  |       |                    |  |  |                                |  |  |          |        |     |  |  | 43,000  | 
|Dr. John W. Poduska, Sr. |  |                                  | 113,500 |  |                   |  | 86,995 |                    |  |  | 42,604                          |  |  |          | 12,497 | (5) |  |  | 255,596 | 
|Kathy Brittain White(6)  |  |                                  | 47,500  |  |                   |  |       |                    |  |  |                                |  |  |          |        |     |  |  | 47,500  | 





|(1) | Includes any amount deferred, at the election of the directors, through the purchase of common stock equivalents (CSEs), as described in the narrative
below. Our Board of Directors awarded Richard L. Crandall, the Chairman of the Board of Directors, two $50,000 payments in recognition of his increased work effort, time commitment and contributions in connection with the proposed merger with
Attachmate.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. For a discussion of assumptions made in the valuation of
these stock awards, please refer to Part II, Item 8, Note U, Stock-Based Compensation, of the notes to the consolidated financial statements included as part of the Form 10-K. As of the end of fiscal 2010:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Aiello had 25,953 stock awards outstanding, 25,953 of which were unvested.
| | - |  | ------------------------------------------------------------------------------



| |  |  | Mr. Corrado had 25,953 stock awards outstanding, 25,953 of which were unvested.
| | - |  | -------------------------------------------------------------------------------



| |  |  | Mr. Crandall had 25,953 stock awards outstanding, 25,953 of which were unvested.
| | - |  | --------------------------------------------------------------------------------



| |  |  | Mr. Greenfield had 25,953 stock awards outstanding, 25,953 of which were unvested.
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Ms. Hamilton had 25,953 stock awards outstanding, 25,953 of which were unvested.
| | - |  | --------------------------------------------------------------------------------



| |  |  | Mr. Jones had 25,953 stock awards outstanding, 25,953 of which were unvested.
| | - |  | -----------------------------------------------------------------------------



| |  |  | Mr. Nolan had 25,953 stock awards outstanding, 25,953 of which were unvested.
| | - |  | -----------------------------------------------------------------------------



| |  |  | Dr. Poduska had 25,953 stock awards outstanding, 25,953 of which were unvested.
| | - |  | -------------------------------------------------------------------------------



|(3) | Represents the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718. For a discussion of assumptions
made in the valuation of these stock option awards, please
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | refer to Part II, Item 8, Note U, Stock-Based Compensation, of the notes to the consolidated financial statements included as part of the Form 10-K. As of the end of fiscal
2010:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mr. Aiello had 243,760 option awards outstanding, 31,187 of which were unvested.
| | - |  | --------------------------------------------------------------------------------



| |  |  | Mr. Corrado had 243,760 option awards outstanding, 31,187 of which were unvested.
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Mr. Crandall had 193,760 option awards outstanding, 31,187 of which were unvested.
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Mr. Greenfield had 93,760 option awards outstanding, 56,187 of which were unvested.
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Ms. Hamilton had 93,760 option awards outstanding, 56,187 of which were unvested.
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Mr. Jones had 143,760 option awards outstanding, 43,687 of which were unvested.
| | - |  | -------------------------------------------------------------------------------



| |  |  | Ms. Malone had 117,646 option awards outstanding, all of which were vested.
| | - |  | ---------------------------------------------------------------------------



| |  |  | Mr. Nolan had 293,760 option awards outstanding, 31,187 of which were unvested.
| | - |  | -------------------------------------------------------------------------------



| |  |  | Dr. Poduska had 308,760 option awards outstanding, 31,187 of which were unvested.
| | - |  | ---------------------------------------------------------------------------------



|(4) | See narrative below for a description of the Directors Charitable Award Program.
|--- | ---------------------------------------------------------------------------------

|(5) | Includes the 25% Match of deferred amounts, as described in the narrative below.
|--- | --------------------------------------------------------------------------------

|(6) | Ms. Malone retired from our Board of Directors effective as of the date of the 2010 Annual Meeting of Stockholders. Mr. Plaskett and Ms. White held
office until the date of the 2010 Annual Meeting and did not seek re-election.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The primary goal of our director compensation
program is to support the achievement of our performance objectives and to attract and retain highly qualified directors. Compensation of our non-employee directors is as follows:



| |  |  | the annual board retainer for the Chairman of the Board of Directors is $125,000;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the annual board retainer for all other members of our Board of Directors is $50,000;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the annual retainer for service as chairperson of the Audit Committee is $20,000;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the annual retainer for service as chairperson of all other committees of our Board of Directors is $10,000;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | fee for attendance at each meeting of our Board of Directors is $1,500;
| | - |  | -----------------------------------------------------------------------



| |  |  | fee for attendance at each committee meeting of our Board of Directors is $1,500; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | equity awards as described below.
| | - |  | ---------------------------------

Our non-employee directors are reimbursed for their expenses incurred in attending meetings of our Board of Directors and its committees.

In fiscal 2010, non-employee directors were permitted to elect to have all or a portion of their annual board retainer deferred through the purchase of CSEs and to designate a date in the future on which
such CSEs will be paid out in shares of our common stock. If a non-employee director did not designate a pay-out date, such directors CSEs will be paid out at the time of his or her resignation from our Board of Directors. Subject to the
vesting provisions described below, the annual board retainer paid to any non-employee director who elected to defer all or a portion of



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his or her annual board retainer was increased by an amount (such amount to be referred to as the Match) equal to 25% of the amount of the deferred retainer, provided that the Match
was used solely to purchase additional CSEs. The CSEs purchased with the Match were credited to a separate bookkeeping account from the CSEs purchased with the deferred retainer. In the event that any non-employee director ceases to serve as a
member of our Board of Directors prior to the third anniversary of the date on which CSEs were purchased with a Match, all CSEs purchased with such Match will be forfeited and such director will no longer have any rights with respect to such Match
or such CSEs.

In June 2010, each non-employee director received an annual equity award with a target value of $130,000 that was comprised of
stock options with a grant date fair value of $43,000 and restricted stock or restricted stock units with a grant date fair value of $87,000 (the Annual Equity Award). The stock options, restricted stock and restricted stock units
comprising the Annual Equity Award vest upon the earlier to occur of (i) the first anniversary of the grant date; or (ii) the business day prior to the date of the next annual meeting of stockholders following the grant date. In addition,
(a) upon the retirement of a non-employee director, the vesting of all unvested stock options, restricted stock and restricted stock units will accelerate, and vested stock options will remain exercisable for twelve months following
retirement; (b) upon the disability of a non-employee director, there will be no acceleration of unvested stock options, restricted stock and/or restricted stock units, but vested stock options will remain exercisable for twelve months
following a disability; and (c) upon the death of a non-employee director, there will be an accelerated vesting of those stock options, restricted stock and restricted stock units that would have vested within twelve months following such
death had the non-employee director not died and remained a non-employee director, and vested stock options will remain exercisable for twelve months following the death of a non-employee director. New non-employee directors receive a one-time grant
of 50,000 stock options that vest in equal portions on the first two anniversaries of the date of grant.

In December 2009, the Company
established the 2009 Directors Deferral Plan (the Directors Plan), a sub-plan of the 2009 Omnibus Incentive Plan. Beginning in December 2009, pursuant to the terms of the Directors Plan, non-employee directors were permitted to defer
their annual board retainers payable in the following calendar year through the purchase of CSEs and their receipt of the shares underlying the restricted stock units portion of the Annual Equity Award awarded in the following calendar
year. Under the Directors Plan, the CSEs purchased with annual board retainers and the shares payable upon the vesting of restricted stock units will be paid out on the earliest to occur of (a) a change of control, (b) termination of
a non-employee directors service with the Company, or (c) if elected, a designated payout date prior to such non-employee directors termination of service (the Deferral Payment Date). Non-employee directors who
defer their annual board retainers will receive a Match, which will be used solely to purchase additional CSEs. Unlike the CSEs purchased with a non-employee directors annual board retainer, which are 100% vested at all times, the CSEs
purchased with the Match become 100% vested on the earliest to occur of (i) the third anniversary of the last date CSEs are purchased with the Match in the relevant calendar year, (ii) a change of control, (iii) the non-employee
directors retirement, or (iv) the non-employee directors death. The vested CSEs purchased with the Match are paid to the non-employee director on the earliest to occur of (a) his or her termination of service with the
Company, (b) a change of control, or (c) the later to occur of the Deferral Payment Date or the date on which such CSEs vest. The Company will maintain separate bookkeeping accounts for the CSEs purchased with the deferred retainer,
the CSEs purchased with the Match and the deferred restricted stock units. If the Company pays dividends, non-employee directors will receive dividend equivalents on the portion of their deferral accounts that is vested on the dividend record
date. Non-employee director deferral elections made prior to the effective date of the Directors Plan will remain in place in accordance with the terms of the deferral program in place at the time the deferral elections were made and will not
be subject to the terms of the Directors Plan. Non-employee director deferral elections made on and after the effective date of the Directors Plan will be subject to the terms of the Directors Plan.

We had a Directors Charitable Award Program (the Charitable Program) in which members of our Board of Directors were eligible to
participate, subject to vesting requirements. Our Board of Directors terminated the Charitable Program with respect to all persons joining our Board of Directors after January 7, 2003, but has kept the program in place with respect to those
persons who were eligible directors on or before January 7, 2003. The Company chose life insurance policies, purchased by the Company on the lives of the participants, as the funding vehicle for the Charitable Program. Upon the death of a
participating director, the Company will donate $1,000,000 (paid in ten equal annual installments) to non-profit organizations recommended by the director. Proceeds from the life insurance death benefits are used to offset donations paid. Individual
directors derive no financial benefit from



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##### Table of Contents

the Charitable Program since all available insurance proceeds and tax deductions accrue solely to the Company. In fiscal 2010, the Company did not incur any costs to fund the Charitable Program.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is currently comprised of Messrs. Greenfield, who serves as its Chairperson, and Corrado and Dr. Poduska. Mr. Plaskett. and Ms. White held office and were members
of the Compensation Committee until the date of our 2010 Annual Meeting of Stockholders, April 19, 2010, at which they did not seek re-election. No member of the Compensation Committee has ever been an officer or employee of Novell or of any of
our subsidiaries or affiliates. During fiscal 2010, none of our executive officers served on the board of directors or on the compensation committee of any other entity, any officers of which served either on our Compensation Committee or on our
Board of Directors.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

Equity Compensation Plan Information

The
following table provides information regarding the aggregate number of shares of our common stock issuable under all of our stock option and equity-based plans upon the exercise of outstanding options and the vesting of awards, their
weighted-average exercise price, and the number of shares available for future issuance as of October 31, 2010. The 2009 Omnibus Incentive Plan, which was approved by our stockholders at our 2009 Annual Meeting of Stockholders, replaced all of
our prior stock option and equity-based plans. Material features of our prior stock option and equity-based plans, including the Novell, Inc. 2000 Nonstatutory Stock Option Plan and the Novell, Inc./SilverStream Software, Inc. 2001 Stock Incentive
Plan, that were not approved by stockholders, are described in Part II, Item 8, Note T, Stockholders Equity, of the notes to the consolidated financial statements included as part of our Annual Report on Form 10-K for the
fiscal year ended October 31, 2008. No new awards will be granted under such prior plans.



|                                                           |  |                                                                                             |            |  |                                                                          |  |      |                                                                                                                                        |  |  |            | 
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | ---------- |  | ------------------------------------------------------------------------ |  | ---- | -------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---------- | 
|Plan Category                                              |  | Number of Securities tobe Issued Upon Exerciseof Outstanding
Options,Warrants and Rights(a) |            |  | Weighted-AverageExercise Price ofOutstanding Options,Warrants and Rights |  |      | Number of SecuritiesRemaining Available forFuture Issuance
UnderEquity Compensation Plans(Excluding SecuritiesReflected in Column (a)) | 
|Equity compensation plans approved by security holders     |  |                                                                                             | 27,102,678 |  |                                                                          |  | 3.38 |                                                                                                                                        |  |  | 37,002,458 | 
|Equity compensation plans not approved by security holders |  |                                                                                             | 3,830,565  |  |                                                                          |  | 8.06 |                                                                                                                                        |  |  |           | 
|                                                           |  |                                                                                             |            |  |                                                                          |  |      |                                                                                                                                        |  |  |            | 
|Total                                                      |  |                                                                                             | 30,933,243 |  |                                                                          |  | 3.96 |                                                                                                                                        |  |  | 37,002,458 | 



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##### Table of Contents

Share Ownership By Principal Stockholders, Directors and Management

This table shows, as of February 8, 2011 (unless otherwise indicated), how many shares of our common stock (the only voting class of Novell capital
stock outstanding) are beneficially owned by: (i) each stockholder who has reported or is known by us to have beneficial ownership of more than five percent of our common stock; (ii) each current director; (iii) each of our Named
Executive Officers set forth in the Summary Compensation Table found elsewhere in this Form 10-K/A; and (iv) all of our current directors and executive officers as a group. There were 352,999,067 shares of common stock outstanding on
February 8, 2011.



|                                                                     |  |                                    |            |     |                    |  |           |                               |  |  |                             |     |  |  |      |  
|-------------------------------------------------------------------- |  | ---------------------------------- | ---------- | --- | ------------------ |  | --------- | ----------------------------- |  |  | --------------------------- | --- |  |  | ---- | -
|Name and Address of Beneficial
Owner(1)                              |  | Number ofOutstandingSharesOwned(2) |            |     | Right
toAcquire(3) |  |           | Total SharesBeneficiallyOwned |  |  | Percent ofOutstandingShares |    
|Elliott Associates, L.P.(4)                                          |  |                                    | 24,700,000 |     |                    |  |          |                               |  |  | 24,700,000                  |     |  |  | 7.00 | %
|712 Fifth Avenue, 36thFloor New York, NY 10019                       |  |                                    |            |     |                    |  |           |                               |  |  |                             |     |  |  |      |  
|Columbia Wanger Asset Management, LLC(5)                             |  |                                    | 21,015,000 |     |                    |  |          |                               |  |  | 21,015,000                  |     |  |  | 5.95 | %
|227 West Monroe Street, Suite 3000
Chicago, IL 60606                 |  |                                    |            |     |                    |  |           |                               |  |  |                             |     |  |  |      |  
|Paulson & Co. Inc.(6)                                                |  |                                    | 20,000,000 |     |                    |  |          |                               |  |  | 20,000,000                  |     |  |  | 5.67 | %
|1251 Avenue of the Americas
New York, NY 10020                       |  |                                    |            |     |                    |  |           |                               |  |  |                             |     |  |  |      |  
|The Vanguard Group, Inc.(7)                                          |  |                                    | 19,944,243 |     |                    |  |          |                               |  |  | 19,944,243                  |     |  |  | 5.65 | %
|100 Vanguard Blvd.
Malvern, PA 19355                                 |  |                                    |            |     |                    |  |           |                               |  |  |                             |     |  |  |      |  
|BlackRock, Inc.(8)                                                   |  |                                    | 18,971,286 |     |                    |  |          |                               |  |  | 18,971,286                  |     |  |  | 5.37 | %
|40 East 52ndStreet New York, NY 10022                                |  |                                    |            |     |                    |  |           |                               |  |  |                             |     |  |  |      |  
|Albert Aiello                                                        |  |                                    | 59,952     |     |                    |  | 236,329   |                               |  |  | 296,281                     |     |  |  | *    |  
|Fred Corrado                                                         |  |                                    | 41,952     |     |                    |  | 236,329   |                               |  |  | 278,281                     |     |  |  | *    |  
|Richard L. Crandall                                                  |  |                                    | 50,052     |     |                    |  | 186,329   |                               |  |  | 236,381                     |     |  |  | *    |  
|Gary G. Greenfield                                                   |  |                                    | 25,952     |     |                    |  | 86,329    |                               |  |  | 112,281                     |     |  |  | *    |  
|Judith H. Hamilton                                                   |  |                                    | 11,182     |     |                    |  | 86,329    |                               |  |  | 97,511                      |     |  |  | *    |  
|Ronald W. Hovsepian                                                  |  |                                    | 976,969    |     |                    |  | 2,946,860 |                               |  |  | 3,923,829                   |     |  |  | 1.10 | %
|Patrick S. Jones                                                     |  |                                    | 13,182     |     |                    |  | 123,829   |                               |  |  | 137,011                     |     |  |  | *    |  
|Richard L. Nolan                                                     |  |                                    | 35,952     |     |                    |  | 286,329   |                               |  |  | 322,281                     |     |  |  | *    |  
|Dr. John W. Poduska, Sr.                                             |  |                                    | 164,523    |     |                    |  | 301,329   |                               |  |  | 465,852                     |     |  |  | *    |  
|John K. Dragoon                                                      |  |                                    | 215,889    |     |                    |  | 535,656   |                               |  |  | 751,545                     |     |  |  | *    |  
|Colleen A. OKeefe                                                   |  |                                    | 167,099    |     |                    |  | 407,378   |                               |  |  | 574,477                     |     |  |  | *    |  
|Dana C. Russell                                                      |  |                                    | 228,602    |     |                    |  | 647,005   |                               |  |  | 875,607                     |     |  |  | *    |  
|Scott N. Semel                                                       |  |                                    | 39,538     | (9) |                    |  | 185,078   |                               |  |  | 224,616                     | (9) |  |  | *    |  
|All current directors and executive officers as a group (17 persons) |  |                                    | 2,472,945  | (9) |                    |  | 7,449,163 |                               |  |  | 9,922,108                   | (9) |  |  | 2.75 | %



|* | less than 1%
|- | ------------

|(1) | Except as otherwise indicated, the address of each person named in the table is: c/o Novell, Inc., 404 Wyman Street, Waltham, Massachusetts 02451.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them except as may be otherwise indicated
in a footnote.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(3) | Includes shares that can be acquired through stock options that become exercisable or the lapse of restrictions on restricted stock units within 60 days from
February 8, 2011.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Pursuant to a Schedule 13D/A filed on November 26, 2010 and disclosing information as of November 21, 2010, Elliott Associates, L.P. reported
that it beneficially owned (through The Liverpool Limited Partnership, a wholly owned subsidiary of Elliott Associates, L.P.) and had sole power to vote and to dispose of 11,894,134 shares. Pursuant to that same Schedule 13D/A, Elliott
International, L.P. and Elliott International Capital Advisors, Inc. reported that they beneficially owned and had shared power to vote and to dispose of 12,805,866 shares. Additionally, pursuant to that same Schedule 13D/A, Elliott Associates,
L.P., Elliott International, L.P. and Elliott International Capital Advisors, Inc. reported that they collectively beneficially owned 24,700,000 shares, and Elliott Associates, L.P. (through The Liverpool Limited Partnership) and Elliott
International, L.P. reported that they have an economic interest in an additional 0.6% and 0.9% of our common stock, respectively, pursuant to notional principal amount derivative agreements with respect to 2,087,558 and 3,131,338 shares,
respectively. Pursuant to a Schedule 13D filed on February 12, 2010 (which such Schedule 13D was amended and supplemented by the Schedule 13D/A filed on November 26, 2010), the business address of Elliott Associates, L.P. and Elliott
International Capital Advisors, Inc. is 712 Fifth Avenue, 36thFloor, New York, NY 10019, and the business address of Elliott International, L.P. is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British
West Indies.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Pursuant to a Schedule 13G/A filed on February 11, 2011 and disclosing information as of December 31, 2010, Columbia Wanger Asset Management, LLC reported
that it had sole power to vote 20,565,000 shares and sole power to dispose of all shares. Pursuant to that same Schedule 13G/A, Columbia Wanger Asset Management, LLC reported that the shares reported include shares held by Columbia Acorn Trust, a
Massachusetts business trust that is advised by Columbia Wanger Asset Management, LLC.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Pursuant to a Schedule 13G filed on February 15, 2011 and disclosing information as of December 31, 2010, Paulson & Co. Inc. reported that it is an
investment advisor that is registered under the Investment Advisors Act of 1940, that it furnishes investment advice to and manages onshore and offshore investment funds and to separate managed accounts and that in its role as investment advisor, or
manager, Paulson & Co. Inc. possesses voting and/or investment power over the shares that are owned by such funds and accounts. Pursuant to that same Schedule 13G, Paulson & Co. Inc. reported that all shares reported are owned by such
funds and accounts and that it disclaims beneficial ownership of such shares.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Pursuant to a Schedule 13G/A filed on February 10, 2011 and disclosing information as of December 31, 2010, The Vanguard Group, Inc. reported that it had sole
power to vote 439,345 shares, sole power to dispose of 19,504,898 shares and shared power to dispose of 439,345 shares. Pursuant to that same Schedule 13G/A, The Vanguard Group, Inc. also reported that Vanguard Fiduciary Trust Company, a wholly
owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 439,345 shares as a result of its serving as investment manager of collective trust accounts, and Vanguard Fiduciary Trust Company directs the voting of those shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Pursuant to a Schedule 13G filed on February 7, 2011 and disclosing information as of December 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------

|(9) | Includes 134 shares owned by the spouse of Mr. Semel, of which Mr. Semel disclaims beneficial ownership.
|--- | --------------------------------------------------------------------------------------------------------



|Item 13. | Certain Relationships and Related Transactions and Director Independence
|-------- | ------------------------------------------------------------------------

Related Person Transactions Policy and Procedures

Our Related Person Transactions Policy and Procedures (the Policy) recognizes that certain transactions between Novell and Related Persons (as defined below) are routine and consistent with
Novells best interests and that, accordingly, they should be permissible. The Policy, which was adopted by our Board of Directors, is designed to address the reporting, review and approval of such transactions and to provide guidance to the
Corporate Governance Committee in evaluating whether any such transaction gives rise, or potentially gives rise, to a conflict of interest. Generally speaking, a Related Person Transaction is a transaction, arrangement or relationship
with Novell in an amount exceeding $120,000 in which a Related Person has a direct or indirect material interest. Generally, a Related Person is: (a) any person who is or, since the beginning of Novells last fiscal year was, a director,
executive officer or director nominee of Novell; (b) a beneficial owner of more than five percent (5%) of Novell common stock; or (c) a family member of any person in either (a) or (b), which includes a person (other than a
tenant or employee) sharing the household of any person in either (a) or (b). Under the Policy, director nominees, directors and executive officers are required to respond to questionnaires prepared by Novell annually, which are



37



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intended to, among other things, assist Novell in identifying Related Persons subject to the Policy and identifying existing, completed or proposed Related Person Transactions. Every person who
has completed or who is required to complete the questionnaire must promptly inform Novell of any changes to information previously provided. In the event that a possible Related Person Transaction is identified from responses to the questionnaires
or information provided to Novells General Counsel, the General Counsel will obtain and review all information necessary for a complete assessment of the transaction, and will make a preliminary conclusion as to whether a Related Person
Transaction actually exists. If the General Counsels preliminary conclusion is that the transaction would be a Related Person Transaction, the General Counsels preliminary conclusion and all relevant information concerning the
transaction will be presented promptly to the Corporate Governance Committee for its consideration of the transaction. If the General Counsels preliminary conclusion is that the transaction would not be a Related Person Transaction, the
General Counsels preliminary conclusion and rationale for such conclusion will be presented to the Corporate Governance Committee at its next regularly scheduled meeting.

Director Independence

Our Board of Directors has determined that, of its current
directors, Albert Aiello, Fred Corrado, Richard L. Crandall, Gary G. Greenfield, Judith H. Hamilton, Patrick S. Jones, Richard L. Nolan, and John W. Poduska, Sr. are independent as defined by the listing standards of NASDAQ
currently in effect and approved by the SEC and previously determined that Ms. Malone, who retired as of the date of our 2010 Annual Meeting of Stockholders, and Mr. Plaskett and Ms. White, who held office until such date and did not
seek re-election, were independent as defined by the listing standards of NASDAQ then in effect and approved by the SEC. In determining that these directors are independent, our Board of Directors considered Mr. Crandalls role
as the Chairman of the Enterprise Software Roundtable, an organization of the senior leadership of more than 35 of the largest software companies of which we have been a member for the past several years; Mr. Greenfields receipt of funds
in connection with Novells acquisition of Managed Object Solutions, Inc. (Managed Objects), of which he served as a non-employee director, in November 2008, and his relationships with Francisco Partners, L.P., one of the principal
shareholders of Attachmate; Ms. Hamiltons position as a non-employee director of R.R. Donnelley & Sons Company, which provides printing services to Novell; Dr. Poduskas prior ownership interest in a former shareholder
of Managed Objects; and Mr. Aiellos role as the chief executive officer of a privately held Fidelity Investments company and Novells retention of Fidelity to manage its employee 401(k) benefit plan. Our Board of Directors has also
determined that all members of the Compensation Committee meet the outside director standard for purposes of Section 162(m) of the Code. All members of the Audit Committee, the Compensation Committee, and the Corporate Governance
Committee satisfy the independence and/or outside directorship standards applicable to those committees. Ronald W. Hovsepian, our Chief Executive Officer and a member of our Board of Directors, is not independent.



|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------

PricewaterhouseCoopers LLP (PwC) served as our independent registered public accounting firm and audited our consolidated financial statements and our internal control over financial reporting
for fiscal 2010 and 2009, and performed audit-related services and consultation in connection with various accounting and financial reporting matters.

Fees Billed to Novell by PwC during Fiscal 2010 and 2009

Audit Fees

The aggregate fees billed by PwC for the fiscal years ended October 31, 2010 and October 31, 2009 for services rendered for
the integrated audit of our internal control over financial reporting and our annual consolidated financial statements included in the Form 10-K and reviews of our interim consolidated financial statements included in our Quarterly Reports on
Form 10-Q, including services related thereto, as well as the statutory audits of the financial statements of certain of our foreign subsidiaries, were $3.5 million and $3.6 million, respectively.



38



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##### Table of Contents

Audit-Related Fees

The aggregate fees billed by PwC for the fiscal years ended October 31, 2010 and October 31, 2009 for assurance and related services that are reasonably related to the performance of the
integrated audit or reviews of our financial statements and are not reported as Audit Fees, were $2,000 for each year, which was a license fee for an accounting research tool.

Tax Fees

We incurred no tax compliance or advisory fees from PwC for the fiscal
years ended October 31, 2010 and October 31, 2009.

All Other Fees

There were no fees billed by PwC for the fiscal years ended October 31, 2010 and October 31, 2009 for products and services other than those
described above.

Pre-Approval Policies and Procedures

All audit and non-audit services to be performed by our independent registered public accounting firm must be approved in advance by the Audit Committee. As permitted by the SECs rules, the Audit
Committee has authorized each of its members to pre-approve audit, audit-related, tax and non-audit services, provided that such approved service is reported to the full Audit Committee at its next meeting.

As early as practicable in each fiscal year, the independent registered public accounting firm provides to the Audit Committee a schedule of the audit
and other services that the independent registered public accounting firm expects to provide or may provide during the fiscal year. The schedule is specific as to the nature of the proposed services, the proposed fees and other details that the
Audit Committee may request. The Audit Committee, by resolution, authorizes or declines the proposed services. Upon approval, this schedule serves as the budget for fees by specific activity or service for the next twelve months.

A schedule of additional services proposed to be provided by the independent registered public accounting firm, or proposed revisions to services already
approved, along with associated proposed fees, may be presented to the Audit Committee for their consideration and approval at any time. The schedule will be specific as to the nature of the proposed service, the proposed fee, and other details that
the Audit Committee may request. The Audit Committee will by resolution authorize or decline authorization for each proposed new service.

Applicable SEC rules and regulations permit waiver of the pre-approval requirements for services other than audit, review or attest services if certain
conditions are met. None of the services characterized above as Audit-Related and Tax were provided pursuant to such a waiver in fiscal 2010 or 2009.

PART IV



|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------

(a) (1.) Financial Statements:

The following documents were filed as a part of the
Form 10-K:

Consolidated Statements of Operations for the fiscal years ended October 31, 2010, October 31, 2009 and
October 31, 2008.

Consolidated Balance Sheets at October 31, 2010 and October 31, 2009.

Consolidated Statements of Stockholders Equity for the fiscal years ended October 31, 2010, October 31, 2009 and October 31,
2008.



39



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##### Table of Contents

Consolidated Statements of Cash Flows for the fiscal years ended October 31,
2010, October 31, 2009 and October 31, 2008.

Notes to Consolidated Financial Statements.

Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

(2.) Financial Statement Schedules:

The following consolidated financial statement
schedule was included on page 112 of the Form 10-K:

Schedule II  Valuation and Qualifying Accounts

Schedules other than that listed above are omitted because they are not required, not applicable or because the required information is shown in the
consolidated financial statements or notes thereto.

(3.) Exhibits:

A list of the exhibits required to be filed as part of this report is set forth in the Exhibit Index on page 42 of this Form 10-K/A and is incorporated herein by reference.

(b) Exhibits

See Item 15(a)(3).

(c) Financial Statement Schedules

See Item 15(a)(2).



40



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Novell, Inc.
(Registrant)By:

/s/    RONALD W.
HOVSEPIANRonald W. Hovsepian,President and Chief Executive Officer


Date: February 22, 2011



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##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                                                                                                
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                                    
|               | 
|2.1            |  | Agreement and Plan of Merger, dated as of November 21, 2010, by and among the Registrant, Attachmate Corporation and Longview Software Acquisition Corp. (29) (Exhibit
2.1)    
|               | 
|3.1            |  | Restated Certificate of Incorporation. (1) (Exhibit 3.1) and (2) (Exhibit 3.1)                                                                                                 
|               | 
|3.2            |  | By-Laws. (4) (Exhibit 3.2)                                                                                                                                                     
|               | 
|4.1            |  | Form of certificate representing the shares of Novell common stock. (5) (Exhibit 4.3)                                                                                          
|               | 
|4.2            |  | Indenture, dated as of July 2, 2004, between the Registrant and Wells Fargo Bank, National Association, as Trustee. (6) (Exhibit 4.1)                                          
|               | 
|4.3            |  | First Supplemental Indenture, dated as of November 9, 2006, between the Registrant and Wells Fargo Bank, National Association, as Trustee. (7) (Exhibit 99.2)                  
|               | 
|10.1           |  | Registration Rights Agreement, dated July 2, 2004, between the Registrant and Citigroup Global Markets Inc., for itself and on behalf of certain purchasers. (6) (Exhibit
10.1)
|               | 
|10.2*          |  | Novell, Inc. 1989 Employee Stock Purchase Plan (As Amended April 17, 2001). (8) (Exhibit 4.1)                                                                                  
|               | 
|10.3*          |  | Novell, Inc. 1991 Stock Plan (As Amended April 12, 1995). (9) (Exhibit 4.3)                                                                                                    
|               | 
|10.4*          |  | Novell, Inc. 2000 Stock Plan (As Amended April 3, 2003 and May 13, 2008). (23) (Exhibit 10.1)                                                                                  
|               | 
|10.5*          |  | Novell, Inc. 2000 Nonstatutory Stock Option Plan. (10) (Exhibit 4.1)                                                                                                           
|               | 
|10.6*          |  | Novell, Inc. Stock Option Plan for Non-Employee Directors (As Amended January 12, 1996). (11) (Exhibit 4.1)                                                                    
|               | 
|10.7*          |  | Novell, Inc./SilverStream Software, Inc. Amended and Restated 1997 Stock Incentive Plan. (12) (Exhibit 4.2)                                                                    
|               | 
|10.8*          |  | Novell, Inc./SilverStream Software, Inc. 2001 Stock Incentive Plan. (12) (Exhibit 4.3)                                                                                         
|               | 
|10.9*          |  | Novell, Inc./SilverStream Software, Inc./Bondi Software, Inc. Employee Stock Option Plan, As Amended, Effective November 1, 1999. (12) (Exhibit 4.5)                           
|               | 
|10.10*         |  | Novell, Inc. 2009 Omnibus Incentive Plan. (13)                                                                                                                                 
|               | 
|10.11*         |  | Form of Restricted Stock Unit Agreement. (27) (Exhibit 10.4)                                                                                                                   
|               | 
|10.12*         |  | Form of Restricted Stock Unit Agreement. (27) (Exhibit 10.1)                                                                                                                   
|               | 
|10.13*         |  | Form of Restricted Stock Agreement. (27) (Exhibit 10.2)                                                                                                                        
|               | 
|10.14*         |  | Form of Restricted Stock Unit Grant Agreement. (15) (Exhibit 10.6)                                                                                                             
|               | 
|10.15*         |  | Form of Restricted Stock Unit Agreement. (14) (Exhibit 10.2)                                                                                                                   
|               | 
|10.16*         |  | Form of Restricted Stock Unit Agreement. (14) (Exhibit 10.3)                                                                                                                   
|               | 
|10.17*         |  | Form of Nonqualified Stock Option Grant Agreement. (27) (Exhibit 10.3)                                                                                                         
|               | 
|10.18*         |  | Form of 2010 Restricted Stock Unit Agreement. (27) (Exhibit 10.5)                                                                                                              
|               | 
|10.19*         |  | Form of Nonqualified Stock Option Grant Agreement. (15) (Exhibit 10.5)                                                                                                         
|               | 
|10.20*         |  | Form of Nonqualified Stock Option Grant Agreement. (14) (Exhibit 10.4)                                                                                                         
|               | 
|10.21*         |  | Form of Nonqualified Stock Option Grant Agreement. (14) (Exhibit 10.5)                                                                                                         
|               | 
|10.22*         |  | Novell, Inc. Stock-Based Deferred Compensation Plan (As Amended and Restated, Effective January 1, 2009). (17) (Exhibit 10.4)                                                  
|               | 
|10.23*         |  | Novell, Inc. Stock-Based Deferred Compensation Plan  Stock Purchase Assistance Subplan, Effective as of October 14, 2004. (16) (Exhibit 10.13)                                
|               | 
|10.24*         |  | First Amendment to the Novell, Inc. Deferred Compensation Plan (As Amended and Restated, Effective January 1, 2005 for Internal Revenue Code Section 409A). (18) (Exhibit
10.1)
|               | 
|10.25*         |  | Severance Agreement, dated as of May 29, 2003, between the Registrant and Ronald W. Hovsepian. (19) (Exhibit 10.17)                                                            



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##### Table of Contents

|       |  |                                                                                                                                                                                                                                                                               
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.26* |  | Amendment 2005-1 to Severance Agreement, dated as of October 31, 2005, between the Registrant and Ronald W. Hovsepian. (20) (Exhibit 10.18)                                                                                                                                   
|       | 
|10.27* |  | Severance Agreement, dated as of November 28, 2005, between the Registrant and Jeffrey M. Jaffe. (20) (Exhibit 10.23)                                                                                                                                                         
|       | 
|10.28* |  | Severance Agreement, dated as of April 24, 2007, between the Registrant and Dana C. Russell. (21) (Exhibit 10.1)                                                                                                                                                              
|       | 
|10.29* |  | Severance Agreement, dated as of February 8, 2007, between the Registrant and John K. Dragoon. (17) (Exhibit 10.5)                                                                                                                                                            
|       | 
|10.30* |  | Amendment 2007-1 to Severance Agreement, dated as of May 2, 2007, between the Registrant and John K. Dragoon. (17) (Exhibit 10.6)                                                                                                                                             
|       | 
|10.31* |  | Amendment to Severance Agreement, dated as of September 15, 2008, between the Registrant and John K. Dragoon. (17) (Exhibit 10.7)                                                                                                                                             
|       | 
|10.32* |  | Amendment to Severance Agreement, dated as of September 15, 2008, between the Registrant and Ronald W. Hovsepian. (17) (Exhibit 10.10)                                                                                                                                        
|       | 
|10.33* |  | Amendment to Severance Agreement, dated as of September 15, 2008, between the Registrant and Dana C. Russell. (17) (Exhibit 10.11)                                                                                                                                            
|       | 
|10.34* |  | Amendment to Severance Agreement, dated as of September 15, 2008, between the Registrant and Jeffrey M. Jaffe. (17) (Exhibit 10.12)                                                                                                                                           
|       | 
|10.35* |  | Severance Agreement, dated as of February 1, 2007, between the Registrant and Colleen OKeefe. (26) (Exhibit 10.5)                                                                                                                                                            
|       | 
|10.36* |  | Form of Indemnification Agreement. (3) (Exhibit 10.3)                                                                                                                                                                                                                         
|       | 
|10.37* |  | Form of Amendment to Severance Agreement. (3) (Exhibit 10.4)                                                                                                                                                                                                                  
|       | 
|10.38* |  | Amendment to Severance Agreement, dated as of September 15, 2008, between the Registrant and Colleen OKeefe. (26) (Exhibit 10.6)                                                                                                                                             
|       | 
|10.39* |  | Novell, Inc. Non-Employee Director Remuneration and Expense Reimbursement Summary. (30) (Exhibit 10.39)                                                                                                                                                                       
|       | 
|10.40* |  | Stock Option Amendment Agreement, dated as of January 10, 2008, between the Registrant and Dana C. Russell. (23) (Exhibit 10.3)                                                                                                                                               
|       | 
|10.41* |  | Novell, Inc. Deferred Compensation Plan (As Amended and Restated, effective January 1, 2005 for Internal Revenue Code Section 409A). (17) (Exhibit 10.3)                                                                                                                      
|       | 
|10.42* |  | Offer letter, dated and countersigned May 27, 2003, between the Registrant and Ronald W. Hovsepian. (22) (Exhibit 10.28)                                                                                                                                                      
|       | 
|10.43* |  | Offer letter, dated and countersigned November 7, 2005, between the Registrant and Jeffrey M. Jaffe. (22) (Exhibit 10.32)                                                                                                                                                     
|       | 
|10.44* |  | Novell, Inc. Amendment to 2009 Annual Bonus Program for Executives. (24)                                                                                                                                                                                                      
|       | 
|10.45* |  | Novell, Inc. 2010 Annual Incentive Plan for Executives. (25)                                                                                                                                                                                                                  
|       | 
|10.46+ |  | Second Amended and Restated Technical Collaboration Agreement effective November 2, 2006 between the Registrant and Microsoft Corporation. (22) (Exhibit 10.33)                                                                                                               
|       | 
|10.47+ |  | First Amended and Restated Business Collaboration Agreement effective November 2, 2006 between the Registrant and Microsoft Corporation. (22) (Exhibit 10.34)                                                                                                                 
|       | 
|10.48* |  | Separation of Employment and General Release Agreement between the Registrant and Jeffrey M. Jaffe. (26) (Exhibit 10.2)                                                                                                                                                       
|       | 
|10.49* |  | Offer letter, dated October 30, 2006, and countersigned November 3, 2006 between the Registrant and Colleen OKeefe. (26) (Exhibit 10.4)                                                                                                                                      
|       | 
|10.50* |  | One-time incremental retainer to Chairman. (27) (Exhibit 10.6)                                                                                                                                                                                                                
|       | 
|10.51* |  | Letter agreement with Thomas G. Plaskett to amend (1) a Restricted Stock Unit Agreement dated April 7, 2009, (2) a Nonqualified Stock Option Agreement, dated April 7, 2009, and (3)
a Stock Option Agreement Outside Directors Grant dated June 3, 2008. (27) (Exhibit 10.8) 
|       | 
|10.52* |  | Letter agreement with Kathy Brittain White to amend (1) a Restricted Stock Unit Agreement dated April 7, 2009, (2) a Nonqualified Stock Option Agreement dated April 7, 2009, and (3)
a Stock Option Agreement Outside Directors Grant dated June 3, 2008. (27) (Exhibit 10.9)
|       | 
|10.53* |  | Amendment, dated as of June 30, 2010, and Severance Agreement, dated April 30, 2007, between the Registrant and James Ebzery. (28) (Exhibit 10.1)                                                                                                                             



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|          |  |                                                                                                                                                                                                                    
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.54     |  | Patent Purchase Agreement, dated as of November 21, 2010, by and between CPTN Holdings LLC and the Registrant. (30) (Exhibit 10.54)                                                                                
|          | 
|10.55+    |  | Second BCA Joint Memorandum by Microsoft Corporation and the Registrant, dated as of January 16, 2007. (30) (Exhibit 10.55)                                                                                        
|          | 
|10.56+    |  | Participation Agreement, dated as of January 16, 2007, by and between Microsoft Ireland Operations Limited and Novell Ireland Software Limited. (30) (Exhibit 10.56)                                               
|          | 
|10.57+    |  | Third Joint Memorandum by Microsoft Corporation and the Registrant, dated as of May 1, 2007. (30) (Exhibit 10.57)                                                                                                  
|          | 
|10.58+    |  | Fourth Joint Memorandum by Microsoft Corporation and the Registrant, dated as of December 21, 2007. (30) (Exhibit 10.58)                                                                                           
|          | 
|10.59+    |  | Fifth Joint Memorandum by Microsoft Corporation and the Registrant, dated as of January 17, 2008. (30) (Exhibit 10.59)                                                                                             
|          | 
|10.60+    |  | Sixth Joint Memorandum by Microsoft Corporation and the Registrant, dated as of April 10, 2008. (30) (Exhibit 10.60)                                                                                               
|          | 
|10.61+    |  | Seventh Joint Memorandum by Microsoft Corporation and the Registrant, dated as of December 22, 2008. (30) (Exhibit 10.61)                                                                                          
|          | 
|10.62     |  | Eighth Joint Memorandum by Microsoft Corporation and the Registrant, dated as of January 23, 2009. (30) (Exhibit 10.62)                                                                                            
|          | 
|10.63+    |  | First Joint Memorandum by Microsoft Ireland Operations Limited and Novell Ireland Software Limited, dated as of April 9, 2009. (30) (Exhibit 10.63)                                                                
|          | 
|10.64+    |  | Ninth Joint Memorandum by Microsoft Corporation and the Registrant, dated as of January 25, 2010. (30) (Exhibit 10.64)                                                                                             
|          | 
|10.65+    |  | Statement of Work No. 2 under the Technical Collaboration Agreement, between Microsoft Corporation and the Registrant, effective as of September 30, 2008. (30) (Exhibit
10.65)                                    
|          | 
|10.66+    |  | Statement of Work No. SRM 2 under the Technical Collaboration Agreement, between Microsoft Corporation and the Registrant, effective as of December 4, 2008. (30) (Exhibit
10.66)                                  
|          | 
|10.67+    |  | Statement of Work under the Technical Collaboration Agreement, between Microsoft Corporation and the Registrant, effective as of March 24, 2010. (30) (Exhibit
10.67)                                              
|          | 
|10.68+    |  | Statement of Work Regarding Open XML under the Second Amended and Restated Technical Collaboration Agreement, between Microsoft Corporation and the Registrant, effective as of April
1, 2010. (30) (Exhibit 10.68)
|          | 
|10.69+    |  | Amended and Restated Patent Cooperation Agreement, between Microsoft Corporation, Microsoft Licensing, GP and the Registrant, dated as of June 28, 2007. (30) (Exhibit
10.69)                                      
|          | 
|10.70*    |  | Non-Employee Director Remuneration and Expense Reimbursement Summary. (27) (Exhibit 10.7)                                                                                                                          
|          | 
|10.71*    |  | Non-Employee Director Remuneration and Expense Reimbursement Summary. (26) (Exhibit 10.3)                                                                                                                          
|          | 
|21        |  | Subsidiaries of the Registrant. (30) (Exhibit 21)                                                                                                                                                                  
|          | 
|23.1      |  | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. (30) (Exhibit 23.1)                                                                                                          
|          | 
|31.1      |  | Rule 13a-14(a) Certification. (30) (Exhibit 31.1)                                                                                                                                                                  
|          | 
|31.2      |  | Rule 13a-14(a) Certification. (30) (Exhibit 31.2)                                                                                                                                                                  
|          | 
|31.3      |  | Rule 13a-14(a) Certification. (32)                                                                                                                                                                                 
|          | 
|31.4      |  | Rule 13a-14(a) Certification. (32)                                                                                                                                                                                 
|          | 
|32.1      |  | 18 U.S.C. Section 1350 Certification. (31) (Exhibit 32.1)                                                                                                                                                          
|          | 
|32.2      |  | 18 U.S.C. Section 1350 Certification. (31) (Exhibit 32.1)                                                                                                                                                          
|          | 
|101.INS** |  | XBRL Instance. (30) (Exhibit 101.INS)                                                                                                                                                                              
|          | 
|101.SCH** |  | XBRL Taxonomy  Extension Schema. (30) (Exhibit 101.SCH)                                                                                                                                                           
|          | 
|101.CAL** |  | XBRL Taxonomy  Extension Calculation. (30) (Exhibit 101.CAL)                                                                                                                                                      
|          | 
|101.DEF** |  | XBRL Taxonomy  Extension Definition. (30) (Exhibit 101.DEF)                                                                                                                                                       
|          | 
|101.LAB** |  | XBRL Taxonomy  Extension Labels. (30) (Exhibit 101.LAB)                                                                                                                                                           



44



---

##### Table of Contents

|          |  |                                                               
|--------- |  | --------------------------------------------------------------
|          | 
|101.PRE** |  | XBRL Taxonomy  Extension Presentation. (30) (Exhibit 101.PRE)



|* | Indicates management contracts or compensatory plans.
|- | -----------------------------------------------------

|** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes
of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ | Confidential treatment requested for portions of this Exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 as amended, which portions are omitted and
filed separately with the Securities and Exchange Commission.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Quarterly Report on Form 10-Q, filed for the fiscal
quarter ended April 30, 2004 (File No. 0-13351).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Current Report on Form 8-K, filed June 19, 2009
(File No. 0-13351).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Quarterly Report on Form 10-Q, filed for the fiscal
quarter ended April 30, 2009 (File No. 0-13351).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Current Report on Form 8-K, filed March 3, 2010
(File No. 0-13351).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Registration Statement on Form S-1, filed
November 30, 1984, and amendments thereto (File No. 2- 94613).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Quarterly Report on Form 10-Q, filed for the fiscal
quarter ended July 31, 2004 (File No. 0-13351).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Current Report on Form 8-K, filed November 15,
2006 (File No. 0-13351).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Registration Statement on Form S-8, filed
October 12, 2001 (File No. 333-71502).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Post-Effective Amendment No. 1 to its Registration
Statement on Form S-8, filed May 30, 1996 (File No. 033-48395).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Registration Statement on Form S-8, filed July 13,
2000 (File No. 333-41328).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Registration Statement on Form S-8, filed May 30,
1996 (File No. 333-04823).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Registration Statement on Form S-8, filed
August 6, 2002 (File No. 333-97713).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | 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.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Current Report on Form 8-K, filed April 9, 2009
(File No. 0-13351).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants
|---- | -----------------------------------------------------------------------------------------------------------



45



---

##### Table of Contents

| | Quarterly Report on Form 10-Q, filed for the fiscal quarter ended July 31, 2009 (File No. 0-13351).
| | ---------------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Annual Report on Form 10-K, filed for the fiscal year
ended October 31, 2004 (File No. 0-13351).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Quarterly Report on Form 10-Q, filed for the fiscal
quarter ended January 31, 2009 (File No. 0-13351).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Current Report on Form 8-K, filed November 2, 2009
(File No. 0-13351).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(19) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Annual Report on Form 10-K, filed for the fiscal year
ended October 31, 2003 (File No. 0-13351).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(20) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Annual Report on Form 10-K, filed for the fiscal year
ended October 31, 2005 (File No. 0-13351).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(21) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Current Report on Form 8-K, filed April 27, 2007
(File No. 0-13351).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(22) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Annual Report on Form 10-K, filed for the fiscal year
ended October 31, 2006 (File No. 0-13351).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(23) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Quarterly Report on Form 10-Q, filed for the fiscal
quarter ended July 31, 2008 (File No. 0-13351).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(24) | Incorporated by reference to the information provided pursuant to Item 5.02(e) of the Registrants Current Report on Form 8-K, filed April 13, 2009 (File
No. 0-13351).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(25) | Incorporated by reference to the information provided pursuant to Item 5.02(e) of the Registrants Current Report on Form 8-K, filed December 11, 2009
(File No. 0-13351).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(26) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Quarterly Report on Form 10-Q, filed for the fiscal
quarter ended January 31, 2010 (File No. 0-13351).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(27) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Quarterly Report on Form 10-Q, filed for the fiscal
quarter ended April 30, 2010 (File No. 0-13351).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(28) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Quarterly Report on Form 10-Q, filed for the fiscal
quarter ended July 31, 2010 (File No. 0-13351).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(29) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Current Report on Form 8-K/A, filed November 22,
2010 (File No. 0-13351).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(30) | Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrants Annual Report on Form 10-K, filed for the fiscal year
ended October 31, 2010 (File No. 0-13351).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(31) | Incorporated by reference to the Exhibit identified in parentheses, furnished as an exhibit to the Registrants Annual Report on Form 10-K, filed for the fiscal
year ended October 31, 2010 (File No. 0-13351).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(32) | Filed herewith.
|---- | ---------------



46