**EXHIBIT 10.30**   **Novell** August 31, 2005     **Personal and Confidential**     Mr. Tom Francese  14323 Geronimo Street  Leander, TX 78641     Dear Tom,     On behalf of Novell, Inc. (“Novell”), I am pleased to offer you the positionof Senior Vice President, President Novell EMEA (Europe, Middle East & Asia)Operations. In this position, you will be reporting directly to RonaldHovsepian, the Executive Vice President, President Worldwide Operations, andyour responsibilities will be those commonly associated with the position ofSenior Vice President, President Novell EMEA Operations. Your expectedstart date with Novell will be mutually agreed to between you and RonaldHovsepian, but in no event will it be later than October 1, 2005. Thisappointment is subject to approval by Novell’s Board of Directors pursuantto Novell’s Statement on Corporate Governance.     Your base salary will be no less then $18,750 per bi-monthly pay period(less applicable tax withholding), which is $450,000 annualized (lessapplicable tax withholding). In addition to your base salary, startingNovember 1, 2005, you will be eligible to participate in Novell’s AnnualBonus Program. Your bonus will be based on the attainment of certainperformance goals, which may be determined based on your individualperformance, the performance of your group and/or Novell’s performance.These goals will be established by Novell, and your annualized target bonuswill represent a percentage of your annual base salary, which will be up to100% of your base salary if all of the designated performance goals are metat target. For the fiscal year 2006, Novell will guarantee 50% of yourtarget incentive bonus.     You will also receive a one-time sign-on bonus equal to $300,000 (lessapplicable tax withholding). This sign-on bonus will be paid to you in alump sum cash payment on the next reasonable pay period that follows yourcommencement of your employment with Novell.     Subject to the approval of Novell’s Compensation Committee, aftercommencement of your employment with Novell, you will be granted anon-qualified stock option to purchase 100,000 shares of Novell common stockunder one of Novell’s equity compensation plans. These options will vest25% per annum as long as you are employed by Novell on the applicablevesting date. In addition, subject to the approval of Novell’s CompensationCommittee, after commencement of your employment with Novell, you will begranted a non-qualified stock option to purchase an additional 100,000shares of Novell common stock under one of Novell’s stock option plans.These options will vest based on the attainment of performance goals.Specifically, 50,000 of such options will vest when the 30-day average fairmarket value of Novell’s common stock (based on the market close stock priceon trading days) equals an amount 10% greater than the exercise price setforth in the stock option on the date of
 

 
Mr. Tom FranceseAugust 31, 2005Page 2     grant. The other 50,000 of such options will vest when the 30-day averagefair market value of Novell’s common stock (based on the market close stockprice on trading days) equals an amount 15% greater than the exercise priceset forth in the stock option on the date of grant, plus 10%, provided ineach case you are employed by Novell on the applicable vesting date. Theother terms and conditions of these stock option grants will be as set forthin Novell’s standard stock option agreement, which will be provided to youafter your stock option grants are approved by the Compensation Committee.     In addition, subject to the approval of Novell’s Compensation Committee,after commencement of your employment with Novell, you will be granted100,000 shares of restricted stock, at a purchase price of $0.10 per share,under one of Novell’s equity compensation plans. 50,000 of the shares ofrestricted stock will vest 1/3 per annum as long as you are employed byNovell on the applicable vesting date. The remaining 50,000 shares ofrestricted stock will vest based on the attainment of performance goals.Specifically, 25,000 of such shares will vest when the 30-day average fairmarket value of Novell’s common stock (based on the market close stock priceon trading days) equals an amount 10% greater than the fair market value ofthe shares underlying the restricted stock grant on the date of grant. Theother 25,000 of such shares will vest when the 30-day average fair marketvalue of Novell’s common stock (based on the market close stock price ontrading days) equals an amount 15% greater than the fair market value of theshares underlying the restricted stock grant on the date of grant, plus 10%,provided in each case you are employed by Novell on the applicable vestingdate. The other terms and conditions of your restricted stock grants will beas provided in Novell’s standard restricted stock agreement, which will beprovided to you after your restricted stock grants are approved by theCompensation Committee.     In addition to your initial stock option and restricted stock grants, youwill be eligible to participate in Novell’s discretionary Executive LongTerm Incentive Equity Plan, which will provide you with the opportunity toreceive annual stock option grants to purchase Novell common stock, subjectto the approval by Novell’s Compensation Committee.     As a Senior Vice President of Novell, a condition of your continuedemployment will be your participation in the Novell, Inc. Stock OwnershipProgram. This program requires the Company’s leaders to obtain a minimumpersonal ownership level in Company stock over a five-year period. ForSenior Vice Presidents, such minimum ownership is equal to two times yourbase salary as of the effective date of your participation in the program.For further details concerning the Program, please contact me.     Each year you are working in EMEA for Novell, you will receive an annualcash allowance of $250,000 (less applicable tax withholding), which isintended to compensate you for a portion of your expenses associated withyour housing, car, cost of living, continuation of your residence in Texas,and the storage of your household goods. Further, during this period,Novell will reimburse you for the cost of you, your wife and two children totravel to the United States, up to a maximum reimbursement of $24,000 netper year, subject to your submission of the appropriate documentation toreceive reimbursement in accordance with Novell’s reimbursement policies.At the end of your assignment in EMEA,
 

 
Mr. Tom FranceseAugust 31, 2005Page 3     Novell will reimburse you for the costs associated with your move back tothe United States, up to a maximum reimbursement of $50,000, subject to yoursubmission of the appropriate documentation to receive reimbursement inaccordance with Novell’s reimbursement policies.     Lastly, in addition to the foregoing benefits, Novell offers an outstandingbenefits package, which we view as an important part of our compensationprogram. The full range of benefits include: a 401(k) plan, life, medical,dental and disability insurance coverage, four weeks of vacation per year,and financial planning (up to a maximum cost of $20,000 per year).     While your employment with Novell is for no particular duration and isat-will, meaning that Novell or you may terminate the employmentrelationship at any time, with or without cause and with or without priornotice, you will be entitled to receive certain severance benefits if youexecute the severance agreement that is attached to this offer letter as**Exhibit A**(the “Severance Agreement”), experience a termination that iscovered by the Severance Agreement and comply with the terms and conditionsof the Severance Agreement. Among the requirements of the SeveranceAgreement is that you comply with its confidentiality, non-competition andnon-solicitation obligations and limitations. This offer is expresslycontingent on your execution of the attached Severance Agreement.     Lastly, this offer is expressly contingent on your agreement to the terms,and execution, of the attached Intellectual Property Agreement (the“Intellectual Property Agreement”), a copy of which is attached as **ExhibitB**, as well as agreeing to be bound by the terms and conditions of Novell’sCode of Business Ethics and such other agreements required for employees ofNovell.     *       *       *       *       *     Federal employment law requires that you provide verification of youreligibility to work in the United States before you start employment. As aresult, this offer is contingent on you providing the necessaryverification. Please review the I-9 instructions and bring the appropriateidentification necessary to complete the form on your first day ofemployment.     The above terms of this offer letter set forth the entire terms andconditions of your offer of employment with Novell and supersede all prioror contemporaneous agreements, representations or understandings, written ororal, by or between Novell and you concerning the terms and conditions ofyour employment. This offer letter may only be modified by a writtenagreement signed by you and Novell’s Senior Vice President, People.     This offer will remain valid through August 31, 2005. Please signifyacceptance of this offer by signing the “Acceptance and Acknowledgment” atthe end of this offer letter. In addition, please signify your acceptanceto the terms and conditions of the Severance Agreement by signing theSeverance Agreement attached as **Exhibit A**and the Intellectual PropertyAgreement by signing the Intellectual Property Agreement attached as **ExhibitB**. Return the signed copy of this document, along with the SeveranceAgreement and Intellectual Property Agreement, to Novell Human Resources c/oAlan Friedman (at 404 Wyman St.,
 

 
Mr. Tom FranceseAugust 31, 2005Page 4     Suite 500, Waltham, MA 02451) in the enclosed pre-addressed envelope, andretain any copies for your files.     We look forward to your joining Novell and we are eager to see the resultsof your contributions to Novell as you offer your considerable talents andabilities — and hope that we in turn enrich your career and contribute tothe fulfillment of your professional goals. If you have questions or wishto discuss this offer, please contact me.     Sincerely,     /s/ Alan J. Friedman     Alan J. Friedman  Senior Vice President, People
 

 
Mr. Tom FranceseAugust 31, 2005Page 5     **ACCEPTANCE AND ACKNOWLEDGMENT**     I accept the offer of employment from Novell as set forth in this offerletter and I understand that this offer of employment is conditioned on myexpress agreement to the terms set forth in this offer letter and thefollowing terms:     I understand that my employment is “at-will” and, as such, Novell or I mayterminate my employment for any reason at any time. There are norepresentations or promises that my employment will continue for a specificperiod.     Additionally, I acknowledge that this offer of employment is contingent uponsuccessful completion of a background check, which is currently in progress,and, if applicable, upon authorization in the form of an export license fromthe U.S. Dept. of Commerce, Bureau of Export Administration, Office ofExport Licensing or the U.S. Department of State, Office of Defense TradeControls.     I understand that the terms and conditions described in this offer letterare the terms and conditions of my employment. In addition, I understandthat any promotions, increases in compensation and/or offers regarding otherpositions must be in writing and signed by my manager and the appropriateindividual in the Human Resources Department. I understand that Novell maymodify benefits as well as other plans and programs from time to time as itdeems necessary, including modifying plans and programs in order to bringthem into compliance with current law, as determined by Novell in its solediscretion. As an employee of Novell, I understand and agree thatI will be bound to abide by Novell’s policies and procedures.     The interpretation, performance and enforcement of this offer letter shallbe governed by and construed in accordance with, the laws of theCommonwealth of Massachusetts, without reference to conflicts of lawsprinciples. In addition, I agree that any dispute, claim or proceedingarising out of or relating to this offer letter shall be commenced andmaintained in any state or federal court in the Commonwealth ofMassachusetts and I submit to the exclusive venue and jurisdiction of suchcourt. The language of all parts of this offer letter shall be construed asa whole according to its fair meaning and shall not be construed strictlyeither for or against either party. Moreover, the terms “and,” and “or”shall both mean “and/or.”     I acknowledge and agree that my agreement to the provisions set forth hereinwas a material inducement to Novell’s agreement to offer me the position ofSenior Vice President, President Novell EMEA Operations. I agree that therepresentations contained in this offer letter are necessary for theprotection of the business and goodwill of Novell and I consider them to bereasonable for such purpose, given that Novell conducts business worldwideand that a competitive business may be carried out anywhere in the world asa result of advanced communications technology. I agree that any breach orthreatened breach of any provision of this offer letter (including, but notlimited to, the confidentiality, non-competition, and non-solicitationprovisions contained in the Severance Agreement attached as **Exhibit A**andthe Intellectual Property
 

 
Mr. Tom FranceseAugust 31, 2005Page 6     Agreement attached as **Exhibit B**) will cause Novell substantial andirrevocable damage and monetary damages would be inadequate to compensateNovell and, in addition to any other remedies or rights it may have, Novellshall be entitled to seek an injunction and all other available equitablerelief to enforce the terms of this offer letter. Each provision hereinshall be treated as a separate and independent clause, and theunenforceability of any one clause shall in no way impair the enforceabilityof any of the other clauses of the offer letter. If any provision of thisoffer letter shall for any reason be held to be excessively broad as tolength of time, scope, range of activities, geographic area or otherwise soas to be unenforceable at law, such provision(s) shall be reformed andconstrued by the appropriate judicial body to the fullest extentenforceable, and the remaining provisions of this offer letter will not beaffected.       /s/ Thomas M. Francese Signature         Thomas M. Francese Printed Name         9/2/2005 Date  
 

 
Mr. Tom FranceseAugust 31, 2005Page 7**Exhibit A****Severance Agreement**
 

 
Mr. Tom FranceseAugust 31, 2005Page 8**Exhibit B****Intellectual Property Agreement**