exv10w29



 








EXHIBIT 10.29




Novell




Dear Susan:



We are pleased to extend an invitation to you to join the Novell team as General Manager of the
Midwest Area Sales based out of our Rolling Meadows, Illinois office and employed by Novell Canada,
Ltd. The start date of this offer is March 8,2004. This position reports directly to Ron
Hovsepian, your manager and the President of North America Ops.



Your total target compensation at Novell will be $400,000.00 USD annualized (less applicable
withholding) and will be paid to you in Canadian dollars in accordance with our Canadian payroll
practices. At an exchange rate of .76, this equals $526,315.79 Canadian dollars annualized (less
applicable withholding). Your total target compensation is composed of 60% base salary and 40%
target Incentive. The amount of target incentive you will earn depends on your achievement of
certain objectives established by your manager and/or department. Your base salary will be
$13,157.89 CAN semi-monthly (less applicable withholding), which is $316,789.46 CAN annualized
(less applicable withholding), payable in accordance with Novell’s payroll procedures. If you
achieve your incentive target at 100%, you will earn $210,526.32 CAN (less applicable withholding).
For your first three months of employment, the company will grant you a three-month
non-recoverable draw equal to 100% of your monthly target Incentive. Therefore, you will receive
$17,543.86 CAN (less applicable withholding) at the end of each month during the three-month
period. The current exchange rate of .76 will be used during your first twelve months of
employment with Novell. After your first year of employment a new rate of exchange between US and
Canadian dollars will be established and your salary will be adjusted to match the new rate of
exchange for your total target earnings in the new year. This process will be repeated annually in
making a salary adjustment tied to the current rate of exchange. Further details are available
from your manager, Ron Hovsepian and HR Vice President, Glade Nelson.



Novell has a highly competitive benefits package that you are eligible to receive at employment
date, to include, without limitation, the accrual of 20 vacation days during your first 12 months
of employment Your accrual of vacation days will not decrease below a minimum of 20 days during
your employment with Novell. Benefits details are available through Human Resources.



You will be recommended to the Option Grant Committee, at the first Committee meeting following
your start date, to be granted 30,000 (thirty thousand) non-qualified stock options (“Options”) to
purchase shares of Novell, Inc. common stock at the fair market value on the
date of the meeting, in accordance with Novell’s current Stock Plan (as amended) and the standard
form of option agreement. The Shareholder Services Department will issue documentation confirming
the action of the Committee approximately eight weeks following the Committee meeting.




 









 








You will be recommended to the Option Grant Committee, at the first Committee meeting following
your start date, to be granted the right to purchase 10,000 (ten thousand) shares of Novell common
stock (consistent with the terms of the applicable Novell restricted stock plan). This recommended
grant is subject to the approval of the Committee and is in their sole discretion. If the right to
purchase these shares of Novell Common stock is granted by the Committee, then such grant will be
subject to forfeiture or a repurchase right In favor of Novell if you terminate employment prior to
the lapse of restrictions on the shares. The restricted stock will vest according to the following
vesting schedule, if you are employed by Novell on the applicable date; 100% cliff vest on the
third anniversary of the date of grant.



Novell will provide you with assistance in completing your visa application in order to work in the
US. It is expected that you will conduct yourself in such a manner that you will not jeopardize the
application process or your eligibility for Visa approval. Please contact Michelle K. Donohue,
Manager, Immigration and Relocation for immigration questions. Her contact information is as
follows:

 Michelle.Kelly-Donohue@novell.com , phone: 781-464-8192.



Novell will cover the costs associated with the preparation of your US and Canadian tax returns, up
to $3000 CAN, and provided the entity retained to perform such services is designated by Novell.
No tax equalization will be provided. You will be responsible for both the Canadian taxes and US
taxes that arise as a result of your living In Canada and working in the US.



Because this position will involve regular travel to Novell’s office in Rolling Meadows, Illinois,
Novell will either arrange for or reimburse you for your travel to that office and, if necessary,
to other locations in the United States and Canada.



You may terminate your employment at any time by giving Novell two (2) weeks’ prior written notice;
however, it is understood and agreed that Novell will be entitled to waive all or part of that
notice and accept your resignation at an earlier effective date. In the event that Novell decides
to terminate your employment, it may do so, for cause, at any time without notice or payment in
lieu of notice. In the absence of cause, Novell may terminate your employment upon the provision
of the greater of (a) prior written notice or payment in lieu of notice and, if applicable,
severance pay in accordance with the Employment Standards Ad, 2000; and (b) six (6) months’ base
salary. You agree that such notice or payment will be accepted and received by you in lieu of any
additional notice, statutory severance pay, claim for dismissal damages, or other compensation of
any kind. If Novell provides you with a payment that is greater than the notice and severance pay
to which you would otherwise be entitled under the Employment Standards Act, 2000, it will require
you to execute a full and final release in its favor, in a form acceptable to Novell.



Please show your acceptance of this offer by signing in the space below, return one copy to me and
retain the second for your files. By signing this letter, you will also confirm that this
agreement supersedes and prevails over all other prior agreements, understandings or
representations of Novell. This offer is contingent on the successful completion of background and
reference checks.




 









 








The terms described in this letter will be the terms of your employment. Any additions or
modifications to these need to be in writing and signed by you and the Human Resources Department
of Novell Canada. The provisions of this letter shall be governed by and construed in accordance
with the laws of the province of Ontario, Canada. As such, you will be an employee of Novell
Canada, Ltd.



Novell’s success depends directly on the quality of its people. We endeavour to provide all
employees with a stimulated, rewarding environment in which they can maximize to their
potential. Susan, I look forward to your joining Novell for a mutually beneficial
relationship. If you have any questions or wish to discuss this offer, please feel free to
contact me at (801)861-5304.



Yours truly,




/s/ Glade Nelson

Glade Nelson

Vice President Human Resources

North America Reid Operations




Please fax your acceptance to 801-861-5520 and then mail the original to
Novell, Inc. 1800 South Novell Place, Attn: Judy King, PRV-D-232, Provo, UT 84606-6194.



 









 





Offer of Employment Accepted:



I confirm having read and accepted the foregoing terms of employment and acknowledge having
received a true copy of this agreement



/s/ Susan Heystee          Date: Feb. 14, 2004

Susan Heystee




Anticipated Start Date: March 8,2004