exv10w30



 





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 position
of Senior Vice President, President Novell EMEA (Europe, Middle East & Asia)
Operations. In this position, you will be reporting directly to Ronald
Hovsepian, the Executive Vice President, President Worldwide Operations, and
your responsibilities will be those commonly associated with the position of
Senior Vice President, President Novell EMEA Operations. Your expected
start date with Novell will be mutually agreed to between you and Ronald
Hovsepian, but in no event will it be later than October 1, 2005. This
appointment is subject to approval by Novell’s Board of Directors pursuant
to 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 (less
applicable tax withholding). In addition to your base salary, starting
November 1, 2005, you will be eligible to participate in Novell’s Annual
Bonus Program. Your bonus will be based on the attainment of certain
performance goals, which may be determined based on your individual
performance, the performance of your group and/or Novell’s performance.
These goals will be established by Novell, and your annualized target bonus
will represent a percentage of your annual base salary, which will be up to
100% of your base salary if all of the designated performance goals are met
at target. For the fiscal year 2006, Novell will guarantee 50% of your
target incentive bonus.
	 
	 	 
	 

	 	You will also receive a one-time sign-on bonus equal to $300,000 (less
applicable tax withholding). This sign-on bonus will be paid to you in a
lump sum cash payment on the next reasonable pay period that follows your
commencement of your employment with Novell.
	 
	 	 
	 

	 	Subject to the approval of Novell’s Compensation Committee, after
commencement of your employment with Novell, you will be granted a
non-qualified stock option to purchase 100,000 shares of Novell common stock
under one of Novell’s equity compensation plans. These options will vest
25% per annum as long as you are employed by Novell on the applicable
vesting date. In addition, subject to the approval of Novell’s Compensation
Committee, after commencement of your employment with Novell, you will be
granted a non-qualified stock option to purchase an additional 100,000
shares 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 fair
market value of Novell’s common stock (based on the market close stock price
on trading days) equals an amount 10% greater than the exercise price set
forth in the stock option on the date of






 









 





Mr. Tom Francese

August 31, 2005

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	 	grant. The other 50,000 of such options will vest when the 30-day average
fair market value of Novell’s common stock (based on the market close stock
price on trading days) equals an amount 15% greater than the exercise price
set forth in the stock option on the date of grant, plus 10%, provided in
each case you are employed by Novell on the applicable vesting date. The
other terms and conditions of these stock option grants will be as set forth
in Novell’s standard stock option agreement, which will be provided to you
after 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 granted
100,000 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 of
restricted stock will vest 1/3 per annum as long as you are employed by
Novell on the applicable vesting date. The remaining 50,000 shares of
restricted stock will vest based on the attainment of performance goals.
Specifically, 25,000 of such shares will vest when the 30-day average fair
market value of Novell’s common stock (based on the market close stock price
on trading days) equals an amount 10% greater than the fair market value of
the shares underlying the restricted stock grant on the date of grant. The
other 25,000 of such shares will vest when the 30-day average fair market
value of Novell’s common stock (based on the market close stock price on
trading days) equals an amount 15% greater than the fair market value of the
shares underlying the restricted stock grant on the date of grant, plus 10%,
provided in each case you are employed by Novell on the applicable vesting
date. The other terms and conditions of your restricted stock grants will be
as provided in Novell’s standard restricted stock agreement, which will be
provided to you after your restricted stock grants are approved by the
Compensation Committee.
	 
	 	 
	 

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

	 	As a Senior Vice President of Novell, a condition of your continued
employment will be your participation in the Novell, Inc. Stock Ownership
Program. This program requires the Company’s leaders to obtain a minimum
personal ownership level in Company stock over a five-year period. For
Senior Vice Presidents, such minimum ownership is equal to two times your
base 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 annual
cash allowance of $250,000 (less applicable tax withholding), which is
intended to compensate you for a portion of your expenses associated with
your 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 to
travel to the United States, up to a maximum reimbursement of $24,000 net
per year, subject to your submission of the appropriate documentation to
receive reimbursement in accordance with Novell’s reimbursement policies.
At the end of your assignment in EMEA,






 









 






Mr. Tom Francese

August 31, 2005

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	 	Novell will reimburse you for the costs associated with your move back to
the United States, up to a maximum reimbursement of $50,000, subject to your
submission of the appropriate documentation to receive reimbursement in
accordance with Novell’s reimbursement policies.
	 
	 	 
	 

	 	Lastly, in addition to the foregoing benefits, Novell offers an outstanding
benefits package, which we view as an important part of our compensation
program. 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 is
at-will, meaning that Novell or you may terminate the employment
relationship at any time, with or without cause and with or without prior
notice, you will be entitled to receive certain severance benefits if you
execute the severance agreement that is attached to this offer letter as
Exhibit A (the “Severance Agreement”), experience a termination that is
covered by the Severance Agreement and comply with the terms and conditions
of the Severance Agreement. Among the requirements of the Severance
Agreement is that you comply with its confidentiality, non-competition and
non-solicitation obligations and limitations. This offer is expressly
contingent on 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 Exhibit
B, as well as agreeing to be bound by the terms and conditions of Novell’s
Code of Business Ethics and such other agreements required for employees of
Novell.
	 
	 	 
	 

	 	*       *       *       *       *
	 
	 	 
	 

	 	Federal employment law requires that you provide verification of your
eligibility to work in the United States before you start employment. As a
result, this offer is contingent on you providing the necessary
verification. Please review the I-9 instructions and bring the appropriate
identification necessary to complete the form on your first day of
employment.
	 
	 	 
	 

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

	 	This offer will remain valid through August 31, 2005. Please signify
acceptance of this offer by signing the “Acceptance and Acknowledgment” at
the end of this offer letter. In addition, please signify your acceptance
to the terms and conditions of the Severance Agreement by signing the
Severance Agreement attached as Exhibit A and the Intellectual Property
Agreement by signing the Intellectual Property Agreement attached as Exhibit
B. Return the signed copy of this document, along with the Severance
Agreement and Intellectual Property Agreement, to Novell Human Resources c/o
Alan Friedman (at 404 Wyman St.,






 









 





Mr. Tom Francese

August 31, 2005

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	 	Suite 500, Waltham, MA 02451) in the enclosed pre-addressed envelope, and
retain any copies for your files.
	 
	 	 
	 

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

	 	Sincerely,
	 
	 	 
	 

	 	/s/ Alan J. Friedman
	 
	 	 
	 

	 	Alan J. Friedman
	 

	 	Senior Vice President, People






 









 





Mr. Tom Francese

August 31, 2005

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	 	ACCEPTANCE AND ACKNOWLEDGMENT
	 
	 	 
	 

	 	I accept the offer of employment from Novell as set forth in this offer
letter and I understand that this offer of employment is conditioned on my
express agreement to the terms set forth in this offer letter and the
following terms:
	 
	 	 
	 

	 	I understand that my employment is “at-will” and, as such, Novell or I may
terminate my employment for any reason at any time. There are no
representations or promises that my employment will continue for a specific
period.
	 
	 	 
	 

	 	Additionally, I acknowledge that this offer of employment is contingent upon
successful completion of a background check, which is currently in progress,
and, if applicable, upon authorization in the form of an export license from
the U.S. Dept. of Commerce, Bureau of Export Administration, Office of
Export Licensing or the U.S. Department of State, Office of Defense Trade
Controls.
	 
	 	 
	 

	 	I understand that the terms and conditions described in this offer letter
are the terms and conditions of my employment. In addition, I understand
that any promotions, increases in compensation and/or offers regarding other
positions must be in writing and signed by my manager and the appropriate
individual in the Human Resources Department. I understand that Novell may
modify benefits as well as other plans and programs from time to time as it
deems necessary, including modifying plans and programs in order to bring
them into compliance with current law, as determined by Novell in its sole
discretion. As an employee of Novell, I understand and agree that
I will be bound to abide by Novell’s policies and procedures.
	 
	 	 
	 

	 	The interpretation, performance and enforcement of this offer letter shall
be governed by and construed in accordance with, the laws of the
Commonwealth of Massachusetts, without reference to conflicts of laws
principles. In addition, I agree that any dispute, claim or proceeding
arising out of or relating to this offer letter shall be commenced and
maintained in any state or federal court in the Commonwealth of
Massachusetts and I submit to the exclusive venue and jurisdiction of such
court. The language of all parts of this offer letter shall be construed as
a whole according to its fair meaning and shall not be construed strictly
either 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 herein
was a material inducement to Novell’s agreement to offer me the position of
Senior Vice President, President Novell EMEA Operations. I agree that the
representations contained in this offer letter are necessary for the
protection of the business and goodwill of Novell and I consider them to be
reasonable for such purpose, given that Novell conducts business worldwide
and that a competitive business may be carried out anywhere in the world as
a result of advanced communications technology. I agree that any breach or
threatened breach of any provision of this offer letter (including, but not
limited to, the confidentiality, non-competition, and non-solicitation
provisions contained in the Severance Agreement attached as Exhibit A and
the Intellectual Property






 









 





Mr. Tom Francese

August 31, 2005

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






	 	 	 	 	 
	 

	 	/s/ Thomas M. Francese
 

Signature
	 	 
	 
	 	 	 	 
	 

	 	Thomas M. Francese
 

Printed Name
	 	 
	 
	 	 	 	 
	 

	 	9/2/2005
 

Date
	 	 






 









 





Mr. Tom Francese

August 31, 2005

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Exhibit A




Severance Agreement




 









 





Mr. Tom Francese

August 31, 2005

Page 8






Exhibit B




Intellectual Property Agreement