exv10w32



 





EXHIBIT 10.32





	Novell
 
	 	November 7, 2005
	 
	 	 	Personal and Confidential
	 
	 	 	Dr. Jeffrey M. Jaffe

2 Crabapple Court

Monsey, New York 10952
	 
	 	 	Dear Jeff,
	 
	 	 	On behalf of Novell, Inc. (“Novell”), I am pleased to offer you the position
of Executive Vice President of Worldwide Product Business Units and
Technology. In this position, you will be reporting directly to Ron
Hovsepian, President and Chief Operating Officer of Novell, and your
responsibilities will be those commonly associated with the position of
Executive Vice President of Worldwide Product Business Units and Technology.
Your expected start date with Novell will be mutually agreed to between you
and Ron Hovsepian, but in no event will it be later than December 12, 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 on
your employment commencement date, you will be eligible to participate in
Novell’s discretionary 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. If all of the performance goals designated for you are met at
target your bonus will be 100% of your base salary. During the first year
of your participation in Novell’s discretionary Annual Bonus Program your
bonus will not be less than 50% of your base salary.
	 
	 	 	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
commencement of your employment with Novell. Additionally, in the event
that you are not terminated for cause or you do not resign from your
position with Novell within the first year of your employment commencement
date, you will receive a lump sum cash payment equal to $600,000 (less
applicable tax withholding.) This amount will be paid to you on the next
reasonable pay period that follows the first anniversary of your employment
commencement date.
	 
	 	 	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. This option will vest 25%
per annum as long as you are employed by Novell on the applicable vesting
date. In





 









 





Mr. Jeff Jaffe

November 7, 2005

Page 2




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 200,000 shares of
Novell common stock under one of Novell’s stock option plans. This option
will vest based on the attainment of performance goals. Specifically,
100,000 of the shares subject to the option will vest over a four (4) year
period if Novell achieves certain operating revenue targets over such
period, with (i) 25% of the shares vesting if operating revenue for the
fiscal year is at least 105%, but less than 110%, of the budgeted revenue
for the fiscal year, and (ii) 50% of the shares vesting if operating revenue
for the fiscal year is at least 110% of the budgeted revenue for the fiscal.
The other 100,000 shares subject to the option will vest over a four (4)
year period if Novell achieves certain operating profit targets over such
period, with (i) 25% of the shares vesting if operating profit for the
fiscal year is at least 110%, but less than 115%, of the budgeted profit for
the fiscal year, and (ii) 50% of the shares vesting if operating profit for
the fiscal year is at least 115% of the budgeted profit for the fiscal. The
budgeted revenue and profit targets for a fiscal year will be specified in
your stock option agreement at the time of grant. 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. The shares of restricted
stock will vest 1/3 per annum as long as you are employed by Novell on the
applicable vesting date.




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 of Novell’s Compensation Committee. If your employment with
Novell commences prior to December 1, 2005, you will be eligible to
participate in Novell’s discretionary Executive Long Term Incentive Equity
Plan for option grants awarded in December of 2005, subject to the approval
of Novell’s Compensation Committee.




As an Executive Vice President of Novell, a condition of your continued
employment will be your participation in the Novell Stock Ownership Program.
This program requires Novell’s leaders to obtain a minimum personal
ownership level in Novell stock over a five-year period. For Executive 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.




If you accept this offer of employment, in lieu of your participation in
Novell’s standard relocation program for your move to Boston, Massachusetts,
you will receive a lump sum after-tax cash payment equal to $75,000 that
will be paid to you on the next reasonable payroll period that occurs after
your first day of employment with Novell; however, if, at any time within
the one (1) year period after your employment commencement date, Novell
terminates your employment



 









 






Mr. Jeff Jaffe

November 7, 2005

Page 3



for cause or you resign from your position with Novell for any reason, you
will be required to immediately repay to Novell the entire before-tax cash
value of this payment.




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, and four weeks of vacation per
year. Further, in order to reimburse you for a portion of the costs of your
personal annual financial planning, you will receive an annual lump sum cash
payment of $20,000 (less applicable tax withholding), which will be paid to
you on the next reasonable pay period that follows April 1 of each calendar
year. This cash payment is expressly conditioned on you being employed by
Novell on April 1 of each calendar year for which the payment will be made.




As you know, the position of Executive Vice President of Worldwide Product
Business Units and Technology will require you to have a U.S. government
“top secret” clearance. Please let me know if there is anything we can do
to assist you in transferring your existing clearance from the U.S.
government.




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.



 









 





Mr. Jeff Jaffe

November 7, 2005

Page 4



This offer will remain valid through November 16, 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., 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