Non-Employee Director Remuneration & Expense Reimbursement Summary



 Exhibit 10.2 
 Non-Employee Director Remuneration 
 and 
 Expense Reimbursement Summary 
  

	1.	Cash Compensation 

  

	 	a)	Annual Retainers 

  

	 	•	 	 A non-employee Chairperson of the Board of Directors shall receive an annual Board retainer of $125,000.00 paid quarterly in advance on
May 1, August 1, November 1, and February 1 


  

	 	•	 	 Each non-employee member of the Board of Directors other than the non-employee Chairperson shall receive an annual Board retainer of $50,000.00 paid quarterly in
advance on May 1, August 1, November 1, and February 1 


  

	 	•	 	 The non-employee director who serves as Chairperson of the Audit Committee shall receive, in addition to his or her Board retainer, an annual Committee retainer of
$20,000.00 paid quarterly in advance on May 1, August 1, November 1, and February 1 


  

	 	•	 	 Each non-employee director who serves as Chairperson of a Board Committee other than the Audit Committee shall receive, in addition to his or her Board retainer, an
annual Committee retainer of $10,000.00 paid quarterly in advance on May 1, August 1, November 1, and February 1 


  

	 	•	 	 Non-employee directors may convert all or any portion of their annual Board retainers (but not their Committee retainers) to the award of Common Stock Equivalents
(the “Retainer CSEs”) 


  

	 	•	 	 Retainer CSEs are purchased on each date an installment of the annual Board retainer is paid 


  

	 	•	 	 Any non-employee director who elects to purchase Retainer CSEs will receive a supplemental credit equal to 25% of the portion of the annual Board retainer used to
purchase Retainer CSEs (referred to as the “Match”) 


  

	 	•	 	 The Match may be applied only to the purchase of additional CSEs (“Match CSEs”) 


  

	 	•	 	 The number of Retainer CSEs and Match CSEs to be received is based on the closing price of Novell common stock on the day before the grant



  

	 	•	 	 Retainer CSEs are fully vested at the time of the grant 


  

	 	•	 	 Match CSEs, unlike Retainer CSEs, are subject to a cliff vesting period of three years from the date of award 


  

	 	•	 	 The Retainer CSEs will be converted into shares of Novell common stock on the earlier to occur of (i) the termination of service as a non-employee director and
(ii) a date prior to the termination of service as a non-employee director specified by the non-employee director 


  

	 	•	 	 Vested Match CSEs will be converted into shares of Novell common stock on the termination of service as a non-employee director 


  

	 	b)	Meeting Fees 

  

	 	•	 	 $1,500 for each Board and Board telephonic meeting attended 


  

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	 	•	 	 $1,500 for each Committee and Committee telephonic meeting attended as a Committee member 


  

	2.	Equity Compensation 

  

	 	•	 	 Each non-employee director shall receive an annual equity award with a value of $130,000 (the “Annual Equity Award”) 


  

	 	•	 	 The Annual Equity Award shall be granted at the first Compensation Committee meeting following Novell’s Annual Meeting of Stockholders that falls during an
open trading window for Novell’s securities 


  

	 	•	 	 The Annual Equity Award shall be comprised of stock options with a grant date value of $43,000 and restricted stock units with a grant date value of $87,000



  

	 	•	 	 The stock options and restricted stock units comprising the Annual Equity Award shall vest 50% per year on the first two (2) anniversaries of the grant
date of the Annual Equity Award and shall have the following additional terms: 


  

	 	•	 	 Upon the retirement of a non-employee director at age 73, there shall be 100% acceleration of all unvested stock options and restricted stock units, and vested
stock options shall remain exercisable for twelve (12) months following retirement 


  

	 	•	 	 Upon the disability of a non-employee director, there shall be no acceleration of unvested stock options and/or restricted stock units, but vested stock options
shall remain exercisable for twelve (12) months following a disability 


  

	 	•	 	 Upon the death of a non-employee director, there shall be an accelerated vesting of those stock options and restricted stock units that would have vested within
twelve (12) months following such death had the non-employee director not died and remained a non-employee director, and vested stock options shall remain exercisable for twelve (12) months following the death of a non-employee director



  

	 	•	 	 New non-employee directors shall receive a one-time grant of 50,000 stock options that shall vest 50% per year on the first two (2) anniversaries of the
grant date of the award 


  

	 	•	 	 Non-employee directors are required to hold equity (Novell common stock) equal to three times their annual Board retainer 


  

	 	•	 	 Non-employee Chairperson of the Board of Directors Total Stock Ownership Requirement (“Total SOR”) is $375,000 ($125k x 3) 



 

	 	•	 	 Other non-employee directors Total SOR is $150,000 ($50k x 3) 


  

	 	•	 	 Non-employee directors have five years to achieve the Total SOR, in accordance with the following schedule: 


  

				
	 Year
	  	Percentage of Total SOR	 
	 1
	  	5	%
	 2
	  	15	%
	 3
	  	30	%
	 4
	  	60	%
	 5
	  	100	%

  

	 	•	 	 Forms of equity that count towards Total SOR consist of shares that are already 



  

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owned and held, shares acquired on the open market, shares acquired upon the exercise of stock options, vested restricted stock units, Retainer CSEs, and any
vested Match CSEs 


  

	 	•	 	 The five year “phase in” of the SOR requirement described above applies (i) from November 1, 2004 for non-employee directors who were on the
Board as of that date and (ii) for non-employee directors who joined the Board after November 1, 2004, from the date of their election to the Board 


  

	3.	Reimbursements 

  

	 	a)	Meetings 

  

	 	•	 	 Novell will provide reimbursement for attendance to all Board and Committee meetings covering the following: 


  

	 	•	 	 first class airfare ticket or equivalent 


  

	 	•	 	 lodging 


  

	 	•	 	 meals 


  

	 	•	 	 ground transportation to and from the meeting 


  

	 	b)	Conferences 

  

	 	•	 	 Novell will provide reimbursement for attendance to one conference per year covering the following: 


  

	 	•	 	 registration fees 


  

	 	•	 	 first class airfare ticket or equivalent 


  

	 	•	 	 lodging 


  

	 	•	 	 meals 


  

	 	•	 	 ground transportation to and from the conference 


  

	 	c)	Orientation 

  

	 	•	 	 Novell will provide reimbursement for new non-employee directors for attendance to one third-party orientation program covering the following:



  

	 	•	 	 registration fees 


  

	 	•	 	 first class airfare ticket or equivalent 


  

	 	•	 	 lodging 


  

	 	•	 	 meals 


  

	 	•	 	 ground transportation to and from the orientation program 


  


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