EXHIBIT 10.10

NOVELL, INC.
SENIOR MANAGEMENT SEVERANCE PLAN

ARTICLE I
INTRODUCTION

The Novell, Inc. Senior Management Severance Plan (the "Plan") was established effective April 11, 2000. The purpose of the Plan is to provide severance benefits to certain eligible senior management employees of Novell, Inc. (the "Company") whose active employment with the Company is involuntarily terminated by the Company. This Plan shall supersede any severance benefit plan, policy or practice previously maintained by the Company with respect to the employees covered hereby. This Plan amends and restates the Novell, Inc. Senior Management Severance Plan (effective November 1, 1997).

ARTICLE II

DEFINITIONS AND CONSTRUCTION

Whenever used in the Plan, the following terms shall have the meanings set forth below.

A. Base Salary. "Base Salary" shall mean the Participant's gross annual base salary, exclusive of bonuses, commissions and other incentive pay, as in effect immediately preceding the Involuntary Termination or Involuntary Termination Following a Change in Control.

B. Benefits Continuation Period. "Benefits Continuation Period" shall mean the period set forth in a Participant's Notice of Participation.

C. Board. "Board" shall mean the Board of Directors of the Company.

D. Cause. "Cause" shall mean (i) the Participant's continued violations of the Participant's obligations which are demonstrably willful or deliberate on the Participant's part after there has been delivered to the Participant a written demand for performance from the Company which describes the basis for the Company's belief that the Participant has not substantially performed his or her duties, (ii) the Participant's engaging in willful misconduct which is injurious to the Company or its affiliates, (iii) the Participant's committing a felony, an act of fraud against or the misappropriation of property belonging to the Company or its affiliates, (iv) the Participant's breaching, in any material respect, terms of any confidentiality or proprietary information agreement between the Participant and the Company, or (v) a determination by the Plan Administrator that the Participant has committed a material violation of the Standards of Employee Conduct, which standards may be altered from time to time by the Company, as defined in the most current version of the Company's Employee Handbook.

E. Change in Control. A "Change in Control" shall be deemed to have occurred if: (i) Novell sells or otherwise disposes of all or substantially all of its assets; (ii) there is a merger or consolidation of Novell with any other corporation or corporations, provided that the shareholders of Novell, as a group, do not hold, immediately after such event, at least 50% of the voting power of the surviving or successor corporation; or (iii) any person or entity, including any "person" as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), becomes the "beneficial owner" (as defined in the Exchange Act) of Common Stock of Novell representing 50% or more of the combined voting power of the voting securities of Novell (exclusive of persons who are now officers or directors of Novell).

F. COBRA. "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

G. Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

H. Company. "Company" shall mean Novell, Inc., any subsidiary corporations, any successor entities as provided in Article VIII hereof, and any parent or subsidiaries of such successor entities.

I. Disability. "Disability" shall mean that the Participant has been unable to perform his or her duties as an Employee as the result of incapacity due to physical or mental illness, and such inability, at least twenty-six (26) weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Participant or the Participant's legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least thirty (30) days' written notice by the Company of its intention to terminate the Participant's employment. In the event that the Participant resumes the performance of substantially all of his or her duties hereunder before the termination of his or her employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

J. Effective Date. "Effective Date" shall mean April 11, 2000.

K. Employee. "Employee" shall mean a full-time regular employee of the Company.

L. Involuntary Termination. "Involuntary Termination" shall mean (i) without the Participant's express written consent, a comprehensive and substantial reduction in all or most of the Participant's primary duties, authority and responsibilities compared to the Participant's duties, authority and responsibilities immediately prior to such reduction; (ii) without the Participant's express written consent, a significant reduction in the Participant's Base Salary compared to the Participant's Base Salary in effect immediately prior to such reduction; provided, however, that a reduction in the Participant's Base Salary of less than twenty percent (20%) or a reduction in the Participant's Base Salary that is part of an overall reduction in compensation also applied to other senior executives of the Company as a result of decreased business performance by the Company or one of its business units, shall not constitute an Involuntary Termination; (iii) any purported termination of the Participant by the Company that is not effected for Disability or Cause; or (iv) the

failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Article IX.

M. Involuntary Termination Following a Change in Control. "Involuntary Termination Following a Change in Control" shall mean as a direct result of a Change in Control: (i) without the Participant's express written consent, a significant reduction of the Participant's duties, position or responsibilities, or the removal of the Participant from such position and responsibilities, unless the Participant is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); (ii) without the Participant's express written consent, a significant reduction in the Participant's Base Salary compared to the Participant's Base Salary in effect immediately prior to such reduction; provided, however, that a reduction in the Participant's Base Salary of less than twenty percent (20%) or a reduction in the Participant's Base Salary that is part of an overall reduction in compensation also applied to other senior executives of the Company as a result of decreased business performance by the Company or one of its business units, shall not constitute an Involuntary Termination Following a Change in Control; (iii) without the Participant's express written consent, the relocation of the Participant to a facility or a location more than thirty-five
(35) miles from the Participant's then present location; (iv) any purported termination of the Participant by the Company which is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (v) the failure of the Company to obtain the assumption of this Agreement by any successors in the event of a change of control.

N. Notice of Participation. "Notice of Participation" shall mean an individualized written notice of participation in the Plan from an authorized officer of the Company.

O. Participant. "Participant" shall mean an individual who meets the eligibility requirements of Article III.

P. Plan. "Plan" shall mean this Novell, Inc. Senior Management Severance Plan.

Q. Plan Administrator. "Plan Administrator" shall mean the Board of Directors of the Company, or its committee or designate, as shall be administering the Plan.

R. Plan Year. "Plan Year" shall mean the Company's fiscal year.

S. Restricted Business. "Restricted Business" shall mean (i) the design, development, manufacture, marketing or support of local or wide area network products, computer operating systems, applications products, or any other software products of the type designed, developed, manufacturer, sold or supported by the Company or as proposed to be designed, developed, manufactured, sold or supported by the Company pursuant to a development project that is actually being pursued during the term of this Plan; and (ii) any business that competes directly or indirectly with the hardware and software business of the Company.

T. Restricted Territory. "Restricted Territory" shall mean the counties, cities or states of the United States.

U. Severance Payment. "Severance Payment" shall mean the payment of severance compensation as provided in Article IV hereof.

V. Severance Payment Percentage. "Severance Payment Percentage" shall mean, for each Participant, the Severance Payment Percentage set forth in such Participant's Notice of Participation.

W. Target Bonus. "Target Bonus" shall mean the annual percentage of Participant's Base Salary which is available as a potential bonus.

ARTICLE III

ELIGIBILITY

A. Waiver. As a condition of receiving benefits under the Plan, an Employee must sign a general waiver and release (the "Release") on a form provided by the Company and not revoke the Release within the time permitted under applicable state or federal law.

B. Participation in Plan. Each Employee who is designated by the Plan Administrator and who signs and timely returns to the Company a Notice of Participation shall be a Participant in the Plan. A Participant shall cease to be a Participant in the Plan with respect to future Plan Years upon receiving written notice from the Plan Administrator, in accordance with Article IX.A herein, at least ten (10) days prior to the beginning of any Plan Year, unless such Participant has incurred an Involuntary Termination or Involuntary Termination Following a Change in Control prior to the receipt of such notice. A Participant entitled to benefits hereunder shall remain a Participant in the Plan until the full amount of the benefits has been delivered to the Participant.

C. Benefit Ineligibility. Employees are not eligible for benefits under this Plan under any of the following conditions: (i) if he or she is a temporary employee or temporary agency worker; (ii) if the Company is not treating the individual as a common-law employee, as conclusively evidenced by its failure to withhold taxes from the individual's compensation, even if the individual is determined by a governmental agency or court to be a common-law employee of the Company; (iii) if he or she is covered under a separate written agreement or employment contract with the Company relating to severance benefits that is in effect at the time of his or her termination of employment with the Company;
(iv) if he or she is on an unpaid leave of absence without a right of reinstatement; or (v) if he or she is otherwise ineligible under Article IV of this Plan.

ARTICLE IV

SEVERANCE BENEFITS

A. Upon an Involuntary Termination Other than for Cause and Other than Following a Change in Control. If the Participant's employment with the Company terminates as a result of an Involuntary Termination other than for Cause and other than Following a Change in Control, the Participant shall be entitled to receive the following severance benefits:

1. Severance Payment. Participant shall receive a cash payment equal to the product obtained by multiplying the Participant's Severance Payment Percentage times the Participant's Base Salary. Any such Severance Payment shall be paid in cash by the Company to the Participant in substantially equal monthly installments, subject to the Participant's compliance with Article VII, and shall be in lieu of any other severance or severance-type benefits to which the Participant may be entitled under any other Company-sponsored plan, practice or arrangement. Notwithstanding the forgoing, the Plan Administrator may, in its sole discretion, pay the Severance Payment in a single, lump sum payment in lieu of monthly installments.

2. Option Vesting and Restricted Stock.

(i)With respect to any Company stock options held by the Participant as of the date of such Involuntary Termination, the Company shall accelerate the vesting of that portion of the Participant's stock options, if any, which would have vested within one (1) year after the date of the Participant's Involuntary Termination, such options to remain exercisable, notwithstanding anything in any other agreement governing such options, for a period of six (6) months after such Involuntary Termination, subject only to the original term of the option; and

(ii) With respect to any shares of Company common stock held by the Participant that is, at the time of such Involuntary Termination, subject to the Company's repurchase right upon termination of the Participant's employment ("Restricted Stock"), the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested on the next anniversary of the Restricted Stock grant date.

3. COBRA Benefits. Participant shall receive a lump sum payment in an amount equal to the cost of COBRA continuation for the Participant's Benefits Continuation Period.

B. Upon Involuntary Termination Following a Change in Control. If the Participant's employment with the Company terminates as a direct result of an Involuntary Termination Following a Change in Control without Cause within two
(2) months prior to or twelve (12) months following a Change in Control, the Participant shall be entitled to receive the following severance benefits:

1. Severance Payment. Participant shall receive a cash payment equal to three (3) times Participant's Base Salary and Target Bonus at the time of Participant's Involuntary Termination Following a Change in Control. Any such Severance Payment shall be paid in cash by the Company to the Participant in substantially equal monthly installments, subject to the Participant's compliance with Article VII, and shall be in lieu of any other severance or severance-type benefits to which the Participant may be entitled under any other Company-sponsored plan, practice or arrangement. Notwithstanding the forgoing, the Plan Administrator may, in its sole discretion, pay the Severance Payment in a single, lump sum payment in lieu of monthly installments.

2. Option Vesting and Restricted Stock.

(i) With respect to any Company stock options held by the Participant as of the date of such Involuntary Termination Following a Change in Control, the Company shall accelerate the vesting of that portion of the Participant's stock options, if any, which would have

vested within two (2) years after the date of the Participant's Involuntary Termination Following a Change in Control, such options to remain exercisable, notwithstanding anything in any other agreement governing such options, for a period of one (1) year after such Involuntary Termination Following a Change in Control, but in no event later than the expiration of such options as set forth in the option agreement(s); and

(ii) With respect to any shares of Company common stock held by the Participant that is, at the time of such Involuntary Termination Following a Change in Control, subject to the Company's repurchase right upon termination of the Participant's employment ("Restricted Stock"), the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested on the next two (2) anniversaries of the Restricted Stock grant date.

3. COBRA Benefits. Participant shall receive a lump sum payment in an amount equal to the cost of COBRA continuation for a period of thirty-six
(36) months after Participant's Involuntary Termination Following a Change in Control.

C. Voluntary Resignation; Termination For Cause. If the Participant's employment terminates by reason of the Participant's voluntary resignation (and is not an Involuntary Termination and is not an Involuntary Termination Following a Change in Control), or if the Company terminates the Participant for Cause, then the Participant shall not be entitled to receive severance or other benefits under this Plan and shall be entitled only to those benefits (if any) as may be available under the Company's then existing benefit plans and policies at the time of such termination.

D. Disability; Death. If the Participant's employment terminates by reason of the Participant's death, or by reason of Participant's Disability, then the Participant shall not be entitled to receive severance or other benefits under this Plan and shall be entitled only to those benefits (if any) as may be available under the Company's then existing benefit plans and policies at the time of such death or Disability.

E. Integration with Other Payments. Should the Plan Administrator, in its sole and absolute discretion, determine that any other benefits are or may become payable, including but not limited to workers' compensation wage replacement benefits, severance pay, or similar benefits under benefit plans, severance programs, employment contracts, or applicable laws such as the Workers' Adjustment and Retraining Notification (WARN) Act, Participant's benefits under this Plan will be reduced accordingly or alternatively, benefits previously paid under the Plan will be treated as having been paid to satisfy such other benefit obligations. In either case, the Plan Administrator will determine how to apply this provision, and may override other provisions in this Plan in doing so.

F. Time of Payment. Severance Payments will be paid as soon as administratively feasible after Participant's termination of employment, except that Participant's Severance Payments will not be payable until the expiration of any revocation time under applicable state and federal law.

ARTICLE V

GOLDEN PARACHUTE EXCISE TAX AND NON-DEDUCTIBILITY LIMITATIONS

In the event that a payment or benefit received or to be received by the Participant could result in all or portion of such payment to be subject to the excise tax under Section 4999 of the Code, then the Participant's payment shall be either (i) the full payment, or (ii) such lesser amount which would result in no portion of the payment being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. All determinations required to be made under this Article V shall be made by Ernst & Young or any other nationally recognized accounting firm that is the Company's outside auditor at the time of such determination (the "Accounting Firm"). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determination to the Company and the Participant. Notice must be given to the Accounting Firm within fifteen (15) business days after an event entitling the Participant to a payment under this Plan. For purposes of making a calculation required by this Article, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the applications of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination under this Article. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with the any calculations contemplated by this Article.

ARTICLE VI

POOLING OF INTERESTS LIMITATIONS

To the extent any of the benefits (including the equity compensation vesting acceleration) hereunder would cause a contemplated Change in Control transaction that was intended to be accounted for as a "pooling-of-interests" transaction to become ineligible for such accounting treatment under generally accepted accounting principles, as determined by the Accounting Firm, then this Agreement shall automatically be deemed amended to provide Employee with such lesser benefits as would allow for the contemplated Change in Control transaction to be accounted for as a "pooling-of-interests" transaction.

ARTICLE VII

COVENANTS NOT TO COMPETE AND NOT TO SOLICIT

In the event of a Participant's Involuntary Termination other than for Cause or Involuntary Termination Following a Change in Control, the Company's obligations to provide severance pay as provided in Article IV.A and Article
IV.B shall be expressly conditioned upon the Participant's covenants not to compete and not to solicit as provided herein. In the event the Participant breaches his or her obligations to the Company as provided herein, the Company's obligations to make

severance payments to the Participant pursuant to Article IV.A and Article IV.B shall cease, without prejudice to any other remedies that may be available to the Company.

A. Covenant Not to Compete. For a period of one (1) year following a Participant's Involuntary Termination other than for Cause or Involuntary Termination Following a Change in Control, the Participant shall not directly or indirectly, engage in (whether as employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in a financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of the Plan Administrator. For this purpose, ownership of no more than .5% of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision.

B. Covenant Not to Solicit. The Participant shall not, for a period of one (1) year after the Participant's Involuntary Termination other than for Cause or Involuntary Termination Following a Change in Control: (i) solicit, encourage or take any other action which is intended to induce any other employee of the Company to terminate his or her employment with the Company; or
(ii) interfere in any manner with the contractual or employment relationship between the Company and any such employee of the Company. The foregoing shall not prohibit the Participant or any entity with which the Participant may be affiliated from hiring a former employee of the Company, provided that such hiring results exclusively from such former employee's affirmative response to a general recruitment effort.

C. Interpretation. The covenants contained herein are intended to be construed as a series of separate covenants, one for each county, city and state or other political subdivision of a Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraphs. If, in any judicial proceeding, the court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in such paragraphs, then such unenforceable covenant (or such part) shall be deemed to be eliminated from this Plan for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced.

D. Reasonableness. In the event that the provisions of this Article VII shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

ARTICLE VIII

EMPLOYMENT STATUS; WITHHOLDING

A. Employment Status. This Plan does not constitute a contract of employment or impose on the Participant or the Company any obligation to retain the Participant as an Employee, to change the status of the Participant's employment, or to change the Company's policies regarding termination of employment. The Participant's employment is and shall continue to be at-will, as defined under applicable law. If the Participant's employment with the Company or a successor

entity terminates for any reason, the Participant shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Plan, or as may otherwise be available in accordance with the Company's established employee plans and practices or other agreements with the Company at the time of termination.

B. Taxation of Plan Payments. All amounts paid pursuant to this Plan shall be subject to regular payroll and withholding taxes.

ARTICLE IX

SUCCESSORS TO COMPANY AND PARTICIPANTS

A. Company's Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Plan and agree expressly to perform the obligations under this Plan by executing a written agreement. For all purposes under this Plan, the term "Company" shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this subsection or which becomes bound by the terms of this Plan by operation of law.

B. Participant's Successors. All rights of the Participant hereunder shall inure to the benefit of, and be enforceable by, the Participant's personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees.

ARTICLE X

DURATION, AMENDMENT AND TERMINATION

A. Duration. This Plan shall be effective for consecutive one year periods unless terminated by the Board, provided that any such termination shall be effective only with respect to future Plan Years. Participants shall be given notice of a Plan termination within thirty (30) days of the Board's decision. A termination of this Plan pursuant to the preceding sentence shall be effective for all purposes, except that such termination shall not affect the payment or provision of compensation or benefits earned by a Participant prior to the termination of this Plan.

B. Amendment and Termination. The Board or, if authorized by the Board, the Plan Administrator, shall have the discretionary authority to amend the Plan prior to a Change-in-Control by resolution adopted by at least two-thirds of the Board or the Plan Administrator, as applicable, provided that no such amendment shall reduce the benefits for which Participants may be eligible under the Plan. Subject to the provisions of Article X.A above, the Plan may be terminated prior to a Change-in-Control by resolution adopted by at least two-thirds of the Board. If a Change-in-Control occurs, the Plan no longer shall be subject to amendment, change or termination in any respect.

ARTICLE XI

PLAN ADMINISTRATION

A. Plan Administrator. The Plan shall be administered by the Plan Administrator.

(1) Subject to the provisions set forth in this Plan and to the specific duties delegated by the Board of Directors to the Plan Administrator, the Company as the Plan Administrator shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions. The Plan Administrator shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties:

X discretionary authority to construe and interpret the terms of the Plan, to determine eligibility (including a determination whether a Participant has experienced a comprehensive and substantial reduction in the Participant's duties, authority and responsibilities as described in Article II.L and Article II.M), and to determine the amount, manner and time of payment of any benefits hereunder;

X to prescribe procedures to be followed by the Participants for purposes of Plan participation and distribution of benefits; and

X to take such other action as may be necessary and appropriate for the proper administration of the Plan.

B. Procedures. The Plan Administrator may adopt such rules, regulations and bylaws and may make such decisions as it deems necessary or desirable for the proper administration of the Plan. Any rule or decision that is not inconsistent with the provisions of the Plan shall be conclusive and binding upon all persons affected by it, and there shall be no appeal from any ruling by the Plan Administrator that is within its authority, except as otherwise provided herein.

ARTICLE XII

CLAIMS AND APPEALS PROCEDURES

A. Claim Dispute. If any person (Claimant) believes that benefits are being denied improperly, the Claimant must file a formal written claim with the Plan Administrator. Any claim may only relate to a matter under the Plan and not to any matter under the separation procedures or any other Company policy, practice or procedure.

B. Time for Filing Claims. A formal claim must be filed within ninety
(90) days after the date the Claimant first knew or should have known of the facts upon which the claim is based, unless the Plan Administrator in writing consents otherwise.

C. Claim Procedure. A written claim should be sent to the General Counsel, Novell, Inc., 2211 North First Street, San Jose, California 95131.

If the written claim is denied, in whole or in part, the Claimant will receive notice from the General Counsel, including the specific reason for the denial, within ninety (90) days of the date the claim was received. In some cases, more than ninety (90) days may be needed to make a decision. In such cases, the Claimant will be notified in writing, within the initial ninety (90) day period, of the reason more time is needed. An additional ninety (90) days may be taken to make the decision if the Claimant is sent such a notice. The extension notice will show the date by which the decision will be sent.

If no response is received by Claimant within the ninety (90) day period, the claim is considered denied.

The appeal procedure which follows gives the rules for appealing a denied claim.

D. Appeal Procedures. A claimant may use this procedure if:

X no reply at all is received by the claimant within ninety (90) days after filing the claim;

X a notice has extended the time an additional ninety (90) days and no reply is received within one-hundred-and-eighty (180) days after filing the claim; or

X written denial of the claim for benefits or other matters is received within the proper time limit and the Claimant wishes to appeal the written denial.

If a claim for benefits is denied, in whole or in part, either expressly or by virtue of the Claimant not having received a reply, the Claimant or other duty authorized person, may appeal this denial in writing within sixty (60) days after the denial is or should have been received. Written request for review of any denied claim should be sent directly to the Novell, Inc. Senior Management Severance Plan Appeal Committee, Legal Department, Novell, Inc., 2211 North First Street, San Jose, California 94131, Attn: General Counsel. The Plan Administrator serves as the final review under the Plan for all Participants. Unless the Plan Administrator sends notice in writing that the claim is a special case needing more time, the Plan Administrator will conduct a review and decide on the appeal of the denied claim within sixty (60) days after receipt of the written request for review. If more time is required to make a decision, the Plan Administrator will send notice in writing that there will be a delay and give the reasons for the delay. In such cases, the Plan Administrator may have sixty (60) days more, a total of one-hundred-and-twenty (120) days, to make its decision.

Procedure:

If the Claimant sends a written request for review of a denied claim, the Claimant has the right to:

X Review pertinent Plan documents which may be obtained by sending a written claim to the General Counsel, Novell, Inc., 2211 North First Street, San Jose, California 95131, and

X Send to the Plan Administrator a written statement of the issues and any other documents in support of the claim for benefits or other matter upon review.

The Plan Administrator's decision shall be given to the Claimant in writing within sixty (60) days or, if extended, one-hundred-and-twenty (120) days, and shall include specific reasons for the decision. If the Plan Administrator does not give its decision on review within the appropriate time span, the Claimant may consider the claim denied.

The right to receive benefits under this Plan is contingent on a Claimant using the prescribed claims and appeal procedures to resolve any claim. Therefore, if a Claimant seeks to resolve any claim by any means other than the prescribed claims and appeals procedures, he or she must repay all benefits received under this Plan and shall not be entitled to any further Plan benefits.

ARTICLE XIII

NOTICE

A. General. Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Participant, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to the Company's General Counsel, 2211 North First Street, San Jose, California 95131.

B. Notice of Termination by the Company. Any termination by the Company of the Participant's employment with the Company shall be communicated by a notice of termination to the Participant at least fourteen (14) days prior to the date of such termination (or at least thirty (30) days prior to the date of a termination by reason of the Participant's Disability). Such notice shall indicate the specific termination provision or provisions in this Plan relied upon (if any), shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision or provisions so indicated, and shall specify the termination date.

C. Notice by the Participant of Involuntary Termination by the Company and Involuntary Termination Following a Change in Control. In the event that the Participant determines that an Involuntary Termination or an Involuntary Termination Following a Change in Control has occurred, the Participant shall give written notice to the Company that such Involuntary Termination or Involuntary Termination Following a Change in Control has occurred. Such notice shall be delivered by the Participant to the Company within ninety (90) days following the date on which such Involuntary Termination or Involuntary Termination Following a Change in Control occurred, shall indicate the specific provision or provisions in this Plan upon which the Participant relied to

make such determination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such determination. The failure by the Participant to include in the notice any fact or circumstance which contributes to a showing of Involuntary Termination or Involuntary Termination Following a Change in Control shall not waive any right of the Participant hereunder or preclude the Participant from asserting such fact or circumstance in enforcing his or her rights hereunder.

ARTICLE XIV

MISCELLANEOUS PROVISIONS

A. No Duty to Mitigate. The Participant shall not be required to mitigate the amount of any benefits contemplated by this Plan, nor shall any such benefits be reduced by any earnings or benefits that the Participant may receive from any other source.

B. Severability. The invalidity or unenforceability of any provision or provisions of this Plan shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

C. No Assignment of Benefits. The rights of any person to payments or benefits under this Plan shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor's process, and any action in violation of this subsection shall be void. However, payments and benefits under the Plan may be reduced or offset by any amount a Participant may owe the Company, to the extent permitted by applicable law.

D. Assignment by Company. The Company may assign its rights under this Plan to an affiliate, and an affiliate may assign its rights under this Plan to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment; provided, further, that the Company shall guarantee all benefits payable hereunder. In the case of any such assignment, the term "Company" when used in this Plan shall mean the corporation that actually employs the Participant.

EXHIBIT 10.11

NOVELL, INC.
KEY EMPLOYMENT AGREEMENT

THIS KEY EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this March 18, 1997 (the "Effective Date"), by and between NOVELL, INC., a Delaware corporation, 122 East 1700 South, Provo, Utah ("Novell"), and Eric Schmidt ("Employee").

RECITALS

A. Novell is engaged in the process of developing, manufacturing and marketing computer hardware and software.

B. Commencing upon the Effective Date and through April 6, 1997 (the "Part-Time Employment Period"), Employee shall be a part-time employee of Novell, familiarizing himself with Novell's business operations. On April 7, 1997, Employee will become (i) the Chief Executive Officer of Novell, and (ii) subject to continued election to the Board by the vote of the stockholders of the Company, a member of the Board.

C. In consideration of the benefits of new employment by Novell, as well as other good and valuable consideration set forth herein, Employee agrees to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein contained and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto intending to be legally bound, hereby agree as follows.

I. Definitions: As used herein, the following definitions shall apply:

A. "Board" shall mean Novell's Board of Directors.

B. "Cause" shall mean Employee's termination only upon:

1. Employee's continued violations of Employee's obligations to perform the duties and responsibilities normally required of a chief executive officer which are demonstrably willful or deliberate on Employee's part after there has been delivered to Employee a written demand for performance from Novell which described the basis for Novell's belief that Employee has not substantially performed his duties;

2. Employee's engaging in willful misconduct which is materially injurious to Novell or its affiliates;

3. Employee's committing a felony, an act of fraud against or the misappropriation of property belonging to Novell or its affiliates; or

4. Employee's willful breaching, in any material respect, the terms of this Agreement or any confidentiality or proprietary information agreement between Employee and Novell.

C. A "Change in Control" shall be deemed to have occurred if:

1. Novell sells or otherwise disposes of all or substantially all of its assets;

2. There is a merger, consolidation or any other corporate reorganization of Novell with any other corporation or corporations or any other entity or person (or a related series of such transactions), provided that the stockholders of Novell, as a group, do not hold, immediately after such event, at least 50% of the voting power of the surviving or successor corporation or any series of transactions.

3. Any person or entity, including any "person" as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), becomes the "beneficial owner" (as defined in the Exchange Act) of Common Stock of Novell representing 40% or more of the combined voting power of the voting securities of Novell.

D. "Code" shall mean the Internal Revenue Code of 1986, as amended.

E. "Constructive Termination" shall mean that the Employee has terminated employment with Novell or its affiliated entities because, although Novell has not terminated the Employee's employment involuntarily, either the Employee's position, annual base salary or responsibilities have been significantly reduced. For purposes of this Agreement, a reduction of twenty percent (20%) or more in Employee's annual base salary in effect immediately prior to such reduction will be deemed to be a significant reduction. A reduction in the Employee's annual base salary that is part of an overall reduction in compensation also applied to other senior executives of Novell as a result of decreased business performance by Novell or one of its business units shall not constitute a Constructive Termination.

F. "Novell" shall mean Novell and its subsidiaries.

G. "Restricted Business" shall mean:

1. the design, development, manufacture, marketing or support of local or wide area network products, computer operating systems, applications products, or any other software products of the type designed, developed, manufactured, sold or supported by Novell or as proposed to be designed, developed, manufactured, sold or supported by Novell pursuant to a development project which is actually being pursued during the term of this Agreement; and

2. any business which directly competes with the hardware and software business of Novell.

H. "Restricted Territory" shall mean the counties, cities or states of the United States.

II. Employment and Term

A. This Agreement shall commence as of the Effective Date and shall continue until all obligations of the parties hereto are discharged following Employee's termination of employment.

B. During the term hereof, and subject to other provisions set forth herein, Novell may terminate Employee's employment for Cause or without Cause.

C. If Employee's employment is terminated for Cause or if Employee resigns his employment other than upon a Constructive Termination, no compensation or payments will be paid or provided to Employee pursuant to this Agreement for the period following the date upon which such a termination of employment is effective.

D. If Novell terminates Employee's employment other than for Cause or if a Constructive Termination occurs: (i) Employee shall be entitled to receive a severance payment from Novell in an amount equal to one times Employee's rate of annual base salary and Target Bonus (as defined herein) at the time of termination;
(ii) Employee shall be entitled to receive an amount equal to the cost of COBRA continuation for a period of one year after termination; (iii) Novell agrees to accelerate the vesting of that portion of Employee's stock options, if any, which would have vested within one year after the date of Employee's termination; and (iv) in the event that Employee holds any shares subject to Novell repurchase rights upon termination of employment or consulting relationship with the Company, Novell agrees to waive such repurchase rights as to the vesting of all such shares. The severance payment shall be payable in 12 equal monthly installments.

E. During the Part-Time Employment Period, Novell shall pay the Employee at the rate of $1000 per week. Following the Part-Time Employment Period and while employed by Novell pursuant to this Agreement, Novell shall pay the Employee as compensation for his services a base salary at the annualized rate of $600,000 (the "Base Salary"), subject to normal review for potential cost of living or performance adjustments. Such salary shall be paid periodically in accordance with normal Novell payroll practices and subject to the usual, required withholding. Employee understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from Novell give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of this Agreement.

F. If Employee remains employed by Novell through October 31, 1997, Employee shall receive a bonus payment equal to six hundred thousand dollars ($600,000) multiplied by a fraction, the numerator of which shall be the number of days between the Effective Date and October 31, 1997 and the denominator of which shall be three hundred and sixty-five, less applicable withholding.

G. Following October 31, 1997, in addition to Employee's Base Salary, Employee will participate in Novell's then current incentive bonus program under which Employee will be entitled to earn incentive bonus compensation equal to:

(i) 100% of Employee's base salary if certain performance goals are met (the "Target Bonus"); and

(ii) Such additional bonus compensation as may be specified by the Board should such goals be exceeded.

H. On the Effective Date, Employee shall be granted stock options to purchase a total of two million seven hundred and fifty thousand shares (2,750,000) shares of Novell Common Stock with a per share exercise price equal to 100% of the "Fair Market Value," as such term is defined in the Novell 1991 Stock Plan (the "Stock Plan"). These options shall be for a term of ten years (or shorter upon termination of Employee's employment or consulting relationship with Novell) and, subject to accelerated vesting as set forth elsewhere herein, shall vest as to 20% of the shares originally subject to the option on the first anniversary of the date of grant, and as to of 1/60th of the shares originally subject to the option each month thereafter, so as to be 100% vested five years from the date of grant, conditioned upon Employee's continued employment or consulting relationship with Novell as of each vesting date. Except as specified otherwise herein, these option grants are in all respects subject to the terms, definitions and provisions of the Stock Plan and all the standard form of stock option agreement thereunder to be entered into by and between Employee and Novell (the "Option Agreement"), both of which documents are incorporated herein by reference; provided, however, that to the extent such options may not be granted under the Stock Plan by virtue of the limitation on the number of shares subject to option that may be granted thereunder in any fiscal year of Novell, they shall be granted outside of the Stock Plan pursuant to a written option agreement containing the same terms and conditions. Any such non-Stock Plan stock options shall be registered by the Company on Form S-8 as soon following the Effective Time as is practicable.

I. On the Effective Date, Employee shall purchase nine hundred thousand shares of Novell Common Stock for a purchase price of nine thousand dollars ($9,000) (the "Restricted Stock"). Subject to accelerated vesting as specified elsewhere in this Agreement, the Restricted Stock shall vest as to (i) 30% of the shares purchased on the first anniversary of the Employment Commencement Date, (ii) 25% of the shares purchased on the second anniversary of the Employment Commencement Date, (iii) 20% of the shares purchased on the third anniversary of the Employment Commencement Date, (iv) 15% of the shares purchased on the fourth anniversary of the Employment Commencement Date, and (v) 10% of the shares purchased on the fifth anniversary of the Employment Commencement Date, so as to be 100% vested five years following the Employment Commencement Date, conditioned upon Employee's continued employment or consulting relationship with Novell as of such vesting dates. Except as otherwise specified herein, in the event that Employee's employment or consulting relationship with Novell terminates, any unvested Restricted Stock shall be subject to repurchase by Novell for the per share purchase price originally paid by Employee. This award is in all respects subject to the terms, definitions and provisions of the Stock Plan and the standard form of restricted stock purchase agreement to be entered into by and between Employee and Novell (the "Restricted Stock Purchase Agreement"), both of which documents are incorporated herein by reference. Notwithstanding anything in this Agreement to the contrary, in the event that the sale by Employee of Novell common stock is restricted by federal securities laws (other than Section 16 of the Securities Exchange Act of 1934, as amended) or the insider trading policies of Novell, at the time any tax liability arises as a result of the vesting of Restricted Stock, Novell shall loan to Employee sufficient funds to pay such tax liability. Such loan shall be pursuant to a Promissory Note, which shall accrue interest at the minimum applicable federal rate to avoid the imputation of income to the Employee, and shall be payable by Employee to Novell no later than thirty (30) days after the trading restriction expires.

J. Employee will be entitled to receive Novell's employee benefits made available to other employees and officers to the full extent of Employee's eligibility therefor. During Employee's employment, Employee shall be permitted, to the extent eligible, to participate in any group medical, dental, life insurance and disability insurance plans, or similar benefit plans of Novell that are available to other comparable employees. Participation in any such plan shall be consistent with Employee's rate of compensation to the extent that such compensation is a determinative factor with respect to coverage under any such plan.

K. Employee is subject to the Novell policies set forth in the most current version of the Employee Handbook, which policies may be altered from time to time by Novell. In the event provisions of this Agreement are in conflict with the Employee Handbook, the provisions of this Agreement shall govern.

III. Work Responsibilities. During the Part-Time Employment Period, Employee shall work on a part-time basis to familiarize himself with the business operations of Novell. On April 7, 1997, Employee shall become Novell's Chief Executive Officer (the "CEO Commencement Date"). Following the CEO Commencement Date and during the term of this Agreement as set forth in
Section II.A hereof, Employee agrees to devote his full business time, skill and attention to his duties as Chief Executive Officer of Novell, and shall perform them faithfully and diligently, using his best efforts to further the business of Novell. Employee shall report to, and agrees to perform such responsibilities and duties as may reasonably be required by, the Board from time to time.

IV. Covenants Not to Compete and Not to Solicit

A. Following the Part-Time Employment Period, Employee shall not, while employed hereunder, and for a period of one (1) year thereafter in the event of a voluntary termination, directly or indirectly, engage in (whether as employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of Novell. It is agreed that (i) ownership of no more than 2% of the outstanding voting stock of a publicly traded corporation or any stock presently owned by Employee, and (ii) acting as a member of any Board of Directors on which Employee is serving as of the Effective Date, shall not constitute a violation of this provision.

B. Employee agrees that for a period of one (1) year after his employment hereunder terminates, Employee shall not:

1. solicit, encourage, or take any other action which is intended to induce any other employee of Novell to terminate his or her employment with Novell; or

2. interfere with the contractual or employment relationship between Novell and any such employee of Novell.

The foregoing shall not prohibit Employee or any entity with which Employee may be affiliated from hiring a former employee of Novell; provided that such hiring results exclusively from such former employee's affirmative response to a general recruitment effort.

C. The parties intend that the covenants contained in the preceding paragraphs shall be construed as a series of separate covenants, one for each county, city and state or other political subdivision of the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraphs. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof deemed included in said paragraphs, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof to be enforced.

D. In the event that the provisions of this Section IV should ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.

V. Reasonableness of Covenants. Employee represents that he: (a) is familiar with the covenants not to compete and not to solicit , and (b) is fully aware of and acknowledges his obligations hereunder, including without limitation the reasonableness of the length of time and scope of these covenants. Employee acknowledges that breach of Employee's covenants not to compete and not to solicit in Section IV would cause irreparable injury to Novell, and agrees that in the event of such breach Novell shall be entitled to seek injunctive relief under applicable law without the necessity of proving actual damages.

VI. Novell Agreements. As of the Effective Date, Employees agrees to enter into Novell's Intellectual Property Agreement as well as Novell's Conflicts Disclosure Form.

VII. At-Will Employment. Novell and Employee acknowledge that Employee's employment is and shall continue to be at-will, as defined under applicable law. If Employee's employment terminates for any reason, Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement or other written Novell benefit plans.

VIII. Change in Control. In the event that Employee's employment with Novell or its successor is terminated without Cause following a Change in Control, or Employee experiences a Constructive Termination following a Change in Control:

A. Employee shall receive a severance payment in an amount equal to two times Employee's rate of annual Base Salary and Target Bonus at the time of termination;

B. Employee shall receive an additional payment equal to the cost of COBRA continuation for a period of eighteen months after termination;

C. Novell agrees to accelerate the vesting of that portion of Employee's Novell stock options, if any, which would have vested within one year after the date of Employee's termination. No other portion of Employee's stock option shall be accelerated.

D. In the event that Employee holds any shares subject to Novell repurchase rights upon termination of employment, Novell agrees to waive such repurchase rights as to the vesting of the greater of (i) the number of shares that would have vested within one year after the date of Employee's termination, or (ii) one-half of the number of shares not vested on the date of Employee's termination.

E. The payments set forth in Sections VIII.A and VIII.B shall be payable upon the date of Employee's termination.

Termination of employment without Cause, including Constructive Termination, shall be presumed to be "following a Change in Control" if it takes place at any time within two (2) months before or 1 (one) year after a Change in Control.

IX. Best Results: 280G Excise Tax Gross-Up on Excise Tax Related to Stock Option Vesting Acceleration. In the event that any payment or benefit received or to be received by Employee upon a Change in Control would result in all or a portion of such payment to be subject to excise tax under Section 4999 of the Code, then the Employee's payment shall be either (i) the full payment or (ii) such lesser amount which would result in no portion of the payment being subject to excise tax under
Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable Federal, state, and local employment taxes, income taxes, and the excise tax imposed by Section 4999 of the Code, and also taking into account Novell's obligation to pay to Employee the Excise Tax Amount (as defined below) related to the accelerated vesting of Employee's Novell stock options, results in the receipt by Employee, on an after-tax basis, of the greatest amount, notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. If the full payment is to be made to Employee pursuant to the preceding sentence, Novell shall pay to Employee an amount equal to the "Excise Tax Amount" relating to the accelerated vesting of Employee's Novell stock options, such that Employee shall be fully "grossed-up" as to the excise tax relating to the accelerated vesting of such options. The "Excise Tax Amount" means a calculation of Employee's Code Section 4999 excise tax liability relating to the vesting of Employee's Novell stock options, including any excise tax liability relating to payments to be made pursuant to the preceding sentence. For purposes of determining the Excise Tax Amount, the Code Section 4999 excise tax liability relating to the vesting of Employee's Novell stock options shall be calculated by allocating the "Base Amount" (as such term is defined in Code Section 280G(b)(3) pro rata among the Novell stock option acceleration and any other benefits (other than the Excise Tax Amounts payments) that are determined to be "Parachute Payments" (as such term is defined in Code Section 280G(b)(2)). All determinations required to be made under this Section IX shall be made by Ernst & Young or any other nationally recognized accounting firm which is Novell's outside auditor at the time of such determination, which firm must be reasonably acceptable to Employee (the "Accounting Firm"). Novell shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to Novell and Employee. Notice must be given to the Accounting Firm within fifteen (15) business days after an event entitling Employee to a payment under this Agreement. All fees and expenses of the Accounting Firm shall be borne solely by Novell. The Accounting Firm's determinations must be made with substantial authority (within the meaning of Section 6662 of the Code).

X. Disability or Death. If Employee's employment hereunder terminates due to his total and permanent disability (as defined in Section 22(e)(3) of the Code) or death, then such termination shall be treated as if it were a termination without Cause.

XI. Amounts Payable Subject to Withholding. Any amounts payable hereunder, including any amounts to be paid in the event of a termination without Cause or a Constructive Termination, shall be subject to applicable tax withholding.

XII. Arbitration. The parties hereto agree that any dispute or controversy arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance,

breach, or termination thereof, shall be finally settled by binding arbitration to be held in Santa Clara County, California under the Employment Dispute Resolution Rules of the American Arbitration Association as then in effect (the "Rules"). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration, and judgement may be entered on the decision of the arbitrator in any court having jurisdiction.

The arbitrator shall apply California law to the merits of any dispute or claim, without reference to rules of conflicts of law, and the arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law, provided, however, that this arbitration provision shall not preclude Novell from seeking injunctive relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of Novell's trade secrets or confidential and proprietary information. The arbitrator shall award costs and fees, including reasonable attorneys' fees to the prevailing party, or shall be free to apportion costs and fees as deemed reasonable under the circumstances.

EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION XII, WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EMPLOYEE AGREES TO SUBMT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO EMPLOYEE'S RELATIONSHIP WITH THE COMPANY.

XIII. Integration. This Agreement, including the documents referenced in Sections II and VI of this Agreement, set forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all previous communications, negotiations and agreements among the parties, whether written or oral. No waiver, alteration, or modification, if any, of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

XIV. Successors. Novell shall require any successor or assignee, in connection with any sale, transfer or other disposition of all or substantially all of Novell's assets or business, whether by purchase, merger, consolidation or otherwise, expressly to assume and agree to perform Novell's obligations under this Agreement in the same manner and to the same extent that Novell would be required to perform if no such succession or assignment has taken place.

XV. Severability. If any term or provision of this Agreement shall be held to be invalid or unenforceable for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms and provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable term or provision had not been contained herein.

XVI. Notices. Any notice pursuant to the Agreement shall be deemed validly given or served if given in writing and delivered personally or ten (10) calendar days after being sent by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Employee, mailed notices shall be addressed to him or her at the home address which he most recently communicated to Novell in writing. In the case of Novell, mailed notices shall be addressed to

Novell, Inc., 1555 N. Technology Way, Orem, Utah 84057, and all notices shall be directed to the attention of Novell's General Counsel.

XVII. Title and Captions. Section titles or captions to this Agreement are for convenience only and shall not be deemed part of this Agreement or in no way define, limit, augment, extend, or describe the scope, content, or intent of any part or parts of this Agreement.

XVIII. Pronouns and Plurals. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine, or neuter forms and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. Each of the foregoing genders and plurals is understood to refer to a corporation, partnership, or other legal entity when the context so requires.

XIX. Further Action. The parties shall execute and deliver all documents or instruments, provide all information, and take or forebear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

XX. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California.

XXI. Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such or any other covenant, agreement, term or condition. Any party may, by notice delivered in the manner provided in this Agreement, but shall be under no obligation to, waive any of its rights or any conditions to its obligations hereunder, or any duty, obligation or covenant of the other party. No waiver shall affect or alter the remainder of this Agreement but each and every other covenant, agreement, term, and condition hereof shall continue in force and effect with respect to any other then existing or subsequently occurring breach.

XXII. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

XXIII. Employee Acknowledgment. Employee acknowledges that before signing this Agreement, Employee was given an opportunity to read it, evaluate it, and consult with an attorney and other personal advisors.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EMPLOYEE:                                          NOVELL:


/s/Eric Schmidt                                    /s/John A. Young
-------------------------                          -----------------------------
Eric Schmidt                                       John A. Young

EXHIBIT 10.12

NOVELL, INC.

STEWART G. NELSON EMPLOYMENT AGREEMENT

This Agreement is entered into as of this first day of November, 2000, (the "Effective Date") by and between Novell, Inc. (the "Company"), and Stewart G. Nelson ("Executive").

1. Duties and Scope of Employment.

(a) Position and Duties. As of the Effective Date, Executive will serve as Executive Vice President of the Company ("EVP"). Executive will render such business and professional services in the performance of his duties, consistent with Executive's position within the Company, as shall reasonably be assigned to him by the Company's Chief Executive Officer (the "CEO") and/or as are contemplated by the Company's bylaws. The period of Executive's employment under this Agreement is referred to herein as the "Employment Term."

(b) Obligations. During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board of Directors of the Company.

2. At-Will Employment. The parties agree that Executive's employment with the Company will be "at-will" employment and may be terminated at any time with or without cause or notice. Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment status with the Company. If the Executive's employment with the Company or a successor entity terminates for any reason, the Executive shall not be entitled to any severance payments, benefits, or compensation other than as provided by this Agreement.

3. Place of Employment. The Executive's services shall be performed at the Company's principal executive offices in Provo, Utah. The parties acknowledge, however, that the Executive will be required to travel frequently in connection with the performance of his duties hereunder.

4. Compensation.

(a) Base Salary. "Base Salary" shall mean the Executive's gross annual base salary, exclusive of bonuses, commissions, and other incentive pay. For all services to be rendered by the Executive pursuant to this Agreement, the Company agrees to pay the Executive during the Employment Period a Base Salary at an annual rate of not less than Five Hundred Thousand Dollars ($500,000). The Base Salary shall be paid in periodic installments in accordance with the Company's regular payroll practices. The Company agrees to review the

Base Salary at least annually consistent with the Company's normal practice (beginning in 2001) and to make such increases therein as the Company's Board of Directors may approve.

(b) Target Bonus. "Target Bonus" shall mean the annual percentage of Executive's Base Salary, which is available as a potential bonus. Beginning with the Company's 2001 fiscal year and for each fiscal year thereafter during the Employment Period, the Executive will be eligible to receive a Target Bonus of up to 75% of the Executive's Base Salary for such fiscal year based upon the achievement of certain financial and other criteria to be agreed upon by the Executive and the Company's Board of Directors including revenue and profitability targets and other organizational milestones. On or before the fifteenth day of each quarter, the Executive shall prepare and submit for the Board of Directors' approval, a management bonus program that will include the terms and conditions of the Executive's Bonus opportunity for such quarter.

The Bonus payable hereunder shall be payable quarterly in accordance with the Company's normal practices and policies and shall be determined with respect to the first three quarters of each fiscal year on the basis of unaudited quarterly financial statements and, with respect to the fourth quarter, on the basis of audited financial statements. The earned Bonus shall be paid within 60 days after such statements have been finally delivered to the Company's Board of Directors or as otherwise agreed by said Board of Directors and the Executive.

(c) Additional Restricted Stock On November 1, 2000, Executive shall be granted the right to purchase 100,000 shares of the Company's Common Stock (the "Additional Restricted Stock") at a price per share equal to ten cents ($.10). Executive shall have thirty (30) days in which to purchase the shares. Subject to accelerated vesting as provided elsewhere in this Agreement, the Additional Restricted Stock shall vest with respect to forty percent (40%) of the shares originally purchased on the first anniversary of the date of grant, and as to thirty percent (30%) of the shares yearly thereafter, so that the shares will be fully vested three (3) years from the date of grant, subject to Executive's continued service to the Company on the relevant vesting dates. This purchase is subject to Executive entering into the Company's form of Restricted Stock Purchase Agreement which provides the Company with the right to purchase unvested shares at the original purchase price in the event of Executive's termination of employment and other standard terms and conditions. In the event that there is an inconsistency between the Company's form of Restricted Stock Purchase Agreement and this Agreement, this Agreement shall supersede the Company's form of Restricted Stock Purchase Agreement.

(d) 5. Employee Benefits. During the Employment Period, the Executive shall be entitled to participate in employee benefit plans or programs of the Company, if any, to the extent that his position, tenure, salary, age, health and other qualifications make him eligible to participate, subject to the rules and regulations applicable thereto. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

6. Vacation. Executive will be entitled to paid vacation in accordance with the Company's vacation policy, with the timing and duration of specific vacations mutually and reasonably agreed to by the parties hereto.

7. Expenses. The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Executive during the Employment Period (in accordance with the policies and procedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures. The parties agree that for purposes of this paragraph, the Executive's air travel shall be coach class domestically and business class internationally.

8. Other Activities. The Executive shall devote substantially all of his working time and efforts during the Company's normal business hours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement, except for vacations, holidays and sickness. However, the Executive may devote a reasonable amount of his time to civic, community, or charitable activities and, with the prior written approval of the Board of Directors, to serve as a director of other corporations and to other types of business or public activities not expressly mentioned in this paragraph.

9. Severance. Executive shall be eligible for the following severance benefits:

(a) Definitions:

(i) Cause. For all purposes under this Agreement, "Cause" shall mean (A) Executive's continued violations of Executive's obligations which are demonstrably willful or deliberate on Executive's part after there has been delivered to the Executive a written demand for performance from the Company which describes the basis for the Company's belief that Executive has not substantially performed his or her duties, (B) Executive's engagement in willful misconduct which is injurious to the Company or its affiliates, (C) Executive's commission of a felony, an act of fraud against or the misappropriation of property belonging to the Company or its affiliates, (D) Executive's breaching, in any material respect, the terms of any confidentiality or proprietary information agreement between Executive and the Company, or (E) Executive's commission of a material violation of the Company's standards of employee conduct.

(ii) Change in Control. A "Change in Control" shall be deemed to have occurred: (A) upon the date of the close of any transaction in which the Company sells or otherwise disposes of all or substantially all of its assets; or (B) upon the date of the close of a merger transaction or consolidation of Company with any other entity or entities, provided that the shareholders of the Company, as a group, do not hold, immediately after such event, at least 50% of the voting power of the surviving or successor entity or entities; or (C) if any person or entity, including any "person" as such

term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), becomes the "beneficial owner" (as defined in the "Exchange Act") of Common Stock of the Company representing 50% or more of the combined voting power of the voting securities of the Company (exclusive of persons who are now officers or directors of the Company);

(iii) Involuntary Termination Other than for Cause and Not Following a Change in Control. "Involuntary Termination Other than for Cause and Not Following a Change in Control" shall mean (A) without the Executive's express written consent, a reduction in Executive's job title, (B) without the Executive's express written consent a substantial reduction in Executive's duties, authority and responsibilities compared to Executive's duties, authority and responsibilities immediately prior to such reduction or the removal of the Executive from such position and responsibilities, unless the Executive is provided with a comparable position (i.e., a position of equal or greater organization level, duties, authority, compensation and status; (C) without the Executive's express written consent, a substantial reduction in the Executive's Base Salary and/or Target Bonus potential of greater than twenty percent (20%) compared to the Executive's Base Salary and/or Target Bonus potential in effect immediately prior to such reduction and/or which is not part of an overall reduction in compensation also applied to other senior executives of the Company as a result of decreased business performance by the Company or one of its business units; (D) without the Executive's express written consent, the relocation of the Executive to a facility or a location more than thirty-five (35) miles from the Executive's then present location; (E) any purported termination of the Executive by the Company that is not effected for Disability or Cause or any purported termination for which the grounds relied upon are not valid; or (F) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in paragraph 16. Notwithstanding the foregoing, the Company shall have thirty (30) days following receipt by the Company's general counsel from the Executive of the written notice required under paragraph 21 herein to cure any of the above described circumstances.

(iv) Involuntary Termination Following a Change in Control. "Involuntary Termination Following a Change in Control" shall mean as a result of a Change in Control, within two (2) months prior to or twenty-four (24) months following such Change in Control: (A) without the Executive's express written consent, a substantial change or reduction of the Executive's duties, position or responsibilities, or the removal of the Executive from such position and responsibilities, unless the Executive is provided with a comparable position (i.e., a position of equal or greater organizational level, duties, authority, compensation and status); (B) without the Executive's express written consent, a substantial reduction in the Executive's Base Salary and/or Target Bonus potential of greater than twenty percent (20%) compared to the Executive's Base Salary and/or Target Bonus potential in effect immediately prior to such reduction and/or which is not part of an overall reduction in compensation also applied to other senior executives of the Company as a result of decreased business performance by the Company or one of its business units without the Executive's express written consent, (C) the relocation of the Executive to a facility or a location more than

thirty-five (35) miles from the Executive's then present location; (D) any purported termination of the Executive by the Company which is not effected for Disability or for Cause, or any purported termination for which the grounds relied upon are not valid; or (E) the failure of the Company to obtain the assumption of this Agreement by any successor contemplated by paragraph 16 in the event of a Change in Control. Notwithstanding the foregoing, the Company shall have thirty (30) days following receipt by the Company's General Counsel from the Executive of the written notice required under paragraph 21 herein to cure any of the above described circumstances.

(b) Benefits Upon Involuntary Termination Other than for Cause and Not Following a Change in Control or Upon Involuntary Termination Following a Change in Control. If Executive's employment with the Company terminates as the result of an Involuntary Termination Other than for Cause and Not Following a Change in Control or an Involuntary Termination Following a Change in Control, the Executive shall be entitled to receive the following benefits.

(i) Restricted Stock Vesting. All Restricted Stock, including but not limited to the Additional Restricted Stock, shall become one hundred percent (100%) vested and the Company shall have no repurchase right as to the number of shares of Restricted Stock that would have vested on the next anniversary of the Restricted Stock grant date;

(ii) Severance Payment. Executive shall receive a cash payment of three (3) times the sum of the Executive's Base Salary and Executive's Target Bonus potential at the time of the Executive's Involuntary Termination Other than for Cause. Any such Severance Payment shall be paid in cash by the Company to the Executive in no more than six (6) equal monthly installments. Notwithstanding the foregoing, the Company may pay the Severance Payment in a single, lump sum payment in lieu of monthly installments.

(iii) Stock Option Vesting. With respect to any Company stock options held by the Executive as of the date of any Involuntary Termination Following a Change of Control or as of the date of any Involuntary Termination Other than for Cause and Not Following a Change in Control, the Company shall accelerate the vesting of that portion of the Executive's stock options, if any, which would have vested within two (2) years after the date of the Executive's Involuntary Termination Other than for Cause and Not Following a Change in Control or Involuntary Termination Following a Change in Control, such options to remain exercisable, notwithstanding anything in any other agreement governing such options, for a period of one (1) year after such Involuntary Termination Other than for Cause and Not Following a Change in Control or Involuntary Termination Following a Change in Control, but in no event later than the expiration of such options as set forth in the option agreement(s).

(iv) COBRA Benefits. "COBRA" as used herein shall mean the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended. Executive shall receive a lump sum payment in an amount equal to the cost of COBRA continuation for a period of not less than thirty-six (36) months.

10. Voluntary Termination; Termination for Cause. If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then (i) Executive is not eligible for any benefits under this Agreement (except as to amounts already earned and/or stock options already vested at that time), and (ii) Executive will not be eligible for any severance benefits under any severance arrangement or plan of the Company.

11. Termination of Participation in Senior Management Severance Plan. Executive acknowledges and agrees that pursuant to Article III.C.(iii) of the Novell, Inc. Senior Management Severance Plan (the "Plan"), he is ineligible to receive any benefits under the Plan and his participation in the Plan will terminate upon his execution of this Agreement. Executive acknowledges and agrees that he is not due any benefits under the Plan, except as provided herein.

12. Disability; Death. If Executive's employment terminates by reason of the Executive's death, or by reason of Executive's Disability, then Executive shall not be entitled to receive the Severance Payment set forth in paragraph 9(b)(ii) herein. In the event that Executive's employment with the Company terminates because of Executive's death or Disability, Executive shall be entitled only to the following benefits under this Agreement: (A) with respect to any Company stock options held by the Executive as of the Executive's termination date, the Company shall accelerate the vesting of that portion of the Executive's stock options, if any, which would have vested within one (1) year after the Executive's death and/or disability, such options to remain exercisable, notwithstanding anything in any other agreement governing such options, for a period of one (1) year after such death and/or disability, but in no event later than the expiration of such options as set forth in the option agreement(s); and (B) with respect to any shares of Company Restricted Stock held by the Executive, including the Additional Restricted Stock, that are, on the date of Executive's death and/or disability, subject to the Company's repurchase right upon termination of the Executive's employment, the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested on the next vesting date following the date of Executive's death and/or disability. For purposes of this Agreement, "Disability" shall mean that Executive has been unable to perform his duties as an Executive as the result of incapacity due to physical or mental illness, and such inability, at least twenty-six (26) weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Executive or Executive's legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least thirty
(30) days' written notice by the Company of its intention to terminate Executive's employment. In the event that Executive resumes the performance of substantially all of his duties before the termination of Executive's employment becomes effective, the notice of intent to terminate shall automatically be deemed to have been revoked.

13. Proprietary Information. During the Employment Period and thereafter, Executive shall not, without the prior written consent of the Company's Board of Directors, disclose or use for any purpose (except in the course of his employment under this Agreement and in furtherance of the business of the Company or any of its affiliates or subsidiaries) any confidential information or proprietary data of the Company. As an express condition of the Executive's employment with the Company, the Executive agrees to execute confidentiality

agreements as requested by the Company, including but not limited to the Company's standard Intellectual Property Agreement (the "Confidentiality Agreement"), which is attached hereto as Exhibit A and incorporated herein by reference.

14. Non-Competition and Non-Solicitation.

(a) Non-Competition. Executive acknowledges that the nature of the Company's business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company during the twelve (12) months following the termination of Executive's employment, in any geographic area in which the Executive has done business on behalf of the Company, it would cause substantial and irreparable harm to the Company. Thus, to protect the Company's goodwill, trade secrets and confidential information, Executive agrees and acknowledges that Executive will not directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participation in the financing, operation, management or control of, any person, firm, corporation or business that competes with Company or is a customer of the Company. For this purpose, ownership of no more than one-half of one percent (.5%) of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision.

(b) Non-Solicitation. During the twelve (12) months after the termination of Executive's employment with the Company for any reason, Executive agrees and acknowledges that Executive will not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause an employee to leave his or her employment either for Executive or for any other entity or person.

(c) Understanding of Covenants. Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and
(ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants, and (iii) agrees that the length of time, scope and geographic coverage of these covenants are reasonable and are necessary to protect the interests of the Company.

15. Right to Advice of Counsel. The Executive acknowledges that he has consulted with counsel and/or tax advisors and is fully aware of his rights and obligations under this Agreement. The Company agrees to pay any and all reasonable fees and costs associated with such consultation incurred through the date the Agreement is executed by Executive and Company.

16. Successors. The Company will make reasonable efforts to negotiate with any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption agreement prior to: (i) the effectiveness of any such succession; and/or (ii) within three (3) business days subsequent to the close of any transactions in which the Company sells or disposes of all or substantially all of its assets; and/or (iii) within three (3) business days

subsequent to the close of a merger transaction, shall entitle the Executive to the benefits described in paragraph 9(b) of this Agreement, subject to the terms and conditions therein.

17. Assignment. This Agreement and all rights under this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors and assigns. This Agreement is personal in nature, and neither of the parties to this Agreement shall, without the written consent of the other (which consent will not be unreasonably withheld), assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity; except that the Company may assign this Agreement to any of its affiliates or wholly-owned subsidiaries, provided, that such assignment will not relieve the Company of its obligations hereunder. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.

18. Absence of Conflict. The Executive represents and warrants that his employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.

19. Notices.

(a) General. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given (i) on the date of delivery, or, if earlier, (ii) one (1) day after being sent by a well established commercial overnight service, or (iii) three (3) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Executive:        Stewart G. Nelson
                            155 North Pfeifferhorn Drive
                            Alpine, Utah   84004 and

                            Workman, Nydegger & Seeley
                            60 East South Temple, Suite 1000
                            Salt Lake City, Utah 84111

                            Attention:  Larry R. Laycock

If to the Company:          Josephine T. Parry
                            General Counsel
                            Novell, Inc.
                            1800 South Novell Place
                            Provo, Utah 84606

or to such other address or to the attention of such other person as the recipient party has previously furnished to the other party in writing in accordance with this paragraph.

20. Notice of Termination by the Company. Any termination by the Company of Executive's employment with the company shall be communicated by a notice of termination to Executive at least fourteen (14) days prior to the date of such termination (or at least thirty (30) days prior to the date of termination by reason of Executive's Disability). Such notice shall indicate the specific termination provision or provision in this Agreement relied upon (if any), shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the indicated provisions, and shall specify the termination date.

21. Notice by Executive of Involuntary Termination Other than for Cause and Not Following a Change in Control or Involuntary Termination Following a Change in Control. In the event that the Executive determines that an Involuntary Termination Other than for Cause and Not Following a Change in Control or an Involuntary Termination Following a Change in Control has occurred, the Executive shall give written notice to the Company that such Involuntary Termination Other than for Cause and Not Following a Change in Control or Involuntary Termination Following a Change in Control has occurred. Such notice shall be delivered by the Executive to the Company within ninety
(90) days following the date on which such Involuntary Termination Other than for Cause and Not Following a Change in Control or Involuntary Termination Following a Change in Control occurred, shall indicate the specific provision or provisions in this Agreement upon which the Executive relied to make such determination, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such determination. The failure by the Executive to include in the notice a fact or circumstance which contributes to a showing of Involuntary Termination Other than for Cause and Not Following a Change in Control or Involuntary Termination Following a Change in Control shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing Executive's rights hereunder.

22. Waiver. Failure or delay on the part of either party hereto to enforce any right, power, or privilege hereunder shall not be deemed to constitute a waiver thereof. Additionally, a waiver by either party or a breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of any subsequent waiver by such other party.

23. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

24. Integration. This Agreement, together with the Restricted Stock Purchase Agreement and the Intellectual Property Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of

any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto.

25. Headings. The headings of the paragraphs contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement.

26. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of Utah. Executive hereby consents to the exclusive and personal jurisdiction of the state and federal courts of Utah.

27. Counterparts. This Agreement may be executed in one or more counterparts, none of which need contain the signature of more than one party hereto, and each of which shall be deemed to be an original, and all of which together shall constitute a single agreement.

28. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes so long as such withholding is reasonable and consistent with the Company's normal practices.

29. Golden Parachute Excise Tax and Non-Deductibility Limitations. In the event that a payment or benefit received or to be received by the Executive could result in all or a portion of such payment to be subject to the excise tax under Section 4999 of the Code ("Code" shall mean the Internal Revenue Code of 1986, as amended), then the Executive's payment shall be either (i) the full payment, or (ii) such lesser amount which would result in no portion of the payment being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. All determinations required to be made hereunder shall be made by Ernst & Young or any other nationally recognized accounting firm that is the Company's outside auditor at the time of such determination (the "Accounting Firm"). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determination to the Company and the Executive. Notice must be given to the Accounting Firm within fifteen (15) business days after an event entitling the Executive to a payment under this Plan. For purposes of making a calculation required by this Article, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the applications of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make a determination hereunder. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this Article.

30. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to,

and has carefully read the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.

COMPANY:

NOVELL, INC.

By:   /s/Eric Schmidt                   Date: 11/13/00
   ---------------------------------         -----------------------------------

Title:  CEO
      ------------------------------

EXECUTIVE:


/s/Stewart Nelson                       Date:11/13/00
-------------------------------------        -----------------------------------
STEWART G. NELSON