X0202 4 2004-12-14 0 0000758004 NOVELL INC NOVL 0001187708 MESSMAN JACK L 1800 S. NOVELL PLACE, SJF-1-100 PROVO UT 84606 1 1 0 0 Chairman, President and CEO Stock Option to buy 6.6700 2004-12-14 4 A 0 387882 0 A 2012-12-14 Common Stock 387882 387882 D Stock Option to buy 6.6700 2004-12-14 4 A 0 387882 0 A 2012-12-14 Common Stock 387882 387882 D Stock Option to buy 6.6700 2004-12-14 4 A 0 775764 0 A 2005-12-14 2012-12-14 Common Stock 775764 775764 D 100% of the options vest on the close of business on the thirtieth consecutive trading day that the reported closing price of Novell's Common Stock on the NASDAQ National Market has been greater than or equal to $7.67; provided that if such condition is satisfied prior to the first annual anniversary of the date of grant, the vesting date shall occur on such first annual anniversary. If this condition is not satisfied, all of such options shall vest on the sixth annual anniversary of the date of grant. 100% of the options vest on the close of business on the thirtieth consecutive trading day that the reported closing price of Novell's Common Stock on the NASDAQ National Market has been greater than or equal to $8.67; provided that if such condition is satisfied prior to the first annual anniversary of the date of the grant, the vesting date shall occur on such first annual anniversary. If this condition is not satisfied, all of such options shall vest on the sixth annual anniversary of the date of grant. Of these shares, 25% vest after 1 year, and 2.0833% vest monthly thereafter so that the options are fully vested on the fourth annual anniversary of the date of grant. By: /s/ Betty DePaola authorized signer for 2004-12-14