X0201 4 2003-12-15 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 9.4200 2003-12-15 4 A 0 565500 0 A 2004-12-15 2011-12-15 Common Stock 565500 565500 D Stock Option to buy 9.4200 2003-12-15 4 A 0 141500 0 A 2011-12-15 Common Stock 141500 141500 D Stock Option to buy 9.4200 2003-12-15 4 A 0 141500 0 A 2011-12-15 Common Stock 141500 141500 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 1.15 multiplied by the exercise price of the option; 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 1.265 multiplied by the exercise price of the option; provided that if such condition is satisfied prior to the second annual anniversary of the date of the grant, the vesting date shall occur on such second 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, monthly thereafter so that options are fully vested in 4 years. By: /s/ Betty DePaola authorized signer for 2003-12-17