-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WCAJO7Jl3lihniwG7CmkbzqFE9IGybBSfB1DXudxTNptC2unOcL9ZHHmrqd7XS8f h0vyQgZ45ZTFyLQj1D6dGQ== 0000758004-09-000196.txt : 20091215 0000758004-09-000196.hdr.sgml : 20091215 20091215163238 ACCESSION NUMBER: 0000758004-09-000196 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091211 FILED AS OF DATE: 20091215 DATE AS OF CHANGE: 20091215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EBZERY JAMES P CENTRAL INDEX KEY: 0001243946 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13351 FILM NUMBER: 091242055 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOVELL INC CENTRAL INDEX KEY: 0000758004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 870393339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 404 WYMAN STREET, SUITE 500 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 8018617000 MAIL ADDRESS: STREET 1: 1800 SOUTH NOVELL PLACE CITY: PROVO STATE: UT ZIP: 84606 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2009-12-11 0 0000758004 NOVELL INC NOVL 0001243946 EBZERY JAMES P NOVELL, INC. 404 WYMAN STREET, SUITE 500 WALTHAM MA 02451 0 1 0 0 SVP & GM, ISM Common Stock 49381 D Common Stock 25000 D Common Stock 16767 D Common Stock 41208 D Common Stock 70488 D Stock Option (right to buy) 7.33 2015-04-30 Common Stock 80000 D Stock Option (right to buy) 6.71 2015-12-18 Common Stock 62096 D Stock Option (right to buy) 6.71 2008-12-23 2015-12-18 Common Stock 19405 D Stock Option (right to buy) 3.64 2016-12-16 Common Stock 93750 D Stock Option (right to buy) 3.99 2017-12-08 Common Stock 144230 D Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on April 30, 2007. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in two equal installments on April 30, 2010 and April 30, 2011. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on December 18, 2007. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in three equal installments on December 18, 2009, December 18, 2010 and December 18, 2011. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on December 16, 2008. As restricted stock units vest, the vested units are automatically converted to common stock on a one-for-one basis without payment of additional consideration on the vesting date. The restricted stock units will vest in four equal installments on December 16, 2009, December 16, 2010, December 16, 2011 and December 16, 2012. Represents shares of common stock that may be issued upon the vesting of a like number of restricted stock units granted on December 8, 2009. The units will vest in three equal installments if the last reported sales price of Novell's common stock on NASDAQ for the immediately preceding 20 consecutive trading day period equals or exceeds $5.50, $7.00 and $8.50 respectively, which target prices are subject to reduction at the discretion of the Company's Board of Directors or a committee thereof. As the restricted stock units vest, the vested units will automatically be converted to vested common stock on a one-for-one basis. Any units that have not vested by December 8, 2016, will be forfeited. The option vested 25% on April 30, 2008, and vests 2.0833% monthly thereafter, so that the option will be fully vested on April 30, 2011. The option vested 25% on December 18, 2008, and vests 2.0833% monthly thereafter, so that the option will be fully vested on December 18, 2011. On December 18, 2007, the reporting person was granted on option to purchase 77,620 shares of common stock. The option vests in four equal annual installments based on Novell's satisfaction of certain performance criteria for each of the fiscal years ending October 31, 2008, 2009, 2010 and 2011. The performance criteria for fiscal year ended October 31, 2008 was met, resulting in the vesting of the option as to 19,405 shares. The option will vest 25% on December 16, 2009, and will vest 2.0833% monthly thereafter, so that the option will be fully vested on December 16, 2012. The option will vest 25% on December 8, 2010, and will vest 2.0833% monthly thereafter, so that the option will be fully vested on December 8, 2013. /s/ Elspeth Grant Pruett/Attorney-in-fact 2009-12-15 EX-24 2 ebzery.htm EXHIBIT 24 - POWER OF ATTORNEY
POWER OF ATTORNEY



 Know all men by these presents, that the undersigned hereby

constitutes and appoints Scott N. Semel, Barbara A. Dirsa and

Elspeth Grant Pruett, signing singly, the undersigned's true and

lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director

of Novell, Inc. (the "Company"), Forms 3, 4 and 5 in

accordance with Section 16(a) of the Securities

Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of

the undersigned which may be necessary or desirable to

complete and execute any such Form 3, 4 or 5 and

timely file such form with the United States

Securities and Exchange Commission and any stock

exchange or similar authority; and



(3) take any other action of any type whatsoever in

connection with the foregoing which, in the opinion of

such attorney-in-fact, may be of benefit to, in the

best interest of, or legally required by, the

undersigned, it being understood that the documents

executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall

be in such form and shall contain such terms and

conditions as such attorney-in-fact may approve in

such attorney-in-fact's discretion.



        The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform any and every act and

thing whatsoever requisite, necessary, or proper to be done in

the exercise of any of the rights and powers herein granted, as

fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution

or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of

this power of attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorney-in-

fact, in serving in such capacity at the request of the

undersigned, is not assuming, nor is the Company assuming, any

of the undersigned's responsibilities to comply with Section 16

of the Securities Exchange Act of 1934.



        This Power of Attorney shall remain in full force and

effect until the undersigned is no longer required to file Forms

3, 4 and 5 with respect to the undersigned's holdings of and

transactions in securities issued by the Company, unless earlier

revoked by the undersigned in a signed writing delivered to the

foregoing attorney-in-fact.



        IN WITNESS WHEREOF, the undersigned has caused this Power

of Attorney to be executed as of this 11th day of December,

2009.





              Signature: /s/ James P.

Ebzery



              Print Name: James P. Ebzery

POA.2009



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