Employment Agreement - Novell Inc. and Chris Stone


Novell, Inc.


January 30, 2002


Mr. Chris Stone
12 Old Meadow Lane
Harvard, MA  01451

Dear Chris,

On behalf of Novell, Inc. ("Novell"), I am pleased to
offer you the position of Vice Chairman-Office of the
Chief Executive Officer of Novell (the "Vice
Chairman"). Your responsibilities as the Vice
Chairman are more fully described in the attached
Schedule 1.

In this role you will report to Jack Messman,
Chairman and Chief Executive Officer of Novell. I am
eager to see the results of your contribution to
Novell as you offer your considerable talents and
abilities--and hope that we in turn enrich your
career and contribute to the fulfillment of your
professional goals.

Your gross annual base salary, exclusive of bonuses,
commissions and other incentive pay, will be
$600,000.00. This amount will be paid in installments
in accordance with Novell's standard payroll
practices (less applicable withholding).

In addition to your base salary, you will be eligible
to participate in Novell's bonus program which this
year will be paid quarterly. To participate in the
quarterly bonus program, you must be employed for the
entire quarter for which that bonus applies. Your
bonus will be based on company operating profit and
individual objectives established between yourself
and Jack. Your annualized target bonus will represent
100% of your base salary for the first 12 months, of
which 50% will be guaranteed.

To demonstrate our desire for you to begin employment
by March 1, 2002, Novell will pay you a sign-on bonus
of $350,000.00 (less applicable withholding). This
amount will be paid within three weeks of your first
date of employment. If you voluntarily terminate your
employment with Novell within the first 12 months of
the day that your employment commences, you agree
that you will repay Novell a pro-rated portion of the
sign-on bonus.

You will also be granted shares of Novell restricted
stock and a non-qualified stock option to purchase
shares of Novell common stock. These grants are more
fully described in the attached Schedule 2.

In  addition  to the  foregoing, you will be eligible
to participate in the Novell, Inc. Senior Management
Severance Plan (the  "Plan").  Schedule  3 more fully
explains  your participation  in the  Plan.  A copy
of the  Plan  is  also included in this offer letter
for your reference.

Novell also offers an outstanding benefit package,
which we view as an important part of our
compensation program. This full range benefit program
includes: four weeks of vacation, life, medical,
dental and disability insurance. Details regarding
these benefits are provided to you in the attached
Novell 2002 Flexware Comparison Chart. Other terms
that apply to this offer are set forth in the
attached Schedule 4:

Your expected start date will be March 1, 2002.
Federal employment laws require that you provide
verification of your eligibility to work in the
United States before you start employment. Please
review the I-9 instructions and bring the appropriate
identification necessary to complete the form on your
first day of employment.

If you accept this offer of employment, you
acknowledge and agree that the rights and obligations
under this offer letter and its attached schedules
and exhibit (the "Offer Letter") shall survive the
termination of your employment with Novell for any
reason and shall be binding upon your heirs,
executors, administrators and legal representatives.
This Offer Letter, upon its acceptance by you, is
binding on Novell's successors and assigns, and all
covenants in this Offer Letter shall inure to the
benefit of and be enforceable by said successors or
assigns.

The interpretation, performance and enforcement of
this Offer Letter shall be governed by and construed
in accordance with, the laws of the Commonwealth of
Massachusetts, without reference to conflicts of laws
principles. In addition, you agree that any dispute,
claim or proceeding arising out of or relating to
this Offer Letter shall be commenced and maintained
in any state or federal court in the Commonwealth of
Massachusetts and you submit to the exclusive venue
and jurisdiction of such court. The language of all
parts of this Offer Letter shall be construed as a
whole according to its fair meaning and shall not be
construed strictly either for or against either
party. Moreover, the terms "and," and "or" shall both
mean "and/or."

You acknowledge and agree that your acceptance of the
provisions set forth in this Offer Letter are a
material inducement to Novell's agreement to grant
restricted stock and stock options to purchase
Novell's common stock. You agree that the
restrictions contained in this Offer Letter are
necessary for the protection of the business and
goodwill of Novell and you consider them to be
reasonable for such purpose.

You also acknowledge and agree that upon your
acceptance of this offer of employment that any
breach or threatened breach of any provision of this
Offer Letter will cause Novell substantial and
irrevocable damage and monetary damages would be
inadequate to compensate Novell and, in addition to
any other remedies or rights it may have, Novell
shall be entitled to seek an injunction and all other
available equitable relief to enforce the terms of
this Offer Letter.

You further acknowledge and agree that the provisions
in this Offer Letter are necessary to protect
Novell's interests and are reasonable under the
circumstances, given that Novell conducts business
worldwide and that a competitive business may be
carried out anywhere in the world as a result of
advanced communications technology. Each provision
herein shall be treated as a separate and independent
clause, and the unenforceability of any one clause
shall in no way impair the enforceability of any of
the other clauses of the Offer Letter. If any
provision of this Offer Letter shall for any reason
be held to be excessively broad as to length of time,
scope, range of activities, geographic area or
otherwise so as to be unenforceable at law, such
provision(s) shall be reformed and construed by the
appropriate judicial body to the fullest extent
enforceable, and the remaining provisions of this
Offer Letter will not be affected.

This Offer Letter will remain valid through March 1,
2002. Please signify acceptance of this offer by
signing the "Acceptance and Acknowledgment" attached
to this Offer Letter, as well as Novell's
Intellectual Property Agreement, Novell's Conflicts
Disclosure Form, and the Licensing of Technology
Transfer Questionnaire, all of which are enclosed.
Return the signed copies of these documents to Novell
Human Resources c/o Alan Friedman (at 8 Cambridge
Center, Cambridge, MA 02142) in the enclosed
pre-addressed envelope, and retain any copies for
your files. Please understand that your employment
with Novell constitutes at-will employment.

Again, we look forward to your joining Novell. If you
have questions or wish to discuss this offer, please
contact me.

Sincerely,


Alan J. Friedman
Senior Vice President, People






ACCEPTANCE AND ACKNOWLEDGMENT


I accept the offer of employment from Novell as set
forth in the offer letter dated January 30, 2002,
together with its attached schedules (the "Offer
Letter"). I understand and acknowledge that my
employment with Novell is for no particular duration
and is at-will, meaning that Novell or I may
terminate the employment relationship at any time,
with or without cause and with or without prior
notice. Additionally, I acknowledge that this offer
of employment is contingent upon successful
completion of a background check which is currently
in progress and, if applicable, upon authorization in
the form of an export license from the U.S. Dept. of
Commerce, Bureau of Export Administration, Office of
Export Licensing or the U.S. Department of State,
Office of Defense Trade Controls.

I understand and agree that the terms and conditions
set forth in the Offer Letter represent the entire
agreement between Novell and me superseding all prior
negotiations and agreements, whether written or oral.
I understand that the terms and conditions described
in the Offer Letter are the terms and conditions of
my employment. No one other than Novell's Senior Vice
President of People or the CEO of Novell is
authorized to enter into any employment or other
agreement that modifies the terms of the Offer
Letter, and any such modification must be in writing
and signed by either such executive. In addition, I
understand that any promotions, increases in
compensation and/or offers regarding other positions
must be in writing and signed by my manager and the
appropriate individual in the Human Resources
Department. I understand that Novell may modify
benefits as well as other plans and programs from
time to time as it deems necessary. As an employee of
Novell I understand and agree that I will be bound to
abide by the company's policies and procedures.



Signature


Chris Stone


Date








         Schedule 1 to Chris Stone offer letter of January 30, 2002

As Vice  Chairman-Office  of the Chief Executive  Officer of Novell,  Inc.,  you
will have  responsibility  for following areas within Novell:

1.       Research & Development
2.       Marketing (including Product Marketing, Outbound Marketing, and Marcom)
3.       Alliances
4.       Novell Technical Services (Novell Customer Services and Education)
5.       Solutions Development
6.       Consulting (Functional Leadership)
7.       Industry Analysts
8.       Chief Technology Officer

  At an appropriate time, Novell will separate the Information Technology
  Department from the financial function and have it report to you. Novell's
  organizational structure will need to change to accommodate these reporting
  relationships. Novell will endeavor to make these organizational changes as
  quickly as possible upon your arrival.






         Schedule 2 To Chris Stone Offer Letter of January 30, 2002

Grant of Novell Restricted Stock

Upon the commencement of your employment with Novell, you will be granted
200,000 shares of Novell restricted stock according to the following vesting
schedule:

o        10% on the first annual anniversary date of the grant
o        10% on the second anniversary date of the grant
o        80% on the third anniversary date of the grant


Grant of Non-Qualified Novell Stock Option

Upon the commencement of your employment with Novell, you will be granted a
non-qualified stock option to purchase 600,000 shares of Novell common stock at
an exercise price equal to the fair market value (as determined in accordance
with the applicable Novell stock plan) of the stock on your first day of
employment. Your option will vest according to the following schedule:

o        25% on the first annual anniversary date of the grant, and thereafter
         the remaining 75% in equal monthly installments over the next three
         years so that this grant will be fully vested on the fourth anniversary
         of your date of grant


Both the grant of restricted stock and the non-qualified stock option are
subject to you executing the appropriate documentation that will confirm the
action taken by the Compensation Committee of the Novell Board of Directors in
connection with these grants. The Shareholder Services Department will provide
you with this documentation upon the commencement of your employment.








           Schedule 3 to Chris Stone Offer Letter of January 30, 2002

You will be able to participate in the Novell, Inc. Senior Management Severance
Plan (the "Plan") and you will be eligible for the benefits provided under the
Plan subject to the following specific clarifications:

1.                With respect to your severance payment, as described under
                  Article IV A.1.of the Plan, it will be 18 months of your base
                  salary.

2.                With respect to your non-compete and non-solicit covenant, as
                  described in Article VII A. and B. of the Plan respectively,
                  the time period associated with each is (i) 18 months in the
                  case of an involuntary termination other than for cause and
                  other than following a change in control, and (ii) 24 months
                  in the case of an involuntary termination following a change
                  in control.








           Schedule 4 to Chris Stone Offer Letter of January 30, 2002

You recognize  that it is important to protect the rights to
property, trade secrets and confidential information and any
related   rights   belonging   to  Novell,   including   its
predecessors  and  successors,  and  its  past  and  present
subsidiaries,   business  units,  divisions  and  Affiliated
Companies ("Novell").  "Affiliated Companies" of Novell will
be companies directly or indirectly controlling,  controlled
by or under common  control  with Novell,  Inc. A Company is
controlled by ownership of more than 50% of shares  entitled
to vote  for  directors  or  persons  performing  a  similar
function, or by actual control of the Board of Directors. As
such,  in  consideration  and as a condition of your initial
and  continued  employment  with  Novell and the  additional
benefits associated therewith, you agree as follows:


Confidential  Information:  At all times,  whether during or
after  termination  (for any reason) of your employment with
Novell,  you will  keep in  strictest  confidence  and trust
Novell's Confidential Information (defined below), including
that which you create. Except as may be necessary to perform
your  duties  for  Novell  or  except  with  prior   written
permission of the CEO of Novell,  you will not,  directly or
indirectly,  disclose  to any  person or  entity,  or use or
permit to be used, any Confidential Information.

Novell Property: You agree that all Novell Property (defined
below) shall be and remain the sole and  exclusive  property
of Novell.  You agree that during your  employment you shall
not  make,  use or  permit  to be used any  Novell  Property
except for the  benefit of Novell.  You  further  agree that
after  termination  of your  employment  with Novell for any
reason,  you will not use,  or  permit  others  to use,  any
Novell  Property.  Upon  termination of your employment with
Novell for any reason,  you will  immediately  surrender  to
Novell all Novell  Property in your  possession,  custody or
control.

Disclosure and Assignment of Inventions:  You will fully and
promptly  disclose to Novell and no one else all  Inventions
(defined below) generated, authored, conceived,  discovered,
developed  or reduced to practice or learned by you,  either
alone or jointly  with  others,  while you are  employed  by
Novell.  You agree that all  Inventions  are and will be the
sole and absolute  property of Novell (and its assigns),  as
works  made  for  hire  or  otherwise.  To  the  extent  any
Inventions  are not or are  deemed  not to be works made for
hire, you hereby assign to Novell any and all rights,  title
and  interest  (including  but not limited to,  tangible and
intangible rights such as patents,  copyrights,  trademarks,
trade secrets, licensing and publishing rights) that you now
have or may acquire in and to all  Inventions,  benefits and
rights  relating  thereto,  domestic or foreign.  You hereby
waive all claims to moral rights you may have in Inventions.
You agree that you will sign all papers, including,  without
limitation,  copyright  applications,  patent  applications,
declarations,  oaths,  formal  assignments,   assignment  of
priority  rights,  and powers of attorney,  which Novell may
deem  necessary  or desirable in order to protect its rights
and interests in any Invention.  You further agree to assist
Novell in every  reasonable  way, both during and after your
employment  with Novell (at  Novell's  expense),  to obtain,
maintain and from time to time enforce patents,  copyrights,
trademarks,  trade secrets,  mask work, and other rights and
protections relating to Inventions.

Prior  Inventions:  If, before  employment with Novell,  you
created  any  Inventions  that you wish not to be subject to
this Schedule 4, then all such Inventions must be identified
in the  attached  Exhibit  A. Your  failure  to attach  such
Exhibit A to this  Schedule 4 and to sign your  initials  on
the next line constitutes your  representation that you have
made no such Inventions by the time you signed this Schedule
4.

Non-Solicitation: While you are employed by Novell and for a
two-year   period  after   voluntary   termination  of  your
employment  for any  reason,  you will  not,  without  prior
written  permission  from  the CEO of  Novell,  directly  or
indirectly  (whether alone or as a partner,  joint venturer,
consultant, officer, director, investor, employee, agent, or
independent  contractor),  whether for yourself or on behalf
of any other person or entity, actually or attempt to:

(a) Solicit (defined below) any Employee  (defined below) to
become  employed or  retained by any person or entity  other
than Novell; retain, employ or hire any Employee; or induce,
encourage,  persuade  or cause  any  Employee  to  terminate
employment with Novell for any reason.

(b) accept  employment  with a competitor of Novell in which
you knowingly  interfere with contracts or related follow-on
business in effect at the time of your  termination  between
Novell and its customers and/or partners.

(c)  knowingly  permit any person or entity that employs you
or that  is  directly  or  indirectly  controlled  by you to
engage   in  any  of  the   conduct   prohibited   by   this
Non-Solicitation section.

No Conflicting  Obligations:  You represent that you have no
interest or obligation  that is  inconsistent or in conflict
with this  Schedule 4, or that may prevent,  limit or impair
your  performance  of any part of this Schedule 4. You agree
to  notify  Novell  immediately  if  any  such  interest  or
obligation  arises.  You  also  represent  that you will not
bring  with  you  or  disclose  to  Novell,  or  use  in the
performance  of  your   responsibilities   at  Novell,   any
confidential  information  not  generally  available  to the
public of a former  employer or any other party,  unless you
have obtained written  authorization  for its possession and
use. You also agree that,  during your employment by Novell,
you shall abide by any  confidentiality  obligations you may
owe to any former  employer or other  party.  You also agree
and represent that you are not bound by any valid  agreement
or obligation of non-competition or  non-solicitation to any
former employers or other parties.

Employee At-Will: Your employment is "at-will" and, as such,
Novell or you may terminate  your  employment for any reason
at any time. There are no  representations  or promises that
your  employment  either will continue for a specific period
or be terminated only under particular circumstances.

Definitions:  The  terms  used in this  Schedule  4 have the
following meaning:

(a)  "Confidential  Information"  means all  information and
know-how, whether or not in writing, of a private, secret or
confidential  nature  concerning  the Company's  business or
financial  affairs and includes,  but is not limited to, the
following:   any  and  all  versions  of  Novell's  computer
software and documentation and all other software, hardware,
algorithms,   schematics,  source  documents,   engineering,
strategic and tactical plans,  documentation and information
created,  developed,  produced  or  distributed  by  Novell;
Novell's  business  methods and practices and all other data
or information  concerning Novell's business;  the corporate
data repository known as "Knowledgeworks" or as it may later
be  known,  and  all  the  information  and  data  contained
therein,    including    without    limitation    templates,
methodologies,  handbooks, matrices and client deliverables;
names,    addresses,    business   information,    contacts,
requirements  and lists of all  Novell  actual or  potential
suppliers,   customers  and  partners,  and  the  nature  of
Novell's relationships with such persons or entities; sales,
strategic, tactical, business, financial or marketing plans,
budgets,   reports,   projections  and  other   information;
information regarding  compensation,  employees' performance
and  all  other  personnel-related  matters;   confidential,
proprietary or trade secret  information  provided to Novell
by its potential or actual customers,  suppliers,  partners,
employees, consultants, co-venturers or other third parties;
and any other  information not generally known to the public
(including information about Novell's operations,  finances,
products or  services)  that Novell  maintains  or otherwise
considers as confidential.

(b) "Novell  Property"  includes,  but is not limited to the
following:  all originals  and copies (in whatever  form) of
Confidential  Information  and  Inventions,  and any and all
notes, data, notebooks,  memoranda, lists, records, reports,
drawings,  sketches,   specifications,   computer  programs,
designs, graphics,  architectures,  frameworks,  devices and
models  (or  portions  of any of  them),  passwords,  codes,
personal  computers,   laptops,   fax  machines,   scanners,
copiers,  printers,  tools, cd-roms,  diskettes,  intangible
information  stored on diskettes,  pagers,  cellular phones,
credit cards, telephone charge cards, manuals, building keys
and  passes,   access  cards,   parking   passes,   and  any
documentation  or other  materials  of any  nature,  whether
written,  printed,   electronic  or  in  digital  format  or
otherwise,   relating  to  any  matter  concerning  Novell's
business  and any other  Novell  Property in my  possession,
custody or control.

(c)  "Employee"  shall mean any  employee of Novell,  or any
person  whose  employment  with Novell  terminated  (for any
reason)  within six  months of any  activity  prohibited  by
subsection (a) of the Non-Solicitation section.

(d)  "Inventions"  includes,  but is  not  limited  to,  the
following:   all   discoveries,    developments,    designs,
improvements,   inventions,  formulae,  processes,  methods,
works of authorship,  articles, books, manuals,  techniques,
computer software or hardware  programs,  strategies,  trade
secrets,  know-how and data,  whether or not  patentable  or
registerable,  and all work  product (by me or anyone  else)
relating thereto, that (a) relate to research or development
activities  or the  business  of  Novell  or any  actual  or
potential  customer,  partner or supplier of Novell;  or (b)
result from tasks  assigned to you by Novell;  or (c) result
from use of premises or personal  property (whether tangible
or intangible) owned,  leased,  contracted for or controlled
by Novell.

(e)  "Solicit"  includes,  without  limitation,  any and all
involvement  by you in any  communications  or contacts with
any Employee or Customer/Partner (or any person or entity on
his/her/its respective behalf), regardless of whether or not
you make the first  contact,  concerning (i) with respect to
subsection (a) of the  Non-Solicitation  Section:  potential
employment,  terms  and  conditions  of  employment  or  job
opportunities  with any person or entity  other than Novell;
and   (ii)   with   respect   to   subsection   (b)  of  the
Non-Solicitation   Section,  the  potential  performance  of
services,  conduct of business  or forming of  relationships
with any person or entity  other than  Novell.  In addition,
"solicit"   for   purposes   of   subsection   (a)   of  the
Non-Solicitation  Section also includes your  involvement in
any  manner  in  any  interviewing,   recruiting  or  hiring
processes that may involve an Employee.

The above  terms/modifications  of this Schedule 4 supersede
all prior or contemporaneous agreements,  representations or
understandings,  written or oral,  by or between  Novell and
you concerning the subject matter set forth in this Schedule
4, and  shall  constitute  the only  agreement  between  the
parties concerning such subject matter.  This Schedule 4 may
only be modified by a court of competent  jurisdiction  or a
written  agreement  signed  by  you  and an  executive  vice
president of Novell.  Novell's  waiver of any default of you
shall not  constitute  a waiver  of its  rights  under  this
Schedule 4 with respect to any subsequent default by you.









Exhibit A to Schedule 4
Disclosure of Prior Inventions

(If applicable, please provide information below)