Employment Agreement - Novell Inc. and Stewart G. Nelson


                                  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



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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.



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        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



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        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



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        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.



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        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



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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



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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



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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



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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,



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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



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