A non-employee Chairperson of the Board of Directors will receive an annual Board retainer of $125,000 paid quarterly in advance on May 1, August 1, November 1, and February 1.

Each non-employee member of the Board of Directors other than the non-employee Chairperson will receive an annual Board retainer of $50,000 paid quarterly in advance on May 1, August 1, November 1, and February 1.

The non-employee director who serves as Chairperson of the Audit Committee will receive, in addition to his or her Board retainer, an annual Committee retainer of $20,000 paid quarterly in advance on May 1, August 1, November 1, and February 1.

Each non-employee director who serves as Chairperson of a Board Committee other than the Audit Committee will receive, in addition to his or her Board retainer, an annual Committee retainer of $10,000 paid quarterly in advance on May 1, August 1, November 1, and February 1.

Retainers are paid through the end of the quarter in which service as a Director terminates.

Pursuant to a deferral program effective for calendar years prior to 2010 (the “Prior Deferral Program”), non-employee directors were permitted to convert all or any portion of their annual Board retainers (but not their Committee retainers) to Common Stock Equivalents (the “Retainer CSEs”).

With respect to calendar years beginning with calendar year 2010, non-employee directors may convert their annual Board retainers to Retainer CSEs pursuant to the Novell, Inc. 2009 Directors Deferral Plan, a sub-plan of the Novell, Inc. 2009 Omnibus Incentive Plan (the “2009 Deferral Program”).

Each non-employee director will receive $1,500 for each Board and Board telephonic meeting he or she attends.

Each non-employee director will receive $1,500 for each Committee and Committee telephonic meeting he or she attends as a Committee member.

Each non-employee director will receive an annual equity award with a value of $130,000 (the “Annual Equity Award”).

The Annual Equity Award will be granted at the first Compensation Committee meeting following Novell’s Annual Meeting of Stockholders that falls during an open trading window for Novell’s securities.

The Annual Equity Award will be comprised of stock options with a grant date value of $43,000 and either restricted stock units or shares of restricted stock, as elected by each non-employee director, with a grant date value of $87,000.

The stock options and either restricted stock units or shares of restricted stock comprising the Annual Equity Award will vest in full upon the earlier to occur of one year from the date of grant or the business day prior to the date of the next annual meeting of stockholders following the grant date and will have the following additional terms:

New non-employee directors will receive a one-time grant of 50,000 stock options that will vest in full upon the earlier to occur of one year from the date of grant or the business day prior to the date of the next annual meeting of stockholders following the grant date.

Pursuant to the 2009 Deferral Program, non-employee directors may defer receipt of the shares of Novell common stock received upon vesting of the restricted stock units portion of the Annual Equity Award until the earliest to occur of (i) a change of control; (ii) a non-employee director’s separation from service; or (iii) if elected, the Deferral Payment Date.

Non-employee directors may not sell shares of Novell common stock unless they continue to own an amount of Novell common stock equal to three times their annual Board retainer.

Novell will provide reimbursement for attendance to all Board and Committee meetings covering the following:

Novell will provide reimbursement for attendance to one conference per year covering the following:

Novell will provide reimbursement for new non-employee directors for attendance to one third-party orientation program covering the following: