EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 10th, 2002 • Novell Inc • Services-prepackaged software • Delaware
RECITALSStockholder's Agreement • June 18th, 2002 • Novell Inc • Services-prepackaged software • Delaware
NOVELL, INC.Employment Agreement • January 26th, 2001 • Novell Inc • Services-prepackaged software • Utah
Mr. Richard A. Nortz July 12, 2001 Page 15 [NOVELL, INC. LETTERHEAD] July 12, 2001 Mr. Richard A. Nortz 11826 Hidden Canyon Lane Sandy, Utah 84092 Dear Rich: This letter agreement (the "Agreement") confirms the agreement that we have reached regarding...Letter Agreement • March 15th, 2002 • Novell Inc • Services-prepackaged software
RECITALSCommon Stock and Warrant Purchase Agreement • October 12th, 1999 • Novell Inc • Services-prepackaged software • Delaware
AGREEMENTAgreement • January 28th, 2002 • Novell Inc • Services-prepackaged software • California
NOVELL, INC. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C. RIGHTS AGENT PREFERRED SHARES RIGHTS AGREEMENT DATED AS OF DECEMBER 7, 1988, AS AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 20, 1999Preferred Shares Rights Agreement • December 13th, 1999 • Novell Inc • Services-prepackaged software • Delaware
BY AND AMONG NOVELL, INC.Agreement and Plan of Reorganization • March 16th, 2001 • Novell Inc • Services-prepackaged software • Delaware
EXHIBIT 10.16 [NOVELL LOGO] LOAN AGREEMENT THIS AGREEMENT made this fourth day of April 2001 by and between Ronald C. Foster residing at 1530 Hillview Road, Los Altos, CA 94024 (hereinafter referred to as the Borrower) and Novell, Inc., a Delaware...Loan Agreement • January 28th, 2002 • Novell Inc • Services-prepackaged software • Utah
AGREEMENT AND PLAN OF MERGER by and among ATTACHMATE CORPORATION, LONGVIEW SOFTWARE ACQUISITION CORP. and NOVELL, INC. NOVEMBER 21, 2010Agreement and Plan of Merger • November 22nd, 2010 • Novell Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 21, 2010 (as may be amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among Novell, Inc., a Delaware corporation (the “Company”), Attachmate Corporation, a Washington corporation (“Parent”), and Longview Software Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).
Exhibit (d)(8) June 5, 2002 Mr. John P. Judge Vice President, North America Sales SilverStream Software, Inc. Two Federal Street Billerica, MA 01821-3559 Dear John: As you know, Novell is currently negotiating with SilverStream to enter into a merger...Silverstream Standard Employee Agreement • June 18th, 2002 • Novell Inc • Services-prepackaged software
July 11, 2001Letter Agreement • January 28th, 2002 • Novell Inc • Services-prepackaged software
SEVERANCE AGREEMENTSeverance Agreement • March 11th, 2010 • Novell Inc • Services-prepackaged software • Massachusetts
THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of February 1 , 2007 is made and entered by and between Novell, Inc., a Delaware corporation (the “Company”), and Colleen O’Keefe (the “Executive”).
WITNESSETH:Severance Agreement • January 29th, 2004 • Novell Inc • Services-prepackaged software • Massachusetts
WITNESSETH:Severance Agreement • January 29th, 2004 • Novell Inc • Services-prepackaged software • Massachusetts
NOVELL, INC.Restricted Stock Unit Agreement • June 8th, 2010 • Novell Inc • Services-prepackaged software • Delaware
MICROSOFT — NOVELL PATENT COOPERATION AGREEMENT (Amended and Restated)Patent Cooperation Agreement • August 23rd, 2011 • Novell Inc • Services-prepackaged software • New York
This patent cooperation agreement (“Agreement”) is effective as of November 2, 2006 (“Effective Date”) by and between Microsoft Corporation, a Washington corporation having a primary place of business at One Microsoft Way, Redmond, Washington, USA 98052, and Microsoft Corporation’s Subsidiary, Microsoft Licensing, GP, a Nevada general partnership having its primary place of business at 61000 Neil Road, Reno, Nevada, USA 89511 (“MLGP”) (collectively, “Microsoft”), and Novell, Inc., a Delaware corporation having a primary place of business at 404 Wyman, Waltham, Massachusetts, USA 02451 (“Novell”). Microsoft and Novell are herein referred to separately as “a party” or collectively as “the parties” and when capitalized as “Party” or “Parties” also include their respective Subsidiaries.
SETTLEMENT AGREEMENTSettlement Agreement • March 11th, 2005 • Novell Inc • Services-prepackaged software
This Settlement Agreement is entered into as of this 8th day of November, 2004 (the “Effective Date”), by and between Novell, Inc., a corporation organized and existing under the laws of the State of Delaware, and its subsidiaries and affiliates (collectively, “Novell”), on the one hand, and Microsoft Corporation, a corporation organized and existing under the laws of the State of Washington, and its subsidiaries and affiliates (collectively, “Microsoft”), on the other hand. Novell and Microsoft are each sometimes referred to individually as a “Party” and collectively as the “Parties.”
WITNESSETH:Severance Agreement • June 16th, 2003 • Novell Inc • Services-prepackaged software • Massachusetts
NOVELL, INC.Restricted Stock Unit Agreement • June 8th, 2010 • Novell Inc • Services-prepackaged software • Delaware
NOVELL, INC.Nonqualified Stock Option Grant Agreement • June 8th, 2010 • Novell Inc • Services-prepackaged software • Delaware
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of , 20 (the “Date of Grant”), is delivered by Novell, Inc. (the “Company”) to (the “Grantee”).
WITNESSETH:15 Severance Agreement • January 13th, 2005 • Novell Inc • Services-prepackaged software • Massachusetts
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2009 • Novell Inc • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) dated the [•] day of [•], 20[•], by and between Novell, Inc., a Delaware corporation (the “Company”), and [•], an individual (“Indemnitee”).
SECOND AMENDED AND RESTATED TECHNICAL COLLABORATION AGREEMENTTechnical Collaboration Agreement • May 25th, 2007 • Novell Inc • Services-prepackaged software • New York
This Second Amended and Restated Technical Collaboration Agreement (“Agreement”) is entered into as of November 2, 2006 (“Effective Date”) between Novell, Inc., a Delaware corporation with principal offices at 404 Wyman Street, Waltham, Massachusetts 02451 (“Novell”) and Microsoft Corporation, a Washington corporation with principal offices at One Microsoft Way, Redmond, WA 98052-6399 (“Microsoft”).
SEPARATION OF EMPLOYMENT AND GENERAL RELEASE AGREEMENTEmployment and General Release Agreement • March 11th, 2010 • Novell Inc • Services-prepackaged software • Massachusetts
THIS SEPARATION OF EMPLOYMENT AND GENERAL RELEASE AGREEMENT (the “Agreement”) is made by and between Novell, Inc. (the “Company”) and Jeffrey M. Jaffe (“Executive”), as of the Effective Date (as defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 21st, 2011 • Novell Inc • Services-prepackaged software • Delaware
This Amendment, effective as of April 20, 2011, amends the Agreement and Plan of Merger, dated as of November 21, 2010 (the “Merger Agreement”), by and among Novell, Inc., a Delaware corporation (the “Company”), Attachmate Corporation, a Washington corporation (“Parent”), and Longview Software Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are collectively referred to herein as the “Parties.”
Kathy Brittain White c/o Novell, Inc. Waltham, MA 02451 Dear Ms. White:Novell Inc • June 8th, 2010 • Services-prepackaged software
You and Novell, Inc. (the “Company”) are parties to (1) a Restricted Stock Unit Agreement, dated April 7, 2009, granted under the Novell, Inc. 2009 Omnibus Incentive Plan (the “2009 Plan”), (2) a Nonqualified Stock Option Agreement, dated April 7, 2009, granted under the 2009 Plan and (3) a Stock Option Agreement Outside Directors Grant, dated June 3, 2008, granted under the Novell, Inc. 2000 Stock Plan (the “2000 Plan”) (together, the “Equity Agreements”). In recognition of your loyal service to the Company as a non-employee member of the Company’s Board of Directors (the “Board”) for the past several years, the Board has determined that it is appropriate to amend the Equity Agreements to accelerate the vesting of the restricted stock units and nonqualified stock options granted thereunder so that they are fully vested as of April 18, 2010.
SEVERANCE AGREEMENTSeverance Agreement • March 14th, 2011 • Novell Inc • Services-prepackaged software • Massachusetts
THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of June 9, 2009, is made and entered by and between Novell Spain, SA, Novell, Inc., a Delaware corporation (collectively, the “Company”), and Javier Fernández Colado (the “Executive”).
STOCK OPTION AMENDMENT AGREEMENTStock Option Amendment Agreement • September 8th, 2008 • Novell Inc • Services-prepackaged software • Massachusetts
THIS STOCK OPTION AMENDMENT AGREEMENT (“Agreement”) is made by and between Novell, Inc. (the “Company”) and Susan Heystee (the “Employee”) on this 10th day of January, 2008 (the “Effective Date”).
STOCK OPTION AMENDMENT AGREEMENTStock Option Amendment Agreement • September 8th, 2008 • Novell Inc • Services-prepackaged software • Massachusetts
THIS STOCK OPTION AMENDMENT AGREEMENT (“Agreement”) is made by and between Novell, Inc. (the “Company”) and Dana C. Russell (the “Employee”) on this 10th day of January, 2008 (the “Effective Date”).
James D. Robinson III Chairman & Chief Executive Officer December 15, 1995 Dear Jim: This letter will confirm our agreement that I will serve as a senior advisor to you in your role as President and CEO of Cambridge Technology Partners (CTP). My...Novell Inc • March 15th, 2002 • Services-prepackaged software
This letter will confirm our agreement that I will serve as a senior advisor to you in your role as President and CEO of Cambridge Technology Partners (CTP). My services will include advising on domestic and international strategy and business opportunities for a period of twelve months, beginning January 1, 1996.
Thomas G. Plaskett c/o Novell, Inc. Waltham, MA 02451 Dear Mr. Plaskett:Novell Inc • June 8th, 2010 • Services-prepackaged software
You and Novell, Inc. (the “Company”) are parties to (1) a Restricted Stock Unit Agreement, dated April 7, 2009, granted under the Novell, Inc. 2009 Omnibus Incentive Plan (the “2009 Plan”), (2) a Nonqualified Stock Option Agreement, dated April 7, 2009, granted under the 2009 Plan and (3) a Stock Option Agreement Outside Directors Grant, dated June 3, 2008, granted under the Novell, Inc. 2000 Stock Plan (the “2000 Plan”) (together, the “Equity Agreements”). In recognition of your loyal service to the Company as a non-employee member of the Company’s Board of Directors (the “Board”) for the past several years, the Board has determined that it is appropriate to amend the Equity Agreements to accelerate the vesting of the restricted stock units and nonqualified stock options granted thereunder so that they are fully vested as of April 18, 2010.
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASESeparation of Employment Agreement and General Release • March 11th, 2005 • Novell Inc • Services-prepackaged software • Massachusetts
THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this 29th day of October, 2004, by and between Novell, Inc. (the “Company”) and Christopher M. Stone (“Executive”).
EXHIBIT (d)(1) NOVELL MUTUAL NON-DISCLOSURE AGREEMENT Effective Date: January 30, 2002 Company: Silver Stream Software Address: 2 Federal Street City: Billerica, State/Zip: MA 01821 Novel Contact Person: Name: Bill Smith Phone: (617) 914-8312 Fax:...Novell Inc • June 18th, 2002 • Services-prepackaged software • Utah
NOVELL, INC. 2009 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • April 9th, 2009 • Novell Inc • Services-prepackaged software • Delaware
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of _________ __, 20__ (the “Date of Grant”), is delivered by Novell, Inc. (the “Company”) to _______________ (the “Grantee”).
