EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 10th, 2002 • Novell Inc • Services-prepackaged software • Delaware
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...Separation Agreement • March 15th, 2002 • Novell Inc • Services-prepackaged software
RECITALSStockholder Agreement • June 18th, 2002 • Novell Inc • Services-prepackaged software • Delaware
NOVELL, INC.Employment Agreement • January 26th, 2001 • Novell Inc • Services-prepackaged software • Utah
BY AND AMONG NOVELL, INC.Merger Agreement • March 16th, 2001 • Novell Inc • Services-prepackaged software • Delaware
RECITALSCommon Stock and Warrant Purchase Agreement • October 12th, 1999 • Novell Inc • Services-prepackaged software • Delaware
Exhibit (d)(11) June 17, 2002 Mr. Craig A. Dynes Vice President, Chief Financial Officer SilverStream Software, Inc. Two Federal Street Billerica, MA 01821-3559 Dear Craig: As you know, Novell, Inc. ("Novell") has entered into a merger agreement with...Employment Agreement • June 18th, 2002 • Novell Inc • Services-prepackaged software
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
WITNESSETH:Severance Agreement • January 13th, 2005 • Novell Inc • Services-prepackaged software • Massachusetts
Exhibit (d)(10) June 5, 2002 Mr. Kim A. Sheffield Vice President, eBusiness Technology SilverStream Software, Inc. Two Federal Street Billerica, MA 01821-3559 Dear Kim: As you know, Novell, Inc. is currently negotiating with SilverStream Software,...Employment Agreement • June 18th, 2002 • Novell Inc • Services-prepackaged software
AGREEMENTConsulting Agreement • January 28th, 2002 • Novell Inc • Services-prepackaged software • California
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
EXHIBIT (d)(7) June 14, 2002 Mr. Michel Goossens Vice President, EMEA SilverStream Software, Inc. Two Federal Street Billerica, MA 01821-3559 Dear Michel: As you know, Novell, Inc. ("Novell") has entered into a merger agreement with SilverStream...Employment Agreement • June 18th, 2002 • Novell Inc • Services-prepackaged software
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...Merger Agreement • June 18th, 2002 • Novell Inc • Services-prepackaged software
WITNESSETH:Severance Agreement • January 29th, 2004 • Novell Inc • Services-prepackaged software • Massachusetts
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
NOVELL, INC.Restricted Stock Unit Agreement • June 8th, 2010 • Novell Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER by and among ATTACHMATE CORPORATION, LONGVIEW SOFTWARE ACQUISITION CORP. and NOVELL, INC. NOVEMBER 21, 2010Merger Agreement • 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”).
July 11, 2001Severance Agreement • January 28th, 2002 • Novell Inc • Services-prepackaged software
Kathy Brittain White c/o Novell, Inc. Waltham, MA 02451 Dear Ms. White:Equity Agreements • June 8th, 2010 • Novell Inc • 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.
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”).
NOVELL, INC.Nonqualified Stock Option Grant Agreement • September 4th, 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”).
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”).
NOVELL, INC.Registration Rights Agreement • September 14th, 2004 • Novell Inc • Services-prepackaged software • New York
Citigroup Global Markets Inc. As Representative of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
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 AGREEMENTSeparation 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.”
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”).
