STOCK OPTION AMENDMENT AGREEMENT
Exhibit
(a)(11)
AGREEMENT made by Novell, Inc. (the
“Company”) effective as
of ,
2007.
WHEREAS, the Company previously granted
to
(the “Optionee”) the options identified on
attached Schedule I (the
“Options”) to purchase shares of the
Company’s common stock under one or more of the
Company’s employee stock option plans (individually, a
“Plan”).
WHEREAS, the Company and Optionee entered into a Stock
Option Agreement (the “Option Agreement”)
evidencing each such Option.
WHEREAS, in order to avoid potential adverse tax
consequences under Section 409A of the Internal Revenue
Code (“Section 409A”), Optionee elected
pursuant to his or her Election Form to amend each of the
Options to increase the exercise price per share to be in effect
for the unexercised portion of that Option which is subject to
Section 409A and identified as such on
Schedule I (the “Covered
Portion”) to the higher exercise price per share
indicated for the Covered Portion of such Option on
Schedule I. Each such Option has been
separated into two parts with the Covered Portion being
designated with the letter “A” in front of the
original grant number for such Option.
NOW THEREFORE, the parties hereby agree as follows:
1. Increased Exercise Price. The
exercise price per share set forth in the Option Agreement for
each of the Options listed on Schedule I is
hereby increased, with respect to the shares subject to the
Covered Portion of that Option, to the higher exercise price per
share set forth for that Option on Schedule I.
2. Entire Agreement. This
Agreement, together with the Option Agreements (to the extent
not expressly amended hereby), the applicable Plan under which
each Option is outstanding and the Notice represents the entire
agreement of the parties with respect to the Options, the
Covered Portions thereof and the Cash Bonus and supersedes any
and all previous contracts, arrangements or understandings
between the parties with respect to such Options and the Cash
Bonus. This Agreement may be amended at any time only by means
of a writing signed by Optionee and an authorized officer of the
Company.
3. Continuation of Option
Agreements. Except for the foregoing
increases to the exercise prices per share for the Covered
Portions of the Options, no other terms or provisions of the
Option Agreements for such Options or the applicable Plans have
been modified as a result of this Agreement, and those terms and
provisions shall continue in full force and effect.
IN WITNESS WHEREOF, this Agreement has been executed on
behalf of Novell, Inc. by a duly-authorized officer as of the
date indicated above.
NOVELL, INC.
By: Xxxx Xxxxxxxx
TITLE: Senior Vice President, People
SCHEDULE I
AMENDED
OPTIONS
Original
Grant
Number:
|
Total |
New |
|||||||
|
Number of |
Exercise |
|||||||
|
Shares |
Exercise |
Price per |
||||||
|
Amended |
Indicated |
Subject to |
Price per |
Share |
||||
|
Xxxxx |
Xxxxx |
Covered |
Share Prior |
Following |
||||
|
Number
|
Date | Portion | to Amendment | Amendment | ||||
| $ | $ |
