NOVELL, INC. 2009 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT

Exhibit 10.5

NOVELL, INC.

2009 OMNIBUS INCENTIVE PLAN

NONQUALIFIED STOCK OPTION GRANT

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”).

RECITALS

A.         The Novell, Inc. 2009 Omnibus Incentive Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of the Company. The Compensation Committee of the Board of Directors of the Company has approved a stock option grant as an inducement for the Grantee to promote the best interests of the Company and its stockholders. A copy of the Plan is available at https://innerweb.novell.com/organizations/finance/shareholder_services/ or by contacting the Company’s Director of Shareholder Services.

B.         The Plan is administered by the Committee (as defined in the Plan).

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.          Grant of Option . Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase                          shares of common stock of the Company (“Shares”) at an exercise price of $                    per Share.

(a)         The Option shall become exercisable in accordance with the provisions set forth in Exhibit A attached hereto; provided that the Grantee is employed by, or providing service to, the Company, an Affiliate or a Subsidiary (as such terms are defined in the Plan) on the applicable Certification Date (as defined in Exhibit A attached hereto).

(b)         Unless the Committee provides otherwise, vesting of the Option granted hereunder shall be (i) tolled during any unpaid personal leave of absence and (ii) tolled as of the 91st day of any other leave of absence.

Notwithstanding the foregoing, if a written agreement approved by the Committee (or its duly authorized designee) that is executed between the Company and the Grantee (an “Employment Agreement”) includes provisions that differ from those set forth in this Agreement, the provisions of the Employment Agreement will apply; provided, however, that in no event will the Option expire later than the Termination Date (as defined below in Paragraph 3).

(a)         The Option shall have a term of eight (8) years from the Date of Grant and shall terminate at the expiration of that period (the “Termination Date”), unless it is terminated at an earlier date pursuant to the provisions of this Agreement, an Employment Agreement, or the Plan.

(b)         The Option shall automatically terminate upon the happening of the first of the following events:

   (i)         The expiration of the three-month period after the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary, if the termination is for any reason other than death, Retirement, Disability (as defined below), or Cause (as defined in the Plan).

   (ii)        The expiration of the one-year period after the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary, if the Grantee dies while employed by, or providing service to the Company, an Affiliate, or a Subsidiary.

   (iii)       The expiration of the one-year period after the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary on account of the Grantee’s Retirement.

   (iv)       The expiration of the one-year period after the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary on account of the Grantee’s Disability. For purposes hereof, “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

   (v)        The date on which the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall immediately terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the eighth (8th) anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, or provide services to, the Company, an Affiliate, or a Subsidiary shall immediately terminate.

(a)         Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by (i) delivering to the Shareholder Services Department of the Company written notice of intent to exercise (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), the method of payment, and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan; or (ii) through use of the on-line service designated by the Company (currently E*TRADE Options Link).

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A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the aggregate exercise price. The aggregate exercise price of any exercised Option shall be payable to the Company in accordance with one of the following methods: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares, which have been owned by the Grantee for at least six months prior to such delivery, having an aggregate Fair Market Value (as defined in the Plan) at the time of exercise equal to the aggregate exercise price; (iii) by a cashless (broker-assisted) exercise; (iv) by any combination of (i), (ii) and (iii); or (v) any other method approved or accepted by the Committee in its sole discretion. The Committee may impose from time to time such limitations as it deems appropriate on the use of Shares of the Company for the payment of the aggregate exercise price.

(b)         The obligation of the Company to deliver Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

(c)         All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation with respect to the Option by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

5.          Change of Control . If a Change of Control (as defined in the Plan) occurs, the provisions of the Plan and the terms of any Employment Agreement between the Company and the Grantee applicable to a Change of Control shall apply to the Option.

6.          Restrictions on Exercise . Except as the Committee may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right