Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2009, the Compensation Committee (the "Committee") of the Board of Directors of Novell, Inc. (the "Company") approved an amendment to the Novell, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan"), to become effective as of January 1, 2010.

Under the terms of the Deferred Compensation Plan prior to the amendment, the Company was required to make matching contributions to each participant's account of up to 4% of each participant's compensation that is deferred under the Deferred Compensation Plan, reduced by any Company matching contributions under the Novell, Inc. 401(k) Retirement and Savings Plan (the "401(k) Plan").

Pursuant to the amendment, in the event of a suspension of matching contributions under the 401(k) Plan, the benefit received by participants under the Deferred Compensation Plan will be reduced by the amount of the matching contribution of the 401(k) Plan that would have been made to the participant absent the suspension. The purpose of the amendment is to prevent an unintended increase in employer matching contributions under the Deferred Compensation Plan in the event of a suspension of matching contributions under the 401(k) Plan.

The foregoing description of the amendment to the Deferred Compensation Plan is qualified in its entirety by reference to the copy of the amendment, which is attached as Exhibit 10.1 and which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
10.1 First Amendment to the Novell, Inc. Deferred Compensation Plan

---