**Exhibit10.2**

 

**AMENDMENTNO. 4 TOTHE CALDERA INTERNATIONAL, INC.2000 EMPLOYEE STOCK PURCHASE PLAN**

 

This Amendment No. 4 tothe Caldera International, Inc., 2000 Employee Stock Purchase Plan (the“Amendment”) is executed by the undersigned, by and on behalf of CalderaInternational, Inc., a Delaware corporation (the “Company”).

 

# **Background**

 

A.           The Company has adoptedthe 2000 Employee Stock Purchase Plan (the “2000 Plan”) pursuant to whichemployees may purchase shares of Common Stock of the Company throughparticipation in a payroll deduction-based employee stock purchase plan.  Capitalized terms used in the Amendment butnot defined herein have the meaning set forth in the 2000 Plan.

 

B.             TheBoard of Directors of the Company have adopted Amendment No. 1 to the 2000 Planincreasing the number of authorized shares of Common Stock subject to the 2000Plan from 500,000 to 2,000,000. Amendment No. 1 to the 2000 Plan required stockholder approval, whichwas obtained at the annual stockholder meeting on April 27, 2001.

 

C.             TheBoard of Directors of the Company have adopted Amendment No. 2 to the 2000 Planchanging the Purchase Intervals from the first day of May to the last dayof October and the first day of November to the last day ofApril to now be the first day of June to the last day ofNovember and the first day of December to the last day of May.  Amendment No. 2 also increased the sharemaximum per participant on any one Purchase Date from 750 shares to 1000shares.  In addition, the maximum numberof shares in the aggregate by all participants any one Purchase Date wasincreased from 125,000 shares to 350,000 shares.  The Semi-Annual Entry Date (Definition S in the amendment of theplan) was changed to reflect the new Purchase Interval dates.  Stockholder approval was not necessary forthese changes.

 

D.            TheBoard of Directors of the Company have adopted Amendment No. 3 to the 2000 Planwhich eliminated the share maximum per participant of 1,000 shares.  Amendment No. 3 also changed the rule thatpayroll deductions not applied to a purchase must be refunded.  In addition, participants who withdraw fromthe plan may now re-enter at the next Purchase Interval, rather than waitinguntil the next Purchase Period, as previously stated.  Finally, the definition of Eligible Employees was expanded toinclude part-time employees of the Company. Stockholder approval was not necessary for these changes.

 

E.              Inconnection with the reverse stock split which was effective March 14,2002, the maximum purchase shares of 350,000 shares in the aggregate by allparticipants on any on Purchase Date was adjusted to 87,500 shares.  In addition, the number of authorized sharesunder the Plan was reduced from 2,000,000 to 500,000 as a result of the reversestock split.  The Company now desires toincrease the aggregate maximum number of shares available on any Purchase Dateto 350,000 shares and also desires to increase the number of authorized sharesavailable under the plan from 500,000 to 1,000,000.

 

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Stockholder approval forthis increase will be sought at the next annual stockholder meeting inApril of 2003.

 

# **Amendment**

 

NOW, THEREFORE, the 2000Plan is hereby amended as follows:

 

1.               Numberof Purchasable Shares.   As perSection III.C, the maximum number of shares purchasable on any onePurchase Date should be adjusted appropriately for any stock split, stockdivided, recapitalization, etc. Therefore, as amended in Amendment No. 2, the maximum number of 350,000shares purchasable on any on Purchase Date was adjusted to 87,500 shares afterthe four for one reverse stock split, effective March 14, 2002.  Effective as of the close of the firstPurchase Interval that ends in calendar year 2003, this number shall beincreased to a maximum of 350,000 shares purchasable on any one Purchase Date.

 

2.               Increasein Number of Shares.  As perSection III.C, the maximum number of shares issuable in the aggregateunder the Plan should be adjusted appropriately for any stock split, stockdivided, recapitalization, etc. Therefore, as amended in Amendment No. 1, the maximum number of2,000,000 shares, which may be issued in the aggregate under the Plan, wasadjusted to 500,000 shares after the four for one reverse stock split,effective March 14, 2002. Effective as of the close of the first Purchase Interval that ends incalendar year 2003, this number shall be increased to a maximum of 1,000,000shares issuable in the aggregate under the Plan.

 

**3.**               Ratification.  Except as specifically modified by the Amendment, the 2000 Planis hereby ratified and reaffirmed by the Company.

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**4.**               Effectiveness.  The Amendment shall be effective as of the close of the firstPurchase Interval that ends in calendar year 2003.

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**The undersigned, which is dulyelected Secretary of the Company, hereby certifies that the Board of Directorsof the Company approved the Amendment at a duly convened meeting of the Boardof Directors on December 16, 2002.**

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|   | **The SCO  Group, a Delaware corporation** |
|--------|--------------------------------------------|
|   |                                       |
|   |                                       |
|   | **By:**                                    | **/s/  Michael P. Olson** |   |
|   |                                       | Michael P. Olson, its  Corporate Secretary |

 

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