Exhibit
10.2


 


AMENDMENT
NO. 4 TO

THE CALDERA INTERNATIONAL, INC.

2000 EMPLOYEE STOCK PURCHASE PLAN


 


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


 


Background


 


A.           The Company has adopted
the 2000 Employee Stock Purchase Plan (the “2000 Plan”) pursuant to which
employees may purchase shares of Common Stock of the Company through
participation in a payroll deduction-based employee stock purchase plan.  Capitalized terms used in the Amendment but
not defined herein have the meaning set forth in the 2000 Plan.


 


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


 


C.             The
Board of Directors of the Company have adopted Amendment No. 2 to the 2000 Plan
changing the Purchase Intervals from the first day of May to the last day
of October and the first day of November to the last day of
April to now be the first day of June to the last day of
November and the first day of December to the last day of May.  Amendment No. 2 also increased the share
maximum per participant on any one Purchase Date from 750 shares to 1000
shares.  In addition, the maximum number
of shares in the aggregate by all participants any one Purchase Date was
increased from 125,000 shares to 350,000 shares.  The Semi-Annual Entry Date (Definition S in the amendment of the
plan) was changed to reflect the new Purchase Interval dates.  Stockholder approval was not necessary for
these changes.


 


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


 


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


 

















 


Stockholder approval for
this increase will be sought at the next annual stockholder meeting in
April of 2003.


 


Amendment


 


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


 


1.               Number
of Purchasable Shares.   As per
Section III.C, the maximum number of shares purchasable on any one
Purchase Date should be adjusted appropriately for any stock split, stock
divided, recapitalization, etc. 
Therefore, as amended in Amendment No. 2, the maximum number of 350,000
shares purchasable on any on Purchase Date was adjusted to 87,500 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 in calendar year 2003, this number shall be
increased to a maximum of 350,000 shares purchasable on any one Purchase Date.


 


2.               Increase
in Number of Shares.  As per
Section III.C, the maximum number of shares issuable in the aggregate
under the Plan should be adjusted appropriately for any stock split, stock
divided, recapitalization, etc. 
Therefore, as amended in Amendment No. 1, the maximum number of
2,000,000 shares, which may be issued in the aggregate under the Plan, was
adjusted 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 in
calendar year 2003, this number shall be increased to a maximum of 1,000,000
shares issuable in the aggregate under the Plan.


 


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


 


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


 


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


 


 


	
   

  	
  The SCO
  Group, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael P. Olson

  	
   

  
	
   

  	
   

  	
  Michael P. Olson, its
  Corporate Secretary

  



 


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