EXHIBIT 10.9


 


AMENDMENT
NO. 2

To

The SCO Group

2000 EMPLOYEE STOCK PURCHASE PLAN


 


This Amendment No. 2 to The SCO Group 2000
Employee Stock Purchase Plan (the “Amendment”) is executed by the undersigned,
by and on behalf of The SCO Group, a Delaware corporation (the “Company”).


 


BACKGROUND


 


A.           The
Company has adopted the 2000 Employee Stock Purchase Plan (the “2000 ESPP”)
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 ESPP.


 


B.             The
Board of Directors of the Company have adopted an Amendment No. 1 to the
2000 ESPP increasing the number of authorized shares of Common Stock subject to
the 2000 ESPP from 500,000 to 2,000,000. Amendment No. 1 to the 2000 ESPP
requires stockholder approval which will be sought at the annual stockholder
meeting in April 2001.


 


C.             In
connection with the proposed acquisition of the Server and Professional
Services divisions of The Santa Cruz Operation, the Company now desires to
amend the 2000 ESPP to make certain changes to accommodate the increased number
of employees of the Company.


 


AMENDMENT


 


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


 


1.               Change
of Purchase Intervals. Effective as of the close of the first Purchase
Interval that ends in calendar year 2001, the second sentence of Section IV.C
of the 2000 ESPP is revised to read as follows:


 


“A short Purchase Interval shall run from the first
business day in May 2001 to the last business day in May 2001, and thereafter
Purchase Intervals shall run from the first business day in June each year
to the last business day in November of the same year and from the first
business day in December each year to the last business day in May of the
following year.”


 





















 


2.               Change
in Number of Purchasable Shares. Effective as of the close of the first
Purchase Interval that ends in calendar year 2001, the last two sentences of Section VII.D
of the 2000 ESPP are amended to read as follows:


 


“However, the maximum number of shares of Common Stock
purchasable per Participant on any one Purchase Date shall not exceed One
Thousand (1,000) shares, subject to periodic adjustments in the event of
certain changes in the Corporation’s capitalization. In addition, the maximum
number of shares of Common Stock purchasable in the aggregate by all
Participants on any one Purchase Date under the Plan and the International Plan
shall not exceed Three Hundred Fifty Thousand (350,000) shares (or such other
number designated by the Plan Administrator), subject to periodic adjustments
in the event of certain changes in the Corporation’s capitalization.”


 


3.               Definition
of Semi-Annual Entry Date. The Appendix, Definition S is hereby amended to
read:


 


“Semi-Annual Entry Date shall mean the first business
day in June and December each year on which an Eligible Employee may
first enter an offering period.”


 


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


 


5.               Effectiveness.
The Amendment shall be effective as of the close of the first Purchase Interval
that ends in calendar year 2001.


 


The undersigned, who 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 May 4,
2001.


 


 


	
   

  	
  The
  SCO Group, a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ J. HARRISON COLTER

  	
   

  
	
   

  	
  J. Harrison Colter, its Corporate Secretary

  



 


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