Exhibit 10.2


 


AMENDMENT NO. 1

TO

1998 STOCK OPTION PLAN


 


This Amendment No. 1 to the 1998 Stock Option
Plan (this “Amendment”) is executed by the undersigned, by and on behalf of
Caldera Systems, Inc., a Delaware corporation (the “Company”).


 


Background


 


A.                                   The
Company has adopted the Caldera Systems, Inc. 1998 Stock Option Plan (the “1998
Plan”) pursuant to which the Company granted Options to employees,
directors and certain consultants of the Company and its subsidiaries.  Capitalized terms used in this Amendment but
not defined herein have the meaning set forth in the 1998 Plan.


 


B.                                     The
Company desires to amend the 1998 Plan in order to provide for additional
mechanisms for handling options upon a corporate change in control transaction
and to permit exercise of options within 60 days after termination of
employment for “cause.”


 


Amendment


 


NOW,
THEREFORE, the 1998 Plan is hereby amended as follows:


 


1.                                      Allow
Cash Out, Conversion or Other Disposition of Vested Options Upon a Corporate
Transaction


 


Article 2 II A of the 1998 Plan is amended to
delete the first sentence thereof and to add the following provisions in its
stead:


 


Any vested Options outstanding at the time of a
Corporate Transaction shall be cashed out, converted to options of the
acquiring entity, assumed by the acquiring entity or otherwise disposed of in
the manner provided in any shareholder-approved agreement or plan governing or
providing for such Corporate Transaction (“Transaction Agreement”); provided
that any such cash-out, conversion, assumption or disposition of the Options
shall not deprive the Option holder of the inherent value of his options,
measured solely by the excess of the fair market value of the underlying option
shares immediately prior to the Corporate Transaction over the option exercise
price, without the holder’s consent.  In
the absence of such governing provisions in a Transaction Agreement, the Plan
Administrator in its sole discretion may on a case by case basis require any
vested, exercisable Options that remain outstanding upon a Corporate
Transaction to be cashed out and terminated in exchange for a lump sum cash
payment, shares of the acquiring entity or a combination thereof equal in value
to the fair market value of the Option, measured in the manner described above,
immediately prior to the Corporate Transaction. 
Any non-vested Options shall terminate unless:  (i) otherwise provided in the
Transaction Agreement or in any other written agreement, such as a severance
agreement, between the Corporation and the Optionee; or (ii) the Plan
Administrator in its sole discretion on a case by case basis elects in writing
to waive termination.


 





















 


2.                                      Allow
Exercise of Options Up to 120 Days After Termination of Service.


 


Article 2 I C (i) of the 1998 Plan is amended to
read as follows:


 


(i)                                     Should
an Optionee cease to remain in Service with the Corporation for any reason
other than Cause, death or Disability then any Options granted to the Optionee,
to the extent they are exercisable at the time of termination of Service, shall
remain exercisable until the date which is 120 days after the date of such
termination, on which date they shall expire.


 


3.                                      Allow
Exercise of Options Up To 30 Days After Termination For Cause.


 


Article 2 I C (ii) of the 1998 Plan is amended to
read as follows:


 


(ii)                                  Unless
an applicable option agreement issued after July 1, 2000 provides
otherwise, if an Optionee’s Service with the Corporation or a Subsidiary of the
Corporation is terminated for Cause, Options granted to the Optionee, to the
extent they are then exercisable, shall remain exercisable for 30 days
following the date of termination of Service, on which date they shall
expire.  Notwithstanding the foregoing,
no Option shall be exercisable after expiration of its term.


 


4.                                      Increase
in Number of Shares Subject to the Plan and Individual Limitation.


 


Section IV.A of the Plan is hereby deleted in its
entirety, and the following is hereby inserted in its stead:


 


A.                                   The
stock issuable under the Plan shall be shares of authorized but unissued or re-acquired
Common Stock.  The maximum number of
shares of Common Stock which may be issued over the term of the Plan shall not
exceed 5,000,000 shares.


 


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


 


6.                                      Effectiveness.  This Amendment is effective as of the date
this Amendment is approved by the Board of Directors of the Company and shall
supersede any inconsistent statement contained in an Option agreement issued
prior to the date hereof.


 


The undersigned, who is the duly elected Secretary of
the Company, hereby certifies that the Board of Directors of the Company
approved this Amendment on July 14, 2000, at which time this Amendment
became effective.


 


	
   

  	
  Caldera Systems,
  Inc., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD C. RIFE

  	
   

  
	
   

  	
   

  	
  Richard C. Rife, its Corporate Secretary

  



 


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