**Exhibit 10.12**

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**AMENDMENT NO. 5 TOTHE CALDERA SYSTEMS, INC.2000 EMPLOYEE STOCK PURCHASE PLAN**

 

This Amendment(the “Amendment”) No. 5 to the Caldera Systems, Inc., 2000 EmployeeStock Purchase Plan (the “2000 Plan”) is executed by the undersigned, by and onbehalf of The SCO Group, Inc., a Delaware corporation (the “Company”).

 

**Background**

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A.            The Company has adopted the 2000Employee Stock Purchase Plan (the “2000 Plan”) pursuant to which employees maypurchase shares of Common Stock of the Company through participation in apayroll 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.            The Board of Directors of theCompany have adopted Amendment No. 1 to the 2000 Plan increasing thenumber of authorized shares of Common Stock subject to the 2000 Plan from500,000 to 2,000,000.  Amendment No. 1to the 2000 Plan required stockholder approval, which was obtained at theannual stockholder meeting on April 27, 2001.

 

C.            The Board of Directors of theCompany have adopted Amendment No. 2 to the 2000 Plan changing thePurchase Intervals from the first day of May to the last day of October andthe first day of November to the last day of April to now be thefirst day of June to the last day of November and the first day of December tothe last day of May.  Amendment No. 2also increased the share maximum per participant on any one Purchase Date from750 shares to 1,000 shares.  In addition,the maximum number of shares in the aggregate by all participants on any onePurchase Date was increased from 125,000 shares to 350,000 shares.  The Semi-Annual Entry Date (Definition S inthe amendment of the plan) was changed to reflect the new Purchase Intervaldates.  Stockholder approval was notnecessary for these changes.

 

D.            The Board of Directors of theCompany have adopted Amendment No. 3 to the 2000 Plan which eliminated theshare maximum per participant of 1,000 shares. Amendment No. 3 also changed the rule that payroll deductionsnot applied to a purchase must be refunded. In addition, participants who withdraw from the plan may now re-enter atthe next Purchase Interval, rather than waiting until the next Purchase Period,as previously stated.  Finally, thedefinition of Eligible Employees was expanded to include part-time employees ofthe Company.  Stockholder approval wasnot necessary for these changes.

 

E.             The Board of Directors of theCompany have adopted Amendment No. 4 to the 2000 Plan which increased theaggregate maximum number of shares available on any Purchase Date to 350,000shares and also increased the number of authorized shares available under the2000 Plan from 500,000 to 1,000,000. Amendment No. 4 to the 2000 Plan required stockholder approval,which was obtained at the annual stockholder meeting on May 16, 2003.

 

F.             The Board of Directors now desiresto shorten the offering period in the 2000 Plan from a maximum of 24 months toa maximum of 6 months.

 

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**Amendment**

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

 

1.             Offering Period.  Section IV.B. of the 2000 Plan isamended and restated in its entirety to read as follows:

 

“Each offeringperiod shall be of such duration (not to exceed six (6) months) asdetermined by the Plan Administrator prior to the start date of such offeringperiod.  Unless otherwise determined bythe Plan Administrator, each subsequent offering period shall be six (6) months.”

 

2.             Section IV.D. of the 2000 Planis amended and restated in its entirety to read as follows:

 

“Should the Fair Market Value per share of Common Stock on any Purchase Date within an offering period be less than the Fair Market Value per share of Common Stock on the start date of that offering period, then that offering period shall automatically terminate immediately after the purchase of shares of Common Stock on such Purchase Date, and a new offering period shall commence on the next business day following such Purchase Date. The new offering period shall have a duration of six (6) months, unless a shorter duration is established by the Plan Administrator within five (5) business days following the start date of that offering period.”

 

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

 

4.             Effectiveness.  The changes contemplated in this amendmentshall be effective as of December 1, 2005.

 

Theundersigned, which is the duly elected Secretary of the Company, herebycertifies that the Board of Directors of the Company approved the contents ofthis Amendment at a duly convened meeting of the Board of Directors on October 20,2005.

 

 
|   | The SCO  Group, Inc., a Delaware Corporation |
|--------|---------------------------------------------------|
|   |                                              |
|   |                                              |
|   | By:                                               | /s/ Ryan E.  Tibbitts |   |
|   |                                              | Ryan E.  Tibbitts, its Corporate Secretary |

 

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