**EXHIBIT 10.10**

 

**AMENDMENTNO. 3TOTHE SCO GROUP2000 EMPLOYEE STOCK PURCHASE PLAN**

 

This Amendment No. 3 to The SCO Group 2000Employee 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                                      TheCompany has adopted the 2000 Employee Stock Purchase Plan (the “2000 ESPP”)pursuant to which employees may purchase shares of Common Stock of the Companythrough participation in a payroll deduction-based employee stock purchaseplan.  Capitalized terms used in theAmendment but not defined herein have the meaning set forth in the 2000 ESPP.

 

B.                                     TheBoard of Directors of the Company have adopted an Amendment No. 1 to the2000 ESPP increasing the number of authorized shares of Common Stock subject tothe 2000 ESPP from 500,000 to 2,000,000. Amendment No. 1 to the 2000 ESPPrequired stockholder approval which was obtained at the annual stockholdermeeting on April 27, 2001.

 

C.                                     TheBoard of Directors of the Company have adopted an Amendment No. 2 to the2000 ESPP changing the Purchase Intervals from the first day of May to the lastday of October and the first day of November to the last day of April tonow be the first day of June to the last day of November and the firstday of December to the last day of May. Amendment No. 2 also increased the share maximum per participant onany one Purchase Date from 750 shares to 1000 shares. In addition, the maximumnumber of 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 the plan) was changed to reflect the newPurchase Interval dates. Stockholder approval was not necessary for thesechanges.

 

D.                                    Inconnection with the acquisition of the Server and Professional Servicesdivisions of The Santa Cruz Operation, the Company now desires to amend the2000 ESPP to make certain changes to accommodate the increased number ofemployees of the Company and the diversity which now exists with the globalworkforce. The Company also desires to ease the restrictions on the opportunityfor employees to acquire stock in the company.

 

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**AMENDMENT**

 

NOW, THEREFORE, the 2000 ESPP is hereby amended asfollows:

 

1.                                       Numberof Purchasable Shares. Effective as of the close of the second PurchaseInterval that ends in calendar year 2001, Section VII. D of the 2000 ESPPand item # 2 of Amendment No. 2 of the 2000 ESPP shall be null and void.

 

2.                                       ExcessPayroll Deductions. Effective as of the close of the second PurchaseInterval that ends in calendar year 2001, the last sentence of Section VII.E of the 2000 ESPP shall be null and void.

 

3.                                       Terminationof Purchase Rights. Effective as of the close of the second PurchaseInterval that ends in calendar year 2001, Section VII. F, ii of the 2000ESPP is hereby amended to read as follows:

 

“If a participant withdraws during a PurchaseInterval, such participant must reenroll in the Plan (by making a timely filingof the prescribed enrollment forms) on or before the beginning of thesucceeding Purchase Interval.”

 

4.                                       Definitionof Eligible Employee. The Appendix, Definition I is hereby amended to read:

 

“Eligible Employee shall mean any person who is aregular employee of the Company for purposes of tax withholding under the Codewhose customary employment with the Company or any Designated Subsidiaryregardless of the number of hours worked.”

 

5.                                       Ratification.Except as specifically modified by the Amendment, the 2000 ESPP is hereby ratifiedand reaffirmed by the Company.

 

6.                                       Effectiveness.The Amendment shall be effective as of the close of the second Purchaseinterval that ends in calendar year 2001.

 

The undersigned, who is duly elected Secretary of theCompany, hereby certifies that the Board of Directors of the Company approvedthe Amendment at a duly convened meeting of the Board of Directors on                                                         ,2001.

 

 
|   | The  SCO Group, a Delaware corporation      |
|--------|---------------------------------------------|
|   |                                        |
|   |                                        |
|   | By:                                         | /s/ J. HARRISON COLTER |   |
|   | J. Harrison Colter, its Corporate Secretary |

 

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