**EXHIBIT 10.9**

 

**AMENDMENTNO. 2ToThe SCO Group2000 EMPLOYEE STOCK PURCHASE PLAN**

 

This Amendment No. 2 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 ESPPrequires stockholder approval which will be sought at the annual stockholdermeeting in April 2001.

 

C.             Inconnection with the proposed acquisition of the Server and ProfessionalServices divisions of The Santa Cruz Operation, the Company now desires toamend the 2000 ESPP to make certain changes to accommodate the increased numberof employees of the Company.

 

**AMENDMENT**

 

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

 

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

 

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

 

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

 

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

 

3.               Definitionof Semi-Annual Entry Date. The Appendix, Definition S is hereby amended toread:

 

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

 

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

 

5.               Effectiveness.The Amendment shall be effective as of the close of the first Purchase Intervalthat 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 May 4,2001.

 

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

 

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