<PAGE> 1
EXHIBIT 10.1
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.
-1-
<PAGE> 2
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
-2-
