Exhibit 10.1

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  500 West Madison, Suite 1600

  	
  T
  +1-312-258-6000

  
	
  Chicago, IL 60661 USA

  	
  F
  +1-312-474-7500

  
	
  www.ssaglobal.com

  	
   

  
	
   

  	
   

  



 


 


	
  Kirk Isaacson

  	
   

  	
   

  	
   

  	
   

  	
  March 28, 2006

  



 


 


Dear Kirk:


 


This letter
constitutes an agreement between SSA Global Technologies, Inc. (the “Company”)
and you (the “Executive”) regarding certain terms and conditions related to
your continued employment with the Company and its subsidiaries. The terms of
this letter shall only become effective as of the date of this correspondence
(the “Effective Date”). By signing this letter agreement (“Agreement”), the
Executive agrees to the terms and conditions set forth herein.


 


1.                                       Term.
This Agreement and the employment relationship hereunder shall continue from
the Effective Date until May 26, 2008, being the third anniversary of the
effective date of the Company’s initial public offering(the “Term”). In the
event that the Executive’s employment with the Company terminates during the
Term, the Company’s obligation to continue to pay all base salary, bonus and
other benefits then accrued shall terminate except as may be provided for
in Section 2 of this Agreement. If the Executive remains employed by the
Company upon the expiration of the Term, his employment will continue on the terms
and conditions in effect prior to this Agreement and shall not be subject to
the terms of this Agreement.


 


2.                                       Termination
of Employment. The Executive’s employment may be terminated at any
time prior to the end of the Term by the Company with or without Cause (as
defined below) or by the Executive with or without Good Reason (as defined
below).


 


If the
Executive’s employment with the Company is terminated by the Company without “Cause”
or by the Executive with “Good Reason,” at any time during the Term, , the
Executive shall receive continued base salary and bonus (based upon the yearly
average bonus achieved in the prior twenty-four (24) months) for the remaining
duration of the Term as if the Executive remained employed during the Term,
payable on the dates coinciding with the Company’s regular payroll. The
payments set forth above shall be in addition to any severance benefits to be
provided to the Executive pursuant to the terms of any severance agreement
between the Company and the Executive and/or the Company’s applicable severance
plan upon a termination of employment.


 


If during the
Term: (i) the Executive dies; (ii) the Company terminates the
Executive’s employment with the Company for Cause; (iii) the Company
terminates the Executive’s employment with the Company as a result of the
Executive’s Disability (as defined below); or (iv) Executive terminates
his employment without Good Reason, the Executive, or the


 

















 


Executive’s legal representatives (as appropriate), shall be entitled
to receive Executive’s accrued but unpaid base salary, if any, to the date of
termination.


 


For purposes of this Agreement, “Cause” shall
mean (i) embezzlement, dishonesty, or fraud; (ii) conviction
(or plea of nolo contendere) for a felony or conviction (or plea of nolo
contendere) of any crime involving moral turpitude or that impairs Executive’s
ability to perform his duties; (iii) improper and material disclosure
or use of the Company’s or a subsidiary’s confidential or proprietary
information; or (iv) Executive’s willful failure or refusal to follow the
lawful and good faith direction of the Company or a subsidiary to perform his
material duties which, if curable, remains uncured following thirty (30) days’
written notice to Executive from the Company or a subsidiary describing such
failure or refusal.


 


For the purposes of this Agreement, “Good
Reason” shall mean a decrease in Executive’s base salary (not consented to in
advance by Executive or ratified subsequently by Executive).


 


For purposes of this Agreement, “Disability”
means a determination by the Company in accordance with applicable law that, as
a result of a physical or mental illness, the Executive is unable and has been
unable to perform the essential functions of his job with or without
reasonable accommodation for a period of (i) 90 consecutive days or (ii) 180
days in any one (1) year period.


 


3.                                       Change
of Control. In the event of a “Change of Control” (as defined below), the
Company shall be obligated to obtain the express assumption of the Company’s
obligations to the Executive as described herein by any person that becomes the
successor or assign of the Company as a result of such event. In the event that
the Company does not obtain such assumption in connection with a Change of
Control event which results in a successor or assign of the Company, the
Executive may terminate his employment for Good Reason.


 


For the purposes of this Agreement, “Change
of Control” shall mean (i) the approval by the shareholders of the Company
of a plan of complete liquidation or dissolution of the Company, (ii) the
consummation of a sale of all or substantially all of the assets of the
Company; (iii) the consummation of any transaction as a result of which
any individual or entity (other than Cerberus Capital Management, L.P., General
Atlantic Partners 76, L.P. or any of their related entities or affiliates)
becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the total voting power of all
voting securities of the Company then issued and outstanding; or (iv) the
consummation of a merger, consolidation, reorganization, or business
combination, other than a merger, consolidation, reorganization or business
combination which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting
securities of the Company or the surviving entity immediately after such
merger, consolidation, reorganization of business combination.


 


4.                                       Notices.
Any notice or other communication required or which may be given hereunder
shall be in writing and shall be delivered personally, telegraphed, telexed,
sent


 


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by facsimile transmission or
sent by certified, registered or express mail, postage prepaid or overnight
mail and shall be deemed given when so delivered personally, telegraphed,
telexed, or sent by facsimile transmission or, if mailed, four (4) days
after the date of mailing or one (1) day after overnight mail, as follows:


 


	
  If the Company, to:

  
	
   

  
	
  SSA Global Technologies, Inc.

  
	
  500 West Madison Street

  
	
  Chicago, Illinois 60661

  
	
  Attention: Board of Directors &
  General Counsel

  
	
  Telephone:

  
	
  Fax:

  
	
   

  
	
  And to:

  
	
   

  
	
  Schulte Roth & Zabel LLP

  
	
  919 Third Avenue

  
	
  New York, NY 10022

  
	
  Attention:

  	
  Robert B. Loper, Esq.

  
	
  Telephone:

  	
  (212) 756-2000

  
	
  Fax:

  	
  (212) 593-5955

  



 


If the Executive, to the Executive’s home address reflected in the
Company’s records.


 


5.                                       Governing
Law, Dispute Resolution and Venue. This Agreement shall be governed and
construed in accordance with the laws of the State of New York applicable to
agreements made and not to be performed entirely within such state, without
regard to conflicts of laws principles.


 


The parties agree irrevocably to submit to the exclusive jurisdiction
of the federal courts or, if no federal jurisdiction exists, the state courts,
located in the City of New York, Borough of Manhattan, for the purposes of any
suit, action or other proceeding brought by any party arising out of any breach
of any of the provisions of this Agreement and hereby waive, and agree not to
assert by way of motion, as a defense or otherwise, in any such suit, action,
or proceeding, any claim that it is not personally subject to the jurisdiction
of the above-named courts, that the suit, action or proceeding is brought in an
inconvenient forum, that the venue of the suit, action or proceeding is
improper, or that the provisions of this Agreement may not be enforced in
or by such courts. In addition, the parties agree to the waiver of a jury
trial.


 


6.                                       Assignability
by the Company and the Executive. This Agreement, and the rights and
obligations hereunder, may not be assigned by the Company or the Executive
without written consent signed by the other party; provided that the Company may assign
the Agreement to any successor that continues the business of the Company or
purchases all or substantially all of the business and assets of the Company.


 


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7.                                       Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same instrument.


 


8.                                       Headings.
The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning of terms contained herein.


 


9.                                       Severability.
If any term, provision, covenant or restriction of this Agreement, or any part thereof,
is held by a court of competent jurisdiction of any foreign, federal, state,
county or local government or any other governmental, regulatory or
administrative agency or authority to be invalid, void, unenforceable or
against public policy for any reason, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected or impaired or invalidated.


 


10.                                 Tax
Withholding. The Company or other payor is authorized to withhold from any
benefit provided or payment due hereunder, the amount of withholding taxes due
to any federal, state or local authority in respect of such benefit or payment
and to take such other action as may be necessary in the opinion of the
Board of Directors of the Company to satisfy all obligations for the payment of
such withholding taxes.


 


11.                                 Prior Agreements.
Except as otherwise set forth herein, the terms of any prior agreements between
the Executive and the Company shall remain in full force and effect. 


 


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IN WITNESS WHEREOF, the Parties hereto,
intending to be legally bound hereby, have executed this Agreement as of the
day and year first above mentioned.


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Kirk J. Isaacson

  	
   

  
	
   

  	
  Name: Kirk J. Isaacson

  
	
   

  	
   

  
	
   

  	
  SSA GLOBAL TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Stephen P. Earhart

  	
   

  
	
   

  	
  Name: Stephen P. Earhart

  
	
   

  	
  Title:   Executive Vice President

  & Chief Financial Officer