Exhibit 10.2


 


SSA
Global Technologies, Inc.


 


Management
Lock-Up Agreement


 


March 28, 2006


 


SSA Global Technologies, Inc.


500 W. Madison


Suite 1600


Chicago, Illinois 60661


 


Re:  SSA Global Technologies, Inc. —
Management Lock-Up Agreement


 


Dear Sirs:


 


The
undersigned agrees that, commencing on the date of this letter (the “Effective
Date”), and during the period specified below (the “Lock-Up Period”), the
undersigned will not offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of any shares of Common
Stock of the Company, owned directly by the undersigned (including holding as a
custodian) or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the SEC (collectively the “Undersigned’s
Shares”). This Lock-Up Agreement shall not apply to any shares of Common Stock
of the Company acquired by the undersigned on the open market after the
Effective Date.


 


The foregoing restriction
is expressly agreed to preclude the undersigned from engaging in any hedging or
other transaction which is designed to or which reasonably could be expected to
lead to or result in a sale or disposition of the Undersigned’s Shares even if
such Shares would be disposed of by someone other than the undersigned. Such
prohibited hedging or other transactions would include without limitation any
short sale or any purchase, sale or grant of any right (including without
limitation any put or call option) with respect to any of the Undersigned’s Shares
or with respect to any security that includes, relates to, or derives any
significant part of its value from such Shares.


 


The Lock-Up Period will
commence on the Effective Date and continue until May 26, 2008 (being the
third anniversary of the effective date of the Company’s initial public
offering) or until the earlier (i) death of the undersigned, (ii) termination
by the Company of the undersigned’s employment with the Company without Cause
(as defined below) or on account of the undersigned’s Disability (as defined
below), or (iii) termination by the undersigned of his or her employment
with the Company for Good Reason (as defined below). To the extent that, during
the Lock-Up Period, Cerberus Capital Management, L.P., General Altantic
Partners LLC or any of their respective affiliates (each a “Shareholder”) sells
shares of Common Stock of the Company either as a result of the release of the
Shareholder from any lock-up agreement entered into with J.P. Morgan Securities
Inc. and Citigroup Global Markets Inc. as the representatives of the
underwriters in connection with the offering contemplated in the Registration
Statement or following the expiration thereof, then the undersigned shall be
permitted to sell a number of shares that is equal to (a) the number of
its shares subject to this Lock-Up Agreement on the Effective Date multiplied
by (b) a fraction, of which the numerator is the number of shares
of Common Stock to be sold by the Shareholder and the denominator is the total
number of shares held by all of the Shareholders on the Effective Date. In
addition, the undersigned shall be permitted to sell that number of shares as may be
approved by the Compensation Committee of the


 

















 


Board of Directors of the
Company from time to time. The remaining of the Undersigned’s Shares shall
continue to be subject to the terms and conditions set forth herein.


 


Notwithstanding the
foregoing, the undersigned may transfer the Undersigned’s Shares (i) as
a bona fide gift or gifts, provided that
the donee or donees thereof agree to be bound in writing by the restrictions
set forth herein, or (ii) to any trust for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned, provided that
the trustee of the trust agrees to be bound in writing by the restrictions set
forth herein, and provided further that any such transfer shall not involve a
disposition for value. For purposes of this Lock-Up Agreement, “immediate
family” shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin. The undersigned now has, and, except as contemplated
by clauses (i) and (ii) above, for the duration of this Lock-Up
Agreement will have, good and marketable title to the Undersigned’s Shares,
free and clear of all liens, encumbrances, and claims whatsoever. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the
Undersigned’s Shares except in compliance with the foregoing restrictions.


 


For purposes of this
Lock-Up Agreement, the following terms have the meanings set forth below:


 


“Cause” means any
of the following reasons: (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 undersigned’s
ability to perform his duties; (iii) improper and material disclosure
or use of the Company’s or any of its subsidiary’s confidential or proprietary
information; or (iv) the undersigned’s willful failure or refusal to
follow the lawful and good faith direction of the Company or any subsidiary
thereof to perform his material duties which, if curable, remains uncured
following thirty (30) days’ written notice to the undersigned from the Company
or any subsidiary thereof describing such failure or refusal.


 


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


 


“Good Reason”
means a decrease in undersigned’s base salary (not consented to in advance by
undersigned or ratified subsequently by undersigned) or a Change of Control (as
defined below).


 


“Change of Control”
means (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.


 


The undersigned
understands and agrees that this Lock-Up Agreement is irrevocable and shall be
binding upon the undersigned’s heirs, legal representatives, successors, and
assigns.


 


The undersigned has
received a copy of the Company’s Statement of Policy: Securities Trades by SSA
Global Employees, and the undersigned agrees to be bound by, and to comply
with, the foregoing policy, as it may be amended from time to time.


 


This Lock-Up Agreement may be
executed in two counterparts, each of which shall be deemed an original but
both of which shall be considered one and the same instrument.


 


This Lock-Up Agreement
will be governed by and construed in accordance with the laws of the State of
New York, without giving effect to any choice of law or conflicting provision
or rule (whether of the State of New York or any other jurisdiction) that
would cause the laws of any jurisdiction other than the State of New York to be
applied. In furtherance of the foregoing, the internal laws of the State of New
York will control the interpretation and construction of this Lock-Up
Agreement, even if under such jurisdiction’s choice of law or conflict of law
analysis, the substantive law of some other jurisdiction would ordinarily
apply.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/ Kirk J. Isaacson

  	
   

  
	
   

  	
  Exact Name of
  Shareholder

  
	
   

  	
   

  
	
   

  	
  /s/ Kirk J. Isaacson

  	
   

  
	
   

  	
  Authorized Signature

  
	
   

  	
   

  
	
   

  	
  Executive Vice
  President & General Counsel

  	
   

  
	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed to and
  Acknowledged:

  	
   

  
	
   

  	
   

  
	
  SSA Global Technologies, Inc.

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen P. Earhart

  	
   

  	
   

  
	
   

  	
  Name: Stephen P.
  Earhart

  	
   

  
	
   

  	
  Title: Executive Vice President

  & Chief Financial Officer