exv10w1






Exhibit 10.1









The Activant Solutions Inc. Annual Incentive Bonus Plan (the “Plan”) is designed to create
an incentive for employees selected to participate in the Plan (“Participants”) to align
their individual goals with those of Activant Solutions Inc. (the “Company”) and to reward
Participants with an incentive bonus award (“IB”) when the benefits of that alignment are
reflected in the Company’s financial results. Participants will be designated as “Corporate” or
“Business Unit” Participants and any award payments will be calculated accordingly.



Bonuses are determined by the actual achievement by the Company and respective Business Units (if
applicable to the Participant) of certain financial performance measures and, for certain
Participants, the achievement of certain individual performance measures, as established for the
applicable Company fiscal year period (“Plan Year”). The financial performance measures
(“Financial Measures”) and potential bonus pool are established for each Plan Year by the
Company’s Board of Directors (“Board”) or Compensation Committee of the Board
(“Compensation Committee”). Actual Company and/or, as applicable, Business Unit, financial
performance is compared against the Financial Measures to produce an “Achievement Award
Percentage”. This Achievement Award Percentage is then multiplied against a Participant’s Target
Incentive Compensation (“TIC”) to determine such Participant’s annualized financial
performance award for that Plan Year (“Financial Award”). The Participant’s annualized
Financial Award (which is pro-rated as described below if participation is less than the full Plan
Year) is compared to the cumulative total of quarterly IB payments for the Participant, if any,
made during the Plan Year and the remainder (including any “overachievement” that occurs when the
Achievement Award Percentage is greater than 100%) is awarded as a “Final IB Financial Achievement
Award.”



PLAN TERM; ANNUAL ACHIEVEMENT MEASURES



The Plan shall commence as of October 1, 2008 and shall continue for each Plan Year in which annual
Financial Measures are approved for that Plan Year by the Board or Compensation Committee.



ELIGIBILITY & PARTICIPATION



The TIC opportunities and qualifying jobs / job levels under the Plan are subject to review and
approval by the Company’s Chief Executive Officer (“CEO”). Employees in these qualifying
job / job levels who are not concurrently participating in another Company incentive plan may be
nominated by management to participate. The nominated employee becomes a Participant if the
nomination is approved by the CEO (or, in the CEO’s absence, the Senior Vice President of Human
Resources) (“SVP HR”). Subject to the immediately following paragraphs, participation for
each Participant for each Plan Year will commence upon the later of the first day of the Plan Year
or the first day of the first full fiscal quarter immediately following designation of such
employee as a Participant. Except as otherwise approved by the CEO or the Senior Vice President of
Human Resources, Participants must be employed in a qualifying job / job level for the full fiscal
quarter to be eligible to participate in the Plan for that quarter. The terms of the CEO’s
participation in the Plan will be determined by the Board and/or the Compensation Committee, and
the terms of participation for the SVP HR will be determined by the Board, the Compensation
Committee or the CEO.



A Participant may be removed from the Plan or have his or her TIC reduced if his or her job
performance, as documented through the Company’s performance appraisal program, is not at least
maintained at a level consistent with the “MC” classification on the Company’s performance rating
scale. Any Participant who has a change in his or her TIC (including a reduction in his or her TIC
or removal from the Plan other than for termination of employment) with an effective date after the
beginning of a fiscal quarter will have that change impact his or her IB calculation at the
beginning of the next fiscal quarter.



A Participant must be employed by the Company at the time of approval of the Achievement Award
Percentage by the Board (or Compensation Committee) for the Participant, as well as at the time of
the actual payment of the Annual Award (as defined below), to qualify for any resulting IB payment.
Participation in the Plan, and eligibility for IB, terminates immediately upon a Plan
Participant’s termination of employment.



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DETERMINATION OF ACHIEVEMENT AWARD PERCENTAGE AND PAYOUT AUTHORITY




The Achievement Award Percentage for each fiscal quarter is generally determined by the Board (or
Compensation Committee) within 45-50 days after the end of the respective quarter and within 70-75
days after the end of the fiscal year. No IB payout for a fiscal quarter or Plan Year shall be due
to any Participant or made until the Achievement Award Percentage is approved by the Board (or
Compensation Committee) and the financial statements for the period have been approved by the Audit
Committee of the Board.



FINANCIAL COMPONENTS 




The annual Financial Measures may include the following components, as well as other
financial measures, determined by the Board or Compensation Committee:



Company Performance Target:





	•	 	Quarterly and annual adjusted EBITDA:
Earnings Before
Interest, Taxes,
Depreciation, and Amortization
as defined under 

	the Company’s existing bank credit facility
agreement as adjusted for the inclusion or exclusion of financial components as defined by
the Board (referred to in this document as “Adjusted EBITDA”).







	•	 	Quarterly and annual revenue: Revenue from the sale of goods and services.





Business Unit Performance Target:





	•	 	Business Unit quarterly and annual adjusted EBITDA (if
applicable): Business unit adjusted EBITDA referred to as 

	Business Unit Plan Contribution.







	•	 	Business Unit quarterly and annual revenue: Revenue from the sale of goods and
services.





Bonus Plan Funding




The Plan will be “funded” (that is, has dollars to allocate to Participants) if the Company (and
Business Unit, as applicable) minimum amounts for IB payout under the Financial Measures and, if
applicable, Personal Objectives (as defined below) (together, the “Achievement Measures”)
are achieved or exceeded. The potential range of IB funding based on meeting the Achievement
Measures for the particular Plan Year ranges from 0% to 200% of the established annual pool at 100%
achievement. All Participants will be classified as Corporate Participants or Business Unit
Participants. The Financial Measures component of the individual IB award (“Annual
Award”) will apply to Corporate Participants and Business Unit Participants as follows:



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	 	 	 	 	 	 	Business
	 	 	Corporate	 	Unit
	 	 	Financial	 	Financial
	Participant	 	Achievement	 	Achievement
	 
	Corporate
	 	 	100	%	 	 	0	%
	Business Unit*
	 	 	30	%	 	 	70	%








 




			
	*	 	Note that the Business Unit component will not be funded unless the minimum corporate threshold
portion of the Financial Measure is met, regardless of any achievement on Business Unit Financial
Measures.





Personal Component




To increase the linkage of IB payments to Company strategy, the Annual Award for selected
Participants, as designated by the CEO or SVP HR, will include a component (“Personal
Component”) for the achievement of individually designated personal objectives (“Personal
Objectives”). For those Participants, this Personal Component will represent 35% of the TIC
available for their Annual Award (or pro rata portion for those who start during a Plan Year).
Personal Objectives are established annually and documented by the Personal Objectives Form
attached as Exhibit 1. Personal Objectives are scored at the end of the Plan Year by the
Participant’s manager or Compensation Committee, as applicable. The scoring range for the
Personal Component of the Annual Award is as follows:



	 	 	 	 	 
	SR Rating — Superior Results
	 	90%  to 125	%
	 
	EE Rating — Exceeds Expectations
	 	70%  to 115	%
	 
	MC Rating — Meaningful Contribution
	 	50% to 99	%
	 
	NI Rating — Needs Improvement
	 	 	0	%
	 
	DM Rating — Does Not Meet Expectations
	 	 	0	%






Based on the total distribution of Personal Component attainments, any amounts forfeited by
Participants, in whole or in part, for non-achievement of Personal Objectives will revert to the
available IB pool for the Plan Year and be available for payout.



The Personal Component will be measured annually and any resulting and approved payout will be
made with the Final IB Achievement Award for the Plan Year. Participants who are transferred or
hired into a Personal Component eligible position after the first fiscal quarter of the Plan Year
will not have the Personal Component added for that Plan Year.



Computation of Plan Awards:




The Annual Award available for Participants is based on the overall Company-wide Financial Measures
for the Plan Year. For example, if ‘overachievement’ is attained then potential individual awards
are proportionately increased as determined by the Board or Compensation Committee. Participants
will fall in one of two categories for Plan award allocations: those participating in the Personal
Component program and who do not participate in the Personal Component program. Annual Award
allocations will be made as follows:



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	 	 	Financial	 	 
	 	 	Achievement	 	Personal
	Type of Participation	 	Only	 	Component
	 
	Financial Achievement
	 	 	100	%	 	 	65	%
	Personal Component Attainment
	 	 	0	%	 	 	35	%






Example Weighting at 100% Bonus Plan Funding:




If the Plan is funded at 100% for achievement of the target Financial Measure(s), then the portion
of a Participant’s Annual Award from each source would be as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bonus Weighting @ 100% Plan
	 	 	Funding
	 	 	Corp	 	BU	 	Personal
	Employee Type	 	Financial	 	Financial	 	Component
	 
	Corporate (Personal Component)
	 	 	65	%	 	 	0	%	 	 	35	%
	 
	Corporate (no Personal Component)
	 	 	100	%	 	 	0	%	 	 	0	%
	 
	BU (Personal Component)
	 	 	20	%	 	 	45	%	 	 	35	%
	 
	BU (no Personal Component)
	 	 	30	%	 	 	70	%	 	 	0	%






QUARTERLY IB ACHIEVEMENT AWARDS




For fiscal quarters 1 — 3 of each Plan Year, an IB Achievement Award payout for the period may be
made, at the Company’s discretion, when the minimum performance threshold for Financial
Achievement established by the Board (or Compensation Committee) has been met, as determined by
the Board (or Compensation Committee). However, the award amount will be capped at 25% of the
Participant’s annualized TIC for that fiscal quarter. Awards for Participants with a Personal
Component will be capped at 16.25% of the Financial Achievement portion of the quarterly payment.
Participants must be employed at the time that a quarterly IB Achievement Award payout is made to
qualify to receive such payout.



FINAL IB ACHIEVEMENT AWARD
(includes Q4 quarterly ib achievement award, Personal
component award if applicable & annual overachievement, if applicable)




After the end of the Plan Year, the Company’s actual audited financial results will be used to
determine the Financial Achievement attained and the annualized target award, which is the
Participant’s pro-rated TIC multiplied by the Achievement Award Percentage and including any
“overachievement” provided under the Financial Measures for the respective Plan Year. This
annualized target award is then compared against the year-to-date total of quarterly IB
Achievement Award payments (if any) made over the Plan Year and if the total of cumulative
quarterly IB Achievement Award payments is:



less than the annualized target award: Plan Participants will be eligible to
receive the difference as their Final IB Achievement Award.



more than the annualized target award: no further IB payments will be made.




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The Achievement Award Percentage is subject to review and approval by the Compensation Committee.
The CEO has full discretion to determine whether to refer to the Compensation Committee
consideration of achievement of IB award payments for any particular fiscal quarter (except for
any payments to be made to him, which shall be determined by the Compensation Committee). The
level of the Company’s financial performance for the fiscal quarter or fiscal year, as the case
may be, is subject to the review and approval of the Audit Committee of the Board. IB payments,
if any, are not made until after such review and approval by the Compensation Committee, if
applicable, and the Audit Committee for such fiscal quarter or fiscal year, as the case may be.
Plan Participants added to the Plan will not be eligible to participate until the first day of the
fiscal quarter after being added to the Plan.



IMPORTANT NOTE: EXCEPTIONS TO PLAN PROVISIONS AS STATED IN THIS DOCUMENT FOR ANY
PARTICIPANT REQUIRE
SPECIFIC APPROVAL BY THE CEO or SENIOR VICE PRESIDENT OF HUMAN
RESOURCES. There is no vested entitlement to any bonus. Bonus payments are made at the sole
discretion of the Chief Executive Officer and are subject to authorization by the Board (or the
Compensation Committee). Participants should not make any assumption with respect to whether a
payment will be made under this Plan or the amount of any such payment. This Plan and any annual
Financial Measures used for determining awards under the Plan may be changed or withdrawn at any
time by the Board (or Compensation Committee). Plan payment terms, participation and eligibility
for payment may be changed at any time by the CEO or Senior Vice President of Human Resources,
retroactively or prospectively, with or without prior notice, at the discretion of the CEO and all
Company incentive plans require review and approval by the CEO and the Compensation Committee. No
statement, expressed or implied, or any other feature of the Plan affects the employment-at-will
status of Participants. The Company, the Compensation Committee and/or the CEO have full
discretionary authority to administer and interpret the Plan, including discretionary authority to
determine eligibility for participation and for bonus payments under the Plan, the amount of bonus
(if any) payable per Participant and to interpret or provide for any omitted or ambiguous terms.




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Key Strategic Initiatives / Individual Objectives

For Personal Component Participants ONLY




	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	 	 	Date:                                         
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Business Unit:	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Specific Objective	 	% Weight	 	Measurement	 	Result
	 
	 	 		% 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 		% 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 		% 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 		% 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 		% 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total Score
	 	 	100	%	 	 	 	 	 	 






	 	 	 
	Specific Objective:

	 	Should be SMART — Specific, Measurable, Achievable, Realistic & Time Bound
	% Weight:

	 	Should sum to 100% in total
	Measurement:

	 	How will success be measured?
	Result:

	 	To be completed when reporting achieved results






	 	 	 	 	 	 	 	 	 
	Associate:

	 	
	 	 	 	 	 	Date:                                         
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Manager:

	 	 	 	 	 	 	 	Date:                                         
	 	 	 	 	 	 	 





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Example 1 – Date Participation Begins



Employee receives a promotion effective February 1 and because of the promotion is now in an
eligible job and job level to participate in the Plan. If approved, the earliest date the
employee would become a Plan Participant is April 1 — the beginning of fiscal Q3.












Example 2 – Date TIC Change is Effective




Plan Participant has a TIC increase of $2,000 as of November 1. Plan calculations and awards will
not be affected by the change until the quarter that begins
January 1.













Example
3 – Final Plan Payment Calculation, Less
Than Full Year Participation




Assume: Participation began Q2 and the achievement award percentage is 100%.



	 	 	 	 	 	 	 	 	 
	TIC
	 	 	 	Pro-ration:
	 	 	 	Pro-rated
	 
	 	 	 	(Quarters of
	 	 	 	Target Award
	 
	 	 	 	Participation/4)
	 	 	 	(annualized)
	 
	 	x
	 	 	 	=	 	 
	 	 	 	 	 	 	 	 	 
	$10,000
	 	 	 	3/4
	 	 	 	$7,500
	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 	Total of Quarterly	 	 	 	Pro-rated
	Pro-Rated
	 	 	 	IB Achievement
	 	 	 	Final IB 
	Target Award
	 	 	 	Award Payments
	 	 	 	Achievement
	(annualized)
	 	-
	 	(Q2 & Q3)
	 	=
	 	Award (annual)
	 	 	 	 	 	 	 	 	 
	$7,500
	 	 	 	$5,000
	 	 	 	$2,500











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