**Exhibit 10.54**

 

December 3, 2003 

 

Ray Rike 

c/o QRS Corporation 

1400 Marina Way South 

Richmond, CA 94804 

 

 

Dear Ray: 

 

Pursuant to its 1993 Stock Option/Stock Issuance Plan (the “Plan”), QRS Corporation (the “Company”) hereby grants you Fifteen Thousand(15,000) restricted share rights (“share rights”) with respect to its Common Stock (“Common Stock”). These share rights are granted to you in accordance with the restrictions, terms and conditions hereinafter set forth and are inall respects limited and conditioned by the provisions of the Plan. 

 

1. Each share right entitles you to receive one share of Common Stock on the date that the share rights vest in accordance with paragraph 2 (the “Vesting Date”). A certificate representing the shares of Common Stock will be issuedwithout restriction on or as soon as practicable following the Vesting Date of the share right, provided that such share right has not been terminated or canceled before such date in accordance with the provisions hereinafter set forth. 

 

2. 100% of your share rights will vest on December 2, 2006, provided thatyou remain employed with the Company through such date. However, if you are employed by the Company at the time of a Change of Control or Corporate Transaction (both as defined in the Plan, except that for purposes of this agreement a CorporateTransaction shall not include any merger, whether forward or reverse, if, immediately after the merger, securities possessing 50% or more of the total combined voting power of the surviving entity or parent thereof are beneficially owned, directlyor indirectly, by those persons who were the Company’s stockholders immediately before the merger in substantially the same proportion as their stockholdings immediately before the merger), all of your outstanding share rights, to the extentnot previously vested or canceled, will immediately vest in full upon such a Change in Control or a Corporate Transaction, except that where any excess parachute payment under Internal Revenue Code Section 280G(b) would occur when such acceleratedvesting is aggregated with any other compensation that constitutes a parachute payment, such accelerated vesting will be limited to the extent necessary to assure that no excess parachute payment will occur and the remaining non-accelerated sharerights will vest in accordance with this agreement; provided, however, those remaining share rights shall immediately vest in full (i) at the time of a Corporate 

Ray Rike 

December 3, 2003 

Page 2 

 

Transaction, if the successor corporation or parent thereofdoes not assume the remaining non-accelerated share rights or (ii) upon your employment being involuntarily terminated other than for “misconduct” (as defined below) at the time of or within twenty four (24) months after a CorporateTransaction or a Change in Control (as defined above) or upon your resignation at the time of or within twenty four (24) months after such a Corporate Transaction or a Change in Control by reason of (a) a material reduction (15% will be deemed amaterial reduction) in your base compensation, your annual total target compensation, or your benefits; (b) a material reduction in your duties or responsibilities, or (c) a change in your principal place of employment that increases your commute bymore than 25 miles. 

 

Except as provided in the previousparagraph, if your employment with the Company terminates for any reason before December 2, 2006, any share right held by you that has not vested before the date of your termination of employment will be canceled automatically and will no longer beoutstanding and no shares of Common Stock will be issued hereunder with respect to such canceled share rights. 

 

For purposes of this Agreement, “misconduct” means (i) your willful engagement in gross misconduct injurious to the Company or your commissionof any act of gross negligence or malfeasance with respect to your duties incident to your employment; (ii) your willful failure to attend to the material duties assigned to you by the Board of Directors; (iii) your commission of any act of fraud,embezzlement or dishonesty against the Company or any affiliate thereof, or (iv) your conviction for any criminal offense involving fraud or dishonesty or any similar conduct that is injurious to the reputation of the Company. 

 

3. The issuance of shares of Common Stock under vested share rights issubject to satisfaction of all tax withholding obligations with respect to such shares. At your discretion, the number of shares of Common Stock which you would otherwise be entitled to receive on the Vesting Date may be reduced by that number ofshares which, as of that date, has an aggregate Fair Market Value (as defined in the Plan) equal to the employer’s minimum statutory tax withholding obligations applicable to the shares issuable on that date. 

 

4. Your share rights hereunder may not be sold, assigned, transferred,alienated, subject to garnishment or otherwise encumbered in any manner other than by transfer by will or the laws of descent and distribution. 

 

5. The issuance of shares of Common Stock hereunder is subject to the procurement by the Company of all approvals and permits required by regulatoryauthorities having jurisdiction over the share rights and stock to be issued hereunder. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance of anyCommon Stock hereunder will relieve the Company of 

Ray Rike 

December 3, 2003 

Page 3 

 

any liability with respect to the non-issuance of the CommonStock as to which such approval is not obtained. The Company, however, will use its best efforts to obtain all such approvals. 

 

6. If any change is made to the Common Stock issuable hereunder by reason of any stock split, stock dividend, recapitalization, combination of shares,exchange of shares or other change affecting the outstanding Common Stock as a class without receipt of consideration, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) will make appropriateadjustments to such share rights to prevent the enlargement or dilution of your rights thereunder. 

 

7. You will not have any rights as a shareholder with respect to the shares of Common Stock issuable hereunder until you have been issued a stockcertificate for such shares. It is the intention of the parties that the Company’s obligations under your share rights are unfunded for purposes of the Internal Revenue Code and that the Employee Retirement Income Security Act of 1974 does notapply to your share rights. 

 

8. The Compensation Committee,may, in its discretion, modify or waive any or all of the terms, conditions or restrictions hereof, provided, however, that no such modification or waiver may, without your consent, adversely affect your rights hereunder. 

 

9. The Compensation Committee has full authority to administer the Plan,including authority to interpret and construe any provision thereof and hereof and to adopt such rules and regulations for administering the Plan as it may deem necessary. Decisions of the Compensation Committee are final and binding on all personswho have an interest in the Plan. 

 

10. This agreement does notconstitute a contract of employment. Neither the grant of this share right, nor any action taken under the terms of this share right or the Plan, nor any provision of this share right or the Plan will be construed to grant you the right to remain inthe employ of the Company (or any subsidiary or parent of the Company) for any period of specific duration, and the Company (or any subsidiary or parent of the Company retaining your services) may terminate your employment at any time and for anyreason, with or without cause. However, nothing contained in this share right or the Plan will affect any contractual rights you may have pursuant to a written employment agreement, duly executed on behalf of the Company. 

Ray Rike 

December 3, 2003 

Page 4 

 

If the foregoing is satisfactory, pleasesign, date and return the enclosed copy of this letter to me. 

 
Very truly yours,/s/    Elizabeth A. Fetter        
Elizabeth A. Fetter

President and Chief ExecutiveOfficer

 

 
AGREED AND ACCEPTED:/s/    Ray Rike        
Ray Rike

SVP, Worldwide Sales and FieldOperations