Exhibit 10.18


 


STOCK
APPRECIATION RIGHTS AGREEMENT


 


STOCK APPRECIATION RIGHTS
AGREEMENT (this “Agreement”), dated as of May 27, 2004 between SSA
GLOBAL TECHNOLOGIES, INC. (the “Company”) and BLI-8787, LTD. (the “Recipient”).


 


RECITALS


 


A.  The Company, the Recipient and EXE
Technologies, Inc. are parties to a Settlement Agreement (the “Settlement
Agreement”), dated as of May 27, 2004.


 


B.  Pursuant to the Settlement Agreement, the
Company agreed to issue to the Recipient SARs (as defined below) with respect
to 8,778 shares of Common Stock (as defined below).


 


C.  The Company and the Recipient now wish to
grant the Recipient such SARs pursuant to this Agreement.


 


AGREEMENT


 


In consideration of the
premises and the mutual covenants and the agreements herein set forth, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


Section 1.  Definitions.  For purposes of this Agreement, capitalized
terms used but not otherwise defined herein shall have the following meanings:


 


“Affiliate”
of a Person means any other Person that directly or indirectly controls, is
controlled by or is under common control with, the Person or any of its
subsidiaries.  The term “control” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.  With respect to a natural person, such
natural person’s Affiliates shall also include such natural person’s spouse,
and their siblings, parents and lineal descendants.


 


“Asset
Liquidity Event” means a Transfer, lease, event, transaction or occurrence
described in clause (b) of the definition of “Liquidity Event”.


 


“Common
Stock” means the common stock, par value $0.01 per share, of the Company,
or such other capital stock or other equity interests into which such common
stock, par value $0.01 per share, of the Company may be converted, exchanged,
recapitalized or reclassified.


 


“Convertible
Securities” means any stock or securities convertible into or exchangeable
for shares of Common Stock.


 
















 


“Fair
Market Value” means the fair market value of one share of Common Stock of the
Company as determined in the reasonable good faith business judgment of a
majority of the independent directors of the Company.


 


“Fully-Diluted
Shares of Common Stock” means, as of the time of determination, all issued
and outstanding shares of Common Stock and all shares of Common Stock issuable
upon conversion or exercise of all issued and outstanding Convertible
Securities and Options.


 


“IPO”
means an underwritten initial public offering by the Company of shares of
Common Stock.


 


“IPO
Date” means the date on which the IPO is consummated.


 


“Liquidity
Event” means (a) any Transfer, directly or indirectly, in one or more
transactions, whether by sale, merger, consolidation, recapitalization,
reorganization, restructuring or other similar business combination, of any of
the outstanding shares of Common Stock to a Person that is not an Affiliate of
the Company or any of its shareholders, or (b) any dividend, distribution or
other payment to the holders of the Common Stock of any cash or assets derived
from or relating to the Transfer or lease, directly or indirectly, in one or
more transactions to a Person that is not an Affiliate of the Company or any of
its shareholders, of 90% or more of the assets of the Company and its
subsidiaries taken as a whole; provided, however, that for
purposes of this Agreement, an IPO shall not constitute a Liquidity Event.


 


“Options”
means any rights to subscribe for or to purchase, or any warrants or options
for the purchase of, shares of Common Stock or any Convertible Security.


 


“Permitted
Transferees” means with respect to (a) an entity, its Affiliates, partners,
retired partners, managers, retired managers, members, retired members and
shareholders and the immediate family members of any such partners, managers,
members and shareholders and (b) an individual, his or her Affiliates and
immediate family members.


 


“Person”
means any individual, partnership, corporation, limited liability company,
trust or other entity of any kind, whether domestic or foreign.


 


“Restricted
Shares Restricted Period” means with respect to the IPO only, the period
beginning on the IPO Date and ending on the first anniversary of the IPO Date.


 


“SARs
Restricted Period” means, with respect to a SAR, the period beginning on
the date of this Agreement and ending on the date on which such SAR is sold to
the Company pursuant to Sections 5, 7 or 8 of this Agreement.


 


“Shareholders”
means General Atlantic Partners 76, L.P., GAP Coinvestment Partners II, L.P.,
GapStar, LLC, GAPCO GmbH & Co. KG, SSA Investor, LLC, SSA


 
















 


Warrant Holdings, LLC,
Ableco, L.L.C., Cerberus Partners, L.P., Cerberus Institutional Partners, L.P.
and Madeleine, L.L.C.


 


“Stock
Liquidity Event” means a Transfer, event, transaction or occurrence
described in clause (a) of the definition of “Liquidity Event”.


 


“Transfer”
means any sale, assignment, transfer, exchange, pledge, grant of security
interest in, hypothecation, encumbrance or other disposition or conveyance of
any interest in.


 


Section 2.  Grant of SARs; Restrictions on Transferability.


 


(a)  Grant of SARs.  Upon the terms and subject to the conditions
set forth in this Agreement, effective as of the date of this Agreement, in
consideration for entering into the Settlement Agreement and the consideration
referred to therein, the Company hereby grants to the Recipient 8,778 stock
appreciation rights (each, a “SAR”). 
The number of SARs granted hereunder shall be subject to adjustment as
provided in Section 9 hereof.  Each
SAR shall represent the equivalent of one share of Common Stock.


 


(b)  Restrictions on Transferability.  The Recipient understands, acknowledges and
agrees that during the SARs Restricted Period, the Recipient may not sell,
assign, transfer, convey, pledge, hypothecate or otherwise dispose of the SARs
or any interest therein; provided, however, that the Recipient
may sell, assign, transfer, convey, distribute and deliver the SARs to one or
more Permitted Transferees, so long as such Permitted Transferees agree to be
bound by the terms and provisions of this Agreement.  Any attempted sale, assignment, transfer,
conveyance, pledge, hypothecation or other disposition of the SARs contrary to
the provisions hereof, and the levy of any execution, attachment or similar
process upon the SARs shall be void ab initio.


 


Section 3.  Issuance of Restricted Shares In
Connection with an IPO.


 


(a)  Issuance and Sale of the Restricted Shares.  Upon the terms and subject to the conditions
set forth in this Agreement, in the event that an IPO shall occur, effective as
of the IPO Date, the Company hereby issues to the Recipient a number of shares
of Common Stock equal to the number of SARs as of such IPO Date (the “Restricted
Shares”), and the Recipient, hereby purchases, acquires and accepts from
the Company the Restricted Shares, in exchange for the SARs issued to the
Recipient pursuant to Section 2.


 


(b)  Delivery of Certificates; Legend.  Upon the terms and subject to the conditions
of this Agreement, on the IPO Date, the Company will deliver to the Recipient,
original certificates representing all of the Restricted Shares registered in
the name of the Recipient, duly executed and delivered by the Company.  The Recipient understands that the stock
certificates representing the Restricted Shares, except as set forth below,
shall bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such stock certificates):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.


 
















 


THEY MAY NOT BE OFFERED OR
TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE ACT IS IN EFFECT OR (II) AN EXEMPTION
FROM SUCH REGISTRATION UNDER THE ACT IS AVAILABLE.


 


The legend set forth above
shall be removed and any stop transfer instructions with respect to such legend
shall be removed, and the Company shall issue the certificates representing the
Restricted Shares without such legend to the holder of the Restricted Shares,
if (A) such Restricted Shares are registered for resale under the Securities
Act of 1933, as amended (the “Securities Act”) and are transferred or
sold pursuant to such registration, (B) such Restricted Shares are sold to the
public in a transaction satisfying the requirements of Rule 144, or (C) if the
Recipient satisfies the requirements of Rule 144(k), provided that in the case
of clauses (B) and (C) above, if reasonably requested by the Company, the
Recipient shall provide the Company with an opinion of counsel for the
Recipient, reasonably satisfactory to the Company, to the effect that either
(x) such sale meets the requirements of Rule 144, or (y) the Recipient meets
the requirements of Rule 144(k), as the case may be.


 


(c)  Restrictions on Transferability.  The Recipient understands, acknowledges and
agrees that during the Restricted Shares Restricted Period, the Recipient may
not sell, assign, transfer, convey, pledge, hypothecate or otherwise dispose of
the Restricted Shares or any interest therein; provided, however,
that the Recipient may sell, assign, transfer, convey, distribute and deliver
the Restricted Shares to one or more Permitted Transferees, so long as such
Permitted Transferees agree to be bound by the terms and provisions of this
Agreement.  Any attempted sale,
assignment, transfer, conveyance, pledge, hypothecation or other disposition of
the Restricted Shares contrary to the provisions hereof, and the levy of any
execution, attachment or similar process upon the Restricted Shares shall be void
ab initio.


 


(d)  Cancellation of SARS.  Effective upon the receipt by the Recipient
of the original certificates representing all of the Restricted Shares as
provided in Section 3(b) above, all of the SARs shall be terminated and of
no further force or effect.


 


Section 4.  Liquidity Events.


 


(a)  Event Notices.  (i)  In
the event that the Company or any of its shareholders proposes to engage  in a Liquidity Event (other than a
Liquidity Event involving the Transfer of 50% or less of the Common Stock which
are dealt with in clause (ii) below), the Company shall deliver a written Event
Notice (as defined below) to the Recipient at least 5 calendar days prior to
the anticipated date of such Liquidity Event.


 


(ii)  In the event that the Company or any of its
shareholders proposes to engage in a Liquidity Event that involves the Transfer
of 50% or less of the Common Stock, or an Asset Sale (as defined below), the
Company shall deliver a written Event Notice to the Recipient as promptly as
possible (but in no event later than 5 business days after such Liquidity Event
or Asset Sale) after such Liquidity Event or Asset Sale.


 


(iii)  Notwithstanding any provision of this
Agreement to the contrary, so long as the Recipient shall have timely received
in cash all amounts payable to the Recipient under this


 
















 


Agreement in connection with
a Liquidity Event or Asset Sale, the Company shall not have any further
liability to the Recipient for failing to deliver an Event Notice in connection
with such Liquidity Event or Asset Sale.


 


(b)  Event Notices.  The term “Event Notice” means a
written notice that provides a brief description of the Liquidity Event or
Asset Sale, as the case may be, including, without limitation, the material
terms and conditions of the Liquidity Event or Asset Sale, and whether or not
such Liquidity Event is a Stock Liquidity Event or an Asset Liquidity
Event.  In addition, in an Event Notice,
the Company shall represent and warrant to the Recipient and its Permitted
Transferees (i) that the prospective transferee in the Liquidity Event or Asset
Sale is not an Affiliate of the Company or any of the Shareholders, (ii) the
type and amount of consideration to be paid in connection with such Liquidity
Event or Asset Sale, (iii) if such Liquidity Event is a Stock Liquidity Event,
(A) the number of shares of Common Stock being Transferred (including, without
limitation, all shares of Common Stock issuable upon conversion or exercise of
all Convertible Securities and Options being Transferred in such Stock Liquidity
Event), (B) the aggregate number of Fully-Diluted Shares of Common Stock then
held by the Shareholders and their Affiliates and the Applicable Percentage and
(iv) the Value per share of Common Stock in such Liquidity Event or Asset Sale.


 


(c)  Value. 
For purposes of this Agreement, the “Value” of one share of
Common Stock in connection with a Liquidity Event means the aggregate amount of
cash and the value (as determined in the reasonable good faith business
judgment of a majority of the independent directors of the Company) of any
non-cash consideration received or to be received by the holders of the Common
Stock for or with respect to one share of Common Stock.


 


(d)  Payments.  The Company shall not, and shall not permit
its shareholders to, consummate any Liquidity Event without either (i)
simultaneously making the payments required to be made to the Recipient under
this Agreement, or (ii) making reasonable and adequate provision for the making
of the payments required to be made to the Recipient under this Agreement
immediately following such Liquidity Event.


 


Section 5.  Stock Liquidity Events.


 


(a)  Right of Recipient to Elect.  Subject to the provisions of clause (b)
below, in the case of a Stock Liquidity Event, the Recipient will have a period
of 15 calendar days following the date on which the Recipient actually receives
the Event Notice in which to elect to sell to the Company up to the Applicable
Percentage (as defined below) of the then outstanding SARs (regardless of
whether the Company has elected to repurchase a lesser number pursuant to
clause (b) below) for a purchase price per SAR equal to the Value of one share
of Common Stock in such Stock Liquidity Event. 
The Recipient shall within such 15 calendar day period deliver to the
Company a written notice (the “Recipient Election Notice”) stating the
number of SARs that the Recipient wishes to sell to the Company in connection
with such Stock Liquidity Event.


 


(b)  Right of Company to Repurchase.  In the case of a Stock Liquidity Event, the
Company shall have the option to elect, by stating that it wishes to purchase
the number of SARs (up to the Applicable Percentage of the SARs) specified in
the Event Notice, to repurchase from


 
















 


the Recipient such number of
SARs for a purchase price per SAR equal to the Value of one share of Common
Stock in such Stock Liquidity Event.


 


(c)  Applicable Percentage.  The “Applicable Percentage” with
respect to a Stock Liquidity Event means a percentage calculated by dividing
(i) the number of shares of Common Stock being Transferred in such Stock
Liquidity Event (including, without limitation, all shares of Common Stock
issuable upon conversion or exercise of all Convertible Securities and Options
being Transferred in such Stock Liquidity Event), by (ii) the aggregate number
of Fully-Diluted Shares of Common Stock then held by the Shareholders and their
Affiliates.


 


(d)  Payment of SAR Value.  If the Company has received a Recipient
Election Notice or delivered a demand to repurchase SARs in an Event Notice,
the Company shall, either simultaneously with the consummation of the Stock
Liquidity Event, if possible, or as promptly thereafter as possible, pay to the
Recipient, by wire transfer of immediately available funds in accordance with
the wire transfer instructions for the Recipient set forth on Annex I
hereto, an amount in cash equal to the product of (i) the Value of one share of
Common Stock in the Stock Liquidity Event, multiplied by (ii) the number of
SARs sold back to the Company as set forth in the Recipient Election Notice or
the Event Notice, as the case may be.


 


Section 6.  Asset Liquidity Events.  In the event that an Asset Liquidity Event
shall occur, the Company shall, either simultaneously with the consummation of
the Asset Liquidity Event, if possible, or as promptly thereafter as possible,
pay to the Recipient, by wire transfer of immediately available funds in
accordance with the wire transfer instructions for the Recipient set forth on Annex
I hereto, an amount in cash equal to the product of (i) the Value that
would be received in respect of one share of Common Stock in the Asset
Liquidity Event, multiplied by (ii) the number of then outstanding SARs.


 


Section 7.  Drag-Along Right.


 


(a)  Drag-Along Notice.  If the Liquidity Event described in an Event
Notice involves the sale (whether by sale, merger, consolidation,
recapitalization, reorganization, restructuring or other business combination)
of more than 50% of the outstanding Common Stock (such a sale being the “Proposed
Sale”) to a Person (other than an Affiliate of the Company or any
Shareholder), and the Company elects, the Event Notice shall (in addition to
the information described in Section 4(a) above) state (i) that the
Company wishes to cause the Recipient to sell all of its SARs to the Company in
connection with the Proposed Sale, and (ii) the aggregate purchase price for
the SARs hereunder.


 


(b)  Payment of SAR Value.  The Company shall, either simultaneously with
the consummation of the Proposed Sale, if possible, or as promptly thereafter
as possible, pay to the Recipient, by wire transfer of immediately available
funds in accordance with the wire transfer instructions for the Recipient set
forth on Annex I hereto, an amount in cash equal to the product of (i)
the Value of one share of Common Stock in the Proposed Sale, multiplied by (ii)
the aggregate number of SARs outstanding on the date of such Proposed Sale.


 
















 


Section 8.  Company Repurchase Obligation.


 


(a)  Second Anniversary.  On the second anniversary of the date of this
Agreement (or if such date is not a business day, the first business day after
such second anniversary), in the event that on such date any SARs remain
outstanding, the Company shall repurchase all of the outstanding SARs for a
cash purchase price equal to the product of (i) the number of SARs then
outstanding, multiplied by (ii) $284.80 (as such amount shall appropriately be
adjusted in the case of stock splits, stock dividends, recapitalizations,
reorganizations and other similar events), less the Value per share actually
received by the Recipient pursuant to Section 6 hereof (the amount
referred to in clause (ii) being the “SAR Repurchase Price”), payable by
wire transfer of immediately available funds to the account set forth on Annex
I hereto.


 


(b)  Certain Asset Sales.  In the event that the Company shall at any
time or from time to time after the date of this Agreement, make any dividend,
distribution or other payment to the holders of the Common Stock of any cash or
assets derived from or relating to the Transfer or lease, directly or
indirectly, in one or more transactions to a Person that is not an Affiliate of
the Company or any of its shareholders, of assets of the Company and its
subsidiaries having a value (as determined in the reasonable good faith
business judgment of a majority of the independent directors of the Company) of
$120,000,000 or more (an “Asset Sale”), then from and after the date on
which such Asset Sale shall occur, the Recipient shall have the right, but not
the obligation, by delivering a written notice to the Company (the “Put
Notice”), to cause the Company to repurchase all of the outstanding SARs
for a cash purchase price equal to the product of (i) the number of outstanding
SARs, multiplied by (ii) the SAR Repurchase Price, payable by wire transfer of
immediately available funds to the account set forth on Annex I
hereto.  The Company shall repurchase all
of the outstanding SARs and pay the purchase price for the SARs in full as
provided in this Section 8(b) within 5 business days after the Company’s
receipt of the Put Notice.


 


Section 9.  Anti-Dilution Protection.


 


(a)  Dividends or Distributions Payable in
Common Stock and Changes in Common Stock. 
In the event the Company shall, at any time or from time to time after the
date of this Agreement (x) issue any shares of Common Stock as a dividend or
distribution to the holders of any of the Company’s equity securities or (y)
split, subdivide or combine any outstanding shares of Common Stock into a
greater or lesser number of shares (any such event in (x) or (y) being referred
to herein as a “Change of Securities”), then, in each case, the number
of SARs granted to the Recipient hereunder shall automatically be increased to
equal the number of shares of Common Stock that a holder of a number of shares
of Common Stock equal to the number of SARs outstanding immediately prior to
such Change of Securities would hold or be entitled to hold immediately
following such Change of Securities.  For
example, if after the date of this Agreement, the Company consummates a two for
one split of the Common Stock, then from and after the date of such stock
split, the number of SARs granted to the Recipient hereunder shall be 17,556.


 


(b)  Issuances of Shares of Common Stock to
Affiliates.  In the event the Company
shall, at any time or from time to time after the date of this Agreement,
issue, sell or otherwise distribute (including by way of deemed issuances or
distributions pursuant to Section 9(c) below)


 
















 


any shares of Common Stock
(other than pursuant to a Change of Securities or the exercise or conversion of
any Option or Convertible Security) to an Affiliate of the Company or any of
the Shareholders (any such event, including any deemed issuances or
distributions described in Section 9(c) below, being herein called an “Issuance”),
for a consideration per share less than 85% of the Fair Market Value per share
of Common Stock on the date of such Issuance, then, effective upon each such
Issuance the number of SARs granted to the Recipient hereunder shall
automatically be increased to equal the product of (i) the number of SARs
outstanding immediately prior to such Issuance, multiplied by (ii) a fraction
(A) the numerator of which shall be the total number of Fully-Diluted Shares of
Common Stock outstanding immediately after such Issuance, and (B) the
denominator of which is the sum of (I) the total number of Fully-Diluted Shares
of Common Stock outstanding immediately prior to such Issuance, plus (II) the
number of shares of Common Stock which the aggregate consideration received by
the Company would purchase at the Fair Market Value per share of Common Stock.


 


(c)  Grant of Options or Convertible Securities.  For purposes of Section 9(b) above, the
grant, issuance, sale or other distribution by the Company to an Affiliate of
the Company or any of its Shareholders of (x) Options (whether or not such
Options (or in the case of Options to acquire Convertible Securities, the right
to convert or exchange such Convertible Securities) are immediately
exercisable), or (y) Convertible Securities (whether or not the right to
convert or exchange such Convertible Securities are immediately exercisable),
in each case, shall be deemed to be an Issuance (i) effective as of the date of
the grant, issuance, sale or other distribution of such Options or Convertible
Securities, (ii) of the maximum number of shares of Common Stock issuable upon
exercise of the Options or conversion or exercise of the Convertible
Securities, and (iii) for a consideration per share equal to the sum of (A) the
consideration per Option or Convertible Security received by the Company upon
the issuance of such Options or Convertible Securities, plus (B) the per-share
exercise price of such Options or the per-share conversion or exercise price of
such Convertible Securities, as the case may be.  No additional adjustment of number of SARs
shall be made upon the actual exercise of such Options or upon the actual
conversion or exchange of such Convertible Securities; provided, however,
to the extent any Options or Convertible Securities are cancelled or expire
without being exercised or converted, as the case may be, appropriate
adjustment shall be made to the number of SARs.


 


(d)  Changes in Options or Convertible
Securities.  If the per-share
exercise price of any outstanding Option or per-share conversion or exercise
price of any outstanding Convertible Security shall change at any time, the
number of SARs then in effect shall forthwith be readjusted to the number of
SARs that would then be in effect had the adjustment made under Sections 9(b)
and (c) hereunder upon the initial issuance, sale, distribution or granting of
such Options or Convertible Securities been made based upon such changed
exercise price, conversion price or conversion rate, as the case may be, but
only with respect to such Options and Convertible Securities as then remain
outstanding.


 


(e)  Certain Distributions.  If the Company shall pay a dividend or make
any other distribution payable in Options or Convertible Securities to an
Affiliate of the Company or any of its Shareholders, then, for purposes of
Section 9(b) above (by operation of Section 9(c)), such Options or
Convertible Securities shall be deemed to have been issued or sold without
consideration except for such amounts of consideration as shall have been
deemed to have been received by the Company pursuant to Section 9(c)
above, as appropriate.


 
















 


Section 10.  Covenants of the Company.


 


(a)  No Impairment.  The Company will not, by amendment of its
charter documents, or through reorganization, consolidation, merger,
dissolution, issue or sale of securities, sale or transfer of assets or any
other voluntary or involuntary action, (i) avoid or seek to avoid the
observance or performance of any of the terms of this Agreement to be observed
or performed by the Company, (ii) materially and adversely affect the rights of
the Recipient in respect of this Agreement, or (iii) directly or indirectly,
create or otherwise cause or suffer to exist or become effective, any restriction
or encumbrance on the ability of the Company to perform and comply with its
obligations under this Agreement.  The
Company will at all times in good faith assist in the carrying out of all of
the terms and provisions of this Agreement and in the taking of all such action
as may be necessary or appropriate in order to protect the rights of the
Recipient under this Agreement.


 


(b)  Listing Requirements.  If and so long as the Common Stock is listed
on any national securities exchange, the Company will, if permitted by the
rules of such exchange, list and keep listed on such exchange, upon official
notice of issuance, all of the Restricted Shares issuable under this Agreement.


 


(c)  Notice of Certain Transactions.  In the event that (i) the Company takes any
action that would require an adjustment in the number of SARs or Restricted
Shares hereunder, or (ii) proposes to engage in any reorganization,
restructuring, recapitalization, reclassification of capital stock or other
similar transaction affecting the equity capitalization of the Company, then in
each case, the Company shall, not later than 5 calendar days prior to the
earliest of the record or effective date, as the case may be, give the
Recipient a written notice stating (A) a brief description of the event, and
(B) such record or effective date, as the case may be.  With respect to an IPO of the Company, the
Company shall promptly give the Recipient notice of (i) the initial filing of
the registration statement in connection therewith and (ii) the effectiveness
of such registration statement.


 


(d)  Reservation of Common Stock.  The Company shall reserve and keep available
out of its authorized but unissued shares of Common Stock for issuance under
this Agreement, free from preemptive rights, a number of shares of Common Stock
equal to the number of Restricted Shares to be issued hereunder.


 


 Section 11.  Representations and Warranties of the
Company.  The Company hereby
represents and warrants to the Recipient as follows:


 


(a)  Existence and Power.  The Company (i) is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (ii) is duly qualified under the laws of each jurisdiction in
which qualification is required to own, lease or license their assets and
properties or to carry on their business, except where the failure to be so
qualified would not reasonably be expected to result in a material adverse
effect on the Company and its subsidiaries, taken as a whole, and (iii) has all
necessary power and authority required to execute and deliver this Agreement
and to consummate the transactions contemplated herein.  Each of the Company’s “significant
subsidiaries,” as such term is defined in Regulation S-X under the Code of
Federal


 
















 


Regulations, is an entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and is duly qualified under the laws of each
jurisdiction in which qualification is required to own, lease or license their assets
and properties or to carry on their business, except where failure to be in
good standing would not reasonably be expected to result in a material adverse
effect on the Company and its subsidiaries, taken as a whole.


 


(b)  Authorization; Binding Effect.  The execution and delivery by the Company of
this Agreement, the performance by the Company of its obligations under this
Agreement and the consummation of the transactions contemplated herein has been
duly authorized by all necessary action on the part of the Company.  This Agreement is the legal, valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms, except that such enforcement (i) may be limited by bankruptcy,
insolvency, moratorium or similar laws affecting creditors’ rights generally
and (ii) is subject to the availability of equitable remedies, as determined in
the discretion of the court before which such a proceeding may be brought.


 


(c)  Contravention.  Neither the execution, delivery and performance
of this Agreement by the Company nor the consummation of the transactions
contemplated herein will (with or without notice or lapse of time or both) (i)
violate or breach any provision of the Company’s or any of its subsidiaries’
organizational or governing documents, (ii) violate or breach any statute, law,
rule, regulation or order by which the Company, any of its subsidiaries or any
of their assets or properties may be bound or affected, or (iii) breach or
result in a default under, any material contract or agreement to which the
Company or any of its subsidiaries is a party or by which the Company, any of
its subsidiaries or any of their assets or properties, including, without
limitation, the Restricted Shares may be bound or affected.


 


(d)  Consents.  No approval, consent, authorization or order
of, notice to or registration or filing with, or any other action by, any
governmental authority or Person is required in connection with (i) the due
execution and delivery by the Company of this Agreement and the performance of
the Company’s obligations hereunder, and (ii) the consummation of the
transactions contemplated herein, including, without limitation, the issuance,
sale, transfer, assignment, conveyance and delivery of the Restricted Shares to
the Recipient.


 


(e)  Litigation.  As of the date hereof, there is no lawsuit,
action, claim or proceeding pending, or to the Company’s knowledge threatened,
that questions the validity of this Agreement or that involves or relates to
any of the transactions contemplated herein.


 


(f)  The Restricted Shares.  Upon delivery to the Recipient of the
certificates representing the Restricted Shares for the issuance, sale,
transfer, assignment, conveyance and delivery to the Recipient, (i) the
Recipient will become the sole record owner of all of the Restricted Shares and
good and marketable title to all of the Restricted Shares will pass to the
Recipient, free and clear of any liens, claims, encumbrances, security
interests, options, charges, preemptive rights and transfer restrictions of any
kind, except for those


 
















 


created by this Agreement,
and (ii) all of the Restricted Shares will be duly authorized, validly issued,
fully paid and nonassessable.


 


(g)  Sufficient Shares.  The Company has as of the date of this
Agreement, and will have, as of the IPO Date, a sufficient number of authorized
but unissued shares of Common Stock so that the Company will at all times have
a sufficient number of authorized but unissued shares of Common Stock to issue
to the Recipient pursuant to this Agreement.


 


(h)  Capitalization.


 


(i)  Authorized, Issued and Outstanding Shares.  As of the date of this Agreement, the
authorized equity securities of the Company consists of (i) 12,000,000 shares
of Common Stock, of which 330,000 shares are issued and outstanding, and (ii)
4,000,000 shares of Preferred Stock, of which 3,000,000 shares are designated
as Series A Convertible Preferred Stock, of which 3,000,000 shares are issued
and outstanding.  All of the issued and
outstanding shares of capital stock of the Company have been duly authorized,
validly issued and are fully paid and nonassessable.  As of the date of this Agreement, except as
set forth above and as set forth on Schedule 4(h)(ii), the Company
does not have any equity securities issued and outstanding.


 


(ii)  Rights, Options, Warrants, Etc.  As of the date of this Agreement, there are
no statutory or contractual preemptive or similar rights on the part of any
holder of any securities of the Company with respect to the issuance and sale
of the Restricted Shares which have not been effectively and validly waived as
of the date of this Agreement, and except as described on Schedule 4(h)(ii),
no securities, options, warrants, conversion or other rights or contracts of
any kind are outstanding that obligate the Company, contingently or otherwise,
to issue, sell, purchase or redeem any of their equity securities or any
securities exercisable or exchangeable for or convertible into any such equity
securities and no authorization therefor has been given.


 


(i)  Financial Information.


 


(i)  Balance Sheets.  The unaudited consolidated balance sheets of
the Company and its subsidiaries dated as of July 31, 2003 and
January 31, 2004 (the “Balance Sheet”), copies of which are
attached hereto as Schedule 4(i)(i), were prepared by management of
the Company in accordance with U.S. generally accepted accounting principles
applied on a consistent basis in accordance with the past practice of the
Company consistently applied and fairly present the financial position of the
Company and its subsidiaries as of such periods, subject to possible
adjustments relating to the Baan transaction, as  specified in more detail in the cover letter
attached to the financial statements, and, subject further, in the case of
internally prepared unaudited interim financial statements dated
January 31, 2004, to normal recurring year-end adjustments which are not
expected to be material in amount.


 


(ii)  Other Financial Statements.  The unaudited consolidated statements of operations,
statements of changes in shareholder’s equity and statements of cash flows of


 
















 


the Company and its
subsidiaries for the 12-month period ended on July 31, 2003, and for the
six-month period ended on January 31, 2004, copies of which are attached
hereto as Schedule 4(i)(ii), were prepared by management of the
Company in accordance with U.S. generally accepted accounting principles
applied on a consistent basis in accordance with the past practice of the
Company consistently applied and fairly present the results of operations,
changes in shareholder’s equity and cash flows of the Company and its
subsidiaries for such periods, subject to adjustments relating to the Baan
transaction specified in more detail in the cover letter attached to the financial
statements, and, subject further, in the case of internally prepared unaudited
interim financial statements dated January 31, 2004, to normal recurring
year-end adjustments which are not expected to be material in amount.


 


Section 12.  Representations and Warranties of the
Recipient.  The Recipient hereby
represents and warrants to the Company as follows:


 


(a)  Existence and Power.  The Recipient (i) is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, and (ii) has all necessary power and
authority required to execute and deliver this Agreement and to consummate the
transactions contemplated herein.


 


(b)  Authorization; Binding Effect.  The execution and delivery by the Recipient
of this Agreement, the performance by the Recipient of its obligations under
this Agreement and the consummation of the transactions contemplated herein has
been duly authorized by all necessary action on the part of the Recipient.  This Agreement is the legal, valid and
binding obligation of the Recipient enforceable against the Recipient in
accordance with its terms, except that such enforcement (i) may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights
generally and (ii) is subject to the availability of equitable remedies, as
determined in the discretion of the court before which such a proceeding may be
brought.


 


(c)  Contravention.  Neither the execution, delivery and
performance of this Agreement by the Recipient nor the consummation of the
transactions contemplated herein will (with or without notice or lapse of time
or both) (i) violate or breach any provision of the Recipient’s organizational
or governing documents, (ii) violate or breach any statute, law, rule,
regulation or order by which the Recipient or any of its assets or properties
may be bound or affected, or (iii) breach or result in a default under, any
material contract or agreement to which the Recipient is a party or by which
the Recipient or any of its assets or properties may be bound or affected.


 


(d)  Consents.  No approval, consent, authorization or order
of, notice to or registration or filing with, or any other action by, any
governmental authority or Person is required in connection with (i) the due
execution and delivery by the Recipient of this Agreement and the performance
of the Recipient’s obligations hereunder, and (ii) the consummation of the
transactions contemplated herein, including, without limitation, the issuance,
sale, transfer, assignment, conveyance and delivery of the Restricted Shares to
the Recipient.


 
















 


(e)  Securities Representations.  The Recipient is acquiring the Restricted
Shares for investment and not with a view to the distribution or other
distribution of any part thereof in violation of applicable securities
laws.  As of the date hereof, the
Recipient is, and as of the IPO Date, the Recipient will be, an “accredited
investor” as defined in Rule 501(a) of the Securities Act of 1933, as amended
(the “1933 Act”), and the Recipient was not organized for the specific
purpose of acquiring the Restricted Shares.


 


(f)  Reliance on Exemptions.  The Recipient understands that the SARs are
being, and the Restricted Shares will be, offered and sold to it in reliance on
specific exemptions from the registration requirements of the United States
federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Recipient’s compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
the Recipient set forth herein in order to determine the availability of such
exemptions and the eligibility of the Recipient to acquire the Restricted
Shares.


 


(g)  Information.  The Recipient (i) can bear the economic risk
of an investment in the SARs and the Restricted Shares, (ii) has such knowledge
and experience in business and financial matters so as to enable it to
understand the risks of and form an investment decision with respect to its
investment in the SARs and the Restricted Shares and to protect its interest in
connection with such investment, and (iii) has reviewed the information that it
considers necessary to make an informed investment decision with respect to the
SARs and the Restricted Shares.


 


(h)  Transfer or Resale.  The Recipient understands that (i) neither
the SARs nor the Restricted Shares have been nor are they being registered
under the 1933 Act or any state securities laws, and may not be offered for
sale, sold, assigned or transferred unless (A) subsequently registered
thereunder, or (B) pursuant to an exemption from such registration, (ii) any
sale of the Restricted Shares made in reliance on Rule 144 promulgated under
the 1933 Act (or a successor rule thereto) (“Rule 144”) may be made only
in accordance with the terms of Rule 144 and further, if Rule 144 is not
applicable, any resale of the Restricted Shares may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the
Securities Exchange Commission thereunder, and (iii) neither the Company nor
any other person is under any obligation to register the SARs or the Restricted
Shares under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder.


 


Section 13.  Miscellaneous.


 


(a)  Notices.  All notices, requests, demands and other
communications to any party or given under this Agreement shall be in writing
and delivered personally, by overnight delivery or courier, by registered mail
or by telecopier (with confirmation received) to the parties at the address or
telecopy number specified for such parties set forth on the signature pages
hereof (or at such other address or telecopy number as may be specified by a
party in writing given at least five business days prior thereto).  All notices, requests, demands and other
communications will be deemed delivered when actually received.


 
















 


(b)  Counterparts.  This Agreement may be executed simultaneously
in one or more counterparts, and by different parties hereto in separate
counterparts, each of which when executed will be deemed an original, but all
of which taken together will constitute one and the same instrument.


 


(c)  Amendments.  This Agreement may not be amended, modified
or waived except by an instrument in writing signed on behalf of each of the
parties hereto.


 


(d)  Successors and Assigns.  This Agreement will be binding upon and
inures to the benefit of and is enforceable by the respective successors and
permitted assigns of the parties hereto.


 


(e)  Governing Law.  This Agreement will be governed by, and
construed in accordance with, the laws of the state of New York applicable to
contracts executed in and to be performed entirely within that state, without
reference to conflicts of laws provisions.


 


(f)  Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
will nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any party.  Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto will negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.


 


(g)  Ambiguities.  This Agreement was negotiated between legal
counsel for the parties and any ambiguity in this Agreement shall not be
construed against the party who drafted this Agreement.


 


(h)  No Third-Party Rights.  This Agreement is not intended, and will not
be construed, to create any rights in any parties other than the Company and
the Recipient, and no Person may assert any rights as third-party beneficiary
hereunder.


 


(i)  Submission to Jurisdiction.  Each of the Company and the Recipient hereby
(i) agrees that any lawsuit, action, claim or proceeding with respect to this
Agreement may be brought in the courts of the State of New York or of the
United States of America for the Southern District of New York, (ii) accepts
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of such courts, (iii) irrevocably waives any objection, including,
without limitation, any objection to the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any lawsuit, action, claim or proceeding in those jurisdictions,
and (iv) irrevocably consents to the service of process of any of the courts
referred to above in any lawsuit, action, claim or proceeding by the mailing of
copies of the process to the parties hereto as provided in
Section 13(a).  Service effected as
provided in this manner will become effective ten calendar days after the
mailing of the process.


 
















 


(j)  Waiver of Jury Trial.  Each of the Company and the Recipient hereby
waives any right to a trial by jury in any lawsuit, action, claim or proceeding
to enforce or defend any right under this Agreement or any amendment,
instrument, document or agreement delivered or to be delivered in connection
with this Agreement and agrees that any lawsuit, action, claim or proceeding
will be tried before a court and not before a jury.


 


(k)  Further Assurances.  Promptly upon the reasonable request by the
Recipient, the Company shall (i) correct any defect or error that may be
discovered in this Agreement or in the execution or delivery of this Agreement,
and (ii) execute, acknowledge, deliver, record, file and register, any and all
such further agreements, documents, acts, certificates, assurances and other
instruments, in each case, as the Recipient may reasonably require from time to
time.


 


(l)  Rights As Stockholder.  The Recipient shall not have any rights as a
stockholder of the Company with respect to the SARs.  In addition, the Recipient shall not have any
rights as a stockholder of the Company unless and until the Recipient is
entitled to receive the Restricted Shares pursuant to Section 3 hereof.


 
















 


In witness whereof, the
parties have executed this Stock Appreciation Rights Agreement on the day and
year first above written.


 


COMPANY:


 


	
  Address for Notices:

  	
   

  	
  SSA GLOBAL TECHNOLOGIES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention: 

  	
   

  	
   

  	
   

  
	
  Facsimile No.:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  RECIPIENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for Notices:

  	
   

  	
   

  	
  BLI-8787, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  	
   

  
	
  Facsimile No.:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
										



 
















 


ANNEX I


to


STOCK
APPRECIATION RIGHTS AGREEMENT


 


Wire
Transfer Instructions for Recipient


 




	
  Bank:

  	
   

  	
  Benchmark Bank

  
	
   

  	
   

  	
  Plano, Texas 75024

  
	
  ABA #:

  	
   

  	
  111902055

  
	
  For Credit to:

  	
   

  	
  BLI 8787, Ltd.

  
	
  Account No.:

  	
   

  	
  0142-1113-2

  
	
  Further Credit

  	
   

  	
   

  
	
  Notify:

  	
   

  	
  Mike McCain

  
	
   

  	
   

  	
  972-673-4081

  






 
















 


Schedule 4(h)(ii)


 


As of the date hereof,
610,000 options have been authorized under the Company’s option plan, of which
604,166 options have been granted.


 


Dividends on the shares of
Series A Convertible Preferred Stock accrete at a rate of 9% per annum,
compounding quarterly as of each March 31, June 30, September 30
and December 31.  The Series A
Convertible Preferred Stock, as of March 31, 2004, is convertible into
3,279,250 shares of Common Stock.