Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 10.63    
  


April 10,
2001 


Vince,
Morris

23 Coleport Landing

Alameda, CA 94502 


Dear
Vince, 


    Following
the close of our 2000 business, the development of our 2001 plan and our recent discussions, it is with pleasure that I confirm our verbal offer for your continued
employment with QRS Corporation. The following summarizes our offer: 


POSITION  


    You will have overall corporate responsibility for Senior Vice President, Support and Operations. You are a member of the Corporate Management Committee and
you may attend Board of Directors meetings as required and at the invitation of the Board. 


REPORTING TO  


    John Simon, CEO 


LOCATION  


    Richmond, CA 


MISSION STATEMENT  


    As a key executive of QRS, you should ensure continued focus on the long-term mission of QRS: 



	•
	QRS
is a leading worldwide provider of collaborative business-to-business E-commerce solution for the retail industry.



	•
	Through
the Tradeweave Retail network, we offer an integrated suite of network and service platforms that enhance the profitability and efficiency of
relationships between business across the global retail supply chain



	•
	We
will exceed customer expectations for service quality



	•
	We
will be recognized as an exciting and rewarding place to work by our employees



	•
	We
will provide superior returns to our shareholders 




    Finally,
as a key executive of QRS, you also have as continuing, significant responsibility the development and maintenance of QRS' management process and promotion of and adherence
to its core values among its associates 


KEY OBJECTIVES  


    As a key executive of QRS, your focus in 2001 should be on successfully addressing the critical issues required for QRS to exceed our financial plan. Your
objectives will be detailed in the 2001 Annual Incentive Compensation Plan. (See Addendum A) 



ANNUAL COMPENSATION  


    Your annual compensation will be administered by me and reviewed by the Compensation Committee of the Board of Directors. 



	•
	Your
base compensation will be $200,000 per year. 









	•
	In
addition, your targeted annual incentive compensation will be $100,000 or 50% of your base compensation. For details of your incentive compensation
plan, please refer to Addendum A.



	•
	Therefore,
the annual total target compensation (base plus incentive at 100% of plan) shall be $300,000. 




    Your
compensation will be reviewed at the first day of the quarter immediately following the second quarter in which the company is on its financial plan and budget. (i.e. if the
company reaches its correct financial plan by Q1, your compensation will be reviewed on the first day of Q3) 



    Otherwise,
your compensation including incentives, will be reviewed in the first quarter of each year (unless there is a change in objectives, locations, etc., in which case it will
be reviewed at that time), to ensure that it continues to be equitable, appropriate to the location and provide appropriate incentives and support to the agreed objectives. 


LONG TERM INCENTIVES  


    As an officer of QRS, on January 2, 2001, you were entitled to convert your stock options into restricted QRS stock. If you elected to convert your
stock options into restricted shares, the restricted shares will have the same provisions as your original stock options with the exception of a different vesting schedule as outlined in your
Restricted Stock Agreement (i.e. acceleration, change of control protection, etc.). The Board of Directors may grant you more stock options in the future with the approval of the Compensation
Committee. The details of your current stock option grants and restricted stock is attached in Addendum B. 


BENEFITS  


    In addition to the benefits available to all QRS associates as defined in the Employee Handbook; as a Senior Vice President and Officer you are provided with
additional benefits as follows: 


    Disability
Insurance—The Company shall purchase and maintain in effect disability insurance sufficient to provide you with an income equal to 66% of your base compensation
while you are disabled and unable to perform the duties of your current employment with QRS. You will have the option of continuing this additional disability insurance coverage at your own expense in
the event of the termination of your employment. This additional insurance benefit is taxable and will be reported for tax purposes as additional income to you. 


    Liability
Insurance—The Company shall purchase and maintain in effect sufficient Officer's liability insurance to provide you with reasonable coverage, including the
provision of legal counsel and/or reimbursement of appropriate legal fees you pay personally, against all liability claims and judgments arising from your legal exercise of your duties as an Officer
of QRS, including any actions filed after you cease your duties as an Officer or in the event of the termination of your employment. The Company shall also provide in its bylaw as full indemnification
for you as a QRS officer to the maximum extent permissible under Delaware law. 


TERMINATION AND SEVERANCE  


    This position is for no set period or term and just as you have the right to resign your position, at any time, for any reason, QRS reserves the right to
terminate your employment, at any time, with or without cause, with or without notice. 


    In
the event your employment is terminated without cause, you will become entitled to twelve (12) months of severance pay equal in the aggregate to your targeted total annual
compensation and benefits at the level in effect at the time of your termination. Your severance payments will be made in accordance with the Company's standard payroll practices for current employees
and will be subject to the Company's collection of all applicable withholding taxes. 


    For
purposes of this agreement, termination "for cause" shall mean a termination of your employment for any of the following reasons: (1) your failure to substantially perform
the material 







duties of your position with the Company after a written demand for substantial performance is delivered to you by the Company which specifically identifies the manner in which you have not
substantially performed those duties and which provides a reasonable period for you to cure those deficiencies; (2) a material breach by you of your obligations under any confidential or
proprietary information agreements with the Company or of any of your fiduciary obligations as an officer of the Company, (3) your failure to follow in a material respect the reasonable
policies or directives established on an employee-wide basis by the Company, after written notice to you indicating the policies or directives with which you are not in material
compliance, (4) any willful misconduct on your part having a material detrimental effect on the Company or (5) any unauthorized activity on your part which creates a material conflict of
interest between you and the Company after you have been provided with a reasonable opportunity to refrain from that activity. 



    In
the event you resign your employment you will be entitled to all salary, wages and accrued vacation and any other group health benefits due through the date of your resignation.
You will not be entitled to any unpaid annual incentive compensation. Additionally, any stock options granted or restricted shares awarded to you that have not vested by the date of your resignation
shall terminate. 


CHANGE OF CONTROL BENEFITS  


    Should there occur a Corporate Transaction or a Change in Control (as those terms are defined in the Company's 1993 Stock Option/Stock Issuance Plan) and
either (i) your employment is subsequently terminated without cause or (ii) you subsequently resign by reason of a material change in your base compensation, your targeted annual
incentive compensation, your annual total target compensation, or your benefits (for this purpose, 15% will be deemed a material reduction), a material reduction in your duties or responsibilities, or
a change in your principal place of employment by more than 50 miles, then your QRS stock options and restricted shares shall immediately vest in full. Also, you will be entitled to twelve
(12) months of severance pay equal in the aggregate to your targeted total annual compensation and benefits at the level in effect at the time of your termination or resignation or (if greater)
at the level in effect immediately prior to the Corporate Transaction or Change in Control. Your severance payments will be made in accordance with the Company's standard payroll practices for current
employees and will be subject to the Company's collection of all applicable withholding taxes. 


    Alternatively,
if there is a change of control of the Company (as defined in the stock option plan) and within 12 months of such change of control, either (i) your
employment is terminated other than for cause, as defined above, or (ii) there is a material reduction in salary, (for this purpose, 15% will be deemed a material reduction), or a material
reduction in your responsibility and as a result you choose to resign, you will be paid the base compensation and benefits for a further 12 months from the time of such reduction and your share
option (s) or restricted stock will vest in full. In addition, should there be a change in control prior to the full vesting of your share grant (s) or restricted stock, following which
change in control you remain employed by the successor corporation for a period of 12 months, the unvested shares subject to that option or restricted stock will accelerate and vest in full
12 months following the date of the change in control. 


EMPLOYMENT AT WILL  


    As you may be aware California is an Employment At Will state. This means that your position is for no set
period or term and just as you have the right to resign your position, at any time, for any reason, QRS reserves the right to terminate your employment, at any time, with or without cause and with or
without notice. If any contrary representation has been made to you, it is superseded by this letter. No subsequent agreement contrary to this nor any amendment to this term can be made unless it is
in writing and signed by both you and the VP, Human Resources. 


Sincerely,




	/s/ JOHN SIMON   
 John Simon, CEO

	 








    I
accept this ongoing position with QRS Corporation on these terms and conditions on the terms above and understand and agree that it supersedes any other agreement, written or oral,
I may have with QRS with respect to employment or compensation by QRS including salary, incentive, options, termination and severance. 



	/s/ VINCE MORRIS   
 Vince Morris	 	5/08/01
 Date











QuickLinks



Exhibit 10.63