Exhibit 10.1


 


May
23, 2006


 


 


Gregg
A. Waldon


13799
Candice Lane


Eden
Prairie, MN  55346


 


 


Dear
Gregg,


 


I
am very pleased to offer you the position of Chief Financial Officer of
SoftBrands reporting to me pursuant to the following terms and conditions:


 


Compensation:


 


•                  Employment to begin on June 2, 2006.


 


•                  Your annualized base salary will be $265,000
payable twice monthly at $11,041.67 per pay period on the15th and the end day
of the month.


 


•                  You are eligible to participate in the
SoftBrands Executive Compensation plan as outlined below:


 


•                  For the remainder of fiscal year 2006, a
transition bonus of $30,000.  This will
be paid on October 15, 2006 should you be actively employed with SoftBrands at
that time.


 


•                  For fiscal year 2007, at 100% of target, you
will be eligible to earn an additional $132,500 incentive compensation.  In this position, you are also eligible to
participate in an Executive Profit Sharing plan.  The details of the incentive compensation and
the Executive Profit Sharing plan will be provided in September of 2006.


 


•                  You will be granted the option to purchase
300,000 shares of SoftBrands stock with a grant date subject to your start date
of June 2, 2006.  Details of the plan
will be provided upon approval.


 


Benefits:


 


•                  Vacation in accordance with Company policy.


 


•                  Medical, dental and life/disability coverage
under SoftBrands standard employee benefit plan (summary of plan
enclosed).  There is a waiting period
before coverage under the medical plan becomes effective.  If employment begins on the date set forth
above, medical coverage (if you elect to enroll in the Plan) will be effective
July 1, 2006.


 


•                  Participation in the SoftBrands 401K Salary
Savings Plan.  If employment begins on
the date set forth in item one above, you will be eligible to enroll in the
401k Salary Savings Plan on July 1, 2006.


 

















 


Enclosed
is a copy of SoftBrands “Employee Invention and Proprietary Information
Agreement” and the SoftBrands Corporate Compliance agreements for your review
and execution prior to commencing employment.


 


This
offer of employment is valid through May 30, 2006.  If we have not received your signed
acceptance of this employment offer on or before this date, this employment
offer is null and void.  This written
offer of employment constitutes the entire understanding of the parties,
supersedes all prior discussions, representations and understandings, and is
contingent upon successful completion of a background check, receipt of your
signed Employee Invention and Proprietary Information Agreement and the
SoftBrands Corporate Compliance documents.


 


Employees
are expected to conform to the rules and regulations of SoftBrands.  Employment and compensation may be terminated
or changed at any time by the Company, with or without cause or notice.  Other than this offer letter no other terms
or conditions apply to your employment.


 


Gregg,
we are truly excited about the possibility of you joining SoftBrands and know
that you will find this position to be both challenging and rewarding.  Please acknowledge your acceptance by signing
the original and enclosed copy of this letter as well as the enclosed
Employment Agreement and returning the originals to Jocelyn Miller in the Human
Resources Department.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  SoftBrands

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  RANDAL B. TOFTELAND

  	
   

  
	
   

  	
  Randal
  B. Tofteland

  
	
   

  	
  Chief
  Executive Officer

  



 


 


	
  Accepted:

  	
  /s/ GREGG A. WALDON

  	
   

  	
  Date:

  	
  5/30/06

  	
   

  
	
   

  	
  Gregg A. Waldon

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  cc:  Corporate Human Resources