exv10w14



 





			
	
	 	Exhibit 10.14






November 17, 2006




Pervez Qureshi

1584 Cielo Court

Livermore, CA 94550




Dear Mr. Qureshi:




     Activant Group Inc., a Delaware corporation (“Activant”), is pleased to inform you that
you are eligible to receive a retention bonus of $758,333.45 (the “Bonus”), payable in five
equal annual installments, as provided below, as a reward for your continued employment with
Activant or one of its subsidiaries:



	 	 	 
	Date of Bonus Payment	 	Amount of Bonus
	September 30, 2007
	 	20%
	September 30, 2008
	 	20%
	September 30, 2009
	 	20%
	September 30, 2010
	 	20%
	September 30, 2011
	 	20%





Notwithstanding the foregoing, (i) in the event of the consummation of a Change in Control
(as defined in the Amended and Restated Activant Group Inc. 2006 Stock Incentive Plan) of
Activant, all annual installments set forth above not previously paid shall become
immediately due and payable upon such consummation, subject to the following paragraph of
this letter, and (ii) in the event your employment is terminated by Activant without Cause
(as defined in the Employment Agreement, dated as of May 2, 2006, between you and Activant
(as amended from time to time, the “Employment Agreement”)) (and other than by reason of
death or Disability (as defined in the Employment Agreement)) or if you resign for Good
Reason (as defined in the Employment Agreement) and one or more of the payment dates for the
annual installments set forth above has not occurred as of such termination, any annual
installment that you would have received on or prior to the six (6) month anniversary of the
termination of your employment based on the payment dates set forth above if you had
otherwise remained employed by Activant or one of its subsidiaries through such six (6) month
anniversary shall become immediately due and payable upon such
termination of your employment.




     You must be employed by Activant or one of its subsidiaries, whether as an employee,
consultant or advisor, at the time each installment is payable in order to earn and receive
such installment, but there are no other conditions to the Bonus. In the event that your
service relationship with Activant or one of its subsidiaries terminates prior to the time
any annual installment is payable, you will forfeit that and all subsequent installments. Activant may withhold from the Bonus any such Federal, state, local or
other taxes, including applicable taxes of any jurisdiction outside the United States, as
shall be required to be withheld pursuant to any applicable law or regulation.



 









 






     You understand that the Bonus made available to you hereunder does not constitute a
guarantee of continued employment with Activant or one of its subsidiaries, and that your
service relationship with Activant or its subsidiaries is at will. As such, you or Activant or
its subsidiaries may terminate your employment at any time and for any reason or no reason,
either with or without cause or advance notice. In addition, Activant and its subsidiaries
retain the right to modify your compensation and benefits, other than this Bonus, within their
sole discretion, upon notice to you, to the fullest extent allowed by law.



     Unless otherwise determinded by Activant’s Board of Directors, any payments made hereunder will
not be taken into account in computing your salary or compensation for the purposes of determining
any benefits or compensation under (i) any retirement, life insurance or other benefit plan of
Activant or (ii) any agreement between Activant and you.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Greg Petersen
 	 
	 	Greg Petersen, 	 
	 	Executive Vice President