Exhibit 10.4


 


	
   

  	
  SSA Acquisition Corporation

  
	
   

  	
  Liz Davis

  
	
   

  	
  500 W. Madison Suite 3200

  
	
   

  	
  Chicago, ILL

  



 


SSA


 


August 23,
2000


 


Mr. John
Walles


830 Kerry Ct.


Palatine, IL
60067-6733


 


Dear John:


 


SSA is pleased
to confirm our verbal offer for the position of Vice President, Worldwide
Finance for SSA. You will be reporting to Cathy Scanlon. Your start date will
be August 21, 2000.


 


Your
compensation plan will include a base salary of $175,000 paid in semi-monthly
installments. You will also be eligible for a variable component equal to
$50,000.


 


You will be
eligible to participate in all other benefits available to SSA employees. These
benefits include health, dental, disability, life insurance, tuition
reimbursement, and 401k plans.


 


This is a
confidential job offer. In the event that the details of this agreement are
disclosed to others by you, it will be construed as a breach of agreement. In
addition, you will be required to read and sign SSA’s Patent and
Confidentiality agreement upon employment. This job offer is conditional upon
the accuracy of the statement in your resume and during your interview as to
you abilities and qualifications.


 


We look
forward to you joining SSA, and we are confident that you possess the skills
and enthusiasm to be very successful in this position.


 


Please
acknowledge acceptance of this offer by signing and returning the enclosed copy
of this letter to me as soon as possible. Also, please confirm the start date
agreed to by indicating it on the appropriate line. If you have any question,
please do not hesitate to contact me.


 


Sincerely,


 


 


	
  /s/ Liz
  Davis

  	
   

  	
   

  	
   

  
	
  Liz Davis

  	
  John Walles

  	
   

  
	
  Vice
  President, Human Resources

  	
  Start Date

  	
  /s/ John Walles

  	
   

  
	
   

  	
   

  	
  August 23, 2000

  



 

















 


John Walles


830 Kerry Court


Palatine, IL 60067-6733


 


Employment Agreement


 


In
consideration of the mutual covenants and conditions contained herein, the
parties intending to be legally bound, agree as follows:


 


Section 1


Employment


 


Employment –
The Company hereby employees “Employee” as Chief Financial Officer of SSA
Global Technologies, Inc. the “Company”, subject to the terms and conditions
set forth below. This is intended as an offer of employment and is subject to
Board approval. This approval is expected to be obtained within a reasonable
length of time.


 


Section 2


Compensation and Benefits


 


Compensation –  Effective August 21, 2000, as
compensation for Employee’s services Employee will receive


 


Base Salary @ USD$175,000.00 payable in semi-monthly installments


Bonus @ USD$50,000


On-Target Earnings (OTE) of $225,000


 


*Definition of Bonus Calculation:


$20,000.00 Annual Total Company Operating Income Bonus- Based on
achieving 100% of Total Company Operating Profit. Payment: Within 30 days of
the close of the fiscal year-end audit


 


$20,000.00 Quarterly Company Operating Income Bonus, $5,000.00 per
Quarter- Based on achieving 100% of the Quarterly Company Operating Profit.
Payment: Within 30 days of the close of the quarterly audit.


 


$10,000.00 Quarterly Discretionary Performance Bonus, $2,500.00 per
Quarter – Quarterly discretionary bonus paid on the MBO to be defined within
the next 30 days. MBO to include variables assigned quarterly by the CEO such
as AR, Collections and AR day sales outstanding.


 


Overage/Underage Provision – A prorated Annual Operating Income and
Quarterly Operating Income Bonus will be paid for achievement of 70% - 115%.


 


Equity – To be determined subject to Board Approval.


Benefits - Employee will be eligible to participate in all Company
benefit plans on the same terms as any other employee.


 


Duties –
Employee will devote his full business time and attention and best efforts to
the affairs of the Company and Employee shall not engage in any other business
duties or pursuits or render any services of a professional nature to any other
entity or person, without the prior written consent of the Company.


 

















 


Section 3


Termination


 


Termination
for Cause – The Company shall have the right at any time, exercisable upon 90
days’ written notice, to terminate Employee’s employment for “Cause”. “Cause
shall mean (1) gross negligence or willful misconduct by Employee in the
performance of Employee’s obligations hereunder, (2) material breach of any
provision of this Agreement and, if such breach is susceptible to cure, such
breach is not cured within 90 days of written notice to Employee, (3) felony
conviction, (4) fraud, embezzlement or any other illegal or wrongful conduct
substantially detrimental to the Company, (5) intentionally imparting material
confidential information relating to the Company other than in the course of
Employee’s duties. (6) violation of the conditions detailed in the Authority
Matrix. Upon termination for Cause, Employee shall be entitled to receive Base
Salary, unpaid accrued vacation and benefits through the effective date of the
termination. No other payments or compensation of any kind will be paid.


 


Resignation –
Employee may resign and terminate his employment at any time by giving 90 days’
written notice. Employee will receive the same payment as outlined in
Termination for Cause.


 


Termination
Due to Death or Disability – This agreement shall automatically terminate upon
Employee’s death. In addition, if Employee is unable to perform his duties by
reason of any mental or physical disability or incapacity for a period of 90
consecutive days, the Company may terminate his employment upon 30 days’
written notice. Employee will receive the same payment as outlined in
Termination for Cause except as otherwise provided under the Company’s
Disability plan.


 


Termination
Without Cause; Resignation With Good Reason – The Company shall have the right,
exercisable upon 10 days’ prior written notice, to terminate Employee’s
employment under this Agreement for any reason or for no reason, at any time.
The Employee shall have the right, exercisable upon 10 days’ prior written
notice, to terminate his employment under this Agreement for “Good Reason”.
“Good Reason” shall mean any of the following actions by the Company: (1)
material reduction in Employee’s title or responsibilities, (2) material breach
by the Company of any provision of this Agreement and, if such breach is
susceptible to cure, such breach is not cured within 10 days of written notice
to the Company. If Employee is terminated without Cause or resigns with Good
Reason.


 


Section 4


Certain Agreements


 


Confidentiality
– Employee acknowledges that the Company owns and will own and has developed
and will develop proprietary information concerning its business and its
customers and clients (“Proprietary Information”). Such Proprietary Information
includes, among other things, trade secrets, financial information, product
plans, customer lists, marketing plans, systems, manuals, training materials,
forecasts, inventions, improvements, ideas, know-how and other intellectual
property. Employee shall, at all times, both during employment by the Company
and thereafter, keep all Proprietary Information in confidence and trust and
will not use or disclose any Proprietary Information without the written
consent of the Company, except as necessary in the ordinary course of
Employee’s duties. Employee shall keep the terms of this Agreement in
confidence and trust and shall not disclose such terms.


 


Company
Property –Employee recognizes that all Proprietary Information, however stored
or memorialized, and all identification cards, keys, access codes, marketing
materials, documents, records and other equipment or property which the Company
provides are the sole property of the Company. Upon termination Employee shall
(1) refrain from taking any such property from the Company’s premises and (2)
return any property in Employee’s possession.


 


Assignment of
Inventions to the Company – Employee will promptly disclose to the Company all
improvements, inventions, formulas, ideas, works of authorship, processes,
computer programs, know-how and trade secrets developed, whether or not
patentable, made or conceived or reduced to practice or developed by Employee,
either alone or jointly with others, during his employment or using the
Company’s


 


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equipment,
supplies, facilities or trade secret information (collectively, “Inventions”).
All Inventions, and other intellectual property rights shall be the sole
property of the Company and shall be “works made for hire.” Employee hereby
assigns to the Company any rights Employee may have or acquire in all
Inventions and agrees to perform, during and after employment with the Company,
at the Company’s expense, all acts reasonably necessary by the Company in
obtaining and enforcing intellectual property rights with respect to such
Inventions. Employee hereby irrevocably appoints the Company and its officers
and agents as Employee’s attorney-in-fact to act for and in Employee’s name and
stead with respect to such Inventions.


 


Non-Solicitation
of Other Employees and Agents – For a period of 18 months after termination
hereof, Employee will not encourage, solicit, induce, or attempt to encourage,
solicit or induce any other employee or any independent contractor, agent or
representative of the Company to leave his/her employment or terminate his/her
relationship with the Company. In addition for a period of 18 months after
termination hereof, Employee will not hire or attempt to hire any person who is
an employee, contractor, agent or representative of the Company at such time or
who has been an employee, contractor, agent or representative of the Company at
any time within six months preceding such time.


 


Non-Solicitation
of Customer, Clients, and Suppliers. For a period of 18 months after termination
hereof, Employee will not, directly or indirectly, (1) solicit, divert or
attempt to solicit or divert, on behalf of any other business competitive with
the Company, any customer or client of the Company, or any prospective customer
or client of the Company, at the time of, or within one year prior to,
termination hereof, or (2) interfere with any business relationship between the
Company and any business which supplies products or services to the Company.


 


Covenant Not
to Compete – For a period of 18 months after termination hereof, Employee will
not own, manage, participate in, become employed by or be connected in any
manner with any business that competes with the Company in the
development,  production, marketing or
servicing of any service or product (1) with which Employee was involved in the
course of Employee’s employment or (2) of which Employee has gained knowledge
in the course of Employee’s employment. Employee acknowledges that the Company
conducts or will conduct its operations throughout the United States and
worldwide and that Employee therefore shall not, during the period specified
above, engage in such competitive conduct anywhere in the world.
Notwithstanding the foregoing, Employee may beneficially own publicly traded
securities representing not more than 2% of any business that competes with the
Company.


 


Remedies –
Employee recognizes that irreparable harm would result from any breach by
Employee of the covenants in this Section 4 and that monetary damages alone
would not provide adequate relief, and therefore, Employee acknowledges that in
such case injunctive relief is proper, in addition to any other relief the
Company may seek. In the event the Company brings an action to enforce any
provision of this Article 4, the non-prevailing party shall pay to the
prevailing party all costs and expenses, including attorneys’ fees, which the
prevailing party incurs in such action.


 


Section 5


Miscellaneous Provisions


 


Severability –
The parties agree that it is not their intention to violate any public policy
or statutory or common law. If any provision of this Agreement, or the
application of any such provision to any person or circumstance, shall be
judicially declared to be invalid, unenforceable, void or voidable, such
decision will not have the effect of invalidating, voiding or rendering
voidable the remainder of this Agreement.


 


Governing Law
– This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Illinois without regard to its principles of
conflicts of laws.


 


Employee has
read this Agreement carefully and understands and accepts the obligations which
it imposes upon Employee without reservation. No other promises or
representations have been made to Employee to induce Employee to sign this
Agreement. Employee is signing this Agreement voluntarily and freely.


 


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  COMPANY:

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
  SSA Global Technologies,
  Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ ILLEGIBLE

  	
   

  	
  /s/ John Walles

  	
   

  
	
   

  	
  2/22/2001

  
	
  Title:

  	
    CEO

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
    2/22/01

  	
   

  	
   

  
							



 


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