Exhibit
10.2


 


	
  

  	
  

  GLOBALTECHNOLOGIESTM

  



 


 


April 30, 2003


 


Stephen P. Earhart

931 Oxford Drive

Deerfield, Illinois 60015


 


Dear Steve:


 


It has been a pleasure
talking with you relative to the career opportunities that are available with
SSA Global Technologies, Inc. (the “Company”). Although the Company has enjoyed
considerable success, we are looking to individuals such as you to play a key
role in putting the Company on its next plateau. We’re convinced that you can
make an immediate impact and are excited about your future growth potential.


 


This letter confirms to you
the Company’s offer of employment. The terms of our offer are as follows: 


 


	
  Position:

  	
   

  	
  Executive Vice President
  and Chief Financial Officer – reporting to the undersigned.

  
	
   

  	
   

  	
   

  
	
  Start
  Date:

  	
   

  	
  June 1, 2003.

  
	
   

  	
   

  	
   

  
	
  Compensation:

  	
   

  	
  Annual Base Salary:  $300,000.

  
	
   

  	
   

  	
  Annual Bonus target:
  $200,000 representing your annual bonus target (or 67% of your annual base
  salary) with the potential (based on the Company’s current plan, subject to
  change annually or otherwise as agreed) for up to two times this amount based
  on the Company’s business performance and objectives, paid in accordance with
  the Company’s executive compensation plan in effect from time to time. During
  your first twelve months of employment, $100,000 of the annual bonus
  potential is guaranteed and any shortfall will be paid following your first
  twelve months of employment.

  
	
   

  	
   

  	
   

  
	
  Stock
  Options:

  	
   

  	
  Pursuant to the terms and
  conditions of the Company’s stock option plan, you shall be granted options to
  purchase one percent (1.0%) of the shares of common stock issued and
  outstanding adjusted for fifteen percent (15%) currently allocated to the
  Company’s stock option plan (par value $0.01), the strike price of which
  shall be determined based on a Company enterprise valuation of $360 million
  dollars. Your options shall vest evenly on a monthly basis over a 4-year
  period in accordance with the Company’s Stock Option Plan and Employee Stock
  Option Agreement.

  
	
   

  	
   

  	
   

  
	
  Work
  Location:

  	
   

  	
  Your home base will be the
  Company’s headquarters located in Chicago, Illinois. During your employment,
  you will be reimbursed for all reasonable travel and living expenses in
  accordance with the next paragraph.

  
	
   

  	
   

  	
   

  
	
  Travel:

  	
   

  	
  It is envisioned that your
  position may require substantial travel. You shall travel by coach airfare
  unless agreed to otherwise or unless provided for in SSA’s then current
  travel policy. For informational purposes, SSA’s current travel policy
  provides that for senior executives such as yourself, travel by business
  class outside of North America is permitted. In accordance with the Company’s
  policies and upon presentment of required receipts, you will be reimbursed
  for all reasonable travel, living and other work-related expenses incurred by
  you in the fulfillment of your job responsibilities.

  
	
   

  	
   

  	
   

  
	
  Vacation:

  	
   

  	
  Four (4) weeks per annum
  with no carry over right.

  



 


500
West Madison, Suite 1600  Chicago, IL
60661  T 312.258.6000  F  312.474.7500  W www.ssagt.com


 

















 


	
  Severance:

  	
   

  	
  If the Company terminates
  your employment for any reason other than “for cause” you will receive a
  severance entitlement (“salary continuation”) equivalent to your then current
  base salary (specifically including an additional amount equal to the average
  annual bonus amount paid to you for the prior three (3) year period, or
  portion thereof if your employment is terminated by the Company prior to the
  expiration of three (3) years). This salary continuation is inclusive and in
  lieu of any claimed entitlement to any additional payments, however characterized,
  as may be required by statute, regulation or otherwise. For the purposes of
  clarity “for cause” includes, for example, willful misconduct, gross
  negligence in the performance of your duties, and / or the commission of any
  felony crime involving moral turpitude.

  
	
   

  	
   

  	
   

  
	
  Review:

  	
   

  	
  The current policy, subject
  to change without notice, is that reviews are conducted on an annual basis.

  
	
   

  	
   

  	
   

  
	
  Benefits:

  	
   

  	
  Per summary which will be
  forwarded to you shortly.  This
  summary of benefits highlights the major benefits offered by the Company. All
  benefits are subject to change without notice.

  
	
   

  	
   

  	
   

  
	
  Governing
  Law:

  	
   

  	
  This offer letter (and any
  employment) shall be governed by the laws of the State of Illinois, you
  accept Illinois as the exclusive venue for dispute resolution and submit to
  the exclusive jurisdiction of the Illinois Courts.

  
	
   

  	
   

  	
   

  
	
  Contingencies:

  	
   

  	
  This offer of employment is
  contingent upon your signing of an Employee Confidentiality Agreement
  (attached).

  
	
   

  	
   

  	
   

  
	
  Acceptance:

  	
   

  	
  Your signature below will
  acknowledge your understanding and agreement to this offer of
  employment.  Written acceptance to
  this offer is required within five days of the date of this letter.  The Company reserves the right to withdraw
  this offer without further notice if not accepted by you by this time or if
  any representations  (e.g., job
  references, education) cannot be verified. 
  This offer becomes valid only upon the Company’s final acceptance of
  the signed offer letter (following your signature).

  



 


We look forward to you
joining the Company. Teamwork, quality, people, client satisfaction, focus,
industry knowledge and quality software have all played a significant part in
the Company’s past. We are confident that you will play an important role in
helping our success to continue in the future. Should you have any questions
regarding this offer, please contact me directly.


 


Yours truly,


SSA Global Technologies, Inc.


 


	
  /s/ Michael Greenough

  	
   

  
	
  Michael Greenough

  
	
  Chairman and CEO

  



 


The undersigned accepts the
above employment offer, agrees that it contains the terms of employment with
the Company, and that there are no other terms, expressed or implied. By
accepting this offer of employment, the undersigned is acknowledging that no
prior employment obligations or other contractual restrictions exist which
preclude employment with the Company. It is further understood that this offer
is confidential and disclosure (other than to my family, financial advisor and
attorney) is subject to termination of employment or withdrawal of this offer.


 


ACCEPTED:


 


 


	
  /s/ Stephen Earhart

  	
   

  	
  April 30, 2003

  	
   

  
	
  Stephen Earhart

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ ILLEGIBLE

  	
   

  	
  April 30, 2003

  	
   

  
	
  SSA Global Technologies, Inc.

  	
   

  	
  Date