exv10w1



 





Exhibit 10.1




INDEMNIFICATION AGREEMENT




     THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of June 1,
2004 (the “Effective Date”), among Activant Solutions Holdings Inc., a Delaware
corporation formerly known as Cooperative Computing Holdings Company, Inc.
(“ASHI”), Activant Solutions Inc., a Delaware corporation formerly known as
Cooperative Computing, Inc. (“ASI” and, together with ASHI, the “Indemnitors”),
and Pervez Qureshi (“Indemnitee”).



RECITALS




     A. Highly competent and experienced persons are becoming more reluctant to
serve corporations as directors, executive officers or in other capacities
unless they are provided with adequate protection through insurance and
adequate indemnification against inordinate risks of claims and actions against
them arising out of their service to and activities on behalf of the
corporation.



     B. The Board of Directors of each of the Indemnitors has determined that
the inability to attract and retain such persons would be detrimental to the
best interests of the Indemnitors and their respective subsidiaries
(collective, the “Company”).



     C. The Board has also determined that it is reasonable, prudent and
necessary for the Company contractually to obligate itself to indemnify such
persons to the fullest extent permitted by applicable law so that they will
serve or continue to serve the Company free from undue concern that they will
not be so indemnified.



          In consideration of the foregoing and the mutual covenants herein
contained, and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereby agree as follows:



ARTICLE I




INDEMNIFICATION




     Section 1.1 General. The Indemnitors shall indemnify, and advance
expenses to, Indemnitee, to the fullest extent provided in their respective
Certificates of Incorporation, as the same is in effect on the date hereof and,
subject to Section 1.2, as the same may be amended or modified from time to
time.



     Section 1.2 Non-Exclusivity. The rights of Indemnitee to receive
indemnification and advancement of expenses under this agreement shall not be
deemed exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the Bylaws of either ASHI or ASI, or any other
agreement, vote of stockholders or a resolution of directors, or otherwise.
Except as required by law, neither Indemnitor shall, without the prior written
consent of Indemnitee, adopt any amendment to their respective Certificates of
Incorporation which would have the effect of adversely affecting Indemnitee’s
rights to indemnification set forth herein.


     Section 1.3 Duration of Agreement. This Agreement shall continue for so
long as Indemnitee serves as a director or officer of the Company or, at the
request of the Company, as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
and thereafter shall survive until and terminate upon the latest to occur of
(a) the expiration of six (6) years after the latest date that Indemnitee shall
have ceased to serve in any such capacity; (b) the final termination of all
pending proceedings in respect of which Indemnitee is granted rights of
indemnification or advancement of expenses hereunder; or (c) the expiration of
all statutes of limitation applicable to possible claims arising out of
Indemnitee’s status as an officer or director of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such Indemnitee is or was serving at the request of the
Company.



     Section 1.4 Notice by Each Party. Indemnitee shall promptly notify the
Indemnitors in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document or communication relating
to any claim which Indemnitee may be entitled to indemnification or advancement
of expenses hereunder; provided, however, that any failure of Indemnitee to so
notify the Indemnitors shall not adversely affect Indemnitee’s rights under
this Agreement except to the extent the Company shall have been materially
prejudiced as a direct result of such failure.



 









 






ARTICLE II


MISCELLANEOUS


     Section 2.1 Enforcement. The Indemnitors agree that its execution of this
Agreement shall constitute a stipulation by which it shall be irrevocably bound
in any court or arbitration in which a proceeding by Indemnitee for enforcement
of his rights hereunder shall have been commenced, continued or appealed, that
its obligations set forth in this Agreement are unique and special, and that
failure of any Indemnitor to comply with the provisions of this Agreement will
cause irreparable and irremediable injury to Indemnitee, for which a remedy at
law will be inadequate. As a result, in addition to any other right or remedy
he may have at law or in equity with respect to breach of this Agreement,
Indemnitee shall be entitled to injunctive or mandatory relief directing
specific performance by the Indemnitors of their respective obligations under
this Agreement.



     Section 2.2 Successors and Assigns. All of the terms and provisions of
this Agreement shall be binding upon, shall inure to the benefit of and shall
be enforceable by the parties hereto and their respective successors, assigns,
heirs, executors, administrators, legal representatives. In the event any
Indemnitor or any of their respective successors or assigns (a) consolidates or
merges into any other person and shall not be the continuing or surviving
corporation or entity of such consolidation or merger or (b) transfers all or
substantially all of its properties and assets to any person, then in each such
case, proper provision shall be made so that the successors and
assigns of the applicable Indemnitor shall assume the obligations set forth herein;
provided, however, that in the event ASI engages in a transaction of the type
described in clauses (a) or (b) of this sentence pursuant to which ASHI is not
acquired in such transaction, then ASHI shall be released from its obligations
hereunder effective upon the assumption of the obligations set forth herein by
ASI’s successors and assigns pursuant to this sentence.



     Section 2.3 Amendment. This Agreement may not be modified or amended
except by a written instrument executed by or on behalf of the parties hereto.



     Section 2.4 Waivers. The observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively
or prospectively) by the party entitled to enforce such term only by a writing
signed by the party against which such waiver is to be asserted. Unless
otherwise expressly provided herein, no delay on the part of any party hereto
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party hereto of any right,
power or privilege hereunder operate as a waiver of any other right, power or
privilege hereunder nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder.;



     Section 2.5 Entire Agreement. This Agreement and the documents expressly
referred to herein constitute the entire agreement between the parties hereto
with respect to the matters covered hereby, and any other prior or
contemporaneous or oral or written understandings or agreements with respect to
the matters covered hereby are expressly superseded by this Agreement.



     Section 2.6 Severability. If any provision of this Agreement (including
any provision within a single section, paragraph or sentence) or the
application of such provision to any person or circumstance, shall be
judicially declared to be invalid, unenforceable or void, such decision will
not have the effect of invalidating or voiding the remainder of this Agreement
or affect the application of such provision to other persons or circumstances,
it being the intent and agreement of the parties that this Agreement shall be
deemed amended by modifying such provision to the extent necessary to render it
valid, legal and enforceable while preserving its intent, or if such
modification is not possible, by substituting therefore another provision that
is valid, legal and enforceable and that achieves the same objective. Any such
finding of invalidity or enforceability shall not prevent the enforcement of
such provision in any other jurisdiction to the maximum extent permitted by
applicable law.



     Section 2.7 Notice. All notices and other communications hereunder shall
be in writing and shall be deemed given upon (a) transmitter’s confirmation of
a receipt of a facsimile transmission, (b) confirmed delivery of a standard
overnight courier or when delivered by hand or (c) the expiration of five
business days after the date mailed by certified or registered mail (return
receipt requested), postage prepaid, to the parties at the following addresses
(or at such other addresses for a party as shall be specified by like notice):


 









 





If to any Indemnitor, to:



c/o Activant Solutions Inc.

804 Las Cimas Parkway, Suite 200

Austin, Texas 78746

Attention: General Counsel

Facsimile: (512) 278-5138



If to Indemnitee, to the address indicated on the signature page hereof.



Section 2.8 Certain Construction Rules.



               The article and section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. As used in this Agreement, unless otherwise
provided to the contrary, (i) all references to days shall be deemed references
to calendar days and (ii) any reference to a “Section” or “Article” shall be
deemed to refer to a section or article of this Agreement. The words “hereof,”
“herein,” and “hereunder” and words of similar import referring to this
Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement. Whenever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed to be followed
with the words “without limitation.” Unless otherwise specifically provided
for herein, the term “or” shall not be deemed to be exclusive. Whenever the
context may require, any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
nouns, pronouns and verbs shall include the plural and vice versa.



     Section 2.9 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without giving
effect to the conflicts of laws principles thereof.



     Section 2.10 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument, notwithstanding
that both parities are not signatories to the original or the same counterpart.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




 









 








          IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to
be effective as of the date first above written.


	 	 	 	 	 
	 	ACTIVANT SOLUTIONS HOLDING

COMPANY INC.

 	 
	 	By:  	/s/ RICHARD REW, II
 	 
	 	 	Name:  	Richard Rew, II 	 
	 	 	Title:  	General Counsel & Secretary 	 
	 



	 	 	 	 	 
	 	ACTIVANT SOLUTIONS INC.

 	 
	 	By:  	/s/ RICHARD REW, II
 	 
	 	 	Name:  	Richard W. Rew, II 	 
	 	 	Title:  	General Counsel & Secretary 	 
	 




	 	 	 
	

	 	INDEMNITEE:
	 
	 	 
	

	 	By: /s/ PERVEZ QURESHI
	

	 	
 
	

	 	Name: Pervez Qureshi
	 
	 	 
	

	 	Address:
	

	 	1584 Cielo Court
	

	 	Livermore, CA 94530
	

	 	
 
	

	 	Fax No.:
_______________________________________________________