Agreement between the Company and Garen Staglin



 EXHIBIT 10.45 
  
 AGREEMENT 
  
 THIS AGREEMENT (the “Agreement”) is dated as of the 15th day of May, 2003, by and between QRS Corporation, a Delaware corporation (the
“Company”) and Garen Staglin (“Mr. Staglin”). 
  
 RECITALS 
  
 WHEREAS, as of the Company’s annual
meeting of stockholders on May 14, 2003, Mr. Staglin ceased to be a member of the Board of Directors of the Company (the “Board”); 
  
 WHEREAS the Company previously granted to Mr. Staglin the non-qualified stock options (the “Options”) set forth in Exhibit A hereto
pursuant to the Company’s 1993 Stock Option/Stock Issuance Plan (as amended and restated, the “Plan”) and the stock option agreements dated as of the date of each grant, respectively (collectively, the “Option Agreements”);
and 
  
 WHEREAS, in connection with Mr. Staglin’s retirement
as a member of the Board, Mr. Staglin and the Company desire to amend the terms of the Option Agreements to provide for accelerated vesting of certain of the Options, and the extension of the termination date for such options: 
  
 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows: 
  
 AGREEMENT 
  
 1.    Notwithstanding
anything to the contrary set forth in the Plan or in any of the Option Agreements, the vesting of Mr. Staglin’s option to purchase an aggregate of 40,000 shares of Common Stock of the Company, pursuant to the Options dated January 2, 2001, July
26, 2001 and January 2, 2002 (collectively, the “Accelerated Options”), shall be accelerated as of the execution of this Agreement such that he shall be entitled to exercise such Accelerated Options for that number of shares that would
have vested had he continued to serve on the Board until August 31, 2004. For the sake of clarity, effective upon the execution of this Agreement (a) Mr. Staglin shall be entitled to purchase up to 36,666 shares of the Common Stock granted pursuant
to the Accelerated Options, and (b) his option to purchase the remaining 3,334 shares that would have been unvested as of July 31, 2004 under the Accelerated Options shall immediately terminate. 
  
 2.    Notwithstanding anything to the contrary in the
Plan or the Option Agreements, unless previously exercised, the Accelerated Options shall terminate, and Mr. Staglin shall have no further right to exercise the Accelerated Options, at any time after November 30, 2004. 
  
 3.    Except as otherwise set forth herein, the terms of
the Option Agreements shall survive the execution and delivery of this Agreement. 
  
 4.    As part of this Agreement, QRS Corporation has agreed that director indemnification provided by the Company will remain in force covering the period of Mr. Staglin’s Board services in
accordance with the terms of his written Indemnification Agreement with the Company and the Company’s Bylaws. 
  
 5.    This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California, as
applied to agreements entered into, and to be performed entirely in such state, between residents of such state. 







 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

  

	 QRS CORPORATION

		
	 By:
	 	         /s/


	 	 	 Elizabeth A. Fetter
 President and CEO



  

		
	 	 	         /s/


	 	 	 Garen Staglin










 Exhibit A 
  

Options as of 5/15/03 and 8/31/04 
  

	 Personnel Option Status
	  	 QRS Corporation

	  	 ID: 68-0102251

	 	  	 1400 Marina Way, South

	 	  	 Richmond, CA 94804


  
 AS OF 5/15/03 
  
 Garen Staglin 
 1570 Bella Oaks Lane 
 Rutherford, CA USA 94573 
  

	 Number

	  	Option
Date

	  	Plan

	  	Type

	  	Granted

	  	Price

	  	Exercised

	  	Vested

	  	Cancelled

	  	Unvested

	  	Outstanding

	  	Exercisable


	 00000287
	  	7/1/91	  	1990	  	NQ	  	72,000	  	$	0.166667	  	72,000	  	72,000	  	0	  	0	  	0	  	0
	 00000378
	  	7/22/94	  	1993	  	NQ	  	7,500	  	$	6.913333	  	3,750	  	7,500	  	0	  	0	  	3,750	  	3,750
	 00000390
	  	5/22/95	  	1993	  	NQ	  	7,500	  	$	12.750000	  	1,875	  	7,500	  	0	  	0	  	5,625	  	5,625
	 00000426
	  	5/24/96	  	1993	  	NQ	  	7,500	  	$	24.375000	  	0	  	7,500	  	0	  	0	  	7,500	  	7,500
	 00000492
	  	5/30/97	  	1993	  	NQ	  	7,500	  	$	25.166667	  	0	  	7,500	  	0	  	0	  	7,500	  	7,500
	 00000669
	  	5/5/98	  	1993	  	NQ	  	7,500	  	$	30.583333	  	0	  	7,500	  	0	  	0	  	7,500	  	7,500
	 00000940
	  	5/3/99	  	1993	  	NQ	  	15,000	  	$	36.666667	  	0	  	15,000	  	0	  	0	  	15,000	  	15,000
	 00000965
	  	5/11/99	  	1993	  	NQ	  	7,500	  	$	43.166667	  	0	  	0	  	7,500	  	0	  	0	  	0
	 00000979
	  	5/14/99	  	1993	  	NQ	  	22,500	  	$	43.166667	  	0	  	0	  	22,500	  	0	  	0	  	0
	 00001297
	  	1/3/00	  	1993	  	NQ	  	30,000	  	$	103.000000	  	0	  	0	  	30,000	  	0	  	0	  	0
	 00001988
	  	1/2/01	  	1993	  	NQ	  	20,000	  	$	12.750000	  	0	  	14,166	  	0	  	5,834	  	20,000	  	14,166
	 00002066
	  	7/26/01	  	1993	  	NQ	  	10,000	  	$	15.850000	  	0	  	5,625	  	0	  	4,375	  	10,000	  	5,625
	 002127
	  	1/2/02	  	1993	  	NQ	  	10,000	  	$	13.600000	  	0	  	4,583	  	0	  	5,417	  	10,000	  	4,583
	 	  	 	  	 	  	 	  	
	  	 	 	  	
	  	
	  	
	  	
	  	
	  	

	 	  	 	  	 	  	 	  	224,500	  	 	 	  	77,625	  	148,874	  	60,000	  	15,626	  	86,875	  	71,249

  

	 Information Currently on File

	  	 	  	 	  	 	  	 
	 Tax

	  	Rate
%

	  	Option SDS Broker

	  	Registration

	  	Alternate Address











	 QRS Corporation
	  	 PERSONNEL SUMMARY

	 	  	 AS OF 8/31/04

		
	 	  	 ID is equal to


  

	 Name

	  	ID

	  	Option
Number

	  	Option
Date

	  	Plan/
Type

	  	Shares

	  	Price

	  	Exercised

	  	Vested

	  	Cancelled

	  	Unvested

	  	Outstanding

	  	Exercisable


	 Staglin, Garen
	  	 	  	00000287	  	7/1/91	  	1990/NQ	  	72,000	  	$	0.166667	  	72,000	  	72,000	  	0	  	0	  	0	  	0
	 	  	 	  	00000378	  	7/22/94	  	1993/NQ	  	7,500	  	$	6.913333	  	3,750	  	3,750	  	3,750	  	0	  	0	  	0
	 	  	 	  	00000390	  	5/22/95	  	1993/NQ	  	7,500	  	$	12.750000	  	1,875	  	7,500	  	0	  	0	  	5,625	  	5,625
	 	  	 	  	00000426	  	5/24/96	  	1993/NQ	  	7,500	  	$	24.375000	  	0	  	7,500	  	0	  	0	  	7,500	  	7,500
	 	  	 	  	00000492	  	5/30/97	  	1993/NQ	  	7,500	  	$	25.166667	  	0	  	7,500	  	0	  	0	  	7,500	  	7,500
	 	  	 	  	00000669	  	5/5/98	  	1993/NQ	  	7,500	  	$	30.583333	  	0	  	7,500	  	0	  	0	  	7,500	  	7,500
	 	  	 	  	00000940	  	5/3/99	  	1993/NQ	  	15,000	  	$	36.666667	  	0	  	15,000	  	0	  	0	  	15,000	  	15,000
	 	  	 	  	00000965	  	5/11/99	  	1993/NQ	  	7,500	  	$	43.166667	  	0	  	0	  	7,500	  	0	  	0	  	0
	 	  	 	  	00000979	  	5/14/99	  	1993/NQ	  	22,500	  	$	43.166667	  	0	  	0	  	22,500	  	0	  	0	  	0
	 	  	 	  	00001297	  	1/3/00	  	1993/NQ	  	30,000	  	$	103.000000	  	0	  	0	  	30,000	  	0	  	0	  	0
	 	  	 	  	00001988	  	1/2/01	  	1993/NQ	  	20,000	  	$	12.750000	  	0	  	20,000	  	0	  	0	  	20,000	  	20,000
	 	  	 	  	00002066	  	7/26/01	  	1993/NQ	  	10,000	  	$	15.850000	  	0	  	8,958	  	0	  	1,042	  	10,000	  	8,958
	 	  	 	  	002127	  	1/2/02	  	1993/NQ	  	10,000	  	$	13.600000	  	0	  	7,708	  	0	  	2,292	  	10,000	  	7,708
	 	  	 	  	 	  	 	  	 	  	
	  	 	 	  	
	  	
	  	
	  	
	  	
	  	

	 Account Staglin, Garen
	  	 	  	 	  	 	  	 	  	224,500	  	 	 	  	77,625	  	157,416	  	63,750	  	3,334	  	83,125	  	79,791
	 	  	 	  	 	  	 	  	 	  	
	  	 	 	  	
	  	
	  	
	  	
	  	
	  	

	 	  	 	  	 	  	TOTALS	  	 	  	224,500	  	 	 	  	77,625	  	157,416	  	63,750	  	3,334	  	83,125	  	79,791