exv10w15






Exhibit 10.15











September 3, 2008




Mr. Paul H. Salsgiver

673 Varese Ct.

Pleasanton, CA 94566



Dear Paul:



On behalf of Activant Solutions Inc. (the “Company” or “Activant”), I am pleased to extend
this offer of employment to you for the position of Executive Vice President & General Manager,
Hardlines and Lumber. The salient points of this offer are as follows :



Position: Executive Vice President and General Manager, Hardlines & Lumber Group, reporting
directly to Pervez Qureshi. Your offer of employment will be contingent upon successful completion
of the pre-employment background investigation and completion of the requirements of the second to
last paragraph in this letter. The start date for your employment with Activant will be September
8, 2008. The position is located at the Company’s Livermore, California office.



Salary: Your bi-weekly salary will be $13,461.54 ($350,000 annual rate), which will be
paid to you in accordance with the Company’s regular payroll process and subject to applicable tax
and withholding. You will be eligible for an annual merit review. This is an exempt position.



Incentive Bonus: You will be eligible to participate in the Activant Incentive Bonus
Plan (the “Bonus Plan”), commencing the first full quarter after your start date. Your annual
target incentive bonus under the Plan will be 
$175,000. A payout of 60% of your target incentive
bonus is guaranteed for your first year of participation in the Bonus Plan, with the understanding
that this guaranteed bonus will be paid on a quarterly basis for each full quarter during such year
that you remain employed with the Company.



Stock Options: Effective for vesting purposes, as of your date of hire, you will be
granted 500,000 stock options under Activant’s 2006 Stock Incentive Plan, subject to the approval
of the Company’s Board of Directors and execution of the Company’s form of stock option agreement
and other required documentation.


















 









 






	 	 	 
	Paul H. Salsgiver, Jr.

	 	September 3, 2008
	Page 2
	 	 






Executive Severance: Activant has a severance plan in place for senior executives. We
will provide you a copy of that Executive Severance Plan.



Benefits: As a full-time employee, you will be eligible to participate in the
Company’s comprehensive group medical, dental, vision, disability, deferred compensation and life
insurance programs. Health coverage becomes effective the first day of your employment. Activant
has several additional benefit programs such as a 401(k) plan, Educational Assistance Program and a
Flexible Spending Program. Your vacation accrual will equal 20 days (160 hours) per year. Activant
reserves the right to modify or terminate any of its employee benefit plans at any time as allowed
by law.



Employment At Will: In consideration of employment, you agree to conform to the
policies of the Company. You acknowledge that employment at Activant is “at-will”, and therefore is
not for a specific term and can be terminated for any reason, with or without cause, at any time
with or without notice at the option of Activant or the employee. Failure to comply with Company
policies will necessitate disciplinary action, which may include termination of employment.



Activant has begun a very exciting time in its corporate life. We believe we can provide you
with a challenging and rewarding career and look forward to your joining the Activant staff and
both participating in and contributing to the success of the Company. We hope to have you as part
of the Activant Team, and we await your confirmation to our offer.



To accept this offer of employment, please sign, date, and return your signed copy of this
agreement to Skip Paterson. This offer is contingent upon your completion and return of an Activant
Job Application, and your execution of our standard agreements regarding Employee Confidentiality,
Non-disclosure, Intellectual Property and Non-solicitation. These forms will be sent to you
separately following your acceptance of this offer. In addition, please be advised that you must
provide satisfactory proof of your identity and eligibility to work in the United States, and
complete the required I-9 Form, within the first three (3) days of your employment with Activant or
your employment may be terminated. Please note also that this offer of employment is contingent
upon the successful completion of a background screen and reference checks. As a condition of your
employment, you agree that at all times during your employment you shall comply with all Activant
policies and workplace rules, including any codes of conduct and any policies against unlawful
harassment and discrimination.



This offer supersedes all prior negotiations, representations, and agreements concerning your
employment with Activant, which are no longer valid or effective. This offer is valid until
September 5, 2009. If you accept this offer, the terms and conditions set out in this agreement
shall be the terms of your employment. For your convenience, a summary of this offer of employment
may be found of the attached document.



Sincerely,


/s/ Pervez Qureshi

Pervez Qureshi

President and CEO






 









 








	 	 	 
	Paul H. Salsgiver, Jr.

	 	September 3, 2008
	Page 3
	 	 






I accept your contingent offer of employment, and will commence work upon passing the background
investigation and reference checking and other conditions. I agree to the terms as outlined in this
letter.



	 	 	 	 	 
	/s/ Paul H Salsgiver, Jr.
 

Paul H Salsgiver, Jr.

	 	 	 	9/3/08
Date

	 
	 	 	 	 
	Attachment
	 	 	 	 







 









 








Attachment




Activant Solutions Inc.

Attachment to Employment Offer

Paul H. Salsgiver, Jr.

Executive Vice President and General Manager

Hardlines and Lumber Group




	 	 	 	 	 	 	 
	Compensation Component	 	Offer	 	Comment
	Base Salary

	 		$ 350,000	 	 	Eligible for next Company merit increase (targeted for 10/2009)
	 
	 	 	 	 	 	 
	Short-term Incentive (Activant Incentive Bonus Plan)

	 	Target of bonus
$175,000
	 	Guarantee first year bonus at 60% payout.
Payable quarterly beginning with first full
quarter worked.
	 
	 	 	 	 	 	 
	Long-Term Incentive (2006 Stock
Incentive Plan)

	 	500,000 stock options
	 	Strike price based on FMV determined by
the Board as of the Board approval date.
Vest 1/5 vest after one year, and then the
remaining option shares vest on a quarterly
basis over the remaining four years. Option
shares expire after ten years.
	 
	 	 	 	 	 	 
	Executive Physical & Vacation

	 	4 Weeks Vacation and company
paid Executive Physical
	 	Eligibility at start date.
	 
	 	 	 	 	 	 
	Benefit Programs

	 	Medical , Dental, Vision, Life,
Disability, Deferred
Compensation and 401(k) Plans
	 	 
	 
	 	 	 	 	 	 
	Severance (Executive Severance Plan)

	 	Severance of 9 months for
Qualified Terminations
	 	Includes base + incentive target
	 
	 	 	 	 	 	 
	Contingencies

	 	Successful completion of a
Background Screen, Job
Application, standard
agreements regarding employee
confidentiality, non-disclosure,
intellectual property and non-
solicitation, Eligibility to Work
in the U.S. (completion of Form
I-9)
	 	 
	 
	 	 	 	 	 	 
	 

	 	Acceptable start date