exv10w16







Exhibit 10.16











September 9,
2008




Mr. Kevin Roach

N95 W7775 Cranes Crossing

Cedarburg, WI 53012




     Re: Employment Agreement



Dear Kevin:



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,
Wholesale Distribution Group. Your employment will be contingent upon the satisfaction of the
conditions set out in the third to last paragraph of this agreement. The terms and conditions of
this offer and your employment are as follows:



Position/Location: Executive Vice President and General Manager, Wholesale Distribution
Group, reporting directly to Pervez Qureshi. The start date for your employment with Activant will
be September 29, 2008. You will work out of the Company’s Yardley, Pennsylvania office, and you
will be expected to work at that facility at least
41/2 days a week (other than when traveling on
business) until your relocation to Yardley is complete, which must be no later than 6 months after
your start date. From that time on, you will be expected to work at the Yardley facility on a full
time basis.



Salary: Your bi-weekly base salary will be $15,384.61 ($400,000 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.



Signing Bonus: You will be eligible for a signing bonus of $281,000, less any amounts
paid to you by your current employer under your current RSU and bonus plans. Activant will pay this
signing bonus in two equal installments. The first installment will be paid within 30 days after
your start of employment and the second installment will be paid within 90 days after your start of
employment. There are no payback requirements regarding the signing bonus.



Executive Education: In the event that you successfully complete 24 months’ employment
with the Company, the Company will pay up to $60,000 for you to attend an executive education
program at Harvard University.



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 Bonus Plan will be $200,000. A payout of 60% of your target
incentive bonus is guaranteed during your first year of participation in the Bonus Plan (provided
you remain employed by the Company during that period), with the understanding that this guaranteed
bonus will be paid on a quarterly basis during your first year of employment.

















 









 





	 	 	 
	Kevin Roach

	 	September 9, 2008
	Page 2
	 	 






Stock Options: Effective for vesting purposes, as of your date of hire, you will be
granted 450,000 stock options under Activant’s 2006 Stock Incentive Plan (the “Option Plan”),
subject to the approval of the Company’s Board of Directors. The exercise price for these options
will be the fair market value at the grant date, and your options will vest over a period of five
years (so long as you remain employed by the Company), with the initial vesting occurring on your
first anniversary date. Your option grants will be conditioned upon your execution of the Company’s
form of stock option agreement and other required documentation, which agreements/documentation and
the Option Plan will set forth the terms and conditions of your options.



Relocation: Activant will pay your reasonable, documented, out-of-pocket expenses for the
closing costs actually incurred in selling your home in Cedarsburg, WI and the purchase of a home
in Yardley, PA, as well as your reasonable, documented, out-of-pocket expenses for the shipment of
your household goods to Yardley, PA. As part of your relocation, Activant will reimburse you for
the costs of up to two house hunting trips, with the understanding that all such costs must be
reasonable, documented, and approved in advance. Activant will also pay for temporary housing for
you near the Company location in Yardley, PA for up to six months from your start date. If your
home in Cedarsburg does not sell within six months after your start date, the Company will discuss
the possible extension of the time period for payment by the Company for your temporary housing in
Yardley. Lastly, Activant will “gross-up” any taxable relocation expenses so that you remain
“tax-neutral” with respect to the payment of those expenses. In no case will the amount of the
relocation expenses paid or reimbursed by Activant pursuant to this paragraph (including any
gross-up payments and excluding any cost for shipment of household goods paid directly by the
Company) exceed $200,000. All relocation costs are subject to my prior approval.



If you resign from your employment with Activant within twenty-four months after you complete
your relocation to Yardley, you agree to reimburse Activant in full for all amounts paid to you or
on your behalf pursuant to the previous paragraph. Such payment will be made by you immediately
upon your resignation.



This relocation benefit is valid for the six month period after your start date, with the
understanding that you will complete your relocation to Yardley by that time. If you do not
complete your relocation by that time, Activant will not be obligated to pay or reimburse your
relocation expenses.



Executive Severance: Activant has a severance plan in place for senior executives, and you
will be eligible to participate in that plan. 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, codes of conduct, or other rules/guidelines will necessitate disciplinary action, which
may include termination of employment.





 









 








	 	 	 
	Kevin Roach

	 	September 9, 2008
	Page 3
	 	 






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 your execution of our
standard agreements regarding Employee Confidentiality, Non-disclosure, Intellectual Property,
Non-solicitation, and Noncompetition. 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. 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 12, 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 in the attached document. The terms and conditions of this agreement may not be
modified or amended except with my written consent.



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 acceptance of this offer.



Sincerely,




Activant Solutions Inc.




/s/ Pervez Qureshi

Pervez Qureshi

President and CEO




I accept employment with Activant Solutions Inc. on the terms and conditions set forth in this
agreement, and will commence work upon passing the conditions set forth above.



	 	 	 	 	 
	/s/ Kevin Roach
 


	 	 	 	September 10, 2008 
	Kevin Roach

	 	 	 	Date
	 
	 	 	 	 
	Attachment
	 	 	 	 








 









 








Attachment



Activant Solutions Inc.

Attachment to Employment Offer

Kevin Roach

Executive Vice President and General Manager

Wholesale Distribution Group




	 	 	 	 	 	 	 
	Compensation Component	 	Offer	 	Comment
	Base Salary

	 		$400,000	 	 	Eligible for next Company merit increase

(targeted for 10/2009)
	 
	 	 	 	 	 	 
	Short-term Incentive (Activant 

Incentive Bonus Plan)

	 	Target
$200,000
	 	Guarantee first year bonus at 60% payout.
Payable quarterly beginning with first full
quarter worked.
	 
	 	 	 	 	 	 
	Long-Term Incentive (2006 Stock 

Incentive Plan)

	 	450,000 stock options
	 	Strike price based on FMV determined by
Board as of 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.
	 
	 	 	 	 	 	 
	Relocation

	 	Up to $200,000
	 	Includes gross-up, closing costs for home
sale and home purchase, moving of goods,
temp living, and two house hunting trips.
Must be reasonable and pre-approved and
subject to pay back agreement if executive
resigns within the first two years after
relocation.
	 
	 	 	 	 	 	 
	Signing Bonus

	 	Up to $281,000
	 	Payable in two equal payments and less
any amounts paid by current employer
under current RSU and bonus programs:
	 

	 	 	 	 	 	First payment in 30 days after start date and
second payment in 90 days after start date.
	 
	 	 	 	 	 	 
	Executive Education

	 	Up to $60,000

(inclusive of program fees)
	 	After 24 months of employment the
Company will sponsor and pay for Harvard
Program
	 
	 	 	 	 	 	 
	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
	 	 






			
	 	 	 
	Confidential
	 	page 1






 









 






Attachment




	 	 	 	 	 
	Compensation Component	 	Offer	 	Comment
	Severance (Executive Severance Plan)

	 	Severance of 9 months for
Qualified Terminations
	 	Includes base + incentive target. Requires
execution of Activant release
documentation.
	 
	 	 	 	 
	Contingencies

	 	Standard agreements Regarding
Employee Confidentiality, Non-
Disclosure, Intellectual Property
and Non-Solicitation, Eligibility
to Work in the U.S. (completion
of Form I-9)	 	 






			
	 	 	 
	Confidential
	 	page 2