Filed by Bowne Pure Compliance





Exhibit 10.72




QAD INC.

100 Innovation Place

Santa Barbara, CA 93108

USA

Tel: +1.805.566.6000

Fax: +1 805.566.4202

http://www.qad.com



Human Resources

CA Fax + 805 566 6091




October 10, 2008




Daniel Lender

40 Alston Place

Santa Barbara, CA 93108




Dear Daniel:



We are pleased to offer you the position of Chief Financial Officer (CFO) for QAD. This full time
exempt position will report to Karl Lopker, Chief Executive Officer (CEO). You will be working out
of our corporate QAD office located in Santa Barbara, CA. Your primary job responsibilities will
be discussed with you in more detail after you have commenced employment. We anticipate your date
of hire to be on or before November 15, 2008.



Compensation:




Your gross base salary per pay period (24 periods per year) will be $14,583.33 (equates to $350,000
annually). You will also be eligible to participate in the QAD Bonus Plan at $200,000 potential
which is based on achievement of specific objectives. Complete details of the plan will be
discussed and provided to you following your hire. Your on-target earning goal, base plus bonus,
will be $550,000.00 per annum.



Sign-on Bonus: 




You will also receive a $50,000 sign-on bonus contingent on your being able to commence employment
on or before November 15, 2008. The bonus will be paid out on the first paycheck following your
hire date (or within 30 days of your hire date) and will be subject to all laws of taxation and
income reporting. You agree to repay this amount in full, in the event you resign from QAD during
the first 12 months of employment.



Stock-settled stock appreciation rights (“SARs”) and Restricted Stock Units (RSUs):




A 100,000-share initial-hire grant of stock-settled stock appreciation rights (“SARs”) has been
submitted for approval to the Board of Directors. The share price for the SARs will be based on
the fair market value of QAD stock on the later of your start date or the date of approval by the
Board of Directors. Your SARs will vest over a four-year period, one-fourth of the grant (25%) on
each of the first four anniversaries of the grant date.



Also, a 210,000-share initial-hire grant of restricted stock units (RSUs) has been submitted for
approval to the Board of Directors. Your RSUs will vest over a four-year period, one-fourth of the
grant (25%) on each of the first four anniversaries of the grant date.


 


 









 





Daniel Lender

October 10, 2008

Page 2 of 3




In addition, at the next annual grant period, 40,000-share grant of restricted stock units (RSUs)
will be submitted for approval to a representative of the Board of Directors.



Benefits:




As a full-time employee, you are eligible to participate in the following current benefits:
health, dental, life, short term and long term disability insurance, flexible spending accounts,
and a 401(K) plan. All insurance benefits and the flexible spending account eligibility begin on
your date of hire. Voluntary life insurance is available on the first day of the month following
your date of hire.



In addition to the benefits noted above, you will be eligible to participate in other company
benefits currently being offered. As a rehire, your PTO accrual rate will be reinstated at rate
consistent with no break in service. Your new-hire package will contain detailed information
pertaining to the benefits and programs listed above.



Termination:




Should you be terminate for reasons other than for cause, you will be offered a Separation and
Release of All Claims agreement with payment terms equal to 12 months base salary.



Change in Control:




QAD will offer you a Change in Control Agreement consistent with Board approval for the position of
CFO.



Other:




Pursuant to Federal law, you will need to provide evidence of your eligibility to work in the
United States within three days from your initial hire date. Examples of acceptable documentation
commonly used include a Passport or Driver’s License AND a Social Security card (see “List of
Acceptable Documents” attached to the I-9 document.) For Payroll purposes, we require a copy of
your social security card. If you do not have your social security card available, please provide
verification from your local Social Security office that a replacement card has been requested.
Please be prepared to provide this documentation at your new hire orientation.



Except as expressly noted in this letter, your employment with QAD will be subject to all of the
Company’s usual policies and practices. Consistent with these policies and practices, employment
with QAD, Inc. is ‘at-will’ and you or the Company may terminate employment at any time for any
reason.



You represent and warrant that you are free to accept this offer of employment and that you doing
so does not breach any contract or agreement which you have with any other entity and is not in
violation of any legal duty you have to any other entity.



Please sign this letter in the space provided as an indication of your acceptance of this offer and
return it to Murray Ray, 100 Innovation Place, Santa Barbara, CA 93108.


 


 









 





Daniel Lender

October 10, 2008

Page 3 of 3




Daniel, we look forward to your re-joining the QAD team. We believe you will enjoy the challenges
and opportunities that lie ahead in our dynamic business and that you have the skills and talent
necessary to be a strong contributor to our mutual growth.



Sincerely,




	 	 	 	 
	 	 	 
	/s/ Murray Ray	 	/s/ Karl Lopker	 
	Murray Ray
Chief People Officer
QAD Inc.	 	Karl Lopker
CEO
QAD Inc.	 
	 




	 	 	 	 	 	 
	I, 	/s/ Daniel Lender 	accept the position as offered above on: 	10 October, 2008. 	I will commence employment on: 	20 October, 2008. 
	 	Signature 	 	Acceptance Date 	 	Hire Date 




If you
accept this offer of employment, please let us know exactly how you want your name listed on
QAD internal phone and e-mail lists.
Please state one primary name and one last name.



	 	 
	DANIEL LENDER	 
	Please Print