Exhibit
10.1


 


SSA GLOBAL TECHNOLOGIES, INC.


2003 EQUITY INCENTIVE PLAN


 


AMENDMENT TO STOCK OPTION AGREEMENT


 


This Amendment To Stock Option Agreement is made and
entered into as December 31, 2005, by and between SSA Global Technologies,
Inc., a Delaware corporation (“Company”), and the undersigned current employee
of Company (“Optionee”).


 


R E C I T A L S


 


A.            On
July 31, 2003, Optionee was granted an option to purchase the number of shares
of common stock of the Company specified on Exhibit A hereto pursuant to
the SSA Global Technologies, Inc. 2003 Equity Incentive Plan (“Plan”), as
evidenced by that certain SSA Global Technologies, Inc. 2003 Equity Incentive
Plan Stock Option Agreement by and between Company and Optionee and having a
specified Grant Date of July 31, 2003 (“Option Agreement”).


 


B.            The
Option Price under such grant was $29.92 per share, which was less than the
fair market value of a share of the Company’s common stock on the Grant Date as
reflected on a contemporaneous third party independent valuation of the
Company.


 


C.            Pursuant
to the terms of the Option Agreement, as a result of a recapitalization of the
Company pursuant to which each share of common stock was split, and by action
of the Board of Directors, the number of shares subject to the option increased
as reflected on Exhibit A hereto and the Initial Option Price was
proportionately restated to be $2.06 per share.


 


D.            Optionee
has requested that the terms of the Option Agreement be modified such that the
options granted under the Option Agreement will not be subject to section 409A
of the Internal Revenue Code of 1986, as amended (“Code’).


 


E.             Internal
Revenue Service Notice 2005-1, Q&A 18(d) and the Preamble to the proposed
regulations issued under section 409A on September 29, 2005 (“Preamble”)
provide that options granted with an exercise price which is less than the fair
market value of a share of stock on the grant date will not be subject to
section 409A if, prior to December 31, 2006, the exercise price is modified to
substitute an exercise price which is at least equal to the fair market value
of a share of common stock on the grant date.


 


F.             Internal
Revenue Service Notice 2005-1, Q&A 19(c), allows participants in deferred
compensation plans adopted before December 31, 2005 to allow participants to
make new payment elections with respect to amounts deferred under such plans
and the Preamble makes clear that the initial deferral rules of section 409A
are satisfied where the time and form of payment is non-elective and is otherwise
set forth in the agreement which creates the legally binding right to payment.


 


G.            Consistent
with Internal Revenue Service Notice 2005-1 and the Preamble, in order to
partially compensate Optionee for the loss of economic value resulting from the
modification of the Option Price, Company has agreed to make a grant of
restricted stock to Optionee and to make certain future payments to Optionee.


 


NOW, THEREFORE, intending to be legally bound,
Company and Optionee hereby agree as follows:


 


1.             Restatement
of Option Price.  Effective December
31, 2005, the Option Price under the Option Agreement shall be increased from
$2.06 per share to $6.34 per share, being the fair market value of a share


 





















 


of the Company’s common
stock on July 31, 2003 as determined by a contemporaneous third party
independent appraisal.


 


2.             Grant
of Restricted Shares.  On or before
January 31, 2006, Company shall grant and award to Optionee the number of
shares of Common Stock set forth on Exhibit A hereto.  Such Award shall be made under the terms of
the Plan and a separate Award Agreement which shall provide that Optionee’s
right with respect to such shares of Common Stock shall vest and become
non-forfeitable on June 30, 2008 or earlier if Optionee’s employment with
Company terminates due to Optionee’s death, Disability or by Company without
Cause or by Optionee for Good Reason.  In
the event that Optionee’s employment with Company is terminated by Company for
Cause or by Optionee other than for Good Reason, Optionee’s rights with respect
to such Common Stock shall terminate and be forfeited.


 


3.             Right
to Future Payments.  Company hereby
grants to Optionee the right to receive during 2006 the cash payments specified
on Exhibit A.  Such payments shall
be made within thirty (30) days of the end of each 2006 calendar quarter.


 


4.             Definitions.  Initially capitalized terms used in this
Agreement and not defined herein shall have the meaning given to such terms
under the Plan or Option Agreement.


 


5.             Continuing
Agreement.  Except as expressly provided
in paragraph 1 above, the Option Agreement shall continue in full force and
effect and shall not be affected by this Amendment.


 


 


	
  SSA
  Global Technologies, Inc.

  	
   

  	
  Optionee

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:
  December       , 2005

  	
   

  	
  Printed
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:
  December         , 2005

  
							



 





















 


EXHIBIT A


TO


AMENDMENT TO STOCK OPTION AGREEMENT


 


Optionee:                                                                                        


 


Grant
Date:  July 31, 2003


 


Original
Number of Option Shares:                                               


 


Original
Option Price:  $29.92


 


Post
Split Number of Option Shares:                                             


 


Post
Split Option Price:  $2.06


 


Post
Amendment Option Price:  $6.34


 


Restricted
Share Award:                                                                    


 


2006
Quarterly Cash Payment: