Exhibit 10.1


 


	
  

  	
   

  	
   

  	
  Corporate Headquarters

  500 West Madison, Suite 2200

  Chicago, Illinois 60661 USA

  www.ssaglobal.com

  	
  T +1-312-258-6000

  F +1-312-474-7500

  



 


GENERAL
RELEASE AND ADDITIONAL TERMS


 


This
General Release and Additional Terms (“General Release”) is made as of this 4th
day of November, 2005, by and between SSA Global Technologies, Inc. (“Company”)
and John Walles (“You”).


 


In consideration of the
severance benefits and other provisions described in the attached Memorandum of
Understanding dated as of the same date as this General Release (“Memorandum”),
You agree to the terms of this General Release.


 


You understand and agree
that this General Release will extend to all claims, demands, liabilities and
causes of action of every kind, nature and description whatsoever, whether
known, unknown or suspected to exist, which You ever had or may now have
against the Company, its predecessors successors or assigns, and their
respective officers, directors, agents and employees, including, but not
limited to, claims based upon wrongful or tortious termination, public policy
or related matters, implied or express employment contracts and/or estoppel;
allegations of discrimination and/or retaliation under Title VII of the Civil
Rights Act of 1964, The Civil Rights Act of 1866, The Rehabilitation Act of
1973, The Civil Rights Acts of 1991, The Illinois Human Rights Act, The Family
Medical Leave Act, The Age Discrimination In Employment Act, The Older Workers
Benefit Protection Act, The Employee Retirement Income Security Act and any
other federal, state, or local statute or regulation regarding discrimination
in employment or termination of employment; any claims or allegations brought
under The Fair Labor Standards Act, The Illinois Wage Payment and Collection
Act, The Illinois Unemployment Insurance Act, and any other federal or state
statute or regulation for non-payment of wages, bonuses, commissions or other
compensation; and for libel, slander, breach of contract, breach of implied
covenant of good faith and fair dealing, assault, battery, intentional
infliction of emotional distress, tort or any other theory under the common law
of any state.  This General Release,
however, shall not preclude claims against Company for violation of the
obligations or duties which arise out of this General Release or which
otherwise arise among the parties after the date hereof.


 


The
Company, on behalf of itself and its successors and assigns, releases You from
any and all claims it may have against You as of the date of this General
Release, whether known or unknown, anticipated or unanticipated; provided,
however, this Paragraph does not apply to or adversely affect any claims the
Company  may have against You which
allege or involve the following: (i) gross negligence or willful
misconduct by you in your duties towards the Company, its subsidiaries, and
affiliates; (ii) a willful misconduct by You in your duties towards the
Company, its subsidiaries and affiliates, in connection with a matter is which
You have a material conflict of interest; (iii) a violation of criminal
law, unless You have reasonable cause to believe that your conduct was lawful
or no reasonable cause to believe that your conduct was unlawful; or (iv) obligations
owed by You to the Company pursuant to this General Release.  Nothing in this Paragraph shall be construed
by You of any liability to the Company or of any wrongdoing under federal,
state or local law.


 





















 


The
Company shall indemnify, defend and hold and save You harmless from any and all
actions and causes of actions, claims, demands, liabilities, losses, damages
and expenses, of whatsoever kind and nature, including judgments, interest, and
attorney’s fees and all other reasonable costs, expenses, and charges which you
shall or may at any time, of from time to time, subsequent to the date of this
General Release, sustain or incur, or become subject to by reason of any claim
or claims against You for actions taken during your employment with the Company
within the scope of your employment, except for any actions that are the result
of any gross negligence or willful misconduct by You in your duties towards the
Company, is subsidiaries and affiliates. 
You shall promptly notify Company and its General Counsel of adverse
claims or threatened or actual lawsuits, You shall provide reasonable
cooperation to the Company, its attorneys and agents to the extent possible.


 


The
Company agrees that it will remove You as an officer, director and/or agent
from any and all Company related entities, including any required filings with
applicable authorities.  If required from
time to time, You shall provide reasonable cooperation to the Company, its
attorneys and agents to the extent possible.


 


By executing this General
Release, You agree that all Company property in your possession or control has
been or will be turned in to the Company prior to receiving any severance
benefits under the Memorandum.  Such
property shall include, without limitation, all office equipment, keys, computer
software or hardware, documents, internal memoranda and records of any nature,
together with all copies thereof, which relate in any way to the Company’s
business or operation.


 


You further acknowledge
that, in the course of your employment with the Company, You have come to know
or have access to certain information which is proprietary to the Company,
including, but not limited to, confidential personnel information, tenant
information, financial information and projects, computer software and
databases, information concerning pending or potential transactions, marketing
techniques and strategies, and other confidential information of the Company or
unrelated parties with whom the Company conducts business (collectively “Confidential
Information”).  As consideration for the
severance benefits set forth in the Memorandum, You agree to abide by any
confidentiality undertaking which You may have entered into with the Company
(including, without limitation, any non-solicitation and/or non-compete
provision that may be made a part of any such undertaking), not to disclose any
Confidential Information to anyone, and not to use Confidential Information for
any personal or business purpose.


 


It is further understood
and agreed that the remedy at law for breach of the Memorandum and/or this
General Release shall be inadequate, and the Company shall be entitled to
injunctive relief.


 


It is also understood and
agreed that no promises or representations have been made by the Company
respecting the subject matter hereof other than those expressly set forth herein
and in the Memorandum.  The Memorandum
and this General Release constitute the entire agreement between the parties,
and supersede all prior agreements, promises, representations and
understandings, written or oral, between the parties respecting the subject
matter hereof.  The parties agree that in
the event that any provision herein or the memorandum is determined by a court
of competent jurisdiction to be illegal or invalid, such provisions will be
severed to the extent necessary to render the remaining provisions of the
Memorandum and this General Release enforceable.  Further, any modifications or amendments may
be made only based on a written agreement between the parties.


 





















 


It is
further understood that You agree to maintain the confidentiality of the terms
of the Memorandum and this General Release, including nondisclosure of the
Memorandum and this General Release or the terms therein, to any former,
current, or future employees of the Company, it being understood that this
provision shall not preclude You from discussing the contents of the Memorandum
and/or this General Release with any spouse, attorney or any tax advisor,
except that they are to be advised of the confidentiality requirements herein.


 


You
are entitled to consider this offer for at least twenty-one (21) days prior to
executing it and that in the event that You have executed the Memorandum and
this General Release within fewer than the twenty-one (21) days of the date of
its delivery to You, You acknowledge that your decision to do so was entirely
voluntary and that You had the opportunity to consider the Memorandum and this
General Release for the entire twenty-one (21) day period.  We also want to advise You of your right to
consult with legal counsel prior to executing a copy of this General Release.


 


You
are allowed to revoke this General Release within seven (7) days of the
date of your execution of it.


 


This
General Release shall not be effective until the seven-day revocation period
has expired.


 


You
may revoke this General Release within the seven-day revocation period by
giving written notice to:


 


SSA
Global Technologies, Inc.


Attention:
Office of General Counsel


500
West Madison Avenue, Suite 2200


Chicago,
Illinois 60661


 


Finally, this is to
expressly acknowledge:


 


•                  You
have received the memorandum and this General Release.


 


•                  You
have been given a minimum of twenty-one (21) days in which to review the
Memorandum and this General Release, and the Memorandum and this General
Release will be binding and enforceable unless revoked within seven (7) days
after signing these documents.


 


•                  You
affirm that no other promises or agreements of any kind have been made to or
with You by any person or entity whatsoever to cause You to sign the Memorandum
and this General Release, and that You fully understand the meaning and intent
of the Memorandum and this General Release.


 


•                  You
state and represent that You have been advised in writing of your right to
consult with an attorney prior to agreeing to execute the Memorandum and this
General Release.  You further state and
represent that You have carefully read the memorandum and this General Release,
understand the contents herein, and freely and voluntarily assent to all of the
terms and conditions and sign your name of your own free act.


 


•                  You
understand You have valid and binding obligations to the Company under the
Patent and Confidential Information Agreement or any similar agreement that You
previously executed with the Company.


 


1





















 


•                  You
understand and agree that the compensation and benefits described in the
Memorandum may offer You consideration greater than that to which You would
otherwise be entitled.


 


•                  You
understand that You are waiving all known and unknown claims that You may have
to date.


 


•                  You
understand that You are not waiving any claims or rights that may arise after
the date You execute this General Release.


 


THE COMPANY’S OFFER UNDER THIS GENERAL RELEASE EXPIRES ON THE 22nd DAY
AFTER YOUR RECEIPT OF THIS GENERAL RELEASE. 
IF THE COMPANY DOES NOT RECEIVE YOUR COUNTER-SIGNED SIGNATURE ON THE
MEMORANDUM AND GENERAL RELEASE ON OR BEFORE THE 22nd DAY AFTER YOUR RECEIPT OF
THIS RELEASE, THIS OFFER IS NULL AND VOID. 
NOTHING IN THIS PARAGRAPH AFFECTS YOUR REVOCATION RIGHTS DESCRIBED
ABOVE.


 


THIS DOCUMENT INCLUDES A RELEASE BY YOU OF CERTAIN RIGHTS.  YOU SHOULD CONSULT YOUR ATTORNEY PRIOR TO
SIGNING THIS RELEASE.


 


 


ACCEPTED
AND AGREED:


 


 


	
   John Walles

  	
   

  
	
  Name

  	
   

  
	
   

  	
   

  
	
  /s/ John Walles

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  11/4/05

  	
   

  
	
  Date

  	
   

  



 


2





















 


	
  

  	
   

  	
   

  	
  Corporate Headquarters

  500 West Madison, Suite 2200

  Chicago, Illinois 60661 USA

  www.ssaglobal.com

  	
  T +1-312-258-6000

  F +1-312-474-7500

  



 


Memorandum of Understanding


 


To:          John Walles


From:      SSA Global Technologies, Inc.


cc:           Mike Greenough, Kirk Isaacson


Date:       November 4, 2005


Re:          Termination
of Employment


 


Pursuant to discussions
between your person and Mike Greenough, it is agreed that your termination of
employment at SSA Global Technologies, Inc. will include the following:


 


1.  Termination Date:  Your termination date of employment will be
the close of business, October 31, 2005 (“Termination Date”).


 


2.  Compensation:  Your current compensation will be paid
through your Termination Date.  For the
avoidance of doubt, You will also be paid, in the ordinary course of SSA Global’s
business, for any bonus amount earned but not yet paid with respect to SSA
Global’s first quarter ending on October, 31, 2005.  In addition, You will also receive “pay in
lieu of any unused vacation days,” to be calculated in accordance with SSA
Global’s policies and procedures.


 


In addition to the
foregoing, within thirty (30) days from your Termination Date, the Company will
remit to You the sum of $6,000; such amount intended to assist You in obtaining
independent medical coverage after your Termination Date.


 


3.  Severance:  Provided that You enter into an offer letter,
agreement, subcontractor agreement or other document or arrangement with an
affiliate of SSA Global (“Company”) within thirty (30) days from your
Termination Date, we have agreed that You will not be entitled to any severance
as described in Section 1 of the Agreement Governing Severance Obligations
and Termination of Employment, as previously entered into between You and SSA
Global, dated December 1, 2004 (“Agreement”).  If you are unable to reach such an agreement
with Company within thirty (30) days from your Termination Date, You will
advise SSA Global in writing and either:


 


(i)  The initial
thirty (30) day period shall be automatically extended for successive thirty
(30) day periods for so long as You remain in negotiations with Company; or


 


(ii) You will advise
SSA Global in writing that You have elected not to enter into or further pursue
an offer letter, agreement, subcontractor agreement or other document or
arrangement with Company, in which event your severance entitlement, as
described in Section 1 of the referenced Agreement, will remain intact and
the related amounts will be determined and paid to You pursuant to the terms
and conditions of the Agreement, retroactive to your Termination Date.


 





















 


4.  Treatment of Stock Options/ Lock-Up/Insider
Trading:  You agree,
that the vesting and exercise of any stock options awarded to You together with
the related rights and the terms and conditions governing the exercise of such
rights (including any subsequent trading in SSA Global stock) shall be (a) determined
in accordance with SSA Global’s 2003 Equity Incentive Plan and your 2003 Equity
Incentive Plan Stock Option Agreement, dated July 31, 2003, and (b) subject
to the terms, conditions and related limitations set forth in (i) your
Lock-Up Agreement, dated February 10, 2004; and (ii) SSA Global’s
Insider Trading Policy.  For the
avoidance of doubt, it is agreed that:


 


(a)              Your termination of
employment at SSA Global is “without cause”, thereby entitling You with such
vesting and exercise rights as set forth in Paragraph 4(b) of your 2003
Equity Incentive Plan Stock Option Agreement. 
However, You agree that such rights are subject to the terms of your
referenced Lock-Up Agreement.


 


(b)             The 6-month Lock-Up
period as set forth in your Lock-Up Agreement expires on November 22, 2005
and it is agreed that the referenced Lock-Up Agreement will not thereafter be
extended as it applies to You.


 


(c)              Pursuant to SSA
Global’s Insider Trading Policy, in part You are precluded, now and in the
future, from trading in any shares of SSA Global stock if such trade is based
on inside information gained by you as a result of your employment at SSA
Global and which is not generally publicly available at the time of such trade.


 


5.  Other:  SSA Global acknowledges that notwithstanding
your actual Termination Date of employment (October 31, 2005), beginning
on Monday, October 10, 2005 and continuing through your Termination Date (a) You
have not participated in any of pre-scheduled weekly meetings of the company’s
executive committee; and (b) your primary responsibilities have been
limited to the winding down and/or transition of your then current job-related
activities.


 


Finally, by signing where
indicated below, You agree that this Memorandum together with the terms set
forth in the related General Release and General Terms Agreement contain the
entire understanding between the parties relating to your termination of
employment.


 


	
  Regards,

  
	
   

  
	
  /s/ Kirk Isaacson

  	
   

  
	
  Kirk Isaacson

  
	
  EVP & General
  Counsel

  



 


 


	
   

  	
  Agreed to By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ John Walles

  	
  11/04/05

  	
   

  
	
   

  	
  John Walles

  	
  Date