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Exhibit 10.1
 Activant Solutions Inc.
Deferred Compensation Plan
 Amended and Restated
Effective: January 1, 2007




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Deferred Compensation Plan
 Activant Solutions Inc.
Deferred Compensation Plan
 WITNESSETH :
 WHEREAS
 WHEREAS
 NOW THEREFORE Activant Solutions Inc. Deferred Compensation
Plan
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Table of Contents
 PageArticle I
    
    Definitions and Construction1.1
    
    Definitions
    
    1(1)
    
    Account(s)
    
    1(2)
    
    Base Salary
    
    1(3)
    
    Board
    
    1(4)
    
    Bonus
    
    1(5)
    
    Cause
    
    1(6)
    
    Change of Control
    
    1(7)
    
    Code
    
    3(8)
    
    Committee
    
    3(9)
    
    Company
    
    3(10)
    
    Company Credits
    
    3(11)
    
    Company Credits Account
    
    3(12)
    
    Compensation
    
    3(13)
    
    Compensation Deferral Account
    
    3(14)
    
    Compensation Deferrals
    
    3(15)
    
    Deferred Payment Date
    
    3(16)
    
    Election Date
    
    3(17)
    
    Eligible Employee
    
    3(18)
    
    Employer
    
    3(19)
    
    ERISA
    
    3(20)
    
    Participant
    
    3(21)
    
    Participating Company
    
    3(22)
    
    Plan
    
    3(23)
    
    Plan Year
    
    3(24)
    
    Related Company
    
    3(25)
    
    Restatement Effective Date
    
    4(26)
    
    Termination of Employment
    
    4(27)
    
    Unforeseeable Financial Emergency
    
    4(28)
    
    Vested Interest
    
    41.2
    
    Number
    
    41.3
    
    Headings
    
    41.4
    
    Top Hat Plan
    
    41.5
    
    Unfunded Nature of Plan/Rabbi Trust
    
    4Article II
    
    Participation2.1
    
    Eligibility to Participate in the Plan
    
    52.2
    
    Commencement of Participation
    
    52.3
    
    Termination of Participation
    
    52.4
    
    Resumption of Participation
    
    5Article III
    
    Deferrals and Credits3.1
    
    Participant Compensation Deferrals
    
    53.2
    
    Company Credits
    
    6
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PageArticle IV
    
    Establishment and Maintenance of Accounts4.1
    
    Establishment of Plan Year Accounts
    
    74.2
    
    Selection of Deferred Payment Date for Each Plan Years Accounts
    
    74.3
    
    Selection of Form of Benefit Payment for Each Plan Years Accounts
    
    74.4
    
    Debiting and Crediting of Accounts
    
    84.5
    
    Statement of Accounts
    
    9Article V
    
    Vesting of Accounts5.1
    
    Vesting of Base Salary Deferral Accounts and Bonus Deferral Accounts
    
    95.2
    
    Vesting of Company Credits Accounts
    
    95.3
    
    [Accelerated Vesting Upon Change of Control
    
    95.4
    
    Forfeitures
    
    9Article VI
    
    Investment of Accounts6.1
    
    Deemed Investment of Accounts
    
    106.2
    
    Designation of Investment Funds
    
    106.3
    
    Allocation of Earnings/Losses
    
    10Article VII
    
    Payment of Plan Benefits7.1
    
    Plan Benefit
    
    107.2
    
    Events Triggering Payment of Benefit
    
    107.3
    
    Payment of Benefit
    
    107.4
    
    Payee of Benefits
    
    117.5
    
    Designation of Beneficiaries
    
    117.6
    
    Unclaimed Benefits
    
    117.7
    
    Minors or Incapacitated Persons
    
    11Article VIII
    
    Withdrawals and Loans8.1
    
    Early Withdrawals
    
    118.2
    
    No Loans
    
    12Article IX
    
    Administration of Plan9.1
    
    The Committee
    
    129.2
    
    Committee Powers and Duties
    
    129.3
    
    Claims Review
    
    139.4
    
    Payment of Expenses
    
    159.5
    
    Indemnity
    
    15Article X
    
    Amendment and Termination of Plan10.1
    
    Amendment of Plan
    
    1510.2
    
    Termination of Plan
    
    15Article XI
    
    Participating Companies11.1
    
    Designation of Participating Companies
    
    16
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Page11.2
    
    Termination of Participating Companys Participation
    
    16Article XII
    
    Miscellaneous12.1
    
    Not Contract of Employment
    
    1712.2
    
    Assignment Forbidden
    
    1712.3
    
    Withholding
    
    1712.4
    
    Severability
    
    1712.5
    
    Governing Law
    
    17
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I.  Definitions and Construction
 1.1 Definitions
 (1)
    
    Account(s): A Participants Compensation Deferral Account(s) and/or Company Credits
Account(s).(2)
    
    Base Salary: The gross amount of all wages, salaries, fees, and other amounts (but
excluding any Bonus) payable by the Employer in cash to or for the benefit of a Participant
for services actually rendered or labor performed for the Employer by such Participant, after
ensuring that there is a sufficient amount remaining to provide for all of the following: (i)
all applicable federal and state taxes required to be withheld by the Employer, (ii) the
maximum amount of elective deferrals that may be contributed by such Participant to any
Employer-sponsored qualified 401(k) plan for the calendar year coincident with the Plan Year
under section 402(g) of the Code (notwithstanding that such Participant may not have elected
to defer such amount), (iii) all amounts elected by such Participant to be contributed under
any Employer-sponsored plan by reason of section 125 of the Code, (iv) all other amounts
elected by such Participant to be paid as participant contributions to any Employer-sponsored
plan, and (v) all other deductions authorized or consented to by such Participant.(3)
    
    Board: The Board of Directors of the Company.(4)
    
    Bonus: The bonus or bonuses, if any, payable in cash to or for the benefit of a
Participant under any Employer bonus or incentive plan for services actually rendered or labor
performed for the Employer by such Participant, after ensuring that there is a sufficient
amount remaining to provide for all of the following to the extent not provided out of such
Participants Base Salary: (i) all applicable federal and state taxes required to be withheld
by the Employer, (ii) the maximum amount of elective deferrals that may be contributed by such
Participant to any Employer-sponsored qualified 401(k) plan for the calendar year coincident
with the Plan Year under section 402(g) of the Code (notwithstanding that such Participant may
not have elected to defer such amount), (iii) all amounts elected by such Participant to be
contributed under any Employer-sponsored plan by reason of section 125 of the Code, (iv) all
other amounts elected by such Participant to be paid as participant contributions to any
Employer-sponsored plan, and (v) all other deductions authorized or consented to by such
Participant.(5)
    
    Cause: A determination by the Committee that a Participant has (i) engaged in gross
negligence or willful misconduct in the performance of his or her duties with respect to the
Employer; (ii) been convicted of any felony or a misdemeanor involving moral turpitude; (iii)
willfully refused without proper legal reason to perform his or her duties and
responsibilities to the Employer faithfully and to the best of his or her abilities; (iv)
breached any material provision of a written employment agreement with the Employer or
corporate policy established by the Employer; or (v) willfully engaged in conduct that he or
she knows or should know is materially injurious to the Employer.(6)
    
    Change of Control: Any one of the following events:
 (i)
    
    Any one person, or more than one person acting as a group (within the
meaning of Treas. Reg. § 1.409A-3(g)(5)(v)(B)), acquires ownership of stock of the
Company that, together with stock held by such person or group, constitutes more than
50% of the total fair market value or total voting power of the stock of the Company;
provided, however,
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that if one person, or more than one person acting as a group (within the meaning
of Treas. Reg. § 1.409A-3(g)(5)(v)(B)), is considered to own more than 50% of the
total fair market value or total voting power of the stock of the Company, the
acquisition of additional stock by the same person or group does not cause a Change
of Control within the meaning of this Paragraph (i); and provided, further, that an
increase in the percentage of stock owned by any one person, or persons acting as a
group (within the meaning of Treas. Reg. § 1.409A-3(g)(5)(v)(B)), as a result of a
transaction in which the Company acquires its stock in exchange for property will be
treated as an acquisition of stock for purposes of this Paragraph (i); and provided,
further, that this Paragraph (i) applies to cause a Change of Control only when
there is a transfer of stock of the Company (or issuance of stock of the Company)
and stock of the Company remains outstanding after the transaction; and provided,
further, that, if any person, or more than one person acting as a group (within
the meaning of Treas. Reg. § 1.409A-3(g)(5)(B)) is considered to have met the
control requirements of Paragraph (ii) below, the further acquisition of such stock
by the same person or group will not cause a Change of Control within the meaning of
this Paragraph (i); or(ii)
    
    Either:
 (a)
    
    Any one person, or more than one person acting as a group
(within the meaning of Treas. Reg. § 1.409A-3(g)(5)(v)(B)), acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or group) ownership of stock of the Company
possessing 35% or more of the total voting power of the stock of the Company;
provided, however, that if one person, or more than one person acting as a
group (within the meaning of Treas. Reg. § 1.409A-3(g)(5)(v)(B)), is
considered to own more than 50% of the total fair market value or total voting
power of the stock of the Company, the acquisition of additional stock by the
same person or group will not cause a Change of Control within the meaning of
this Paragraph (ii); and provided, further, that, if any person, or more than
one person acting as a group (within the meaning of Treas. Reg. §
1.409A-3(g)(5)(B)) is considered to have met the control requirements of this
Paragraph (ii), the further acquisition of such stock by the same person or
group will not cause a Change of Control within the meaning of this Paragraph
(ii); or(b)
    
    A majority of the members of the Board is replaced during any
12-month period by directors whose appointment or election is not endorsed by a
majority of the members of the Board prior to the date of such appointment or
election; provided, however, that this Subparagraph (b) will only cause a
Change of Control of a corporation for which no other corporation is a majority
shareholder; or
 (iii)
    
    Any one person, or more than one person acting as a group (within the
meaning of Treas. Reg. § 1.409A-3(g)(5)(v)(B)), acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such person or
group) assets from the Company that have a total gross fair market value equal to or
more than 40% of the total gross fair market value of all the assets of the Company
immediately prior to such acquisition or acquisitions. For purposes of this Paragraph
(iii), gross fair market value means the value of the assets of the Company, or the
value of the assets being disposed of, determined without regard to any liabilities
associated with such assets; or
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(iv)
    
    With respect to a transaction involving the Company and any other
corporation, either the Company or such other corporation experiences a Change of
Control described in Paragraph (i) or (ii) above in connection with such transaction.
 (7)
    
    Code: The Internal Revenue Code of 1986, as amended.(8)
    
    Committee: The committee appointed or otherwise constituted in accordance with
Section 9.1.(9)
    
    Company: Activant Solutions Inc.(10)
    
    Company Credits: Amounts, if any, credited to a Participants Company Credits
Account pursuant to Section 3.2.(11)
    
    Company Credits Account: A hypothetical account for each Participant to which are
credited (i) such Participants Company Credits, if any, allocated pursuant to Section 3.2 and
(ii) such Accounts allocation of earnings and losses as provided in Section 6.3.(12)
    
    Compensation: Base Salary and/or Bonus.(13)
    
    Compensation Deferral Account: A hypothetical account for each Participant to which
are credited (i) such Participants Base Salary Compensation Deferrals and Bonus Compensation
Deferrals elected pursuant to Section 3.1 and (ii) such Accounts allocation of earnings and
losses as provided in Section 6.3.(14)
    
    Compensation Deferrals: Base Salary and/or Bonus deferred in accordance with Section
3.1.(15)
    
    Deferred Payment Date: The date designated by a Participant each Plan Year in
accordance with Section 4.2 for payment (or commencement of payment, as applicable) of such
Participants Accounts for such Plan Year.(16)
    
    Election Date: The first day of each Plan Year.(17)
    
    Eligible Employee: Each employee of the Employer who is one of a select group of
management or highly compensated employees.(18)
    
    Employer: The Company and each Participating Company.(19)
    
    ERISA: The Employee Retirement Income Security Act of 1974, as amended.(20)
    
    Participant: Each Eligible Employee who is eligible to participate in the Plan
pursuant to Section 2.1 and has become a Participant pursuant to Section 2.2 and whose
participation has not terminated pursuant to Section 2.3.(21)
    
    Participating Company: Each eligible organization designated to participate in the
Plan in accordance with the provisions of Article XI.(22)
    
    Plan: This Activant Solutions Inc. Deferred Compensation Plan, as amended from time
to time.(23)
    
    Plan Year: The 12-consecutive-month period commencing January 1 of each year.(24)
    
    Related Company: Each trade or business (whether or not incorporated) that, together
with the Company, would be deemed to be a single employer within the meaning of subsection
(b) or
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(c) of section 414 of the Code determined by substituting a more than 50% rather than an 80%
ownership test.(25)
    
    Restatement Effective Date: January 1, 2007.(26)
    
    Termination of Employment: The termination of a Participants employment with the
Company and all Related Companies for any reason whatsoever, with or without cause, including
by reason of voluntary termination, involuntary termination, death, or disability or (ii) the
date a Participants leave of absence (paid or unpaid) exceeds six months if, on such date,
the Participant does not have, either by contract or statute, a right to reemployment with the
Company or an affiliate of the Company; provided, however, that a Termination of Employment
will not have occurred for purposes of the Plan unless and until an event that constitutes a
Termination of Employment as defined in this Paragraph also constitutes a separation from
service within the meaning of section 409A of the Code.(27)
    
    Unforeseeable Financial Emergency: A severe financial hardship of the Participant
resulting from (i) an illness or accident of the Participant, the Participants spouse, or the
Participants dependent (as defined in section 152(a) of the Code); (ii) a loss of the
Participants property due to casualty (including the need to rebuild a home following damage
to a home not otherwise covered by insurance); or (iii) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the
Participant; provided, however, that an Unforeseeable Financial Emergency will not exist to
the extent that such emergency is or may be relieved through reimbursement or compensation
from insurance or otherwise, by liquidation of the Participants assets (to the extent such
liquidation would not cause severe financial hardship), or by cessation of Compensation
Deferrals under the Plan.(28)
    
    Vested Interest: The percentage of a Participants Accounts in which, pursuant to
Article V, he or she is vested.
 1.2 Number
 1.3 Headings
 1.4 Top Hat Plan
 1.5 Unfunded Nature of Plan/Rabbi Trust
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II.  Participation
 2.1 Eligibility to Participate in the Plan
 2.2 Commencement of Participation
     2.3 Termination of Participation
 2.4 Resumption of Participation
 III.  Deferrals and Credits
 3.1 Participant Compensation Deferrals
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3.2 Company Credits
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IV.  Establishment and Maintenance of Accounts
 4.1 Establishment of Plan Year Accounts
 4.2 Selection of Deferred Payment Date for Each Plan Years Accounts
    4.3 Selection of Form of Benefit Payment for Each Plan Years Accounts
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4.4 Debiting and Crediting of Accounts
   -8-




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4.5 Statement of Accounts
 V.  Vesting of Accounts
 5.1 Vesting of Base Salary Deferral Accounts and Bonus Deferral Accounts
 5.2 Vesting of Company Credits Accounts
 5.3 [Accelerated Vesting Upon Change of Control
 5.4 Forfeitures
   -9-




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VI.  Investment of Accounts
 6.1 Deemed Investment of Accounts
 6.2 Designation of Investment Funds
 6.3 Allocation of Earnings/Losses
 VII.  Payment of Plan Benefits
 7.1 Plan Benefit
 7.2 Events Triggering Payment of Benefit earlier
   7.3 Payment of Benefit
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7.4 Payee of Benefits
 7.5 Designation of Beneficiaries
   7.6 Unclaimed Benefits
 7.7 Minors or Incapacitated Persons
 VIII.  Withdrawals and Loans
 8.1 Early Withdrawals
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8.2 No Loans
 IX.  Administration of Plan
 9.1 The Committee
    9.2 Committee Powers and Duties
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9.3 Claims Review
   -13-




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9.4 Payment of Expenses
 9.5 Indemnity
 X.  Amendment and Termination of Plan
 10.1 Amendment of Plan
 10.2 Termination of Plan
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XI.  Participating Companies
 11.1 Designation of Participating Companies
   11.2 Termination of Participating Companys Participation
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XII.  Miscellaneous
 12.1 Not Contract of Employment
 12.2 Assignment Forbidden
 12.3 Withholding/Deductions
 12.4 Severability
 12.5 Governing Law
 Executed
 Activant Solutions Inc.By:Printed Name: -17-