Exhibit 10.1
**INDEMNIFICATION AGREEMENT**
     THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of June 1,2004 (the “Effective Date”), among Activant Solutions Holdings Inc., a Delawarecorporation formerly known as Cooperative Computing Holdings Company, Inc.(“ASHI”), Activant Solutions Inc., a Delaware corporation formerly known asCooperative Computing, Inc. (“ASI” and, together with ASHI, the “Indemnitors”),and Pervez Qureshi (“Indemnitee”).
RECITALS
     A. Highly competent and experienced persons are becoming more reluctant toserve corporations as directors, executive officers or in other capacitiesunless they are provided with adequate protection through insurance andadequate indemnification against inordinate risks of claims and actions againstthem arising out of their service to and activities on behalf of thecorporation.
     B. The Board of Directors of each of the Indemnitors has determined thatthe inability to attract and retain such persons would be detrimental to thebest interests of the Indemnitors and their respective subsidiaries(collective, the “Company”).
     C. The Board has also determined that it is reasonable, prudent andnecessary for the Company contractually to obligate itself to indemnify suchpersons to the fullest extent permitted by applicable law so that they willserve or continue to serve the Company free from undue concern that they willnot be so indemnified.
          In consideration of the foregoing and the mutual covenants hereincontained, and other good and valuable consideration, the sufficiency andreceipt of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
INDEMNIFICATION
     Section 1.1 General. The Indemnitors shall indemnify, and advanceexpenses to, Indemnitee, to the fullest extent provided in their respectiveCertificates of Incorporation, as the same is in effect on the date hereof and,subject to Section 1.2, as the same may be amended or modified from time totime.
     Section 1.2 Non-Exclusivity. The rights of Indemnitee to receiveindemnification and advancement of expenses under this agreement shall not bedeemed exclusive of any other rights to which Indemnitee may at any time beentitled under applicable law, the Bylaws of either ASHI or ASI, or any otheragreement, vote of stockholders or a resolution of directors, or otherwise.Except as required by law, neither Indemnitor shall, without the prior writtenconsent of Indemnitee, adopt any amendment to their respective Certificates ofIncorporation which would have the effect of adversely affecting Indemnitee’srights to indemnification set forth herein.
     Section 1.3 Duration of Agreement. This Agreement shall continue for solong as Indemnitee serves as a director or officer of the Company or, at therequest of the Company, as a director or officer of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise,and thereafter shall survive until and terminate upon the latest to occur of(a) the expiration of six (6) years after the latest date that Indemnitee shallhave ceased to serve in any such capacity; (b) the final termination of allpending proceedings in respect of which Indemnitee is granted rights ofindemnification or advancement of expenses hereunder; or (c) the expiration ofall statutes of limitation applicable to possible claims arising out ofIndemnitee’s status as an officer or director of the Company or of any othercorporation, partnership, joint venture, trust, employee benefit plan or otherenterprise which such Indemnitee is or was serving at the request of theCompany.
     Section 1.4 Notice by Each Party. Indemnitee shall promptly notify theIndemnitors in writing upon being served with any summons, citation, subpoena,complaint, indictment, information or other document or communication relatingto any claim which Indemnitee may be entitled to indemnification or advancementof expenses hereunder; provided, however, that any failure of Indemnitee to sonotify the Indemnitors shall not adversely affect Indemnitee’s rights underthis Agreement except to the extent the Company shall have been materiallyprejudiced as a direct result of such failure.
 

 

ARTICLE II
MISCELLANEOUS
     Section 2.1 Enforcement. The Indemnitors agree that its execution of thisAgreement shall constitute a stipulation by which it shall be irrevocably boundin any court or arbitration in which a proceeding by Indemnitee for enforcementof his rights hereunder shall have been commenced, continued or appealed, thatits obligations set forth in this Agreement are unique and special, and thatfailure of any Indemnitor to comply with the provisions of this Agreement willcause irreparable and irremediable injury to Indemnitee, for which a remedy atlaw will be inadequate. As a result, in addition to any other right or remedyhe may have at law or in equity with respect to breach of this Agreement,Indemnitee shall be entitled to injunctive or mandatory relief directingspecific performance by the Indemnitors of their respective obligations underthis Agreement.
     Section 2.2 Successors and Assigns. All of the terms and provisions ofthis Agreement shall be binding upon, shall inure to the benefit of and shallbe enforceable by the parties hereto and their respective successors, assigns,heirs, executors, administrators, legal representatives. In the event anyIndemnitor or any of their respective successors or assigns (a) consolidates ormerges into any other person and shall not be the continuing or survivingcorporation or entity of such consolidation or merger or (b) transfers all orsubstantially all of its properties and assets to any person, then in each suchcase, proper provision shall be made so that the successors andassigns of the applicable Indemnitor shall assume the obligations set forth herein;provided, however, that in the event ASI engages in a transaction of the typedescribed in clauses (a) or (b) of this sentence pursuant to which ASHI is notacquired in such transaction, then ASHI shall be released from its obligationshereunder effective upon the assumption of the obligations set forth herein byASI’s successors and assigns pursuant to this sentence.
     Section 2.3 Amendment. This Agreement may not be modified or amendedexcept by a written instrument executed by or on behalf of the parties hereto.
     Section 2.4 Waivers. The observance of any term of this Agreement may bewaived (either generally or in a particular instance and either retroactivelyor prospectively) by the party entitled to enforce such term only by a writingsigned by the party against which such waiver is to be asserted. Unlessotherwise expressly provided herein, no delay on the part of any party heretoin exercising any right, power or privilege hereunder shall operate as a waiverthereof, nor shall any waiver on the part of any party hereto of any right,power or privilege hereunder operate as a waiver of any other right, power orprivilege hereunder nor shall any single or partial exercise of any right,power or privilege hereunder preclude any other or further exercise thereof orthe exercise of any other right, power or privilege hereunder.;
     Section 2.5 Entire Agreement. This Agreement and the documents expresslyreferred to herein constitute the entire agreement between the parties heretowith respect to the matters covered hereby, and any other prior orcontemporaneous or oral or written understandings or agreements with respect tothe matters covered hereby are expressly superseded by this Agreement.
     Section 2.6 Severability. If any provision of this Agreement (includingany provision within a single section, paragraph or sentence) or theapplication of such provision to any person or circumstance, shall bejudicially declared to be invalid, unenforceable or void, such decision willnot have the effect of invalidating or voiding the remainder of this Agreementor affect the application of such provision to other persons or circumstances,it being the intent and agreement of the parties that this Agreement shall bedeemed amended by modifying such provision to the extent necessary to render itvalid, legal and enforceable while preserving its intent, or if suchmodification is not possible, by substituting therefore another provision thatis valid, legal and enforceable and that achieves the same objective. Any suchfinding of invalidity or enforceability shall not prevent the enforcement ofsuch provision in any other jurisdiction to the maximum extent permitted byapplicable law.
     Section 2.7 Notice. All notices and other communications hereunder shallbe in writing and shall be deemed given upon (a) transmitter’s confirmation ofa receipt of a facsimile transmission, (b) confirmed delivery of a standardovernight courier or when delivered by hand or (c) the expiration of fivebusiness days after the date mailed by certified or registered mail (returnreceipt requested), postage prepaid, to the parties at the following addresses(or at such other addresses for a party as shall be specified by like notice):
 

 

If to any Indemnitor, to:
c/o Activant Solutions Inc.804 Las Cimas Parkway, Suite 200Austin, Texas 78746Attention: General CounselFacsimile: (512) 278-5138
If to Indemnitee, to the address indicated on the signature page hereof.
Section 2.8 Certain Construction Rules.
               The article and section headings contained in this Agreement are forreference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement. As used in this Agreement, unless otherwiseprovided to the contrary, (i) all references to days shall be deemed referencesto calendar days and (ii) any reference to a “Section” or “Article” shall bedeemed to refer to a section or article of this Agreement. The words “hereof,”“herein,” and “hereunder” and words of similar import referring to thisAgreement refer to this Agreement as a whole and not to any particularprovision of this Agreement. Whenever the words “include,” “includes” or“including” are used in this Agreement, they shall be deemed to be followedwith the words “without limitation.” Unless otherwise specifically providedfor herein, the term “or” shall not be deemed to be exclusive. Whenever thecontext may require, any pronoun used in this Agreement shall include thecorresponding masculine, feminine or neuter forms, and the singular form ofnouns, pronouns and verbs shall include the plural and vice versa.
     Section 2.9 Governing Law. This Agreement shall be governed by, andconstrued in accordance with, the laws of the State of Delaware, without givingeffect to the conflicts of laws principles thereof.
     Section 2.10 Counterparts. This Agreement may be executed in two or morecounterparts, each of which shall be deemed to be an original and all of whichtogether shall be deemed to be one and the same instrument, notwithstandingthat both parities are not signatories to the original or the same counterpart.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
 

 

          IN WITNESS WHEREOF, this Agreement has been duly executed and delivered tobe effective as of the date first above written.      ACTIVANT SOLUTIONS HOLDING