Restricted Share Right Agreement, dated October 1, 2003



  
 Exhibit 10.56

  
                     , 200   
  

______________ 
 c/o QRS Corporation 
 1400 Marina Way South 
 Richmond, CA 94804 
  

	 	Re:	Restricted Share Right Grant 

  
 Dear _____: 
  
 Pursuant to its 1993 Stock Option/Stock Issuance Plan (the “Plan”), QRS Corporation (the “Company”) hereby grants you
                     (            ) restricted share rights (“share
rights”) with respect to its Common Stock (“Common Stock”). These share rights are granted to you in accordance with the restrictions, terms and conditions hereinafter set forth and are in all respects limited and conditioned by the
provisions of the Plan. 
  
 1. Each share right entitles you to
receive one share of Common Stock on the date that the share rights vest in accordance with paragraph 2 (the “Vesting Date”). A certificate representing the shares of Common Stock will be issued without restriction on or as soon as
practicable following the Vesting Date of the share right, provided that such share right has not been terminated or canceled before such date in accordance with the provisions hereinafter set forth. 
  
 2. 100% of your share rights will vest on
                , 200    , provided that you remain employed with the Company through such date. However, if you are employed by the
Company at the time of a Change of Control or Corporate Transaction (both as defined in the Plan, except that for purposes of this agreement a Corporate Transaction shall not include any merger, whether forward or reverse, if, immediately after the
merger, securities possessing 50% or more of the total combined voting power of the surviving entity or parent thereof are beneficially owned, directly or indirectly, by those persons who were the Company’s stockholders immediately before the
merger in substantially the same proportion as their stockholdings immediately before the merger), all of your outstanding share rights, to the extent not previously vested or canceled, will immediately vest in full upon such a Change in Control or
a Corporate Transaction, except that where any excess parachute payment under Internal Revenue Code Section 280G(b) would occur when such accelerated vesting is aggregated with any other compensation that constitutes a parachute payment, such
accelerated vesting will be limited to the extent necessary to assure that no excess parachute payment will occur and the remaining non-accelerated share rights will vest on
                , 200     if you remain employed by the Company through that date; provided, however, those remaining share rights
shall immediately 

  










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200     
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vest in full (i) at the time of a Corporate Transaction, if the successor corporation or parent thereof does not assume the remaining non-accelerated share
rights or (ii) upon your employment being involuntarily terminated other than for “misconduct” (as defined below) at the time of or within twenty four (24) months after a Corporate Transaction or a Change in Control (as defined above) or
upon your resignation at the time of or within twenty four (24) months after such a Corporate Transaction or a Change in Control by reason of (a) a material reduction (15% will be deemed a material reduction) in your base compensation, your annual
total target compensation, or your benefits; (b) a material reduction in your duties or responsibilities, or (c) a change in your principal place of employment that increases your commute by more than 25 miles. 
  
 Except as provided in the previous paragraph, if your employment with the
Company terminates for any reason before                 , 200    , any share right held by you that has not vested before the date of
your termination of employment will be canceled automatically and will no longer be outstanding and no shares of Common Stock will be issued hereunder with respect to such canceled share rights. 
  
 For purposes of this Agreement, “misconduct” means (i) your willful
engagement in gross misconduct injurious to the Company or your commission of any act of gross negligence or malfeasance with respect to your duties incident to your employment; (ii) your willful failure to attend to the material duties assigned to
you by the Board of Directors; (iii) your commission of any act of fraud, embezzlement or dishonesty against the Company or any affiliate thereof, or (iv) your conviction for any criminal offense involving fraud or dishonesty or any similar conduct
that is injurious to the reputation of the Company. 
  
 3. The
issuance of shares of Common Stock under vested share rights is subject to satisfaction of all tax withholding obligations with respect to such shares. At your discretion, the number of shares of Common Stock which you would otherwise be entitled to
receive on the Vesting Date may be reduced by that number of shares which, as of that date, has an aggregate Fair Market Value (as defined in the Plan) equal to the employer’s minimum statutory tax withholding obligations applicable to the
shares issuable on that date. 
  
 4. Your share rights hereunder
may not be sold, assigned, transferred, alienated, subject to garnishment or otherwise encumbered in any manner other than by transfer by will or the laws of descent and distribution. 
  
 5. The issuance of shares of Common Stock hereunder is subject to the procurement by the Company of all approvals and
permits required by regulatory authorities having jurisdiction over the share rights and stock to be issued hereunder. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to
the lawful issuance of any Common Stock hereunder will relieve the Company of 

  










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any liability with respect to the non-issuance of the Common Stock as to which such approval is not obtained. The Company, however, will use its best efforts
to obtain all such approvals. 
  
 6. If any change is made to the
Common Stock issuable hereunder by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without receipt of consideration, the
Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) will make appropriate adjustments to such share rights to prevent the enlargement or dilution of your rights thereunder. 
  
 7. You will not have any rights as a shareholder with respect to the shares
of Common Stock issuable hereunder until you have been issued a stock certificate for such shares. It is the intention of the parties that the Company’s obligations under your share rights are unfunded for purposes of the Internal Revenue Code
and that the Employee Retirement Income Security Act of 1974 does not apply to your share rights. 
  
 8. The Compensation Committee, may, in its discretion, modify or waive any or all of the terms, conditions or restrictions hereof, provided, however, that
no such modification or waiver may, without your consent, adversely affect your rights hereunder. 
  
 9. The Compensation Committee has full authority to administer the Plan, including authority to interpret and construe any provision thereof and hereof
and to adopt such rules and regulations for administering the Plan as it may deem necessary. Decisions of the Compensation Committee are final and binding on all persons who have an interest in the Plan. 
  
 10. This agreement does not constitute a contract of employment. Neither the
grant of this share right, nor any action taken under the terms of this share right or the Plan, nor any provision of this share right or the Plan will be construed to grant you the right to remain in the employ of the Company (or any subsidiary or
parent of the Company) for any period of specific duration, and the Company (or any subsidiary or parent of the Company retaining your services) may terminate your employment at any time and for any reason, with or without cause. However, nothing
contained in this share right or the Plan will affect any contractual rights you may have pursuant to a written employment agreement, duly executed on behalf of the Company. 
  










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                 ,
200     
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 If the foregoing is satisfactory, please sign, date and return the enclosed copy of this letter to
me. 
  

	
	Very truly yours,
	
	 
	

	 Elizabeth A. Fetter
 President and Chief Executive Officer



  

	
	AGREED AND ACCEPTED:
	
	  
	

	 __________
 _________________