Exhibit 10.1
FORM OF
SSA GLOBAL TECHNOLOGIES, INC.
2003 EQUITY INCENTIVE PLAN
STOCK UNIT AWARD AGREEMENT
This Stock Unit Award Agreement ("Agreement") is made and entered into, as of
the Grant Date set forth on the signature page hereto, by and between SSA Global
Technologies, Inc., a Delaware Corporation ("Company"), and
[
] ("Grantee").
R E C I T A L S
A.
The Company has established and maintains
the SSA Global Technologies, Inc. 2003 Equity Incentive Plan ("Plan") in order
to further the growth, development, and financial success of the Company, and
its Subsidiaries, by providing equity based incentives and equity ownership
opportunities to certain directors, officers, and employees of, and consultants
to, the Company.
B.
Grantee is currently employed by the
Company in a senior executive position and the Committee has awarded Stock Units
to Grantee, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
I. DEFINITIONS.
(A) INITIALLY CAPITALIZED TERMS USED IN THIS AGREEMENT HAVE THE MEANING GIVEN TO
SUCH TERMS IN THE PLAN, EXCEPT AS EXPRESSLY OTHERWISE HEREIN PROVIDED.
(B) THE FOLLOWING TERMS, WHEN USED IN THIS AGREEMENT AND INITIALLY CAPITALIZED,
SHALL HAVE THE FOLLOWING MEANINGS:
1. "FOR CAUSE" SHALL MEAN THE TERMINATION OF GRANTEE'S EMPLOYMENT WITH THE
COMPANY AND ALL SUBSIDIARIES FOR ANY OF THE FOLLOWING REASONS: (I) EMBEZZLEMENT,
DISHONESTY, OR FRAUD; (II) CONVICTION (OR PLEA OF NOLO CONTENDERE) FOR A FELONY
OR CONVICTION (OR PLEA OF NOLO CONTENDERE) OF ANY CRIME INVOLVING MORAL
TURPITUDE OR THAT IMPAIRS GRANTEE'S ABILITY TO PERFORM HIS DUTIES;
(III) IMPROPER AND MATERIAL DISCLOSURE OR USE OF THE COMPANY'S OR A SUBSIDIARY'S
CONFIDENTIAL OR PROPRIETARY INFORMATION; OR (IV) GRANTEE'S WILLFUL FAILURE OR
REFUSAL TO FOLLOW THE LAWFUL AND GOOD FAITH DIRECTION OF THE COMPANY OR A
SUBSIDIARY TO PERFORM HIS MATERIAL DUTIES WHICH, IF CURABLE, REMAINS UNCURED
FOLLOWING THIRTY (30) DAYS' WRITTEN NOTICE TO GRANTEE FROM THE COMPANY OR A
SUBSIDIARY DESCRIBING SUCH FAILURE OR REFUSAL.
2. "GOOD REASON" SHALL MEAN ANY OF THE FOLLOWING CONDITIONS (NOT CONSENTED TO IN
ADVANCE BY GRANTEE OR RATIFIED SUBSEQUENTLY BY GRANTEE) WHICH CONDITION(S)
REMAIN(S) IN EFFECT THIRTY (30) DAYS AFTER WRITTEN NOTICE TO THE BOARD FROM
GRANTEE OF SUCH CONDITIONS:
(I) A MATERIAL DECREASE IN GRANTEE'S BASE SALARY;
OR (II) A MATERIAL, ADVERSE CHANGE IN GRANTEE'S AUTHORITY, RESPONSIBILITIES OR
DUTIES, AS MEASURED AGAINST GRANTEE'S AUTHORITY, RESPONSIBILITIES OR DUTIES
IMMEDIATELY PRIOR TO SUCH CHANGE.
3. "GRANT SHARES" SHALL MEAN THE SHARES OF THE COMPANY'S COMMON STOCK, $0.01 PAR
VALUE, ISSUED TO GRANTEE OR HIS BENEFICIARY FOLLOWING THE VESTING OF THE STOCK
UNITS.
4. "STOCK UNITS" SHALL MEAN THE EQUITY INCENTIVE AWARDED PURSUANT TO THIS
AGREEMENT.
II.GRANT OF STOCK UNITS.
COMPANY, PURSUANT TO THE PLAN, HEREBY GRANTS TO
GRANTEE THE NUMBER OF STOCK UNITS SET FORTH ON THE SIGNATURE PAGE HERETO.
SUCH
STOCK UNITS SHALL BE CONVERTIBLE INTO SHARES OF THE COMPANY'S COMMON STOCK, PAR
VALUE $0.01 PER SHARE, ON A ONE-FOR-ONE BASIS, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF