HEREIN.
F.REVISION.
THE PARTIES HERETO EXPRESSLY AGREE THAT IN THE EVENT THAT ANY OF
THE PROVISIONS, COVENANTS, WARRANTIES OR AGREEMENTS IN THIS AGREEMENT ARE HELD
TO BE IN ANY RESPECT AN UNREASONABLE RESTRICTION UPON GRANTEE OR ARE OTHERWISE
INVALID, FOR WHATSOEVER CAUSE, THEN THE COURT SO HOLDING IS HEREBY AUTHORIZED TO
(A) REDUCE THE TERRITORY TO WHICH SAID COVENANT, WARRANTY OR AGREEMENT PERTAINS,
THE PERIOD OF TIME IN WHICH SAID COVENANT, WARRANTY OR AGREEMENT OPERATES OR THE
SCOPE OF ACTIVITY TO WHICH SAID COVENANT, WARRANTY OR AGREEMENT PERTAINS OR
(B) EFFECT ANY OTHER CHANGE TO THE EXTENT NECESSARY TO RENDER ANY OF THE
RESTRICTIONS CONTAINED IN THIS AGREEMENT ENFORCEABLE.
VI.INCORPORATION OF TERMS OF PLAN.
THE TERMS OF THE PLAN ARE INCORPORATED
HEREIN BY REFERENCE AND GRANTEE'S RIGHTS HEREUNDER ARE SUBJECT TO SUCH TERMS.
TO THE EXTENT THE TERMS OF THE PLAN ARE INCONSISTENT WITH THE TERMS OF THIS
AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL CONTROL.
GRANTEE HEREBY
ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND AGREES TO COMPLY WITH ALL
REQUIREMENTS OF THE PLAN.
VII.MISCELLANEOUS PROVISIONS.
A.GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY
PRINCIPLES OF CONFLICT OF LAWS THEREOF.
B.AMENDMENT AND TERMINATION.
THE BOARD OR COMMITTEE MAY AT ANY TIME AMEND,
ALTER, SUSPEND, DISCONTINUE OR TERMINATE THIS AGREEMENT, PROVIDED THAT NO SUCH
ACTION THAT MATERIALLY CHANGES OR IN ANY WAY IMPAIRS THE RIGHTS OF THE GRANTEE
UNDER THIS AGREEMENT SHALL BE EFFECTIVE UNLESS CONSENTED TO BY THE GRANTEE IN
WRITING OR UNLESS SUCH ACTION IS EXPRESSLY PERMITTED UNDER THIS AGREEMENT.
C.NO EMPLOYMENT RIGHT.
NOTHING IN THIS AGREEMENT, NOR THE GRANT OF THE STOCK
UNITS HEREUNDER, SHALL IN ANY WAY LIMIT THE RIGHT OF THE COMPANY OR A SUBSIDIARY
TO TERMINATE GRANTEE'S EMPLOYMENT AT ANY TIME OR CONFER UPON GRANTEE ANY RIGHT
TO CONTINUE AS AN EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY.
D.GENDER.
EXCEPT WHERE OTHERWISE INDICATED BY CONTEXT, ANY MASCULINE TERM USED
HEREIN SHALL ALSO INCLUDE THE FEMININE.
E.ENTIRE AGREEMENT.
THIS AGREEMENT AND THE PLAN CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF,
MERGING ANY AND ALL PRIOR AGREEMENTS AND SUPERSEDES ALL PRIOR NEGOTIATIONS,
REPRESENTATIONS, OFFER LETTERS, EMPLOYMENT AGREEMENTS, OTHER AGREEMENTS OR ANY
OTHER WRITTEN OR ORAL COMMUNICATIONS CONCERNING THE GRANT OF STOCK UNITS.
F.SEVERABILITY.
IN THE EVENT ANY PROVISION OF THIS AGREEMENT SHALL BE HELD
ILLEGAL OR INVALID FOR ANY REASON, THE ILLEGALITY OR INVALIDITY SHALL NOT AFFECT
THE REMAINING PROVISIONS OF THE AGREEMENT AND THE AGREEMENT SHALL BE CONSTRUED
AND ENFORCED AS IF THE ILLEGAL OR INVALID PROVISION HAD NOT BEEN INCLUDED.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant
Date.
SSA Global Technologies, Inc.
By:
Title:
Grantee
Grant Date:
December 30, 2005
No. of Stock Units:
To be completed by Grantee:
Beneficiary:
Beneficiary Address: ________________________
_________________________________________
Beneficiary Tax EIN:
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