AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

          This Employment Agreement (the “Agreement”) dated May 2, 2006, as amended and restated effective December 30, 2008, is made by and between Activant Group Inc., a Delaware corporation (the “Company”), and Pervez Qureshi (the “Executive”).

           Whereas , the Company desires to employ Executive, and Executive is willing to serve in the employ of the Company upon the terms and conditions provided in this Agreement;

           Whereas , in connection with the merger by and among the Company, Lone Star Merger Corp. and Activant Solutions Holdings Inc., as detailed in that certain Agreement and Plan of Merger dated March 12, 2006 (the “Merger Agreement”), Executive and the Company entered into this Agreement effective as of the “Closing Date” (as defined in the Merger Agreement); and

           Whereas, the Company and Executive desire to amend and restate the Agreement in its entirety to reflect certain amendments deemed necessary or desirable to comply with Section 409A of the Code (as hereinafter defined).

           Now, Therefore , in consideration of the promises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

          1.  Term of Employment . Executive shall be employed by the Company for the period commencing on the Closing Date and ending on the date of Executive’s termination of employment (such period, the “Employment Term”) on the terms and subject to the conditions set forth in this Agreement.

          2.  Position .

               a. During the Employment Term, Executive shall serve as the Company’s President and Chief Executive Officer. In such position, Executive shall have such duties and authority as shall be determined from time to time by the Board of Directors of the Company (the “Board”). Prior to an initial public offering of the Company’s common stock (an “IPO”), Executive shall serve as a member of the Board so long as Executive remains the President and Chief Executive Officer of the Company. Subsequent to an IPO, the Company shall nominate Executive for election to serve as member of the Board as long as Executive continues to serve as the Company’s President and Chief Executive Officer. All services as a member of the Board pursuant to this paragraph 2(a), and any service as an officer and director of any Company subsidiary, shall be without additional compensation to Executive.

               b. During the Employment Term, Executive will devote Executive’s full business time to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from (i) accepting

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appointment to or continuing to serve on any board of directors or trustees of any charitable or religious organization, (ii) otherwise participating in charitable or religious activities, or (iii) managing his personal investments and affairs; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder.

          3.  Base Salary . During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $416,000, or such higher amount as may be approved by the Company’s Compensation Committee (as defined herein) from time to time, payable in regular installments in accordance with the Company’s usual payment practices. Executive’s base salary will be subject to an annual review for increases by the compensation committee of the Board (the “Compensation Committee”). Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

          4.  Bonus Opportunity . With respect to each full fiscal year during the Employment Term, Executive shall be eligible to earn an annual bonus under the Activant Solutions Inc. annual incentive performance plan. For each full fiscal year during the Employment Term, Executive shall be eligible to earn an annual bonus of one hundred percent (100%) of Executive’s Base Salary (the “Target Bonus”) based upon the achievement of budgeted EBITDA and revenue based performance targets established by the Board and the Compensation Committee, and Executive shall have a maximum annual bonus opportunity equal to one hundred and seventy-five percent (175%), or such higher maximum annual bonus opportunity as may be approved by the Company’s Compensation Committee from time to time, of the Target Bonus. The Company and Executive intend that a portion of the annual bonus payment (the “Bonus Payment”) will continue to be advanced on a quarterly basis to the extent performance targets have been achieved in accordance with the terms of the annual incentive performance plan. In all cases, any earned Bonus Payment will be paid to Executive prior to the sixth day following the completion of the annual audit of the Company’s financial statements, but in no event later than two and one-half (2 ¹ / 2 ) months after the end of the applicable fiscal year in which it was earned (or such longer or shorter period as may be applicable pursuant to the “short-term deferral” rules under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder).

          5.  Equity Arrangements . Executive was granted a non-statutory stock option to purchase 2,166,667 shares of the Company’s common stock (the “Option”) pursuant to the terms of the Company’s 2006 Stock Incentive Plan (the “Plan”) and the form of stock option award agreement (the “Stock Option Agreement”) approved by the Board for use under the Plan. The Option vests as to twenty percent (20%) of the total number of shares subject to the Option on the twelve (12) month anniversary of the Closing Date, and as to five percent (5%) of the total number of shares subject to the Option at the end of each full three (3) month period thereafter, so that the award will be fully vested on the fifth anniversary of the Closing Date, subject to Executive’s continuous employment during that time. In the event of a consummation of a “Change of Control” (as defined below), all unvested Options that were not previously cancelled will accelerate and become immediately vested and exercisable. For the purposes of this Agreement, the term “Change of Control” shall mean (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange

Act of 1934, as amended) other than the “Initial Investors” (as defined below) or affiliates of the Initial Investors, or (ii) (A) any person or group, other than the Initial Investors or affiliates of the Initial Investors, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise and (B) the Initial Investors or affiliates of the Initial Investors cease to control the Board. For the purposes of this Agreement, “Initial Investors” shall mean Hellman & Friedman Capital Partners V, L.P. and its affiliated funds, Thoma Cressey Fund VII, L.P. and its affiliated funds, and JMI Equity Fund IV, L.P. and its affiliated funds.

          6.  Employee Benefits . During the Employment Term, Executive shall be entitled to the following benefits:

               a.  Benefits . Executive shall be entitled to participate in the Company’s employee benefit plans as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other executive officers of the Company.

               b.  Life Insurance . The Company shall acquire and maintain a life insurance policy on the life of the Executive with a death benefit payable to Executive’s beneficiaries equal to two million dollars ($2,000,000), provided that such a policy can be obtained at standard premium rates. To the extent that proceeds payable upon Executive’s death exceed $2,000,000, the Company shall be entitled to retain such excess proceeds without liability to Executive’s beneficiaries or any other person or entity.

          7.  Business Expenses . During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with Company policies and practices as in effect from time to time.

          8.  Termination . The Employment Term and Executive’s employment hereunder may be terminated by either the Company or Executive at any time and for any reason; provided that Executive will be required to give the Company at least 30 days advance written notice of any resignation of Executive’s employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 8 shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

               a. Accrued Rights. In the event of a termination of Executive’s employment for any reason, Executive shall be entitled to receive Accrued Rights. “Accrued Rights” shall mean:

               b.  Termination by the Company without Cause or Resignation by Executive for Good Reason

               (i) If Executive’s employment is terminated by the Company without Cause (and other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive:

               (A) the Accrued Rights; and

               (B) subject to Executive’s (i) execution, delivery and non-revocation of a valid and irrevocable general release of all claims against the Company, the Initial Investors and their respective affiliates within forty-five (45) days following Executive’s receipt of such release in a form that is reasonably acceptable to the Company, which release shall be delivered by the Company within three (3) business days following the termination of Executive’s employment (the effective date of such release is hereinafter referred to as the “Release Date”; provided , that, if the termination of Executive’s employment occurs within 45 days of the end of a calendar year and the release effective date would occur before January 1 of the subsequent calendar year, the “Release Date” shall be deemed to be January 1 of such subsequent calendar year), and (ii) continued compliance, in all material respects, with the restrictive covenants set forth in Sections 9 and 10 below:

          (1) a payment equal to one hundred and fifty percent (150%) of the Base Salary then in effect, payable within three (3) business days following the Release Date, and an additional termination payment of 150% of such Base Salary paid in equal monthly installments over the nine month period following the Release Date, with the first such payment being due on the next regular payroll date that falls at least three (3)

business days after the Release Date, and each subsequent payment being due monthly thereafter;

          (2) a pro rata portion of any annual Target Bonus that Executive would have earned in the fiscal year in which such termination of employment occurs (the amount of the annual Target Bonus that Executive would have earned shall be determined by the Company in good faith based on whether and to what extent the applicable performance targets were achieved), payable within three (3) business days following the Release Date;

          (3) continued participation for a period of eighteen (18) months following termination of employment at the Company’s expense for Executive and his then-eligible dependents in the Company’s group health plans pursuant to the Consolidated Budget Omnibus Reconciliation Act of 1985, as amended (“COBRA”); and

          (4) vesting of the Option shall be accelerated such that Executive will be vested in, and the Option will be exercisable as to, that number of shares that would have been vested and exercisable on the six (6) month anniversary of the termination of Executive’s employment. Executive shall have a period of 180 days following termination of employment to exercise the vested portion of the Option and any other vested options to acquire the Company’s common stock granted to Executive (provided that the term of assumed options shall in no event be extended.

               c.  Termination by the Company for Cause, by Executive’s Resignation without Good Reason or upon Executive’s Death or Disability .

               (i) If Executive’s employment is terminated by the Company for Cause, if Executive resigns without Good Reason, or if Executive’s employment is terminated by

reason of death or Disability, Executive shall have no further rights to any compensation or any other benefits under this Agreement other than the Accrued Rights.

               (ii) In the event that Executive’s employment is terminated by the Company for Cause, the Option and all other options to acquire the common stock of the Company issued to Executive, whether vested or unvested, shall terminate on the date of Executive’s termination of employment by the Company for Cause.

               d.  Definitions . The following capitalized terms used in this Agreement have the respective meanings set forth below:

               (i) “Cause” shall mean (i) dishonest or fraudulent statements or acts of Executive with respect to the Company or any of its affiliates, (ii) Executive’s conviction of, or entry of a plea of guilty or nolo contendere for, any crime that constitutes a felony or any misdemeanor (excluding minor traffic violations) involving moral turpitude, deceit, dishonesty or fraud, (iii) gross negligence or willful misconduct by Executive with respect to the Company or its subsidiaries, or (iv) a material breach by Executive of this Agreement and any other agreement to which Executive and the Company are now or hereafter parties.

               (ii) “Disability” shall mean a disability under Section 409A(a)(2)(C)(i) of the Code.

               (iii) “Good Reason” shall mean (i) the failure by the Company to comply with any material provision of this Agreement, (ii) the assignment to Executive of any duties materially inconsistent with Executive’s status as President and Chief Executive Officer of the Company or a reduction of Executive’s authority or title, including, but not limited to, Executive’s assignment following a Change of Control to a position where Executive is not Chief Executive Officer of the consolidated group of which the Company is a part; provided, however, that “Good Reason” shall cease to exist for an event described in this clause (ii) on the 60 ^th day following such assignment or reduction, unless Executive has given the Company written notice of his intention to resign prior to such date, (iii) a reduction by the Company of Executive’s base salary or bonus opportunity, or (iv) the transfer of Executive’s primary workplace to a location that is more than fifty (50) miles from Livermore, CA; provided, however, that if Executive enters into a separate written agreement to waive any of the clauses above, such agreement shall cause that clause not to constitute “Good Reason”.

               e.  No Mitigation or Offset . Notwithstanding anything herein to the contrary, the amount of any payment or benefit provided for in Section 8 shall not be reduced, offset or subject to recovery by the Company or any of its affiliates by reason of any compensation earned by Executive as the result of employment by another employer after Executive’s employment with the Company terminates.

               f.  Section 4999 .

               (i) Prior to an IPO, in order to allow Executive to avoid the 20% excise tax imposed under Section 4999 of the Code, Executive and the Company shall use commercially reasonable efforts to obtain stockholder approval in accordance with the terms of Section 280G(b)(5) of the Code in connection with any “change in the ownership or effective

control” of the Company or any “change in the ownership of a substantial portion of the assets” of the Company (each as defined under Section 280G of the Code).

               (ii) In the event that, despite the efforts taken pursuant to Section 8(f)(i), any amounts payable under this Agreement or otherwise to Executive would (1) constitute “parachute payments” within the meaning of Section 280G of the Code, or any comparable successor provisions, and (2) but for this Section 8(f)(ii) would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then such amounts payable to Executive hereunder shall be either:

          (A) provided to Executive in full, or

          (B) provided to Executive as to such lesser extent that would result in no portion of such benefits being subject to the Excise Tax,

          whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8(f)(ii) shall be made in writing in good faith by a nationally recognized accounti