Activant Solutions Inc. Deferred Compensation Plan Amended and Restated

Activant Solutions Inc.
Deferred Compensation Plan Amended and Restated
Effective: January 1, 2008

Activant Solutions Inc. Deferred Compensation Plan
Amended and Restated: January 1, 2008 Activant Solutions Inc.
Deferred Compensation Plan WITNESSETH :       WHEREAS, Triad Systems Corporation ("Triad") established, effective April 1, 1994, the Triad Systems Corporation Deferred Compensation Plan (the "Plan"), an unfunded nonqualified deferred compensation plan for a select group of management or highly compensated employees; and       WHEREAS , the Plan was amended and restated in its entirety, effective October 1, 1996; and       WHEREAS , Triad was merged with and into Cooperative Computing, Inc., dba CCI/Triad (the "Company") during 1997, and, by virtue of the corporate merger, the Company succeeded as sponsor of the Plan and renamed the Plan as the CCI/Triad Deferred Compensation Plan: and       WHEREAS , effective October 8, 2003, the name of the Company was changed to Activant Solutions Inc.; and       WHEREAS , the Plan is subject to section 409A of the Internal Revenue Code ("section 409A"); and       WHEREAS , the Company wishes to amend the Plan to comply with section 409A, to rename the Plan to reflect the change in the Company’s name, to amend the Plan in certain other respects, and to restate the Plan in its entirety;       NOW , THEREFORE , the Plan is hereby renamed the Activant Solutions Inc. Deferred Compensation Plan , effective as of October 8, 2003, and is hereby amended and restated in its entirety as set forth in this document with no interruption in time, effective as of January 1, 2008, except as otherwise stated herein and except that provisions of the Plan required to have an earlier effective date by applicable statute and/or regulation will be effective as of such earlier date:

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Table of Contents

I.
Definitions and Construction       1.1 Definitions . Where the following capitalized words and phrases appear in the Plan, each has the respective meaning set forth below, unless the context clearly indicates to the contrary.

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      1.2 Number . Wherever appropriate herein, words used in the singular will be considered to include the plural, and words used in the plural will be considered to include the singular.       1.3 Headings . The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text will control. All references to Articles, Sections, Subsections, and Paragraphs are to this document unless otherwise stated.       1.4 Top Hat Plan . The Plan is intended to constitute an unfunded, unsecured plan of deferred compensation for a select group of management or highly compensated employees of the Employer within the meaning of ERISA, and all provisions of the Plan are to be construed in accordance with such intent.       1.5 Severability . If any provision of the Plan is held to be illegal or invalid for any reason, said illegality or invalidity will not affect the remaining provisions hereof; instead, each provision will be fully severable, and the Plan will be construed and enforced as if said illegal or invalid provision had never been included herein.       1.6 Governing Law . All provisions of the Plan will be construed in accordance with the laws of the state of Texas (without regard to any conflicts of laws principles that refer to the laws or jurisdiction of any other state) except to the extent preempted by federal law.

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II.
Participation       2.1 Eligibility to Participate in the Plan . Each individual who is both (1) an Eligible Employee and (2) employed in an employment position designated by the Company as a Plan-eligible employment position is eligible to become a Participant in the Plan. The Committee will notify each individual who is newly eligible to become a Participant promptly after such individual first becomes (or again becomes after a termination of participation) eligible.       2.2 Commencement of Participation . Each Eligible Employee who becomes eligible to participate in the Plan pursuant to Section 2.1 may become a "Participant" by executing and filing with the Committee a Compensation Deferral election in the manner and within the time period provided in Section 3.1. The preceding notwithstanding, each Participant who is a Participant in the Plan on the day prior to the Restatement Effective Date will, subject to Section 2.3, remain a Participant on the Restatement Effective Date. Once an Eligible Employee commences participation in the Plan, he or she will remain a Participant until his or her participation terminates in accordance with Section 2.3.       2.3 Termination of Participation .           2.3.1 Each Eligible Employee who has become, or is entitled to become, a Participant in the Plan will cease to be, or be entitled to be, a Participant effective as of the earliest to occur of (1) the date of termination of the Plan, (2) the date such individual is no longer an Eligible Employee, (3) the date such Eligible Employee is no longer employed in a Plan-eligible employment position, or (4) any earlier date designated by the Board or the Compensation Committee and communicated to the affected individual prior to the effective date of such action.           2.3.2 Each former Participant who continues to have a positive balance in any of his or her Accounts under the Plan after his or her participation ceases in accordance with Subsection 2.3.1 will be treated as a "Participant" for purposes of the Plan until all of his or her Accounts have been distributed under the terms of the Plan, except that such Participant will not be eligible to elect Compensation Deferrals or to receive an allocation of Employer Credits unless and until such former Participant resumes participation in the Plan in accordance with Section 2.4.       2.4 Resumption of Participation . Each former Participant whose participation (or right to participate) has terminated in accordance with Subsection 2.3.1 will not be entitled to commence or resume participation in the Plan (except as provided for former Participants with any undistributed positive Account balance in Subsection 2.3.2) unless and until such former Participant again becomes and Eligible Employee who is eligible to become a Participant in accordance with Section 2.1 and commences participation in accordance with Section 2.2.

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III.
Deferrals and Credits       3.1 Compensation Deferrals .           3.1.1 Each Plan Year each Participant may elect to defer, as "Compensation Deferrals" for such Plan Year, receipt of his or her Compensation for such Plan Year as follows:           (1) Any integral percentage (from 0% to 100%) of such Participant’s Base Salary payable for such Plan Year;           (2) Any integral percentage (from 0% to 100%) of such Participant’s Bonus payable solely for services performed during such Plan Year; and/or           (3) Any integral percentage (from 0% to 100%) of such Participant’s Bonus that is Performance Based Compensation (and is not included in Paragraph (2) above) and that is payable for a fiscal year or other performance period of at least 12 months that ends on or after June 30 of such Plan Year; provided, however, that a Participant may not elect to defer Bonus under this Paragraph (3) if (i) such Participant has not been employed by the Employer or a Related Company from the date that the performance criteria were established for such Bonus through the date of such Compensation Deferral election or (ii) at the time of such Bonus Compensation Deferral election, the amount of such Bonus has become "readily ascertainable" (within the meaning of Treas. Reg. § 1.409A-1(e)). The preceding sentence notwithstanding, the Committee in its discretion may apply a minimum and/or a maximum percentage for Base Salary and/or Bonus Compensation Deferrals for any Plan Year, which will be communicated to the Participants prior to the beginning of the period for making Compensation Deferral elections for such Plan Year.           3.1.2 Except as provided in Subsections 3.1.3 and 3.1.5, each Participant’s election under Subsection 3.1.1 to make Compensation Deferrals for a Plan Year, to change his Compensation Deferral election for a Plan Year, or to cancel his existing Compensation Deferral election for a Plan Year must be made on or before the Election Date for such Plan Year and in the manner and within the time period required by the Committee. A Participant’s election to make, change, or cancel Compensation Deferrals for a Plan Year will become effective as of the first day of such Plan Year.           3.1.3 If an Eligible Employee initially becomes eligible to participate in the Plan pursuant to Section 2.1 on or after the first day of a Plan Year, such Eligible Employee may elect to make Compensation Deferrals under Subsection 3.1.1 for the remainder of the Plan Year if such Eligible Employee properly completes the election procedures required by the Committee within 30 days after such Eligible Employee first becomes so eligible. Such Compensation Deferral election will become effective as of the first day of the first administratively practicable payroll period coincident with or next following the proper and timely completion of such election procedures. An election made pursuant to this Subsection 3.1.3 will apply only to Base Salary and Bonus payable solely for services performed during the Plan Year after the proper and timely completion of such election procedures. An Eligible Employee will not be considered to be initially eligible for purposes of making the election under this Subsection 3.1.3 if such Eligible Employee was eligible to participate in the Plan (or in any other nonqualified deferred compensation account balance plan maintained by the Employer or a Related Company) at any time during the 24-month period ending on the dale such Eligible Employee becomes eligible to participate in the Plan pursuant to Section 2.1.

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          3.1.4 Except as provided Subsection 3.1.5, a Participant’s Compensation Deferral election for a Plan Year (including an election not to make Compensation Deferrals for such Plan Year) will be irrevocable for the entire Plan Year (or remainder of the Plan Year, as applicable) even if a Participant terminates participation in the Plan pursuant to Subsection 2.3.1 (other than by reason of the Plan termination) during such Plan Year. In addition, a Participant’s Base Salary Compensation Deferral election for a Plan Year (including an election not to make Base Salary Compensation Deferrals for such Plan Year) will remain in effect for all succeeding Plan Years until changed or revoked by such Participant by making a new Compensation Deferral election in accordance with Subsections 3.1.1 and 3.1.2; provided, however, that a Base Salary Compensation Deferral election of a Participant who terminates participation in the Plan during a Plan Year will expire automatically at the end of such Plan Year and will not carry over to any succeeding Plan Year. A Participant’s Bonus Compensation Deferral election will expire at the end of each Plan Year, and a Participant must make a new Compensation Deferral election with respect to his or her Bonus each Plan Year in accordance with Subsections 3.1.1 and 3.1.2 in order to defer his or her Bonus for such Plan Year.           3.1.5 Subsection 3.1.4 notwithstanding, upon application by the Participant, if the Committee determines that the Participant has suffered an Unforeseeable Financial Emergency or has taken a hardship distribution under the Employer’s 401(k) plan pursuant to Treas. Reg. § 1.401(k)-1(d)(3), the Participant’s Compensation Deferral election then in effect will be canceled prospectively as soon as administratively practicable after such determination. If the Participant’s Compensation Deferral election is so canceled, the Participant may not again elect to make Compensation Deferrals until the first day of any Plan Year following the effective date of such cancellation (and only then by making a new Compensation Deferral election in accordance with Subsections 3.1.1 and 3.1.2).           3.1.6 Each Participant’s Compensation Deferral election will be effected by deductions from such Participant’s Compensation as follows: (1) a Participant’s Base Salary Compensation Deferrals for a Plan Year (or portion of the Plan Year, if applicable) will be deducted from such Participant’s Base Salary each pay period during such Plan Year and (2) a Participant’s Bonus Compensation Deferrals for a Plan Year (or portion of the Plan Year, if applicable) will be deducted from such Participant’s Bonus when the Bonus for which such election was made would otherwise be paid.       3.2 Employer Credits . As of any date or dates selected by the Employer, the Employer in its discretion may credit a Participant with Employer Credits. The amount of any Employer Credits for any Participant will be an amount, if any, that the Employer in its discretion determines. Employer Credits may be made on behalf of one or some Participants and not others, and such credits may vary in amount among individual Participants. Employer Credits may be made at any time during the Plan Year.

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IV.
Establishment and Maintenance of Accounts       4.1 Establishment of Plan Year Accounts . As of the first day of each Plan Year (or any later date during such Plan Year on which a Participant first commences participation in the Plan), a Compensation Deferral Account and an Employer Credits Account will be established for each Participant.       4.2 Selection of Deferred Payment Date for Each Plan Year’s Accounts .           4.2.1 Each Participant must select, at the time the Participant elects Compensation Deferrals for a Plan Year, a Deferred Payment Date for the amounts credited to his or her Compensation Deferral Account for that Plan Year. The Deferred Payment Date for a Plan Year may be any date that is at least three years after the first day of such Plan Year. The Deferred Payment Date for a Participant’s Employer Credits Account for a Plan Year will be the same date the Participant elects for his or her Compensation Deferral Account for the Plan Year. If a Participant fails to designate a Deferred Payment Date for his or her Compensation Deferral Account for a Plan Year (or if the Participant does not elect to make Compensation Deferrals for such Plan Year), the Deferred Payment Date for such Participant’s Compensation Deferral Account (and for his or her Employer Credits Account) for such Plan Year will be the date of such Participant’s Termination of Employment.           4.2.2 A Participant may elect at any time a change of the existing Deferred Payment Date for his or her Accounts for a Plan Year subject to the following conditions: (1) the new Deferred Payment Date must apply to all of the Participant’s Accounts for such Plan Year and (2) the new Deferred Payment Date must be (i) a date that is at least five years after the existing Deferred Payment Date, (ii) communicated in writing to the Committee within the time period and on the form required by the Committee, (iii) requested by the Participant at least one year prior to the existing Deferred Payment Date, and (iv) approved by the Committee. The preceding notwithstanding, a Participant who has begun to receive a distribution of his or her Account(s) for a Plan Year in installments may not change the Deferred Payment Date with respect to such Account(s). A change to a Deferred Payment Date elected under this Subsection 4.2.2 will not take effect until 12 months after the date on which such election is so made.       4.3 Selection of Form of Benefit Payment for Each Plan Year’s Accounts .           4.3.1 Each Participant must elect, at the time the Participant elects Compensation Deferrals for a Plan Year, one of the following forms of payment for all amounts credited to his or her Accounts for that Plan Year:           (1) A single lump sum cash payment.           (2) Annual installment cash payments for a term certain for a number of years, not to exceed ten, payable to such Participant and, in the event of such Participant’s death prior to the end of such term certain, the remainder of such Participant&#821