COMMERCIAL OFFICE LEASE

Exhibit 10.32

COMMERCIAL OFFICE LEASE

by and between

ROHO ULTIMATE, LTD. II, a Florida limited partnership
(“Landlord”)

and

ULTIMATE SOFTWARE GROUP, INC., a Delaware corporation
(“Tenant”)

COMMERCIAL OFFICE LEASE

      THIS LEASE , made and entered into this                       day of                                          ,                      , by and between ROHO Ultimate, Ltd. II, a Florida limited partnership (hereinafter referred to as “Landlord”) and ULTIMATE SOFTWARE GROUP, INC., a Delaware corporation (hereinafter referred to as “Tenant”);

W I T N E S S E T H: THAT

     In consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be observed and performed, the Landlord demises and leases to the Tenant, and Tenant takes, accepts and rents from Landlord, the premises hereinafter described, for the period, at the rental, and upon the terms and conditions hereinafter set forth.

ARTICLE I

DEMISED PREMISES

      Section 1.01 — Demised Premises: The Landlord demises and leases to the Tenant, and the Tenant rents from Landlord, that certain real property located in Broward County, Florida and more particularly described on Exhibit “A” attached hereto, (the “Property”) together with all improvements located or to be located thereon, including but not limited to a two-story office building and training rooms to be known as the Ultimate Software Group Building II, located in Town Center Circle, in the City of Weston, County of Broward, and State of Florida, (the “Demised Premises,”) Landlord shall be responsible for designing and constructing the building and improvements as described in Exhibit “B” hereto. In the event that any item in said Exhibit “B” is not accompanied by a corresponding specification and there is a resulting dispute or question as to the intent of the parties as to such specification, or in the event that there is an unintentional omission from such plans as to an item that would clearly be required in order to complete the building and improvements in accordance with Exhibit “B” hereto and would clearly not be Tenant’s responsibility under Exhibit “C” hereto and there is a resulting dispute or question as to the intent of the parties as to such item, then in either such event the parties agree that such missing specification or item shall be equal in design and construction to the Phase I Building of Ultimate Software Group located at 2000 Ultimate Way, Weston, FL (the “Phase I Ultimate Building”).

ARTICLE II

TERM

      Section 2.01 — Length of Term: The length of this Lease shall be for a term of fifteen (15) years (the “Term”), or as set forth below, unless otherwise terminated or extended as provided herein.

      Section 2.02 — Commencement Date: The term of this Lease shall commence on a date that is the later of (a) the date Landlord obtains a Certificate of Occupancy, or (b) the date that Landlord Improvements (as defined in section 4.01 below) are substantially complete so that all of the Demised Premises can be occupied by Tenant for Tenant to conduct business operations (the “Commencement Date”). If the Tenant occupies the Demised Premises prior to the Commencement Date, such early occupancy shall be subject to all terms and conditions contained in this Lease. All property of Tenant brought upon the Demised Premises shall be kept at Tenant’s sole risk, provided however that Landlord shall be responsible for any damages caused by the gross negligence or willful misconduct of Landlord, it’s contractors, subcontractors, agents and/or employees.

      Section 2.03 — Option to Renew: Provided Lessee shall not be in default hereunder and upon one hundred eighty (180) days’ written notice prior to the end of the Term, Lessee shall have one (1) option to renew this Lease for a term of five (5) years (“Option Term”).

      Section 2.04 — By virtue of occupying the Demised Premises and subject to any “punch list” items and the Warranty Obligations (as defined in section 4.01 hereof), Tenant shall conclusively be

deemed to have accepted the Demised Premises and the Property and to have acknowledged that the Landlord has satisfied all of its construction obligations as required by this Lease.

ARTICLE III

      Section 3.01 — Payment of Rent: Tenant hereby covenants and agrees to pay rent to Landlord, which rent shall be as hereinafter provided. The payment of said Rent shall begin on the Commencement Date. In the event the Commencement Date occurs on a day other than the first day of a month, Tenant shall pay rent for the fractional month on a per diem basis (calculated on the basis of a thirty [30] day month) until the first day of the month following such Commencement Date, and thereafter the Rent shall be paid in equal monthly installments on the first day of each and every month in advance. Said Rent shall be paid to the Landlord at 3325 South University Drive, Suite 210, Davie, FL 33328-2020, or at such other place as may be designated in writing from time to time by Landlord.

      Section 3.02 — Rent:

     A. Tenant shall pay to Landlord during the first year of this Lease, commencing on the Commencement Date (the “Initial Lease Year”), and as adjusted pursuant to Section 3.02 (B) of this Lease, without any prior notice or demand therefor, and without any deduction or setoff, except for the Warranty Obligations and/or the guarantor obligations pursuant to section 12.18 hereof and the Guaranty To Lease attached hereto, a total fixed minimum annual rental of $453,195.24 per annum, payable in equal monthly installments of $37,766.27 , plus sales tax and use tax as required by law. The parties acknowledge that the amount of fixed minimum annual rental has been arrived at by calculating $21.19 per square foot per annum, based on an assumed square footage of 21,392 feet of Demised Premises (as measured including the exterior faces of exterior walls). Rent shall be payable in advance on the first day of each and every calendar month, as provided in Section 3.01 hereof.

     B. Commencing with the second year of this Lease, for a term of twelve (12) months, and for each successive year of this Lease, fixed minimum annual rent shall be adjusted in accordance with CPI as more fully set forth in this Article III, Section 3.03 below with a minimum increase of three percent (3%) per annum and a maximum increase of six percent (6%) per annum, whereupon the adjusted Rent shall be payable in equal monthly installments, plus applicable sales tax and use tax as required by law. Rent shall be payable in advance on the first day of each and every calendar month, as provided in Section 3.01 hereof.

     C.  INTENTIONALLY OMITTED:

     D. Late fee: Any payment not received by Landlord by the tenth (10th) day of the month shall be considered in arrears and in default of the terms hereof and shall be subject to a late charge in the amount of one (1%) percent of the monthly rent, which Tenant agrees to pay along with the late rent in the form of a cashier’s check, certified check or money order.

     E. Returned Checks: In the event that Tenant’s check is returned for any reason, Tenant agrees to pay Landlord $50.00 as a handling charge in addition any applicable late charge. Returned checks must be redeemed by cashier’s check, certified check or money order. In the event that more than one (1) check is returned, Tenant agrees to pay all subsequent rents and charges by cashier’s check, certified check or money order.

      Section 3.03 — Cost of Living Increase in Fixed Minimum Annual Rent: “CPI” is hereby defined as the Consumer Price Index For All Urban Consumers and Wage Earners and Clerical Workers (U.S. City Average: All Items) issued by the Bureau of Labor Statistics of the U.S. Department of Labor, using the year 1982-84 as a base of 100. At the commencement of each year of this Lease, and each year thereafter, the fixed minimum annual rent shall be adjusted by multiplying said rent by a fraction, the numerator of which shall be the Index Number for the month preceding the commencement of the successive year of this Lease, and the denominator of which shall be the Index Number for the month of the commencement of the Term of this Lease, subject to the minimum and maximum increases provided in section 3.02(B) above. In the event that the Index

herein referred to ceases to be published during the term of this Lease, or if a substantial change is made in the method of establishing such Index, then the determination of the adjustment in the fixed minimum annual rent shall be made with the use of such conversion factor, formula or table as may be published by the Bureau of Labor Statistics, or if none is available, the parties shall accept comparable statistics on the cost of living in the United States, as shall then be computed and published by an agency of the United States, or if none, by a respected financial periodical selected by Landlord. Further, if the publication of the Index is delayed or receipt of same is untimely, then the Rent shall be adjusted as soon as the Index is received, and the Tenant agrees to pay any adjustments in rent for those months which may not have been calculable due to the unavailability of the Index.

ARTICLE IV

IMPROVEMENTS

      Section 4.01 — Improvements by Landlord: (a) Landlord shall be responsible for any and all improvements to the Demised Premises as set forth on Exhibit “B” attached hereto and made a part hereof (“Landlord Improvements”), and shall not be responsible for any other improvements to the Demised Premises. Landlord warrants that the design and construction of the Landlord Improvements will be (i) performed in a good and workmanlike manner, (ii) in compliance with the Plans, Specifications and other documents which constitute Exhibit “B” hereto, (iii) in accordance with all applicable laws, regulations and codes including but not limited to the applicable building code and that (iv) all labor, materials and equipment are free from defects, such warranty to expire one (1) year from the Commencement Date except as to latent defects existing but undetected during said one year period which Landlord hereby warrants against for the entire term of this Lease (the warranties contained in this sentence referred to herein as the “Warranty Obligation”). In the event that any changes are required by the applicable governmental authorities in order for Landlord to obtain a permit for construction of Landlord’s Improvements or in order to otherwise comply with the requirements of such governmental authority then the parties will jointly determine and agree to such changes which shall, to the extent possible, be resolved in a manner so that the building design and construction is equal to the Phase I Ultimate Building.

     (b) Tenant shall be responsible for reimbursing Landlord for one hundred percent of the costs of Landlord’s Improvements in the amount of Six Hundred And Forty Eight Thousand Six Hundred And Fifty Five Dollars and No Cents ($648,655.00) (the “Tenant Reimbursement”). Tenant shall deliver such Tenant Reimbursement as follows: commencing thirty (30) days following issuance of the building permit for Landlord’s Improvements, Tenant shall deliver one twelfth (l/12th) of the Tenant Reimbursement (Fifty Four Thousand And Fifty Four Dollars and Fifty Eight Cents ($54,054.58)) to Landlord per month for twelve consecutive months until said Tenant Reimbursement is paid in full. Landlord shall be responsible for any and all additional costs of Landlord’s Improvements except for costs arising from Tenant requested modifications, alterations or additions to Landlord’s Improvements. In the event that Tenant desires any such modifications, alterations or additions, then (a) Tenant shall notify Landlord, (b) Landlord shall conduct an analysis of Tenant’s request, at Landlord’s discretion using third parties, so as to complete Exhibit “D” hereto for such request, (c) Landlord shall deliver the completed Exhibit “D” to Tenant, (d) should Landlord and Tenant both agree in writing as to such Exhibit “D” analysis, then Tenant shall be fully responsible for all costs and expenses described on said Exhibit “D”, including but not limited to (i) overhead and profit as described therein, and (ii) reimbursement for time delays as described therein. Should Tenant believe that the Exhibit “D” analysis is unreasonable, then Tenant may consult with Synalovski Architects for its opinion of the Exhibit “D” analysis, and (i) if Synalovski Architects finds that the Exhibit “D” analysis is reasonable then such analysis shall remain unchanged, or (ii) if Synalovski Architects finds that the Exhibit “D” analysis is unreasonable then Synalovski Architects shall provide specific proposed modifications thereto which may be accepted by Landlord and Tenant, in their sole discretions, or (iii) if Synalovski Architects finds that the Exhibit “D” analysis is unreasonable and provides specific proposed modifications thereto which are not acceptable to either Landlord or Tenant, in their sole discretion, then a third party architect shall be chosen by Synalovski Architects to provide specific proposed modifications as to Exhibit “D” which shall be binding on Landlord and Tenant. In the event that either Landlord or Tenant does not approve, in writing at their sole discretions, of the proposed Tenant modifications based on the final Exhibit “D” analysis, then such proposed modifications shall not be performed by Landlord. All Exhibit “D” costs and

expenses for Tenant’s requested modifications, alterations or additions shall be paid by Tenant within ten (10) days after completion of such modifications, alterations or additions. Tenant shall have the right to audit the records of Landlord, its agents, contractors, subcontractors (to the extent Landlord has such rights), etc. in order to verify any amounts due from Tenant to Landlord.

      Section 4.02 — Improvements by Tenant: Tenant, at its sole cost and expense, shall be responsible for all improvements to the Demised Premises except as provided to the contrary in Section 4.01 hereof. Provided however, that before any such improvements are made, Tenant shall submit its plans, drawings and specifications to Landlord for Landlord’s approval which approval shall be in writing and shall not be unreasonably withheld and provided that any and all improvements to be made by Tenant meet all applicable building codes and/or zoning requirements as may be required by the appropriate governmental authorities and that Tenant secure, in advance of commencement of any improvements, the requisite governmental approvals and permits. All bills shall be paid for in full, and Tenant does hereby agree to indemnify, defend and hold harmless Landlord from any and all liens, claims or demands in connection therewith. If any liens are placed against the Demised Premises, Tenant shall be responsible for clearing all such liens immediately, and, to the extent Landlord incurs any expenses (including attorney fees), Tenant shall be responsible for reimbursement. In the event that Tenant desires to perform any improvements to the Premises prior to the issuance of a certificate of occupancy for the Premises, then Tenant must obtain the consent of Landlord, at Landlord’s sole discretion, of the contractor to be hired by Tenant to perform such improvements. Tenant hereby acknowledges that under these circumstances, it would be unusual to have Tenant’s contractor or subcontractor perform Tenant’s improvements prior to the issuance of a certificate of occupancy and such improvements may cause liability or delays to Landlord for which Tenant hereby specifically agrees to be financially responsible. In addtion, Landlord will have no obligation whatsoever to approve any such contractor or subcontractor. Landlord hereby approves Silver Builders, Inc. as an acceptable contractor for Tenant’s improvements. In addition, Landlord acknowledges in advance that the following contractors and subcontractors will be permitted to perform the following work on the Tenant Improvements prior to the Certificate of Occupancy and Landlord shall cooperate with them, subject to the other provisions of this Section 4.02:

      Section 4.03 — Installation of Fixtures: Prior to the commencement of the Term, if Tenant enters upon the Demised Premises for the purpose of installing trade fixtures and furnishings, Landlord shall not be liable to Tenant for damage to or loss of such fixtures, equipment or furnishings. It is mutually agreed that all work performed or requested by the Tenant shall be subject to the approval of the Landlord’s architect, mechanical and electrical engineers with the exception of those which are similar to those in the Phase I Ultimate Building which Landlord consents to in advance. Landlord’s architects and engineers shall not unreasonably withhold approval and shall expeditiously respond to approval requests or, if Landlord shall fail to respond within thirty (30) days after receipt of any such request, then the same shall be deemed approved by Landlord.

      Section 4.04 — Roof Penetrations : Tenant shall not penetrate the roof of the Demised Premises without Landlord’s prior written consent. Tenant shall be responsible for the repair of roof leaks caused by such penetration even though Tenant has obtained Landlord’s prior written consent thereto.

ARTICLE V

USE BY TENANT

      Section 5.01 — Use of Premises: Tenant shall occupy and use the Demised Premises for any use permitted by law so long as such use does not violate section 5.02 hereof or any other provision of this Lease. Tenant shall continuously and uninterruptedly during the Term of this Lease conduct its customary business activity therein during all normal business days and hours, unless prevented from so doing by strikes, fire, casualty or other causes beyond Tenant’s control.

      Section 5.02 — Restrictions on Use: Tenant shall not use nor permit the Demised Premises to be used for any purpose other than that set forth in Section 5.01 above, will not use or suffer anyone to use, the Demised Premises, or any part thereof, for any purpose in violation of the laws of the United States, the State of Florida, or the ordinances and regulations of a county or a municipality having jurisdiction over the Demised Premises or in violation of any publicly recorded restriction. Tenant further covenants and agrees to execute and comply promptly with all statutes, ordinances, rules, orders, regulations and requirements of federal, state, county and city governments regulating the use by Tenant of the Demised Premises. Tenant will not use, or permit the use of the Demised Premises in any such manner that will tend to create a nuisance. The restrictions set forth in this Paragraph shall extend to all agents and employees of the Tenant. Tenant shall take good care of the Demised Premises, fixtures, appurtenances and all alterations, additions and improvements thereof; shall make all repairs in and about the Demised Premises as may be necessary to preserve same in good order and condition, which repairs shall be equal in quality to the original work; shall promptly pay the expenses of such repairs and shall promptly notify Landlord of damage that may occur to the Demised Premises.

      5.03 — Signs: Without Landlord’s prior consent and approval, Tenant shall not (a) install any exterior lighting, awnings, shades or exterior decorations or painting; (b) erect or install any exterior or interior window or door signs or advertising media, window or door lettering or placards or (c) keep or display any merchandise on, or otherwise obstruct the areaways adjacent to the premises. All signs must conform with the Landlord’s sign specifications and/or be approved by Landlord prior to installation which approval will not be unreasonably withheld. Landlord hereby approves signage and other items referred to in this Paragraph 5.03 which are similar and compatible in size, location, color and quality to that which exists as of the date that this Lease is executed by Landlord and Tenant for the Phase I Ultimate Building, subject to Tenant obtaining all governmental permits and approvals for same. Tenant shall pay for all signage except to the extent specifically included in Exhibit “B” attached hereto.

      5.04 — Utilities and Services: The Tenant shall be solely responsible for and shall promptly pay all charges for public utilities and/or private services rendered or furnished to the premises during the term hereof, including, but not limited to, heat, water, gas, electricity, rubbish disposal and sewer rental, together with all taxes or other charges based upon the use of such utilities. Landlord shall in no event be liable for the quality, quantity or interference of such services.

ARTICLE VI

MAINTENANCE AND REPAIRS

      Section 6.01 — Maintenance by Tenant: Tenant shall at all times keep the Demised Premises, including the foundations, exterior and structural walls and roof of the Demised Premises, fixtures, appurtenances, and all alterations, additions and improvements thereof, including, but not limited to all partitions, doors, equipment and all heating, air conditioning, lighting and plumbing fixtures, and the Property, including the parking areas, drives, lighting, underground or above ground utilities, fire protection systems and or security systems; in good order, condition and repair, any damage by unavoidable casualty excepted.

      Section 6.02 — Repairs by Tenant: Except (a) as caused by Landlord’s negligent or intentional act or omission, or (b) as provided elsewhere in this Lease relating to the Warranty

Obligations, Tenant shall make all repairs to the Demised Premises and the Property, including without limitation, structural repairs to the Demised Premises.

      Section 6.03 — Maintenance and Repairs by Landlord: If Tenant refuses or neglects to maintain or repair promptly the Property and/or the Demised Premises as required in Sections 6.01 and 6.02 hereof, in a reasonable time after written demand by the Landlord, the Landlord may, in addition to all other remedies provided herein, make such repairs without liability to Tenant for any loss or damage that may accrue to Tenant’s equipment, fixtures and/or other property; or to the loss of business occasioned by reason thereof; and further, upon completion of such maintenance or repairs, Tenant shall pay Landlord’s incurred costs occasioned by such maintenance or repairs. It is further agreed and understood that said billing of costs so incurred shall include interest at the highest rate allowed by law from the date of completion of the repairs by the Landlord. The same provision shall apply if Landlord fails to comply with the Warranty Obligations after written demand by Tenant.

      Section 6.04 — Alterations: Tenant shall not make any material alterations or additions to the Demised Premises, nor make any contract therefor, without first procuring Landlord’s written consent which shall not be unreasonably withheld. All alterations, additions and improvements made by Tenant to or upon the Demised Premises, except signs, electrical equipment or other removable trade fixtures or furnishings shall, when made or installed, be deemed to have attached to the Demised Premises and to have become the property of Landlord; provided, however, if prior to termination of this Lease, or within fifteen (15) days thereafter, Landlord so directs by written notice to Tenant, Tenant shall promptly remove the additions, improvements, trade fixtures and installations which were placed in the Demised Premises by the Tenant and which are designated in said notice and shall repair any damage occasioned by such removal, and in default thereof, Landlord may effect said removal and repair at Tenant’s expense and Tenant hereby agrees to pay same. All signs, electrical equipment, fixtures, furnishings and other personal property of Tenant kept on the Demised Premises and not removed prior to the expiration of the term or earlier termination thereof shall become the property of the Landlord, to do with as Landlord exclusively deems appropriate.

      Section 6.05 — Waiver of Claims: Neither Landlord nor Landlord’s agents nor servants shall be liable, and Tenant waives all claims for damage to persons or property sustained by Tenant or any occupant of the Demised Premises, or any equipment or appurtenance becoming out of repair, or resulting from any accident in or about the Demised Premises, or resulting directly or indirectly from any act or neglect of any tenant or occupant or of any other person except Landlord, its contractor, subcontractor, employee or agent. This Paragraph shall apply especially, but not exclusively, to the flooding of basements or other subsurface areas, and to damage caused by roof leaks, air conditioning apparatus, sprinkling devices, water, excessive heat or cold, falling plaster, broken glass, sewage, gas odors or noise, or the bursting or leaking of pipes or plumbing fixtures, and shall apply equally whether any such damage results from the act or neglect of other tenants, occupants or servants in the Property or of any other person and whether such damage be caused or result from any thing or circumstances above mentioned or referred to, or any other thing or circumstances, whether of a like nature or of a wholly different nature. All property belonging to Tenant or any occupant of the Demised Premises shall be there at the risk of Tenant or such other person only, and Landlord shall not be liable for damage thereto or theft or misappropriation thereof unless caused by Landlord.

      Section 6.06 — Landlord’s Right to Inspect: Landlord and its agents shall have free access to the Demised Premises during all reasonable hours for the purpose of examining same and to ascertain if they are in good repair, to make reasonable repairs which the Landlord may be required to make hereunder and to exhibit the same to prospective purchasers, lenders or tenants provided however neither Landlord nor its agents may unreasonably interfere with or disrupt Tenant’s business operations.

      Section 6.07 — Cleanliness and Waste: Tenant shall keep the Demised Premises and the areaways adjacent thereto and the Property at all times in a neat, clean and sanitary condition, free from waste or debris and shall neither commit nor permit any waste or nuisance thereon. Tenant shall procure trash containers adequate to handle Tenant’s trash accumulation.

      Section 6.08 — Triple Net Lease: Notwithstanding any provision in this Lease to the contrary, it is understood and agreed that this is a triple net lease with all costs, expense, taxes

(inclusive of real property taxes and assessments), insurances, repairs and maintenance to be paid by Tenant.

ARTICLE VII

INSURANCE

      Section 7.01 — Insurance by Tenant: Tenant shall procure, provide and pay for, and shall maintain throughout the term of this Lease, the following insurance coverages, in the following limits, in the name of the Tenant and with Landlord named therein as an additional insured:

(1) a policy of insurance covering the Tenant’s property in the Demised Premises in the amount determined by Tenant;

(2) a comprehensive general liability insurance against any and all claims for injuries to persons and property occurring in, upon, or about the Demised Premises during the Term of this Lease; such insurance, at all times, to be in an amount not less than One Million ($1,000,000) Dollars combined single limit per occurrence, $2,000,000.00 general aggregate; and

(3) casualty, fire, windstorm, flood and all risk insurance in the amount equal to the replacement cost of the Demised Premises, together with all improvements thereon.

All such insurance shall be written on a company or companies authorized to engage in the business of casualty and general liability insurance in the State of Florida, and there shall be delivered, by the Tenant, to the Landlord customary certificates evidencing such paid-up insurance, and certifying Landlord as an additional insured, which certificates are to be issued by the insurance companies, and delivered on a yearly basis at the commencement of each year during the Term of this Lease.

     The policies of insurance provided herein are to be provided by the Tenant, and shall be for a period of not less than one (1) year, it being understood and agreed that three (3) days prior to the expiration of any policy of insurance, the Tenant will deliver to the Landlord a binder or a renewal or new policy to take the place of the expiring policy, with the further understanding that, should the Tenant fail to furnish policies, as is provided in this Lease, and at the times herein provided, the Landlord may obtain such insurance, and the premiums on such insurance shall be deemed Additional Rental to be paid by the Tenant to the Landlord upon demand. Neither Landlord not Tenant shall make any claim for recovery against the other party and expressly waives any right of recovery against the other party for damage to or loss of the Demised Premises or improvements thereon, which damage or loss may arise by fire or any other peril covered by any policy of insurance containing a waiver of subrogation right against the other party in which said policy the claiming party is or may be the insured and when said loss is caused by or results from any acts of carelessness or negligence of the other party , its officers, employees or other persons under its control. Tenant further covenants and agrees to apply to its insurers for waiver of subrogation against Landlord, its agents and employees, and to obtain same if Tenant’s insurers will issue such waiver.

      Section 7.02 — Indemnity for Accidents: Tenant covenants and agrees that it will protect, defend and save and keep the Landlord forever harmless and indemnified against and from any penalty or damage or charges imposed for any violation of any laws or ordinances, whether occasioned by the neglect of Tenant or those holding under Tenant, and that Tenant will at all times protect, defend, indemnify