ACTIVANT GROUP INC. STOCK OPTION GRANT NOTICE 2006 Stock Incentive Plan

Exhibit 10.22

ACTIVANT GROUP INC.
STOCK OPTION GRANT NOTICE
2006 Stock Incentive Plan

     Activant Group Inc. (“ Company ”), pursuant to its 2006 Stock Incentive Plan (“ Plan ”), hereby grants to the “Optionholder” identified below a stock option (the “ Option ”) to purchase the number of shares (“ Shares ”) of the Company’s Common Stock set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.

Optionholder:
Date of Grant:
Vesting Commencement Date:
Number of Shares Subject to Option:
Exercise Price (Per Share):
Total Exercise Price:
Expiration Date:

Type of Grant :		Nonstatutory Stock Option
Exercise Schedule :		Same as Vesting Schedule.
Vesting Schedule :		-		20% of the Shares vest 12 months after the Vesting Commencement Date
		-		5% of the Shares vest on the last day of each three-month period thereafter over the next 48 months

Method of Payment Upon Exercise : Such methods as are set forth in Section 3 of the attached Option Agreement

Additional Terms/Acknowledgements : The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant Notice, the Option Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only:

Other Agreements: The Option is also subject to the terms of [(1) the Employment Agreement dated as of [       ], between the Optionholder and the Company and (2)] the [Employee] Stockholders Agreement dated as of                      ___, 2006, executed by the stockholders of the Company.

ACTIVANT GROUP INC.						OPTIONHOLDER
By:
		Signature						Signature
Title:						Date:
Date:

Attachments: Option Agreement, 2006 Stock Incentive Plan, and Notice of Exercise

ACTIVANT GROUP INC.
2006 STOCK INCENTIVE PLAN

OPTION AGREEMENT

          Pursuant to your Stock Option Grant Notice (“ Grant Notice ”) and this Option Agreement, Activant Group Inc. (the “ Company ”) has granted you a stock option under its 2006 Stock Incentive Plan (the “ Plan ” ) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. For the avoidance of doubt, the terms and conditions of the Grant Notice are a part of the Option Agreement, unless otherwise specified.

          The details and terms and conditions of this Option Agreement shall govern your Option, notwithstanding any less favorable terms and conditions on the same matter set forth in the Plan:

           1. Vesting.

           (a) Subject to the limitations contained herein, your Option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.

           (b) Notwithstanding any provision of this Option Agreement to the contrary, in the event of the consummation of a Change in Control of the Company, the Option shall, to the extent not then vested and not previously cancelled or terminated, accelerate and immediately become fully vested and exercisable.

           2. Number of Shares and Exercise Price . The number of shares of Common Stock subject to your Option and your exercise price per share referenced in your Grant Notice may be adjusted from time to time for various adjustments in the Company’s equity capital structure, as provided in the Plan.

           3. Method of Payment .

           (a) Payment of the exercise price is due in full upon exercise of all or any part of your Option. You may elect to make payment of the exercise price in cash or by check. Alternatively, in the Company’s sole discretion at the time your Option is exercised and provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal , pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds. Notwithstanding the terms of the previous sentence, you may not be permitted to exercise your Option pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board if such exercise would violate the provisions of Section 402 of the Sarbanes-Oxley Act of 2002.

           (b) The Company may permit you to make payment of the exercise price, in whole or in part, in shares of Common Stock having a Fair Market Value equal to the amount of the aggregate exercise price or such portion thereof, as applicable; provided , however , that you must satisfy all such requirements as may be imposed by the Board including without limitation that you have held such shares for not less than six months (or such other period as established from time to time by the Board in order to avoid a supplemental charge to earnings for financial accounting purposes).

           (c) Where you are permitted to pay the exercise price of an Option and/or taxes relating to the exercise of an Option by delivering shares of Common Stock, you may, subject to procedures satisfactory to the Board, satisfy such delivery requirement by presenting proof that you are the Beneficial Owner of such shares of Common Stock, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of shares from the Shares acquired by the exercise of the Option.

           4. Whole Shares . You may exercise your Option only for whole shares of Common Stock.

           5. Securities Law Compliance . Notwithstanding anything to the contrary contained herein, you may not exercise your Option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of your Option must also comply with other Applicable Laws governing your Option, and you may not exercise your Option if the Company determines that such exercise would not be in material compliance with Applicable Law.

           6. Term . You may not exercise your Option before the commencement of its term on the Date of Grant or after its term expires. Subject to the provisions of the Plan and this Option Agreement, you may exercise all or any part of the vested portion of the Option at any time prior to the earliest to occur of:

           (a) the date on which your Continuous Service is terminated for Cause;

           (b) three (3) months after the termination of your Continuous Service other than a termination for Cause or by reason of your death or Disability;

           (c) twelve (12) months after the termination of your Continuous Service due to your Disability or death; or

           (d) the Expiration Date.

           (e) Extension if Exercise is Prevented . Notwithstanding the foregoing, if the exercise of your Option is prevented within the applicable time periods set forth in Sections 6(b) or (c) as a result of the operation of Section 5 above, or Section 6(h) or Section 13 of the Plan, your Option shall not expire before the date that is thirty (30) days

after the date that you are notified by the Company that the Option is again exercisable, but in any event no later than the Expiration Date indicated in your Grant Notice.

           7. Exercise Procedures.

           (a) Subject to Section 5 above and other relevant terms and conditions of the Plan and this Option Agreement, you may exercise the vested portion of your Option during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Company’s Chief Financial Officer, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then reasonably require.

           (b) By exercising your Option, you agree that, as a condition to any exercise of your Option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (1) the exercise of your Option, or (2) other applicable events.

           (c) By exercising your Option, you agree that the Company (or a representative of the underwriter(s)) may, in connection with the first underwritten registration of the offering of any equity securities of the Company under the Securities Act (or any underwritten registration of any securities of the Company prior to that time), or as otherwise required pursuant to the terms of the Applicable Stockholders Agreement, require that for a specified period of time, you not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, or may impose such other restrictions on transfer to the same extent as the Initial Investors. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to your shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 7(c) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

           (d) As a condition of any exercise of your Option, you and your spouse, if any, agree that prior to the effectiveness of the first underwritten registration of the Company’s equity securities under the Securities Act, you shall not transfer any or all of the shares of Common Stock purchased upon exercise of your Option unless pursuant to the terms of the Applicable Stockholders Agreement.

           8. Documents Governing Issued Common Stock . Shares of Common Stock that you acquire upon exercise of your Option are subject to the terms of the Plan, the Applicable Stockholders Agreement, the Company’s bylaws, the Company’s certificate of incorporation, any agreement relating to such shares of Common Stock to which you become a party, or any

other similar document. You should ensure that you understand your rights and obligations as a stockholder of the Company prior to the time that you exercise your Option.

           9. Limitations on Transfer of Options . You may transfer all or any portion of your vested Option to a trust or custodianship, the beneficiaries of which may include only you, your spouse or your lineal descendants (including children by adoption and step children) (an “ Eligible Transferee ”); provided that such Eligible Transferee shall have executed a transfer agreement in a form determined by the Company to ensure such Eligible Transferee is subject to the same restrictions on that portion of the Option transferred to such Eligible Transferee as if the transfer had not occurred.

           10. Option Not a Service Contract . Your Option is not an employment contract, and nothing in your Option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company or any of its Affiliates, or of the Company or any of its Affiliates to continue your employment. In addition, nothing in your Option shall obligate the Company or any of its Affiliates, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant or otherwise for the Company or any of its Affiliates.

           11. Withholding Obligations.

           (a) At the time you exercise your Option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “same day sale” program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company and Applicable Law, including, but not limited to, Section 402 of the Sarbanes-Oxley Act of 2002) any sums required to s