Activant Executive Severance Plan

Activant
Executive Severance Plan Amended and Restated
Effective as of December 31, 2008

Table of Contents

Appendix A (Specifically Designated Plan Participants)

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Activant Executive Severance Plan WITNESSETH :       WHEREAS, Activant Solutions Inc. (the "Company") wishes to provide severance benefits to certain of its employees upon the occurrence of certain involuntary terminations of employment;       NOW, THEREFORE, the Activant Executive Severance Plan which was originally adopted, effective January 1, 2005 is hereby amended and restated in its entirety as set forth in this document, effective as of November 1, 2007: 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.           (1) Base Pay : The actual base rate of compensation paid by the Employer to such Participant, including, as applicable, all wages, salaries, fees, and other amounts received in cash or in kind, and including amounts to which such Participant could have received in cash had he not elected to contribute to an employee benefit plan maintained by the Employer, but excluding commissions, bonuses, added premiums, allowables, employee benefits, deferred compensation, perquisites provided by the Employer, or other supplemental or incentive compensation, and determined as of the date of such Participant’s Qualified Termination           (2) Board : The Board of Directors of the Company.           (3) Cause : Either (a) "cause" as defined in the Participant’s employment agreement or (b) in the absence of such an agreement or such a definition, a determination by the Plan Administrator that the Participant (i) has engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (ii) is unable to satisfactorily perform or has failed to satisfactorily perform Participant’s duties and responsibilities for the Employer or any Employer affiliate, (iii) has been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (iv) has engaged in negligence or willful misconduct in the performance of his or her duties, including but not limited to willfully refusing without proper legal reason to perform Participant’s duties and responsibilities, (v) has materially breached any corporate policy or code of conduct established by the Employer or any Employer affiliate as such policies or codes may be adopted from time to time, (vi) has violated the terms of any confidentiality, nondisclosure, intellectual property, non-solicitation, non-competition, proprietary information and inventions, or any other agreement between Participant and the Employer related to Participant’s employment, or (vii) has engaged in conduct that is likely to have a deleterious effect on the Employer or any Employer affiliate or its legitimate business interests, including but not limited to its goodwill and public image.

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          (4) COBRA : The Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.           (5) Company : Activant Solutions Inc.           (6) Effective Date : The effective date of this amended and restated Plan is November 1, 2007.           (7) Eligible Employee : Each employee of the Employer who is (i) either a Senior Vice President, Executive Vice President or Vice President (each as designated by the Employer) of the Employer, or (ii) another senior executive level employee of the Employer who is specifically designated as an Eligible Employee by and in the discretion of the Plan Administrator and listed on Appendix A, as it may be amended from time to time (hereinafter referred to as "Specially Designated Participant"), except that "Eligible Employee" does not include the Chief Executive Officer of the Company.           (8) Employer : The Company and each Participating Entity.           (9) ERISA : The Employee Retirement Income Security Act of 1974, as amended.           (10) Participant : Each Eligible Employee who is participating in the Plan in accordance with Article II.           (11) Participating Entity : Each subsidiary or affiliate of the Company that has been designated as a participating entity pursuant to Section 8.6.           (12) Plan : This Activant Executive Severance Plan, as amended from time to time.           (13) Plan Administrator : The Chief Executive Officer of the Company.           (14) Qualified Termination : An involuntary termination of a Participant’s employment with the Employer, which is wholly initiated by the Employer and (i) is not a termination for Cause; (ii) is not a termination of employment as a result of such Participant’s death or disability; or (iii) is not a termination of employment with the Employer occurring as a result of or in connection with the sale or other divestiture of the Employer or the sale or other divestiture by the Employer of a division, subsidiary, assets, or other entity or business segment if such Participant continues employment, or is offered continued employment, with the acquirer of the Employer or such division, subsidiary, assets, or other entity or business segment within 30 days of such sale or divestiture and the terms of such continued employment (or offer of continued employment) do not require either (A) employment at a job site over 50 miles from such Participant’s job site immediately prior to such sale or divestiture or (B) a reduction of over 10% in the Base Pay immediately prior to such sale or divestiture.           (15) Severance Pay : The amount of Base Pay and Target Incentive Bonus payable to a Participant as a Severance Benefit in accordance with Article III.

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          (16) Severance Benefit : A benefit payable under the Plan in accordance with Article III.           (17) Target Incentive Bonus : The annualized target incentive bonus payable by the Employer to such Participant under the terms of the Employer’s incentive bonus program, as such program may be amended from time to time, in effect as of the date of such Participant’s Qualified Termination.       1.2 Number and Gender . 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. The masculine gender, where appearing in the Plan, will be deemed to include the feminine gender.       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 Clauses are to this document unless otherwise indicated. II. Participation       2.1 Eligibility . Each Eligible Employee (and only such individual) is eligible to become a Participant in the Plan.       2.2 Commencement of Participation . Each Eligible Employee who is employed on the Effective Date will become a Participant on the Effective Date. Each other Eligible Employee will become a Participant on the date he or she becomes an Eligible Employee. Any Eligible Employee whose eligibility is based on being named a Specially Designated Participant by the Plan Administrator, will become a Participant only upon such designation by the Plan Administrator.       2.3 Termination of Participation . An Eligible Employee who has become a Participant will cease to be a Participant as of the earliest to occur of (1) the date such Participant is no longer an Eligible Employee, (2) with respect to Specially Designated Participants, the termination of participation date designated by the Plan Administrator in his discretion and communicated to affected individual prior to the effective date of termination of participation, or (3) the effective date of termination of the Plan.       2.4 Resumption of Participation . An individual who ceases to be a Participant in accordance with Clause (1) or (2) of Section 2.3 will again become a Participant upon (and only upon) his or her again becoming an Eligible Employee and, if required, being named by the Plan Administrator as a Specially Designated Participant.

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III. Severance Benefits       3.1 Eligibility for Severance Benefit . Subject to the remaining Sections of this Article, a Participant will be eligible to receive a Severance Benefit if (and only if) such Participant’s employment with the Employer is terminated while he is a Participant and such termination is a Qualified Termination.       3.2 Severance Benefit .            3.2.1 Subject to Subsections 3.2.2 and 3.2.3, Section 3.3, and Section 3.4, a Participant who becomes eligible under Section 3.1 will be entitled to receive a "Severance Benefit" as follows:            A. Senior Vice Presidents/Executive Vice Presidents .           With respect to each Participant whose job position is designated by the Employer as a Senior Vice President or Executive Vice President, immediately prior to his Qualified Termination, his Severance Benefit will consist of (i) Severance Pay equal to nine (9) months of such Participant’s Base Pay and Target Incentive Bonus (as in effect on the date of the Participant’s Qualified Termination); and (ii) nine (9) months of COBRA premiums, assuming eligibility for and timely election of COBRA.            B. Vice Presidents and Specifically Designated Participants .           With respect to Vice Presidents and Specifically Designated Participants, Severance Benefits will consist of (i) Severance Pay equal to six (6) months of such Participant’s Base Pay and Target Incentive Bonus (as in effect on the date of the Participant’s Qualified Termination); and (ii) six (6) months of COBRA premiums, assuming eligibility for and timely election of COBRA.            3.2.2 All Severance Pay Benefits are subject to required tax and other withholdings and shall commence on the first payroll date following the later of the delivery of an effective release of claims in favor of the Employer, as required under Section 3.4, or the expiration of any statutory notice and waiver period applicable to such release, provided that unless applicable guidance is issued by the United States Department of Treasury or the Internal Revenue Service that a delay in payment solely because of a failure to execute an effective release does not cause the payment to fail to be exempt from Code Section 409A as a short-term deferral or an involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(4) and 1.409A (in which case payment shall be made without regard to this proviso), if the release’s notice and waiver period extends past March 15 of the calendar year following the date of the Qualified Termination, payment must be made by such March 15 (it generally being understood that statutory waiver periods would not typically extend so long absent an undue delay by the Company in providing Participants a timely and completed release for signature). Payment shall be made either in a single lump sum or in accordance with the Employer’s normal payroll procedures for the period of the Severance Pay, as determined by the Plan Administrator in its sole discretion. Participants will be notified whether Severance Pay will be paid in a lump sum or in accordance with the Employer’s normal payroll procedures.

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           3.2.3 This Plan is intended to meet the short term deferral exception and/or be a separation pay plan due to an involuntary separation from service under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) and therefore exempt from Code Section 409A. Plan provisions to the contrary notwithstanding, in no event will Severance Pay (in excess of any amount that constitutes a short term deferral under Code Section 409A) payable under the Plan to a Participant, exceed the lesser of (i) twice the annual rate of compensation of such Participant for the calendar year immediately preceding the calendar year during which his Qualified Termination occurred (adjusted for any increase during that year that was expected to continue indefinitely if the Participant had not had a Qualified Termination) or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Participant has a Qualified Termination. In no event will Severance Pay be paid, later then the last day of the second calendar year following the year of the Participant’s Qualified Termination.       3.3 Offset for Other Severance Payments . The amount of the Severance Benefit determined in Section 3.2 for any Participant upon a Qualified Termination will be offset and reduced in any manner deemed appropriate by the Plan Administrator for any and all amounts paid or payable to such Participant on account of the same termination of employment under (1) any employment agreement or individual severance agreement to which the Participant is a party or (2) any applicable law.       3.4 Release and Full Settlement . As a condition to the receipt of any Severance Benefit hereunder and notwithstanding any provision of the Plan to the contrary, a Participant will be required to execute a release in the form established by the Plan Administrator releasing the Plan, the Plan Administrator, the Plan fiduciaries, the Employer’s employee benefit plans, the Employer, the Employer’s affiliates, and their shareholders, partners, officers, directors, employees, and agents from any and all claims and from any and all causes of action of any kind or character, including, but not limited to, all claims or causes of action arising out of or in connection with such Participant’s employment with the Employer, the termination of such employment, or any actions or omissions occurring during such employment. The performance of the Employer’s and the Plan’s obligations hereunder and the receipt by such Participant of any benefits provided hereunder will constitute full settlement of all such claims and causes of action. IV. Benefit Claims Procedure       4.1 Benefit Claims Procedure.            4.1.1 Any Participant who is determined by the Plan Administrator to be entitled to a Severance Benefit under the Plan is not required to file a claim for benefits. In the event an individual (1) does not receive a benefit but believes he or she is entitled to one or (2) receives a benefit but believes he or she is entitled to a greater amount, such individual or his or her representative (the "Claimant") may file with the Plan Administrator a written claim for such benefit, which claim must be filed within 60 days of either the date upon which such individual received a benefit that he or she felt was insufficient or, if later, the date upon which occurred the event that such individual believes entitled him or her to a benefit. In connection with the

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submission of such claim, the Claimant may examine the Plan and any other relevant documents relating to the claim and may submit written comments relative to the claim to the Plan Administrator coincident with the filing of the claim, and the Plan Administrator may require additional information to be furnished in connection with such claim. If a Claimant fails to timely