ROSS SYSTEMS INC/CA
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>4
<FILENAME>exhibt10-6.txt
<TEXT>


                                                                    Exhibit 10.6
                        EXECUTIVE COMPENSATION AGREEMENT


     THIS EXECUTIVE  COMPENSATION  AGREEMENT is entered into as of September 13,
1999, and renewed as modified on March 24, 2003 by and between ROBERT B. WEBSTER
(the "Employee") and ROSS SYSTEMS, INC., a Delaware corporation (the "Company").

     1.   Term of Employment.
          -------------------

     (a) Basic Rule. The Company  agrees to continue the Employee's  employment,
         ----------
and the Employee agrees to remain in employment with the Company,  from the date
hereof  until the date when the  Employee's  employment  terminates  pursuant to
Subsection (b), (c) or (d) below.

     (b) Early Termination.  Subject to Section 6, the Company may terminate the
         ------------------
Employee's employment by giving the Employee ninety (90) days' advance notice in
writing.  The Employee may terminate his employment by giving the Company thirty
(30) days' advance notice in writing. The Employee's  employment shall terminate
automatically  in the event of his death.  Any  waiver of notice  shall be valid
only if it is made in writing  and  expressly  refers to the  applicable  notice
requirement of this Section 1.

     (c) Cause. The Company may at any time terminate the Employee's  employment
         -----
for Cause by giving the Employee notice in writing.  For all purposes under this
Agreement, "Cause" shall mean:

          (i) A willful act by the Employee which constitutes fraud and which is
     injurious to the Company; or

                                       41

<PAGE>

                      ROSS SYSTEMS, INC. AND SUBSIDIARIES

          (ii)  Conviction  of,  or a plea of  "guilty"  or "no  contest"  to, a
     felony; or

          (iii)  Employee's  continuing  repeated  willful failure or refusal to
     perform his material  duties  required by this Agreement which is injurious
     to the Company.

No act, or failure to act, by the Employee shall be considered  "willful" unless
committed  without  good faith and without a  reasonable  belief that the act or
omission  was  in  the  Company's  best  interest.  This  Agreement  may  not be
terminated  for Cause  unless  Employee  has first been  given the  opportunity,
together with his counsel, to be heard before the Company's Board of Directors.

     (d) Disability.  The Company may terminate the Employee's active employment
         -----------
due to  Disability by giving the Employee  ninety (90) days'  advance  notice in
writing.  For all purposes under this  Agreement,  "Disability"  shall mean that
Employee,  at the time notice is given, has become eligible to receive immediate
long-term disability benefits under the Company's long-term disability insurance
plan or, if there is no such plan, under the federal Social Security program. In
the event that the Employee resumes the performance of substantially  all of his
duties  hereunder  before the  termination of his active  employment  under this
Subsection (d) becomes effective,  the notice of termination shall automatically
be deemed to have been revoked.

     (e) Rights Upon Termination.  Except as expressly  provided in Section 6 or
         -----------------------
provided in  subparagraph  (f) of this  Section 1, upon the  termination  of the
Employee's  employment  pursuant to this Section 1, the  Employee  shall only be
entitled to the compensation,  benefits and reimbursements described in Sections
3, 4 and 5 for the period preceding the effective date of the  termination.  The
payments under this Agreement shall fully discharge all  responsibilities of the
Company to the Employee upon the termination of his employment.

     (f) In the event that the Company terminates the employment of the Employee
without  Cause (as defined in Section 3 of this  Agreement),  Employee  shall be
entitled to the following:

          (i) an amount  equal to two (2) times the  Employee's  annual  rate of
     Base Compensation as in effect at the time of such termination plus two (2)
     times  the  targeted  annual  bonus,  to  be  paid  by  the  Company  on  a
     semi-monthly basis;

          (ii)  continuation  of the  employee  benefits  provided  to  Employee
     pursuant  to  Section 4 hereof  for a period of two (2)  years  after  such
     termination; and

          (iii) a period of ninety days (90) to exercise  all  Incentive  Awards
     (as defined in Section 6(e) of this  Agreement) that are vested at the time
     of such termination.

     (g)  Termination  of Agreement.  This  Agreement  shall  terminate when all
          --------------------------
obligations of the parties hereunder have been satisfied.

     2. Duties and Scope of Employment.

     (a)  Position.  The Company  agrees to employ the Employee as its Executive
          ---------
Vice  President,  Secretary  and a Director  of the  company for the term of his
employment under this Agreement. At all times during the term of this Agreement,
Employee shall have powers and duties at least commensurate with his position as
Executive Vice President and Chief  Administrative  Officer of the Company.  The
Employee shall report only to the Chairman of the Company's Board of Directors.

                                       42

<PAGE>

                      ROSS SYSTEMS, INC. AND SUBSIDIARIES


     (b)  Obligations.  During the term of his employment  under this Agreement,
          -----------
the Employee shall devote his full business  efforts and time to the Company and
its subsidiaries. The Employee shall not render services to any other for-profit
corporation or entity without the prior written consent of the Company's  Board.
This Subsection (b) shall not preclude the Employee from engaging in appropriate
professional,  educational,  civic,  charitable or religious  activities or from
devoting  a  reasonable  amount  of  time  to  private  investments  that do not
interfere or conflict with his responsibilities to the Company.

     3.  Base  Compensation.  During  the  term  of his  employment  under  this
         ------------------
Agreement,  the  Company  agrees to pay the  Employee  as  compensation  for his
services a base  salary at the annual rate of $210,000 or at such higher rate as
the Company may  determine  from time to time.  Such salary  shall be payable in
accordance with the Company's standard payroll procedures.  Once the Company has
increased  such  salary,  it  thereafter  shall  not  be  reduced.  (The  annual
compensation  specified in this Section 3,  together  with any increases in such
compensation  that the  Company  may grant from time to time,  is referred to in
this Agreement as "Base Compensation.")

     4.  Employee  Benefits.  During  the  term  of his  employment  under  this
         ------------------
Agreement,  the  Employee  shall be eligible for the fringe  benefits,  bonuses,
vacations, employee benefit plans and executive compensation programs maintained
by the  Company  for  other  senior  executives,  subject  in  each  case to the
generally applicable terms and conditions of the plan or program in question and
to the  determinations  of any person or  committee  administering  such plan or
program.

     5.  Business  Expenses.  During  the  term  of his  employment  under  this
         -------------------
Agreement,  the Employee  shall be authorized to incur  necessary and reasonable
travel,  entertainment and other business expenses in connection with his duties
hereunder.  The Company  shall  reimburse  the Employee for such  expenses  upon
presentation of an itemized  account and appropriate  supporting  documentation,
all in accordance with the Company's generally applicable policies.

     6. Change in Control.
        ------------------

     (a) Definition. For all purposes under this Agreement,  "Change in Control"
         -----------
shall mean the  occurrence  of any of the following  events after  September 13,
1999, the date of this Agreement:

          (i) Any "person" (as such term in used in sections  13(d) and 14(d) of
     the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")) by
     the  acquisition  or aggregation of securities is or becomes the beneficial
     owner (within the meaning of Rule 13d-3 of the Exchange  Act),  directly or
     indirectly,  of securities of the Company  representing fifty percent (50%)
     or more of the combined  voting  power of the  Company's  then  outstanding
     securities  ordinarily  (and  apart  from  rights  accruing  under  special
     circumstances)  having the right to vote at  elections  of  directors  (the
     "Base Capital  Stock");  except that any change in the relative  beneficial
     ownership of the Company's securities by any person resulting solely from a
     reduction in the  aggregate  number of  outstanding  shares of Base Capital
     Stock,  and  any  decrease   thereafter  in  such  person's   ownership  of
     securities, shall be disregarded until such person increases in any manner,
     directly  or  indirectly,   such  person's  beneficial   ownership  of  any
     securities of the Company;

          (ii) The  stockholders of the Company  approve a definitive  agreement
     (A) to merge or consolidate the Company with or into another corporation in
     which the holders of the  securities  of the Company  before such merger or
     reorganization   will   not,   immediately   following   such   merger   or
     reorganization,  hold as a group on a fully  diluted basis both the ability
     to elect at least a majority of the directors of the surviving  corporation
     and at least a majority in value of the surviving corporation's outstanding
     equity  securities,  or  (B)  to  sell  or  otherwise  dispose  of  all  or
     substantially all of the assets of the Company or dissolve or liquidate the
     Company; or

                                       43

<PAGE>



     (b) Good Reason. For all purposes under this Agreement, "Good Reason" shall
         -----------
mean that the Employee:

          (i) Has incurred a material reduction in his powers or duties;

          (ii) Has incurred one or more  reductions in his Base  Compensation in
     the cumulative amount of five percent (5%) or more; or

          (iii)  Has been  notified  that his  principal  place of work  will be
     relocated by a distance of 50 miles or more.

     (c) Severance  Payment.  The Employee  shall be entitled to receive  salary
         ------------------
continuation  payments from the Company (the "Severance Payment") if, during the
term of this  Agreement  and within the first  nine (9) month  period  after the
occurrence of a Change in Control either:

          (i) The Employee  voluntarily  resigns his employment for Good Reason;
     or

          (ii) The Company  terminates the Employee's  employment for any reason
     other than Cause or Disability.

     The  Severance  Payments  shall be paid by the  Company  on a  semi-monthly
basis;  following  the date of the  employment  termination  and  shall be in an
amount  determined under Subsection (d) below. The Severance Pay-out shall be in
lieu of any further  payments to the  Employee  under  Section 3 and any further
accrual of benefits  under  Section 4 with respect to periods  subsequent to the
date of the employment termination.

     (d) Amount.  The amount of the Severance  Payments  shall in total equal to
         ------
two (2) times the  Employee's  annual rate of Base  Compensation  plus  targeted
annual bonus incentive, as in effect on the date of the employment termination.

     (e) Incentive Programs.  If, during the term of this Agreement, a Change in
         ------------------
Control  occurs with  respect to the Company,  the vesting of all of  Employee's
awards  heretofore  or hereafter  granted to him under all stock  option,  stock
appreciation  rights,  restricted  stock,  phantom  stock  or  similar  plans or
agreements of the Company ("Incentive Awards") shall be immediately  accelerated
regardless of any provisions in such plans or agreements that do not provide for
such  acceleration  of vesting.  In addition,  Employee will have at ninety (90)
days  following  the date his  employment  is terminated to exercise all of such
Incentive Awards  regardless of any provisions in any plans or agreements to the
contrary.  This  Agreement  shall be deemed to be an  amendment of such plans or
agreements to the extent  required to implement this subsection (e) and preserve
the qualified status of Employee's  incentive stock options for the longest time
permitted  by  applicable  law.  (To the extent  that such  plans or  agreements
provide for full  vesting on an earlier  date than does this  Agreement,  or for
longer post-termination of employment exercise periods, such plans or agreements
shall prevail.)

     (f) Insurance Coverage. During the twenty-four (24) month period commencing
         ------------------
upon a termination of employment described in Subsection (c) above, the Employee
(and,  where   applicable,   his  dependents)  shall  be  entitled  to  continue
participation in the group insurance plans maintained by the Company,  including
life,  disability and health insurance programs, as if he were still an employee
of the Company.  Where  applicable,  the Employee's  salary for purposes of such
plans shall be deemed to be equal to his Base  Compensation.  To the extent that

                                       44

<PAGE>

the Company finds it impossible to cover the Employee under its group  insurance
policies during such  twenty-four  (24) month period,  the Company shall provide
the Employee  with  individual  policies  which offer at least the same level or
coverage  and which  impose not more than the same costs on him.  The  foregoing
notwithstanding,  in the event that the Employee becomes eligible for comparable
group  insurance  coverage  in  connection  with new  employment,  the  coverage
provided by the Company under this Subsection (f) shall  terminate  immediately.
Any group  health  continuation  coverage  that the Company is required to offer
under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall
commence when coverage under this Subsection (f) terminates.

     (g) No  Mitigation.  The  Employee  shall not be required  to mitigate  the
         ---------------
amount of any  payment  contemplated  by this  Section 6 (whether by seeking new
employment or in any other manner).  Except as expressly  provided in Subsection
(f) above,  no such payment  shall be reduced by earnings  that the Employee may
receive from any other source.

     7. Limitation on Payments.
        -----------------------

     (a) Application.  This Section 7 shall apply to the Employee only if, after
         ------------
the  application of this Section 7, the present value of his aggregate  payments
or property transfers from the Company will be greater than the present value of
his payments or property transfers from the Company would have been if:

          (i) This Section 7 did not apply; and

          (ii) Such  present  value had been reduced by the amount of the excise
     tax  described  in section 4999 of the  Internal  Revenue Code of 1986,  as
     amended (the "Code").

In all  other  cases,  this  Section  7 shall  not  apply to the  Employee.  All
determinations  under  this  Subsection  (a)  shall  be made by the  independent
auditors  retained by the Company most  recently  prior to the Change in Control
(the "Auditors").

     (b) Basic Rule. Any provision of this Agreement  other than  Subsection (a)
         ----------
above to the contrary notwithstanding,  in the event that the Auditors determine
that any  payment  or  transfer  by the  Company  to or for the  benefit  of the
Employee,  whether paid or payable (or transferred or transferable)  pursuant to
the terms of this Agreement or otherwise (a "Payment"),  would be  nondeductible
by the  Company  for  federal  income tax  purposes  because  of the  provisions
concerning  "excess  parachute  payments" in section 280G of the Code,  then the
aggregate present value of all Payments shall be reduced (but not below zero) to
the Reduced Amount.  For purposes of this Section 7, the "Reduced  Amount" shall
be the amount,  expressed as a present  value,  which  maximizes  the  aggregate
present value of the Payments without causing any Payment to be nondeductible

     (c)  Reductions.  If the  amount  of the  aggregate  payments  or  property
          ----------
transfers to the Employee must be reduced under this Section 7, then the Company
shall direct in which order the payments or transfers are to be reduced,  but no
change in the  timing of any  payment  or  transfer  shall be made  without  the
Employee's  consent.  As a result of uncertainty in the  application of sections
280G  and  4999 of the  Code  at the  time of an  initial  determination  by the
Auditors  hereunder,  it is possible  that a payment  will have been made by the
Company that should not have been made (an  "Overpayment") or that an additional
payment  that will not have been made by the  Company  could  have been made (an
"Underpayment").  In the event that the Auditors,  based upon the assertion of a
deficiency by the Internal  Revenue  Service against the Company or the Employee
that the Auditors believe has a high  probability of success,  determine that an
Overpayment has been made, such Overpayment shall be treated for all purposes as
a loan to the  Employee  that he  shall  repay  to the  Company,  together  with
interest at the applicable federal rate specified in section 7872 (f) (2) of the
Code; provided,  however, that no amount shall be payable by the Employee to the
Company if and to the extent that such payment  would not reduce the amount that
is  nondeductible  under section 280G of the Code or is subject to an excise tax

                                       45

<PAGE>

under section 4999 of the Code. In the event that the Auditors determine that an
Underpayment  has  occurred,   such  Underpayment  shall  promptly  be  paid  or
transferred  by the Company to, or for the  benefit of, the  Employee,  together
with interest at the  applicable  federal rate specified in section 7872 (f) (2)
of the Code.

     8. Successors.
        -----------

     (a) Company's Successors.  The Company shall require any successor (whether
         --------------------
direct or  indirect  and  whether by  purchase,  lease,  merger,  consolidation,
liquidation or otherwise) to all or substantially all of the Company's  business
and/or  assets,  by an  agreement  in  substance  and form  satisfactory  to the
Employee,  to assume  this  Agreement  and to agree  expressly  to perform  this
Agreement  in the same  manner and to the same  extent as the  Company  would be
required to perform it in the absence of a succession.  The Company's failure to
obtain such  agreement  prior to the  effectiveness  of a succession  shall be a
breach  of  this  Agreement  and  shall  entitle  the  Employee  to  all  of the
compensation and benefits to which he would have been entitled  hereunder if the
Company had  involuntarily  terminated his employment  without Cause immediately
after such succession becomes effective.  For all purposes under this Agreement,
the term "Company" shall include any successor to the Company's  business and/or
assets which  executes and delivers the assumption  agreement  described in this
Subsection (a) or which becomes bound by this Agreement by operation of law.

     (b)  Employee's  Successors.  This Agreement and all rights of the Employee
          ----------------------
hereunder  shall inure to the benefit of, and be enforceable  by, the Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

     9. Restrictive Covenants.
        ----------------------

     (a) For  purposes of this  Agreement,  the  following  terms shall have the
following respective meanings:

     "Competing  Business" means a business that, wholly or partly,  directly or
      -------------------
indirectly,  is  engaged in  providing,  selling  or  marketing  enterprise-wide
business  systems and related  services to  companies  installing  client-server
software products.

     "Competitive  Position"  means:  (A) Employee's  direct or indirect  equity
      ----------------------
ownership  (excluding ownership of less than one percent (1%) of the outstanding
common stock of any publicly held  corporation) or control of any portion of any
Competing  Business;  (B) Employee serving as a director,  officer,  consultant,
lender, joint venturer,  partner, agent, advisor or independent contractor of or
to any Competing  Business;  or (C) any employment  arrangement between Employee
and any Competing  Business whereby Employee is required to perform services for
the Competing  Business  substantially  similar to those that Employee performed
for the Company.

     "Restricted  Territory"  means the  United  States of America  and  Canada.
      --------------------

     (b) Employee agrees that he will not,  without the prior written consent of
the Board, either directly or indirectly, alone or in conjunction with any other
person or entity,  accept,  enter  into or  attempt to enter into a  Competitive
Position in the Restricted  Territory at any time during his employment with the
Company or, in the event the Company  terminates  the employment of the Employee
without Cause, for a period of two (2) years thereafter.

     (c) Employee agrees that he will not,  without the prior written consent of
the Board, either directly or indirectly, alone or in conjunction with any other
person or entity,  solicit, entice or induce any customer of the Company (or any
actively sought or prospective  customer of the Company) for or on behalf of any

                                       46

<PAGE>

Competing Business at any time during his employment with the Company or, in the
event the Company terminates the employment of the Employee without Cause, for a
period of two (2) years thereafter.

     (d) Employee agrees that he will not,  without the prior written consent of
the Board, either directly or indirectly, alone or in conjunction with any other
person or entity,  solicit or attempt to solicit any "key or material" employee,
consultant,  contractor or other personnel of the Company to terminate, alter or
lessen that party's  affiliation with the Company or to violate the terms of any
agreement or  understanding  between such  employee,  consultant,  contractor or
other person and the Company at any time during his employment  with the Company
or, in the event the Company  terminates the employment of the Employee  without
Cause, for a period of two (2) years thereafter. For purposes of this subsection
(d), "key or material"  employees,  consultants,  contractors or other personnel
shall mean those such persons or entities who have direct  access to or have had
substantial exposure to Confidential Information or Trade Secrets.

     (e) The provisions of Subsections  (b), (c) and (d) of this Section 9 shall
not apply if, following the occurrence of a Change in Control,  (i) the Employee
voluntarily  resigns his employment  with the Company for any reason or (ii) the
Company terminates the Employee's employment for any reason.

     10. Confidentiality.
         ---------------

     (a) For  purposes of this  Agreement,  the  following  terms shall have the
following respective meanings:

          "Confidential   Information"   means  all  valuable   proprietary  and
           --------------------------
     confidential business information belonging to or pertaining to the Company
     and its affiliates and subsidiaries, other than "Trade Secrets" (as defined
     below),  that is not generally  known by or available to the competitors of
     the  Company  but is  generally  known only to the Company and those of its
     employees,  independent  contractors,  customers  or  agents  to whom  such
     information must be confided for internal business purposes.

          "Trade  Secrets"  means the "trade  secrets" of the Company as defined
           --------------
     under applicable law.

     (b) In recognition of the Company's need to protect its legitimate business
interests,  Employee hereby  covenants and agrees that he shall regard and treat
each item of  information or data  constituting  a Trade Secret or  Confidential
Information as strictly confidential and wholly owned by the Company and that he
will not use, distribute,  disclose, reproduce or otherwise communicate any such
item of  information  or data to any person or entity for any purpose other than
in connection with his performance of his obligations under this Agreement.  The
covenant  contained in the preceding  sentence shall apply:  (i) with respect to
Confidential  Information,  at all times Employee is employed by the Company and
for a period of three  (3) years  thereafter;  and (ii)  with  respect  to Trade
Secrets,  at all times such data or  information  constitutes  a "trade  secret"
under applicable law.

     11. Miscellaneous Provisions.
         ------------------------

     (a)  Notice.  Notices  and all other  communications  contemplated  by this
         -------
Agreement  shall be in writing  and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. registered or certified mail, return
receipt  requested  and postage  prepaid.  In the case of the  Employee,  mailed
notices  shall be addressed to him at the home  address  which he most  recently
communicated  to the  Company in  writing.  In the case of the  Company,  mailed
notices shall be addressed to its corporate headquarters,  and all notices shall
be directed to the attention of its Secretary.

                                       47

<PAGE>


         (b) Waiver. No provision of this Agreement shall be modified, waived or
             -------
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by the Employee and by an authorized officer of the Company (other
than the Employee). No waiver by either party of any breach of, or of compliance
with, any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same condition
or provision at another time.

     (c)  Whole  Agreement;   Amendment.   No  agreements,   representations  or
          ------------------------------
understandings  (whether oral or written and whether  express or implied)  which
are not expressly set forth in this  Agreement have been made or entered into by
either party with respect to the subject matter hereof. This Agreement shall not
be modified or amended except by an instrument in writing signed by or on behalf
of the parties hereto.

     (d) No  Setoff;  Withholding  Taxes.  There  shall be no right of setoff or
         --------------------------------
counterclaim, with respect to any claim, debt or obligation, against payments to
the Employee under this Agreement.  All payments made under this Agreement shall
be subject to reduction to reflect taxes required to be withheld by law.

     (e)  Choice  of  Law.  The  validity,   interpretation,   construction  and
          ----------------
performance  of this  Agreement  shall be  governed  by the laws of the State of
Georgia.

     (f) Severability.  The invalidity or  unenforceability  of any provision or
         ------------
provisions of this Agreement shall not effect the validity or  enforceability of
any other provision hereof, which shall remain in full force and effect.

     (g)  Arbitration.  Except as  otherwise  provided  in this  Agreement,  any
          -----------
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in Atlanta,  Georgia in accordance with
the  Commercial  Arbitration  Rules  of the  American  Arbitration  Association.
Judgment  on the award  rendered by the  arbitrator  may be entered in any court
having  jurisdiction  thereof.  All fees and expenses of the arbitrator and such
Association shall be paid as determined by the arbitrator.

     (h) No  Assignment.  The rights of any person to payments or benefits under
         --------------
this  Agreement  shall not be made  subject to option or  assignment,  either by
voluntary or involuntary  assignment or by operation of law,  including (without
limitation) bankruptcy, garnishment, attachment or other creditor's process, and
any action in violation of this Subsection (h) shall be void.

     (i) Counterparts. This Agreement may be executed in counterparts, each
        -------------
of which shall for all purposes be deemed an original, and all of such
counterparts shall together constitute one and the same agreement.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the day and year first
above written.


                                          /s/ Robert B. Webster
                                          --------------------------------------
                                              Robert B. Webster


                                              ROSS SYSTEMS, INC.


                                              By:
                                                --------------------------------

                                              Title:
                                                   -----------------------------

</TEXT>
</DOCUMENT>
