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NAME: __________________
EXECUTIVE SEVERANCE PLAN
COMPANY: INFINIUM SOFTWARE, INC.
EFFECTIVE AS OF: OCTOBER 1, 1999
EXECUTIVE'S PRINCIPAL TITLES: ______________________________________________
If the Executive's employment with the Company is terminated by the Company, not
for "cause", and the Executive executes a one year Non-Competition Agreement in
form satisfactory to the Company, (a) the Company will continue to pay to the
Executive, for the twelve month period beginning on the termination date, his or
her ANNUAL BASE SALARY (as such term is defined in the Executive Compensation
Plan executed by the Company and the Executive) for the Fiscal Year in which the
termination date occurs and (b) the Executive will be entitled to continue to
participate in all of the Company's employee benefits programs (except to the
extent prohibited by the plans) for the twelve month period beginning on the
termination date.
This paragraph shall apply if a Change in Control (as defined in the attached
Appendix to this Plan) occurs. All of the Executive's unvested stock options
shall vest immediately upon the occurrence of a Change in Control. In the event
of a Change of Control, if the Executive is terminated not for "cause," (a) the
Company will continue to pay to the Executive, for the twelve month period
beginning on the termination date, his or her ANNUAL BASE SALARY and TARGET
EXECUTIVE BONUS (as such term is defined in the Executive Compensation Plan
executed by the Company and the Executive) for the Fiscal Year in which the
termination date occurs and (b) the Executive will be entitled to continue to
participate in all of the Company's employee benefits programs (except to the
extent prohibited by the plans) for the twelve month period beginning on the
termination date. If the Executive is not offered a position which is comparable
both in level and total compensation to the position he or she occupied
immediately before the Change in Control, he or she shall be deemed to have been
terminated not for "cause" and the provisions of the preceding sentence shall
apply.
For purposes of this agreement, "cause" is defined as follows: substantial and
continued failure to perform job duties; disloyalty, gross negligence, or breach
of fiduciary duty to the Company; commission of fraud, embezzlement, dishonesty
or deliberate disregard of the Company's rules or policies; unauthorized
disclosure of a trade secret or confidential business information; use of any
illicit drug or the abuse of any drug, alcohol or medication which adversely
affects the Executive's performance; or conviction of a felony offense.
Executive For: INFINIUM SOFTWARE, INC.
Signature: _________________________ Signature: ___________________________
Robert A. Pemberton, CEO
Date: ______________________________ Date: ________________________________
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Appendix A
to Executive Severance Plan
A "Change in Control" shall mean:
(1) the acquisition by an individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial
ownership of any capital stock of the Company if,
after such acquisition, such Person beneficially owns
(within the meaning of Rule 13d-3 promulgated under
the Exchange Act) 50% or more of either (x) the
then-outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or
(y) the combined voting power of the then-outstanding
securities of the Company entitled to vote generally
in the election of directors (the "Outstanding
Company Voting Securities"); PROVIDED, HOWEVER, that
for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control
Event: (A) any acquisition directly from the Company
(excluding an acquisition pursuant to the exercise,
conversion or exchange of any security exercisable
for, convertible into or exchangeable for common
stock or voting securities of the Company, unless the
Person exercising, converting or exchanging such
security acquired such security directly from the
Company or an underwriter or agent of the Company),
(B) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (C)
any acquisition by any corporation pursuant to a
Business Combination (as defined below) which
complies with clauses (x) and (y) of subsection (iii)
of this definition; or
(2) such time as the Continuing Directors (as defined
below) do not constitute a majority of the Board (or,
if applicable, the Board of Directors of a successor
corporation to the Company), where the term
"Continuing Director" means at any date a member of
the Board (x) who was a member of the Board on the
date this Severance Agreement was signed or (y) who
was nominated or elected subsequent to such date by
at least a majority of the directors who were
Continuing Directors at the time of such nomination
or election or whose election to the Board was
recommended or endorsed by at least a majority of the
directors who were Continuing Directors at the time
of such nomination or election; PROVIDED, HOWEVER,
that there shall be excluded from this clause (y) any
individual whose initial assumption of office
occurred as a result of an actual or threatened
election contest with respect to the election or
removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf
of a person other than the Board; or
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(3) the consummation of a merger, consolidation,
reorganization, recapitalization or statutory share
exchange involving the Company or a sale or other
disposition of all or substantially all of the assets
of the Company (a "Business Combination"), unless,
immediately following such Business Combination, each
of the following two conditions is satisfied: (x) all
or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business
Combination beneficially own, directly or indirectly,
more than 50% of the then-outstanding shares of
common stock and the combined voting power of the
then-outstanding securities entitled to vote
generally in the election of directors, respectively,
of the resulting or acquiring corporation in such
Business Combination (which shall include, without
limitation, a corporation which as a result of such
transaction owns the Company or substantially all of
the Company's assets either directly or through one
or more subsidiaries) (such resulting or acquiring
corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions
as their ownership of the Outstanding Company Common
Stock and Outstanding Company Voting Securities,
respectively, immediately prior to such Business
Combination and (y) no Person (excluding the
Acquiring Corporation or any employee benefit plan
(or related trust) maintained or sponsored by the
Company or by the Acquiring Corporation) beneficially
owns, directly or indirectly, 50% or more of the
then-outstanding shares of common stock of the
Acquiring Corporation, or of the combined voting
power of the then-outstanding securities of such
corporation entitled to vote generally in the
election of directors (except to the extent that such
ownership existed prior to the Business Combination).