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EXHIBIT 10.12
NAME: JOHN J. WHYTE
EXECUTIVE COMPENSATION AND SEVERANCE PLAN
COMPANY: INFINIUM SOFTWARE, INC.
BEGINNING: JUNE 22, 2000
PRINCIPAL TITLES: EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER AND
EXECUTIVE TEAM MEMBER
I. BASE SALARY
The Executive's base salary will be $12,500 semi-monthly. This represents an
annual rate of $300,000 (the "ANNUAL BASE SALARY").
II. EXECUTIVE BONUS
The Executive will be eligible to earn a bonus based on the Company's attainment
of the following goals for the Fiscal Years indicated. At goal, the Executive
will earn a TARGET EXECUTIVE BONUS of $225,000 for the 2001 Fiscal Year. The
EXECUTIVE BONUS is earned in the following manner:
FISCAL YEAR 2000 $25,000 if the Executive obtains the
agreement of the Board of Directors on a
new organizational structure and
implements it by September 30, 2000
FISCAL YEAR 2001 A bonus amount will be paid following
the end of fiscal 2001 as set forth
below for the maximum percentage
increase in overall billings growth
achieved in fiscal 2001 over fiscal
2000:
<TABLE>
<CAPTION>
% INCREASE BONUS AMOUNT
---------- ------------
<S> <C>
25% $100,000
35% $125,000
40% $150,000
</TABLE>
For purposes of this section, "billings"
means software license fees billed,
consulting services fees as services are
delivered, maintenance fees as revenue
is recognized and ASP fees upon billing.
$75,000 bonus will be paid following the
end of fiscal 2001 if the Company's cash
flow remains at least neutral during
fiscal 2001 and increases by at least
$10,000,000 from the ending balance at
September 30, 2000.
$50,000 bonus will be paid following the
end of fiscal 2001 if the Company
increases the overall rate of
productivity as of the end of fiscal
2001 in its application business to
$200,000 per employee and in the ASP
business to $125,000 per employee. Rate
of productivity will be calculated by
dividing the level of billings for the
applicable portion of the business in
the last quarter of the fiscal year by
the average number of employees in that
business for the last quarter of that
fiscal year.
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JUNE 22, 2000 COMPANY CONFIDENTIAL 1
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FISCAL YEAR 2002 For the period from October 1, 2001
until June 22, 2002, the current CEO of
the Company (or, in his absence, the
Compensation Committee of the Board of
Directors) and the Executive will
mutually agree on a bonus program for
this period similar to the bonus program
set forth above, with a TARGET EXECUTIVE
BONUS of at least $168,750.
III. TERMINATION
If the Executive's employment with the Company is terminated, prior to June 22,
2002, by the Company, not for "cause", and the Executive executes a one year
Non-Competition and Non-Solicitation Agreement in form satisfactory to the
Company, (a) the Company will continue to pay to the Executive, for the six
month period beginning on the termination date, his ANNUAL BASE SALARY 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 six month period beginning on the termination date.
If (a) the Executive is terminated by the Company, not for "cause", in
connection with the hiring of a new CEO or President for the Company, (b) if the
executive is terminated in connection with a Change in Control (as defined in
the attached Appendix to this Plan), (c) following a Change in Control, the
Executive and the Compensation Committee of the Board of Directors (excluding
new directors from the Change in Control) agree that there is a significant
change in his responsibilities, including a significant change in the senior
managers or officers reporting to him, then for a period equal to the lesser of
twelve months from the date of termination or until June 22, 2002 (i) the
Company will continue to pay to the Executive his ANNUAL BASE SALARY and a
pro-rated amount (based on the number of days in the period) of the TARGET
ANNUAL BONUS, if any, due during the period and (ii) 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 period.
In the event the Company terminates the executive's employment effective on the
second anniversary of employment, the Company will continue to pay the Executive
his ANNUAL BASE SALARY, and 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 a period of three months following the
termination date. The Company will provide to the Executive at least three
months advance written notice of its intention to terminate on the second
anniversary.
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.
IV. OTHER
This Executive Compensation Plan will continue until June 22, 2002, unless
earlier terminated as provided above. The Plan may be modified in a writing
signed by both the Executive and the Company.
Executive For: INFINIUM SOFTWARE, INC.
Signature: Signature:
-------------------------------- -------------------------
John W. Whyte Robert A. Pemberton, CEO
Date: Date:
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JUNE 22, 2000 COMPANY CONFIDENTIAL 2
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Appendix A
to Executive Compensation and 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
(3) the consummation of a merger, consolidation,
reorganization, recapitalization or statutory share
exchange involving the
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JUNE 22, 2000 COMPANY CONFIDENTIAL 3
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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).
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JUNE 22, 2000 COMPANY CONFIDENTIAL 4
