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EXHIBIT 10.8
NAME: ______________________
EXECUTIVE SEVERANCE PLAN
COMPANY: INFINIUM SOFTWARE, INC.
EFFECTIVE AS OF: JULY 15, 1999
EXECUTIVE'S PRINCIPAL TITLES: _________________ AND EXECUTIVE TEAM MEMBER
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 make a lump sum payment
to the Executive equal to the ANNUAL BASE SALARY plus the TARGET EXECUTIVE BONUS
(as such terms are defined in the Executive Compensation Plan executed by the
Company and the Executive) for the Fiscal Year in which the termination date
occurs, (b) the Executive will be entitled to continue to participate in all of
the Company's employee benefits programs for the 12 month period beginning on
the termination date and (c) effective on the termination date, all of the
Executive's unvested stock options in the Company will become immediately
vested.
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. If the
Executive is terminated not for "cause," the provisions of the preceding
paragraph shall apply except that the requirement to sign a Non-competition
Agreement shall not apply. If the Executive is not offered a position which is
comparable both in level and total compensation to the position he occupied
immediately before the Change in Control, he 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: ____________________________
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
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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
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).
