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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