Employment Agreement between RedPrairie Corporation and James H. Hoefflin




 Exhibit 10.19 
 

 
 EMPLOYMENT AGREEMENT 
 This Employment Agreement (“Agreement”) is made and entered into as of 24 October 2007 (the “Effective
Date”), by and between RedPrairie Corporation, a Delaware corporation (“Company”), and James H. Hoefflin, an individual (“Executive”). 
 W I T N E S S E T H 
 WHEREAS, Company desires to avail itself of the benefit of Executive’s services for the benefit of the Company, and is willing to compensate Executive therefore as provided herein; 
 WHEREAS, Executive desires to accept such employment on the terms hereinafter specified; and 
 WHEREAS, the parties desire that this Agreement supersede any and all prior agreements between them regarding Employee’s employment by
and services to Company; except that the Professional Services Agreement dated May 1, 2007 between Executive and the Company shall continue in full force and effect in accordance with the terms set forth therein until 31 December 2007 and
such Professional Services Agreement shall be effectively terminated as of 31 December 2007. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Company and Executive agree as set forth below. 
 1.    Employment and Duties.  The Company will employ Executive to serve on a full-time basis as its Executive Vice President – Products & Marketing. In such position, Executive shall have
such duties customarily accorded to such position in a company of a similar size and nature, including, but not limited to, the powers and duties set forth in the Bylaws of the Company for such office, subject to the legal directives of the
Company’s Chief Executive Officer (“CEO”) and Board of Directors (the “Board”) and the corporate policies of the Company as in effect from time to time. In connection herewith, Executive shall be provided with an
office, secretarial services and other services generally consistent with prior Company practice and his position with the Company. Executive hereby accepts and agrees to such employment on the terms and conditions expressly set forth in this
Agreement. 
 2.    Term.  The period of Executive’s employment pursuant to this
Agreement shall be for a period of one (1) year from 1 January 2008 (the “Start Date”). On the first anniversary of the Start Date and annually thereafter, the period of Executive’s employment pursuant to this Agreement
shall automatically be extended for one (1) additional year unless one party has provided the other party notice of non-renewal at least sixty (60) days prior to such renewal date. In each case, the period of Executive’s employment is
subject to earlier termination as set forth in Sections 6 and 7 hereof or by mutual agreement of the parties hereto.









 
Notwithstanding the Start Date referenced above, Executive shall be deemed to have provided continuous service to the Company since October 15, 1990. 
 3.    Confidential Information and Covenant Not to Compete. 
 (a)  Non-Disclosure.  Executive hereby agrees that, during the term of his employment by the Company and after
any termination of his employment with the Company for any reason, he will: 
 (i)        maintain the confidentiality of all Confidential Information (as defined below) and not mechanically copy or otherwise reproduce, publish, sell, use, make any commercial use of, disclose,
demonstrate or make possible the reverse engineering and/or reverse compilation of any Confidential Information of the Company or any of its Affiliates, to any person or entity (other than the Company or any of its Affiliates or designees), except
(A) at the request of or with the authorization of the Company, (B) to the extent he has been advised by counsel that to do so is necessary to comply with the law or the valid final order of a court or governmental agency of competent
jurisdiction (after giving reasonable advance notice to the Company of any such contemplated disclosure so as to provide the Company with an opportunity to contest any such disclosure), and (C) in order to properly carry out Executive’s
duties to the Company hereunder in the normal course of business; and 
 (ii)        assign, and hereby does assign, to the Company any and all rights which Executive might otherwise claim in and to any Confidential Information and to all granted or applications for
letters patent or copyrights therefor in all countries where the business of the Company is carried on or conducted by the Company or any entity directly or indirectly controlled by the Company (collectively with the Company, the “Company
Group”), and shall promptly deliver to the Company such written instruments and cooperate and do such other acts as may be reasonably necessary to preserve the Company’s rights in and to the Confidential Information. 
 Executive further agrees and acknowledges that such Confidential Information, as between the Company and Executive, shall be deemed and at
all times remain and constitute the exclusive property of the Company, whether or not patentable or copyrightable. 
 In the
event Executive’s employment with the Company terminates for any reason, Executive shall, upon request by the Company, promptly return to the Company all property of the Company and its Affiliates in his possession or under his direct or
indirect control, including, without limitation, all Confidential Information and all equipment and materials in paper, electronic or any other form. 
 (b)  Confidential Information.  For purposes of this Agreement, the term “Confidential Information” shall mean any non-public information that relates to the
actual or anticipated business or research and development of the Company or any of its Affiliates, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Company’s or
any of its Affiliates’ products or services, the markets for such products and services, customer lists and customers (including, but not limited to, customers of the Company or any of it Affiliates on whom Executive called or with whom

  

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Executive became acquainted during the term of Executive’s employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, pricing information, finances or other business information of the Company, howsoever produced or reproduced, whether written or oral, whether or not denoted or marked confidential, provided, however, that
Confidential Information does not include any of the foregoing items which have become publicly known and made generally available in the industry through no wrongful act of Executive or of others known to the Executive to be under confidentiality
obligations as to the item or items involved. 
 (c)  Non-Competition.  Executive hereby agrees that
he will not, for a period of twelve (12) months following the date that his employment by the Company terminates (regardless of the reason for such termination) (the date of any such termination of Executive’s employment with the Company
is referred to herein as the “Separation Date”): 
 (i)        authorize his name to be used by any Business Entity; 
 (ii)        solicit for any Business Entity the employment of any individual who is then currently or was, within the six (6) months preceding the Separation Date, an employee of the Company;

 (iii)        induce on behalf of any Business Entity (A) any licensee of a
Company product or service; (B) any person or entity for whom the Company provided or was to provide, within six (6) months preceding the Separation Date, maintenance or other services for a fee, pursuant to a formal agreement or
otherwise; (C) any person or entity to whom, within six (6) months preceding the Separation Date, the Company had made a presentation or solicitation wholly or partially in writing, or for whom the Company had performed or provided a
“savings analysis;” and (D) any joint venturer or subcontractor of the Company (collectively, a “Customer”) to cancel any order previously placed or not place any future orders with the Company; 
 (iv)        solicit for any Business Entity from any then-Customer of the Company any business
opportunity which is competitive or potentially competitive, to any business related to the logistics execution software and support services to the supply chain marketplace carried on by the Company or to the relationship between the Company and
the Customer; 
 (v)        render for any Business Entity any service, for or without
any compensation, in connection with the design, development, manufacture, marketing or sale of any product reasonably deemed competitive with any service or product then, or within six (6) months preceding the Separation Date, offered by the
Company; or 
 (vi)        participate in, directly or indirectly, (whether as advisor,
principal, agent, partner, officer, director, employee, stockholder, associate or consultant of) any Business Entity (provided that any interest of Executive through investment in up to an aggregate of two percent (2%) in any class of any
person whose securities are required to be registered under the Securities Exchange Act of 1934, as amended, shall not be considered participation hereunder). 
  

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 For the purpose of this Section 3(c), the term “Business Entity”
shall mean any person, partnership, corporation or other business entity that at the time is, or within the six (6) months preceding that time was, in competition with any business related to the logistics execution software and support
services to the supply chain marketplace carried on by the Company prior to the Effective Date or hereafter conducted by the Company during the term of this Agreement in any county of any state in the United States or any other county of a state or
nation where business is then carried on or conducted by the Company. 
 “Business Entities” shall include, but shall
not be limited to, Catalyst International, Inc.(a CDC Software company), The Descartes Systems Group, Inc., Infor Global Solutions, HighJump Software, Inc. (a 3M Company), HK Systems, Inc., i2 Technologies, Inc., Manhattan Associates, Inc., Optum, Inc. (now owned by Click Commerce, Inc.),
Oracle®, SAP®, JDA Software Group, Inc., Professional Datasolutions, Inc., Datamax Corporation, Kernow Software, Alphameric Plc, Radiant Systems, Inc., Menulink (a Radiant
company), Workbrain, Inc., Workplace Software Systems, Inc., Torex Retail Plc, Kronos Incorporated and Retalix Ltd. and each of their respective successors and affiliates. 
 Prior to the Company taking any legal action in connection with an alleged breach by Executive of his obligations set forth in this
Section 3, the Company shall inform Executive by written notice with reasonable specificity of the basis for its belief that Executive has breached its obligations and provide Executive with five (5) business days to cure any such alleged
breach. 
 (d)  Injunctive Relief.  The services to be rendered by Executive hereunder are of a
special, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which the Company cannot be reasonably or adequately compensated in damages, and a breach by Executive shall cause the Company irreparable
injury and damage. Executive agrees that the remedy at law for any breach by him of any of the covenants and agreements set forth in this Section 3 will be inadequate and that in the event of any such breach, any member of the Company Group, in
addition to the other remedies that may be available to it at law, may obtain injunctive relief prohibiting him (together with all those persons associated with him) from the breach of such covenants and agreements. Resort to such equitable relief,
however, shall not be construed to be a waiver of any rights or remedies which the Company may otherwise have. The Company shall not be obligated to make any payments pursuant to Section 7(b) or 7(c) or any other type of severance payment while
said injunctive relief suit is pending. If the Company determines that injunctive relief is necessary to protect its interests, the Company shall seek such injunctive relief against Executive as expeditiously as possible. In the event that the
Company does not prevail in obtaining an injunction against Executive, the Company shall resume its payment obligations to Executive and pay to Executive any amounts withheld during the injunctive relief process. 
 (e)  Severability.  The parties hereto agree that the breadth, duration and area for which the covenant not to
compete set forth in subparagraph (c) above is to be effective are reasonable and necessary to protect the goodwill and Confidential Information of the Company and its affiliates, and will not cause an undue hardship on Executive. In the event
that any court determines that the breadth, time period and/or the area are unreasonable and that such covenant is to that extent unenforceable, the parties hereto agree that the covenant shall remain in

  

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full force and effect for the greatest breadth, greatest time period and in the greatest area that would not render it unenforceable. The parties intend that this covenant shall be deemed to be a
series of separate covenants, one for each and every county within the United States of America where this covenant is intended to be effective. In the event that any court determines that the requirement that Executive assign a certain class or
classes of Confidential Information to the Company is unreasonable and that such covenant is to that extent unenforceable, the parties hereto expressly agree that the covenant shall be interpreted to not apply to any Confidential Information which
falls into such a class or classes. 
 (f)  Ownership of Ideas.  In addition to any other
restrictions hereunder, Executive shall not furnish at any time during the period that he is employed by the Company to any other entity, person or persons any proposal or idea previously submitted to the Company or any of its Affiliates by
Executive or developed by Executive during the course of his employment by the Company, whether or not such proposal or idea was adopted by or in any way utilized by the Company or any such Affiliate, except after compliance with the Company’s
policy on conflicts of interest. Executive hereby grants and assigns to the Company all rights (including, without limitation, any copyright or patent) in the results and proceeds of all of Executive’s services hereunder performed within the
scope of Executive’s employment. All such services shall be subject in all respects to the reasonable supervision, control and direction of the Company’s Board. Any work in connection with such services shall be considered “work made
for hire” under the Copyright Law of the United States and the Company shall acquire all rights in such work as if the Company were the author of the results and proceeds of such work. Executive agrees to execute promptly any document requested
by the Company in order to effect or confirm the Company’s ownership of any such rights. 
 As used herein, the term
“Affiliate” shall mean and include any other corporation, partnership or other entity or enterprise which, directly or indirectly, is controlled by, controls, or is under common control with, the Company. For the purposes of the
preceding sentence, the word “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of an entity, whether through the ownership of voting securities or partnership interests or by contract. 
 (g)  Further Assurances.  Executive will, during the term, execute and deliver any further agreements or certifications as the Company may from time to time reasonably request
provided that such agreements and certifications are consistent with Executive’s rights and privileges hereunder. 
 4.    Compensation. 
 (a)  Salary.  During the term of
Executive’s employment by the Company, the Company shall pay Executive a base salary, payable in accordance with the Company’s normal payroll practice, at a rate of $275,000 per year. Executive’s salary will be reviewed at least
annually commencing in January 2009 to determine whether the salary should be adjusted. 
 (b)  Bonus.  For each fiscal year of the Company that the applicable performance targets established from time to time by the Board are achieved, and if Executive is

  

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employed by the Company pursuant to the terms of this Agreement on the last day of such fiscal year, Executive shall receive a bonus equal to fifty percent (50%) of his then annual base
salary, to be paid no later than March 15 of the following year. In the event that the Company outperforms or underperforms the annual performance targets established by the Board, the Board may, at its discretion, increase (if the Company
outperforms) or decrease (if the Company underperforms) the Executive’s bonus for that fiscal year. The Board may elect in its sole discretion to award all or any part of such bonus notwithstanding any failure of the applicable performance
targets to have been achieved. 
 (c)  Stock Options.  By no later than January 31, 2008, the
Board of Directors will authorize a grant to Executive of a total amount of stock options not less than 149,152 options which shall be issued in accordance with the terms of the standard management-form Stock Option Agreement with an exercise price
of fair market value determined by the Board as of the date of such grant. In connection with this grant, the Board shall authorized automatic vesting of an amount not less than 25% of the total grant as of the effective date of the grant with the
remaining options vesting at 2.0833% per month thereafter. 
 (d)  Transaction Bonus. 
 (i)  Upon the first Change of Control (as defined below) to occur after the Effective Date, the Company will pay Executive a
special bonus in the amount determined in paragraph (2), below, if: 
 (a)  Executive remains continuously employed
by the Company through the completion of that Change of Control (or is terminated by the Company without Cause less than 120 days before the completion of that Change of Control); 
 (b)  Executive exercises reasonable efforts to support and complete the Change of Control transaction; and 
 (c)  at the time of the completion of the Change of Control, the per share fair market value of common stock of the Company is
equal to or greater than $12.83 (an amount that, based on the Company’s capitalization at the time this Agreement is executed, equates to an aggregate equity value of $400,000,000), as determined by the Board with reference to the consideration
payable in connection with the Change of Control and disregarding, for this purpose, any consideration subject to a payment contingency other than solely the passage of time. The per share threshold referenced in the preceding sentence will be
adjusted by the Board, in its discretion, to equitably reflect the impact of stock splits, reverse stock splits, stock dividends, mergers, spin-offs, recapitalizations and similar events or transactions. 
 (ii)  The amount of the bonus payable under this Section 4(d) will be determined in accordance with the following chart,
based on the completion date of the Change of Control: 
  

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	 completion date of Change of Control
  
	  	 bonus amount
  

	 Anytime in Calendar Year 2008 or 2009
  
	  	$500,000
	 Anytime in Calendar Year 2010
  
	  	$300,000
	 Anytime in Calendar Year 2011
  
	  	$100,000
	 After Calendar Year 2011
  
	  	$0

 (iii)  Any bonus payable under this Section 4(d) will be paid in
cash, in a single lump sum, within 10 days following the completion of the Change of Control, and will be subject to tax withholding to the extent required by law. 
 (iv)  For purposes of this Agreement, “Change of Control” means the acquisition by any individual or business entity after the Effective Date of legal or beneficial ownership of more
than fifty percent (50%) of the equity value or voting power of the Company, excluding any acquisition by the Company or any Company employee benefit plan or trust or any current shareholder with at least a five percent (5%) legal or
beneficial ownership interest in the equity value or voting power of the Company (or any affiliate of any such entity); provided, however, that for the avoidance of doubt, a transaction (or a series of related transactions) will not
constitute a Change of Control if it results in the Company, any successor to the Company, or any successor to the Company’s business being controlled (directly or indirectly) by the same person(s) that controlled the Company, directly or
indirectly, immediately before such transaction. 
 (v)  Notwithstanding any other provision of this Agreement, to
the extent the Board determines that an amount otherwise payable under this section, when added to other payments, benefits or rights due to Executive (or potentially due to Executive in the future, such as severance payable in the event of a
subsequent termination of employment), could be subject to an excise tax under Section 4999 of the Internal Revenue Code (or could cause any other payment, property, benefit or right to become subject to such an excise tax), that amount will be
paid only if the Company’s stockholders approve such payment in accordance with Section 280G(b)(5)(B) of the Internal Revenue Code. 
 (vi)  This Agreement does not confer upon Executive any right to continue in the service of the Company or limit in any respect the Company’s right to terminate Executive’s employment
at any time, for any reason. 
 5.    Other Executive Benefits.  During the term of
Executive’s employment by the Company, the Company shall provide to Executive the following benefits: 
 (a)  Medical, Life and Disability Insurance.  The Company agrees to provide coverage to Executive and his family under such medical, dental, group life and other disability and life insurance plans and other
employment benefit plans (including, without

  

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limitation, the Company’s current defined contribution plan) as may be maintained from time to time in the discretion of the Company’s management or Board for the benefit of employees
of the Company generally and for officers or senior management employees of the Company. 
 (b)  Vacation.  Executive shall be entitled to up to four (4) weeks of paid vacation annually. Executive shall be entitled to other paid time off, such as holidays and sick leave, in accordance with the
Company’s programs and policies as in effect generally with respect to other executives of the Company. 
 (c)  Business Expenses.  The Company will pay or reimburse Executive for reasonable business expenses, including travel expenses, incurred by Executive in the course of providing his services hereunder. Such
reimbursement shall be made by the Company in accordance with its standard expense reimbursement policies and procedures. 
 (d)  Amendment.  Notwithstanding the foregoing, the Company shall have the right to amend its benefit plans and policies from time to time, provided that any such amendment shall be of general application and
shall not single out Executive. 
 6.    Termination by Reason of Death or
Disability.  Executive’s employment by the Company shall terminate automatically upon Executive’s death. If the Company reasonably determines in good faith that the Disability of Executive has occurred (pursuant to the
definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after
receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties. For purposes of this Agreement, “Disability” shall mean a physical or
mental impairment which substantially limits a major life activity of Executive and which renders Executive unable to perform the essential functions of his position, even with reasonable accommodation which does not impose an undue hardship on the
Company, for a period of no less than ninety (90) days. The Company reserves the right, in good faith, to make the determination of disability under this Agreement based upon information supplied by Executive and/or his medical personnel, as
well as information from medical personnel (or others) selected by the Company or its insurers. If Executive’s employment is terminated by reason of Executive’s death or Disability, the Company shall have no further obligations to
Executive or his legal representatives under this Agreement, other than for (a) payment of the sum of (i) Executive’s annual base salary through Executive’s Separation Date to the extent not theretofore paid (ii) any earned
but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the fiscal quarter in which his employment terminates to the extent the bonus
is payable to all employees for such time period; (iv) any accrued vacation pay of Executive to the extent not theretofore paid; and (v) reimbursement of any nonreimbursed business expenses of Executive incurred prior to his Separation
Date (the sum of the amounts described in clauses (i), (iv) and (v) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Executive or his estate or beneficiary, as applicable, in a lump
sum in cash within 30 days of Executive’s Separation Date; and (b) payment to Executive or his estate or beneficiary, as applicable, any amounts due pursuant to the terms of any applicable welfare benefit plans. 
  

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 7.    Termination with or without Cause, Termination by
Executive. 
 (a)  Termination with Cause.  The Company may terminate Executive’s
employment at any time for Cause upon written notice which shall specify the reasons for termination. If the Company so terminates Executive’s employment, the Company shall have no further obligations to Executive under this Agreement other
than for payment of the Accrued Obligations. Executive shall not be entitled to any severance pay or any other additional compensation. For purposes of this Agreement, “Cause” shall mean that the Board, acting in good faith based
upon the information then known to the Board, determines that Executive: 
  

	 	•	 	 is convicted of, or has pled guilty or nolo contendere to, a felony under the laws of the United States or applicable state law;



  

	 	•	 	 has engaged in acts of material fraud, material dishonesty or other acts of willful and material misconduct in the course of his employment by the
Company, unless Executive believed in good faith that such acts were in the best interests of the Company; 


  

	 	•	 	 willfully fails to comply with reasonable directives of the Board; or 


  

	 	•	 	 any breach of any material term of this Agreement; 


 provided that “Cause” shall not exist under the third or fourth bullet point above if a cure is reasonably possible in the circumstances unless the Company gives detailed written notice
to Executive of the event or circumstances that would otherwise constitute Cause and Executive fails to cure the event or circumstances constituting Cause within fifteen (15) days after receiving such notice. 
 (b)  Termination without Cause.  Notwithstanding anything herein to the contrary, it is understood and agreed
that the Company may terminate Executive’s employment for any reason or for no reason at any time or elect not to renew the period of Executive’s employment pursuant to this Agreement. If the Company terminates Executive’s employment
for other than Cause or death or Disability or if the Company elects not to renew the period of Executive’s employment pursuant to this Agreement, the Company shall have no further obligations to Executive under this Agreement other than
(a) the timely payment of the Accrued Obligations, and (b) provided Executive executes a Separation and General Release Agreement in a form reasonably satisfactory to the Company, (i) a payment of severance pay in the aggregate amount
of one times Executive’s annualized rate of base salary from the Company in effect immediately prior to his Separation Date (“Severance Pay”); (ii) any earned but unpaid bonus related to the Company’s performance for
any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the fiscal quarter in which his employment terminates to the extent the bonus is payable to all employees for such time period; and
(iv) the COBRA Benefit (as hereinafter defined). Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after
Executive’s Separation Date. The Company’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (or continue to provide such benefits, as the case may be) is subject to

  

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the condition precedent that Executive not breach any material term of this Agreement. For purposes of this Agreement, if Executive is entitled to the “COBRA Benefit,” the
Company shall, during the period (not to exceed eighteen (18) months) following Executive’s Separation Date which the Company is required to provide continued medical coverage to Executive pursuant to the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”), the Company shall either pay or reimburse Executive for one hundred percent (100%) of Executive’s COBRA premiums to continue for such period the same or reasonably equivalent medical coverage
for Executive (and, if applicable, Executive’s eligible dependents) as in effect immediately prior to the Separation Date. Executive shall not be entitled to any additional compensation. 
 (c)  Termination for Good Reason.  Executive may terminate his employment for “Good Reason” after
giving the Company detailed written notice thereof, if the Company fails to cure the event or circumstance constituting “Good Reason” within fifteen (15) days after receiving such notice. “Good Reason” means that,
without Executive’s express written consent, the occurrence of any one or more of the following: (1) the Company requires Executive to relocate his principal place of employment for the Company more than twenty-five (25) miles from
the Company’s principal office location as of the Effective Date, unless closer to Executive’s residence; (2) the Company materially diminishes Executive’s duties or responsibilities in a manner which is inconsistent with the
provisions of this Agreement or with his status as Executive Vice President – Product & Marketing; or (3) the Company breaches any material term of this Agreement. In the event Executive terminates his employment for Good Reason,
the Company shall have no further obligations to Executive under this Agreement other than (a) the timely payment of Accrued Obligations, and (b) provided Executive executes a Separation and General Release Agreement in a form satisfactory
to the Company, (i) payment of the Severance Pay (as defined in (b) above); (ii) any earned but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion
of Executive’s bonus for the fiscal quarter in which his employment terminates to the extent the bonus is payable to all employees for such time period; and (iv) the COBRA Benefit. Such Severance Pay, if any, shall be paid in twelve
substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of the aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The
Company’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (or continue to provide such benefits, as the case may be) is subject to the condition precedent that Executive not breach any material term of this Agreement.
Executive shall not be entitled to any additional compensation. 
 (d)  Termination Without Good
Reason.  Executive may terminate his employment without “Good Reason.” In the event Executive terminates his employment without Good Reason, the Company shall have no further obligations to Executive under this Agreement
other than for timely payment of the Accrued Obligations. Executive shall not be entitled to any severance pay or any other additional compensation. 
 (e)  Resignation from Boards.  Upon or promptly following any termination of Executive’s employment with the Company, Executive agrees to resign from each and every
(i) board of directors (or similar body, as the case may be) and (ii) office of each entity within the Company Group, that he may then hold, and all positions that he may have previously held with any entity within the Company Group.

  

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 (f)  No Other Claims.  Executive agrees that the payments
contemplated by Section 6 and this Section 7, as applicable, (including any benefit pursuant to Section 8,if applicable) shall constitute the exclusive and sole remedy for any termination of his employment and Executive covenants not
to assert or pursue any other remedies, at law or in equity, with respect to any termination of his employment (regardless of the reason). 
 8.  Change of Control.  In the event Executive’s employment by the Company terminates within the first twelve (12) months following a Change of Control in
circumstances that entitle Executive to payment of the Severance Pay pursuant to Section 7(b) or 7(c) above, provided Executive satisfies the release provisions set forth therein, Executive shall receive in lieu of the above reference Severance
Pay, a Change of Control severance payment equal to one and one half (1.5) times the Executive’s annualized rate of base salary from the Company in effect immediately prior to the Separation Date, payable in eighteen
(18) substantially equal monthly installments (without interest, with each installment equal to approximately 1/18th of the aggregate amount) beginning thirty (30) days after Executive’s Separation Date. All of
Executive’s then-outstanding and otherwise unvested stock options and other equity-based awards granted by the Company or Parent shall become fully vested upon the Change of Control. 
 “Change of Control” shall mean the acquisition by any individual or business entity (“Person”) after the
Effective Date of legal or beneficial ownership of more than fifty percent (50%) of the equity or voting power of the Company, excluding any acquisition by the Company or any Company employee benefit plan or trust or any current shareholder
with at least a five percent (5%) legal or beneficial ownership interest in the equity or voting power of the Company (or any affiliate of any such entity). 
 9.  Non-Disparagement.  Executive agrees that he shall not, during his employment with the Company and thereafter, directly or indirectly, make or ratify any statement, public
or private, oral or written, to any person that disparages, either professionally or personally, the Company, its Affiliates, as well as its and their respective directors, officers, agents, employees, stockholders, and successors, past and present,
and each of them. Nothing in this Section 9 shall in any way prohibit Executive from disclosing such information as may be required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar
self-regulatory organization applicable to Executive. For purposes Section 9, a statement shall be considered to “disparage” only if Executive knew or reasonably should have known at the time of making the statement that such
statement, when made, would have an adverse effect on the business, business reputation, or personal or professional reputation of the person so disparaged. 
 10.  Indemnification.  The Company agrees to indemnify Executive to the fullest extent provided in the Company’s Bylaws for officers generally. 
 11.   General Provisions. 
 (a)  Representations and Warranties.  Executive hereby represents and warrants to the Company that he is not a party to any other agreement which would have the effect of
preventing the execution by him of this Agreement or the fulfillment by him of his obligations hereunder. Executive further confirms that he has carefully read this Agreement,

  

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fully understands its contents and terms, and has had an opportunity to ask the Company about any questions, concerns or issues Executive may have in connection with this Agreement or its terms.
Executive also confirms that he has an opportunity to consult legal counsel and other advisers of his choice in connection with this Agreement. 
 (b)  Notices.  Any notice to be given pursuant to this Agreement shall be in writing and shall be deemed duly given (i) three (3) business days after deposit in the
United States mail, certified mail, return receipt requested, to the party to receive such notice at the address specified below or (ii) immediately upon actual delivery and receipt of the notice, or (iii) the next business day after
deposit with a reputable overnight courier, addressed to the party to receive such notice at the address specified below: 
  

			
	If to the Company, to:	  	 RedPrairie Corporation
 20700
Swenson Drive
 Waukesha, Wisconsin 53186
 Attention: Chief Legal Officer

		
	If to Executive, to:	  	 James H. Hoefflin


 Either party may change his or its name and/or address for purposes of this Section by giving the
other written notice of the new name and/or address in the manner set forth above. 
 (c)  Successors and
Assigns.  This Agreement shall bind and shall inure to the benefit of the Company Group and any and all of its successors and assigns. This Agreement is personal to Executive and shall not be assignable by Executive. The Company may
assign this Agreement to any entity which (i) purchases all or substantially all of the assets of the Company or (ii) is a direct or indirect successor (whether by merger, sale of stock or transfer of assets) of the Company. Any such
assignment shall be valid so long as the entity which succeeds to the Company expressly assumes the Company’s obligations hereunder and complies with its terms. 
 (d)  Waiver of Breach.  The waiver by the Company or Executive of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any
subsequent breach by the other. 
 (e)  Entire Agreement/Modification.  This Agreement contains all
of the covenants and agreements between Executive on one hand, and the Company on the other hand, with respect to Executive’s employment in any manner whatsoever and supersede any prior agreements between Executive on one hand, and the Company
on the other hand (including, without limitation, any employment agreement or change of control agreement between them). Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be
deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect. There are no representations,
warranties, or agreements, whether express or implied, or oral or written, with respect to the

  

 -12- 









 
subject matter hereof, except as expressly set forth herein. Any modification of this Agreement will be effective only if it is in writing and signed by both parties. 
 (f)  Partial Invalidity.  If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 
 (g)  Governing Law.  The validity of this Agreement and the interpretation and performance of all of its terms shall be governed by the laws of the State of Wisconsin without
reference to its conflict of laws provisions. 
 (h)  Resolution of Disputes.  Any controversy
arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s
employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Milwaukee, Wisconsin, before a sole arbitrator selected from the American Arbitration Association, as the exclusive forum for the
resolution of such dispute; provided, however, that provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief
granted by such court shall remain effective until the matter is finally determined by the Arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any
and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or
decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving
any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or Executive’s
employment. The parties agree that the Company shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator’s fee. 
 (i)  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but together which shall constitute one and the same
document. 
 (j)  Section Headings.  The section headings in this Agreement are for the purpose of
convenience only and shall not limit or otherwise affect any of the terms hereof. 
 (k)  Taxes.  Notwithstanding anything else herein to the contrary, the Company may withhold from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income,
employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation and any additional amounts that Executive may authorize. 
  

 -13- 









 (l)  Invalid Provisions.  Without limiting the application of
any other specific severability provision in this Agreement, if any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future law, such provision shall be fully severable. This Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and the remaining portions hereof shall remain full force and effect and shall not be effective by the illegal, invalid or unenforceable provision
or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision similar in terms to such illegal, invalid or unenforceable provision as
may be possible and be legal, valid, and enforceable. 
 IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer and Executive has executed the same as of the day and year first above written. 
  

			
	 REDPRAIRIE CORPORATION,
 a Delaware corporation

		
	By:	 	        /s/ Michael Mayoras
		
	Its:	 	        Chief Executive Officer
	
	JAMES H. HOEFFLIN
		
	By:	 	        /s/ James H. Hoefflin


  

 -14- 









 First Amendment to Employment Agreement 
 Between 
 RedPrairie Corporation 
 and 
 James H. Hoefflin 

 This First Amendment dated as of the 1st day of January 2009, is attached to and made a part of the Employment Agreement dated 24 October 2007 (the
“Agreement”) between RedPrairie Corporation (hereafter “Company”) and James H. Hoefflin (hereinafter “Executive”). Wherever possible, the terms of this Amendment shall be read in such a manner so as to avoid conflict
with the terms of the Agreement but, in the event of an unavoidable conflict, the terms of this Amendment shall control over the terms and conditions of the Agreement. For good and valuable consideration, the receipt of which is hereby acknowledged,
the parties agree to revise the Agreement, which revisions are retroactively effective as of the date set forth above, in accordance with the following terms: 
  

	 	 1.
	 Section 4(d) is deleted in its entirety and replaced with the following new language: 


 (d) Transaction Bonus. 
                                         
(i) Upon the first Change of Control (as defined in Section 8 of this Agreement) to occur after the Effective Date, the Company will pay Executive a special bonus in the amount determined in paragraph (ii), below, if: 
  

	 	 (a)
	 Executive remains continuously employed by the Company or its Affiliates through the completion of that Change of Control (or is terminated by the Company or
its Affiliates without Cause less than 120 days before the completion of that Change of Control); 


  

	 	 (b)
	 Executive exercises reasonable efforts to support and complete the Change of Control transaction; and 


  

	 	 (c)
	 at the time of completion of the Change of Control, the per share fair market value of common stock of the Company is equal to or greater than $12.83 (an
amount that, based on the Company’s capitalization at the time this Agreement is executed, equates to an aggregate equity value of $400,000,000), as determined by the Board with reference to the consideration payable in connection with the
Change of Control and disregarding, for this purpose, any consideration subject to a payment contingency other than solely the passage of time. The per share threshold referenced in the preceding sentence will be adjusted by the Board, in its
discretion, to equitably reflect the impact of stock splits, reverse stock splits, stock dividends, mergers, spin-offs, recapitalizations and similar events or transactions. 


                                         
(ii) The amount of the bonus payable under this Section 4(d) will be determined in accordance with the following chart, based on the completion date of the Change of Control: 
  

			
	 	 
	 Completion Date of Change of Control
	  	 Bonus Amount

	 	 
	 Anytime in Calendar Year 2008 or 2009
	  	$500,000
	 	 
	 Anytime in Calendar Year 2010
	  	$300,000










			
	 	 
	 Anytime in Calendar Year 2011
	  	$100,000
	 	 
	 After Calendar Year 2011
	  	$0

                                         
(iii) Any bonus payable under this Section 4(d) will be paid in cash, in a single lump sum, within 10 days following the completion of the Change of Control, and will be subject to tax withholding to the extent required by law. 
                                         
(iv) Notwithstanding any other provision of this Agreement, to the extent the Board determines that an amount otherwise payable under this section, when added to other payments, benefits or rights due to Executive (or potentially due to Executive in
the future, such as severance payable in the event of a subsequent termination of employment), could be subject to an excise tax under Section 4999 of the Internal Revenue Code (or could cause any other payment, property, benefit or right to
become subject to such an excise tax), that amount will be paid only if the Company’s stockholders approve such payment in accordance with Section 280G(b)(5)(B) of the Internal Revenue Code. 
             (v) This Agreement does not confer upon Executive any right to
continue in the service of the Company or limit in any respect the Company’s right to terminate Executive’s employment at any time, for any reason. 
  

	 	 2.
	 Section 8 of the Agreement is deleted in its entirety and replaced with the following new language: 


 “8.    Change of Control. In the event Executive’s employment by the Company terminates within
the first twelve (12) months following a Change of Control in circumstances that entitle Executive to payment of the Severance Pay pursuant to Section 7(b) or 7(c) above, provided Executive satisfies the release provisions set forth
therein, Executive shall receive in lieu of the above referenced Severance Pay, a Change of Control severance payment equal to one and one half (1.5) times the Executive’s annualized rate of base salary from the Company in effect
immediately prior to the Separation Date, payable in eighteen (18) substantially equal monthly installments (without interest, with each installment equal to approximately 1/18th of the aggregate amount) beginning thirty (30) days after
Executive’s Separation Date. If a Change of Control occurs while the Executive is still employed by the Company (or any of its Affiliates), then all of Executive’s then-outstanding and otherwise unvested stock options and other
equity-based awards granted by the Company or RedPrairie Holding, Inc. (the “Parent”) shall become fully vested as of immediately prior to the Change of Control, except as expressly provided otherwise in the agreement governing such
stock option or other equity-based awards. 
 “Change of Control” shall mean the acquisition by any
individual, corporation, partnership or other entity (each, a “Person”) after the Effective Date of legal or beneficial ownership of more than fifty percent (50%) of the equity or voting power of the Parent or the Company;
provided, however, the following acquisitions of equity or voting power of the Parent or the Company shall not constitute a Change in Control (regardless of the resulting changes in percentage ownership of the Parent or the Company by any of
its shareholders by reason of such acquisition): any acquisition by (i) the Parent or the Company, (ii) any employee benefit plan (or related trust) sponsored or maintained by the Parent, the Company or any affiliate or a successor
thereof, or (iii) any Person who is the legal or beneficial owner of at least five percent (5%) of the equity or voting power of the









 
Parent or the Company (or any affiliate of any such Person) as of immediately prior to the date of such acquisition As used in the definition of Change of Control, “affiliate” means,
with respect to any Person, any other Person which, directly or indirectly, is controlled by, controls, or is under common control with, such Person. For the purposes of the preceding sentence, the word “control” (including the terms
“controlling,” “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the entity, whether
through the ownership of voting securities or partnership interests or by contract.” 
  

	 	 3.
	 Except as expressly provided otherwise in this Amendment, all the terms and conditions of the Agreement shall remain in full force and effect.



 In WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly
authorized officer and Executive has executed the same as of the day and year first written above. 
  

							
	 REDPRAIRIE CORPORATION
	 		 	 JAMES H. HOEFFLIN

				
	 By:
	 	 /s/ Michael Mayoras
	 		 	 /s/ James H. Hoefflin

				
	 Name:
	 	 Michael Mayoras
	 		 	
				
	 Title:
	 	 CEO
	 		 	









 Second Amendment to Employment Agreement 
 Between 
 RedPrairie Corporation 
 and 
 James H. Hoefflin 
 This Second
Amendment dated on this 23rd day of November 2009, is
attached to and made a part of the Employment Agreement dated 24 October 2007 (the “Agreement”) between RedPrairie Corporation (hereafter “Company”) and James H. Hoefflin (hereinafter “Executive”).
For good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree to revise the Agreement as follows: 
 1. Effective immediately prior to the effectiveness of the registration statement relating to the first underwritten public offering of the common stock of Holding, and provided such offering is completed
on or before December 31, 2012, Section 4(d) of the Agreement is deleted in its entirety and replaced with the following, and the Executive’s entitlement to any transaction bonus (as defined in the Agreement as in effect prior to this
Amendment) is hereby terminated: 
 (d) Restricted Stock Grant. Effective immediately prior to the
effectiveness of the registration statement relating to the first underwritten public offering of the common stock of Holding, and provided that the Executive is employed by the Company on such date, Holding will grant the Executive 25,000 shares of
restricted common stock of Holding pursuant to a Restricted Stock Award Agreement substantially in the form attached hereto as Exhibit A. 
 2. A new Section 7(g) is hereby added to the Agreement to read as follows: 
 (g) Section 409A. 
 (i) All payments to be made upon a termination of employment
under the Agreement will only be made upon a “separation from service” within the meaning of section 409A of the Code. If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of
the date of the Executive’s separation from service, the Executive shall not be entitled to any payment or benefit pursuant to Sections 7(b) or (c) until the earlier of (A) the date which is six (6) months after his separation from service, or
(B) the date of the Executive’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. Any amounts otherwise payable
to the Executive upon or in the six (6) month period following the Executive’s separation from service that are not so paid by reason of this Section 7(g) shall be paid (without interest) as soon as practicable (and in all events within thirty
(30) days) after the date that is six (6) months after the Executive’s separation from service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Participant’s death). 
 (ii) To the extent that any reimbursement benefits pursuant to Sections 7(b) or (c) are taxable to the
Executive, any reimbursement payment due to the Executive shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred, and such benefits are not
subject to liquidation or









 
exchange for another benefit and the amount of such benefits that the Executive receives in one taxable year shall not affect the amount of such benefits that the Executive receives in any other
taxable year. 
 3. Except as expressly provided otherwise in this Amendment, all the terms and conditions of the Agreement
shall remain in full force and effect. 
 In WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer and Executive has executed the same on the day and year first written above. 
  

							
	 REDPRAIRIE CORPORATION
	 		 	 JAMES H. HOEFFLIN

				
	 By:
	 	 /s/    Laura L. Fese
	 		 	 /s/    James H. Hoefflin

				
	 Name:
	 	 Laura L. Fese
	 		 	
				
	 Title:
	 	 Chief Legal Officer