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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).