THIRD AMENDED AND RESTATED
THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) is effective as of this 16th day of January 2019, by and between Infor (US), Inc., a Delaware corporation (the Company), and C. James Schaper (Executive). The Company is an indirect, wholly-owned Subsidiary of IGS Holding, L.P., a Delaware limited partnership (Parent).
The Company and Executive are party to that certain Amended and Restated Employment Agreement, dated as of December 6, 2010, as previously amended from time to time (collectively, the Prior Agreement). The Company and Executive desire to amend and restate the Prior Agreement in its entirety upon the terms set forth herein.
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Employment and Prior Agreements.
(a) The Company hereby agrees to continue Executives employment with the Company, and Executive hereby agrees to continue his employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the effective date of this Agreement (the Commencement Date) and ending as provided in Section 4 hereof.
(b) Other than that certain Indemnity Agreement, dated February 23, 2009 (together with any and all predecessor director and officer indemnity agreements entered into by and among Executive and/or Parent and any of its Subsidiaries), by and among Executive, Parent and certain of Parents Subsidiaries (it being acknowledged by each of the undersigned that each of the foregoing indemnity agreements will survive in accordance with their express terms and conditions), any and all prior agreements or understandings between Executive and Parent or any of its Subsidiaries with respect to Executives employment (including the Prior Agreement) are hereby terminated in their entirety as of the date hereof and shall be of no further force or effect and neither party thereto shall have any further liabilities or obligations with respect thereto. For the avoidance of doubt, nothing herein shall supersede, terminate or otherwise affect any agreement between Executive and Parent or any of its Subsidiaries with respect to Executives ownership or sale of any equity securities (including options) of Parent or any of its Subsidiaries.
2. Position and Duties.
(a) During the Employment Period (as defined below), Executive shall serve as an advisor to the Chief Executive Officer (the CEO) and the Board of Directors (the Board) of Parent and the Company. Executive will report to, and be subject to the overall direction and authority of the CEO and Board.
(b) Executive will devote Executives best efforts, and such time and attention to the business and affairs of the Company commensurate with Executives assigned duties for the Company. Executive will perform Executives duties and responsibilities to the Company to the best of Executives abilities in a diligent, trustworthy, businesslike and efficient manner.