EMPLOYMENT AGREEMENT

Exhibit 10.14

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 26^th day of October 2007 (the “Effective Date”), by and between RedPrairie Corporation, a Delaware corporation (the “Company”), and Michael Mayoras (the “Executive”).

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A.         The Company desires to employ the Executive, and the Executive desires to accept such employment, on the terms and conditions set forth in this Agreement.

B.         This Agreement shall be effective immediately and shall govern the employment relationship between the Executive and the Company from and after the Effective Date, and, as of the Effective Date, supersedes and negates all previous agreements and understandings with respect to such relationship (including, without limitation, the Employment Agreement by and between the Company and the Executive dated September 26, 2005 (the “Prior Employment Agreement”)).

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

2

3

4

5

(a)         The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as such term is defined in Section 5.5);

(b)         If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:

(i)         The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one times his Base Salary (or, if the Severance Date occurs on or after the date of a Change in Control Event, one and one half (1.5) times his Base Salary) at the annualized rate in effect on the Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 5.7(a), the Company shall pay the Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months (or, if the Severance Date occurs on or after the date of a Change in Control Event, a period of eighteen (18) consecutive months), with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Benefit. For example, if such installments were to be made on a monthly basis over twelve months, each installment would equal one-twelfth (1/12^th) of the Severance Benefit.)

(ii)         The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.7(a), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for

6

the twelfth month (or, if the Severance Date occurs on or after the date of a Change in Control Event, the eighteenth month) following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place.

(iii)         The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year (or, if the Board has determined to pay the Incentive Bonus on a quarterly basis, fiscal quarter) that ended before the Severance Date, to the extent not theretofore paid;

(iv)         At the time the Company pays bonuses with respect to the fiscal year (or, if the Board has determined to pay the Incentive Bonus on a quarterly basis, fiscal quarter) in which the Severance Date occurs, the Company shall pay the Executive the Incentive Bonus that would otherwise have been paid to the Executive had his employment by the Company not terminated with respect to that fiscal year or quarter, as applicable, multiplied by a fraction, the numerator of which is the total number of days in such fiscal year or quarter, as applicable, in which the Executive was employed by the Company and the denominator of which is the total number of days in such fiscal year or quarter, as applicable.

(c)         If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s Disability, the Company shall pay the Executive the amounts contemplated by Section 5.3(b)(iii) and (iv).

(d)         Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii), 5.3(b)(iv), or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the greater amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s release contemplated by Section 5.4.

(e)         The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group

7

insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any).

(a)         This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Section 5.3(b) or 5.3(c) or any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his last day of employment with the Company, provide the Company with a valid, executed general release agreement in a form acceptable to the Company, and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law.

(b)         The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

(a)         As used herein, “Accrued Obligations” means:

(i)         any Base Salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date; and

(ii)         any reimbursement due to the Executive pursuant to Section 4.2 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement policies in effect at the applicable time.

(b)         As used herein, “Affiliate” of the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term

8

“control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. The term “Affiliate” shall not include any entity that would not otherwise be an Affiliate of the Company but for its ownership by Francisco Partners or any of its affiliated funds.

(c)         As used herein, “Cause” shall mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board) based on the information then known to it, that one or more of the following has occurred:

(i)         the Executive is convicted of, pled guilty or nolo contendere to a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);

(ii)         the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct in the course of his duties hereunder;

(iii)         the Executive willfully fails to perform or uphold his duties under this Agreement and/or willfully fails to comply with reasonable directives of the Board; or

(iv)         a breach by the Executive of any other provision of Section 6, or any material breach by the Executive of any other contract he is a party to with the Company or any of its Affiliates.

(d)         As used herein, “Constructive Termination” shall mean a resignation by the Executive after the occurrence (without the Executive’s consent) of any one or more of the following conditions:

(i)         a material diminution in the Executive’s rate of Base Salary;

(ii)         a material diminution in the Executive’s authority, duties, or responsibilities;

(iii)         a material change in the geographic location of the Executive’s principal office with the Company (for this purpose, in no event shall a relocation of such office to a new location that is not more than fifty (50) miles from the current location of the Company’s executive offices constitute a “material change”); or

(iv)         a material breach by the Company of this Agreement;

provided, however, that any such condition or conditions, as applicable, shall not constitute grounds for a Constructive Termination unless both (x) the Executive provides written notice to the Company of the condition claimed to constitute grounds for a Constructive Termination within sixty (60) days of the initial existence of such condition(s) (such notice to be delivered in accordance with Section 18), and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the

9

Executive’s employment with the Company shall not constitute a Constructive Termination unless such termination occurs not more than one hundred and twenty (120) days following the initial existence of the condition claimed to constitute grounds for a Constructive Termination.

(e)         As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal or state law, in which case that longer period would apply.

(f)         As used herein, “Involuntary Termination” shall mean (i) a termination of the Executive by the Company without Cause (and other than due to Executive’s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (ii) a Constructive Termination.

(g)         As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(h)         As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(a)         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 Section 5.3(b) or (c) until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) 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 Participant’s Separation from Service that are not so paid by reason of this Section 5.7(a) 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 Participant’s Separation from Service (or, if earlier, as soon as

10

practicable, and in all events within thirty (30) days, after the date of the Participant’s death).

(b)         To the extent that any benefits pursuant to Section 5.3(b)(iii) are taxable to the Executive, any reimbursement payment due to the Executive pursuant to such provision 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. The benefits pursuant to Section 5.3(b)(iii) 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.

(a)         The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties for the Company. The Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Executive may then possess or have under his control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process.

(b)         As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and

11

(xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

(c)         As used in this Agreement, the term “Work Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) which relates to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Affiliates, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the Effective Date) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or originated during his employment by the Company or any of its Affiliates prior to the Effective Date, that he may discover, invent or originate during the Period of Employment or at any time in the period of twelve (12) months after the Severance Date, shall be the exclusive property of the Company and its Affiliates, as applicable, and Executive hereby assigns all of Executive’s right, title and interest in and to such Work Product to the Company or its applicable Affiliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of its Affiliates’, as applicable) rights therein, and shall assist the Company, at the Company’s expense, in obtaining, defending and enforcing the Company’s (or any of its Affiliates’, as applicable) rights therein. The Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company, the Company’s (and any of its Affiliates’, as applicable) rights to any Work Product.

12

13

14

(a)         This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)         This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.

15

16

17

if to the Company:

RedPrairie Corporation

20700 Swenson Drive

Waukesha, Wisconsin 53186

Attention: Chief Legal Officer

with copies to:

Francisco Partners, L.P.

Letterman Digital Arts Center

One Letterman Drive, Building C, Suite 410

San Francisco, CA 94129

Attn: Ezra Perlman

and

O’Melveny & Myers LLP

Embarcadero Center West

275 Battery Street

San Francisco, California 94111-3305

Attn: Michael Kennedy, Esq.

if to the Executive, to the address most recently on file in the payroll records of the Company.

[The remainder of this page has intentionally been left blank.]

18

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the Effective Date.

19

First Amendment to Employment Agreement

Between

RedPrairie Corporation

and

Michael Mayoras

This First Amendment dated as of the 1^st day of January 2009, is attached to and made a part of the Employment Agreement dated 26 October 2007 (the “Agreement”) between RedPrairie Corporation (hereafter “Company”) and Michael Mayoras (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 3.4 of the Agreement is deleted in its entirety and replaced with the following language:

“3.4         Sale Bonus.  If, during the Period of Employment while you are the Chief Executive Officer of the Company and in all cases on or before the date that is thirty six (36) months after the Effective Date, Francisco Partners (which term includes its affiliated funds for purposes of this Section 3.4) sells (other than to one of its affiliates or a fund managed by it or one of its affiliates) all or any portion of its interest in Holding, the Company will pay Executive a sale bonus as follows: (1) if 100% of Francisco Partners’ equity interests in Holdings are so sold, the sale bonus shall be equal to ONE MILLION ONE HUNDRED THIRTY SEVEN THOUSAND EIGHT HUNDRED TWENTY-ONE DOLLARS ($1,137,821) (the “Bonus Opportunity Amount”), and (2) if less than 100% of Francisco Partners’ equity interests in Holdings are so sold, the sale bonus shall be equal to the Bonus Opportunity Amount multiplied by the percentage of Francisco Partners’ equity interests in Holdings that are so sold. For purposes of these calculations, the percentage of Francisco Partners’ equity interests in Holdings that are sold shall be determined with reference to Francisco Partners’ equity interests in Holdings as of the Effective Date (such that if Francisco Partners’ sells 50% of its equity interests in Holdings in one transaction, and then sells the remaining 50% of its equity interests in Holdings in a second transaction, the portion of Francisco Partners’ equity interests sold in the second transaction shall be 50% for purposes of this calculation even though, at the time of the second sale after giving effect to the first sale, the percentage of such interests sold in the second sale constituted all of such interests outstanding immediately prior to the second sale). Any sale bonus due to Executive pursuant to this Section 3.4 with respect to any sale of equity interests by Francisco Partners shall be paid no later than two and one-half months after such sale. Each of the parties hereto (i) acknowledges that, for purposes of determining the per share exercise price of the Option granted in accordance with Section 3.3, the Board determined that the value of Holding on a consolidated basis (the “Enterprise Value”) was greater than FOUR HUNDRED AND SEVENTY FIVE MILLION DOLLARS ($475,000,000) as of the Grant Date, and (ii) agrees that based on that Enterprise Value, the Bonus Opportunity Amount is equal to ONE MILLION ONE HUNDRED THIRTY SEVEN THOUSAND EIGHT HUNDRED TWENTY-ONE DOLLARS ($1,137,821).”

2.      A new Section 3.5 is hereby added to the Agreement as follows:

“3.5         Prior Stock Options.  Holding and Executive are parties to (i) a Stock Option Agreement, dated November 16, 2005, pursuant to which Executive was granted an option to purchase 137,647 shares of Holding common stock, and (ii) a Stock Option Agreement, dated September 27, 2006, pursuant to which Executive was granted an

option to purchase 41,294 shares of Holding common stock (collectively, the “Prior Stock Option Agreements”). The parties hereto intend for the options granted under the Prior Stock Option Agreements to continue to have the benefit of accelerated vesting in connection with a change of control of control as provided in the Prior Employment Agreement. In furtherance thereof, if a Change of Control occurs while the Executive is still employed by the Company (or any of its Affiliates), then all of the Executive’s then outstanding and otherwise unvested stock options which had been granted under the Prior Stock Option Agreements shall become fully vested as of immediately prior to the Change of Control. For purposes of this Section 3.5, “Change of Control” shall mean the acquisition by any Person (as defined in Section 5.5(g) of this Agreement) after the Effective Date of legal or beneficial ownership of more than fifty percent (50%) of the equity or voting power of Holding or the Company; provided, however, the following acquisitions of equity or voting power of Holding or the Company shall not constitute a Change in Control (regardless of the resulting changes in percentage ownership of Holding or the Company by any of its shareholders by reason of such acquisition): any acquisition by (i) Holding or the Company, (ii) any employee benefit plan (or related trust) sponsored or maintained by Holding, 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 Holding 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. This Section 3.5 shall supersede any reference to the Prior Employment Agreement in the Prior Stock Option Agreements and shall control the vesting of any then-outstanding and otherwise unvested options granted under the Prior Stock Option Agreements in the event of a Change of Control.”

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.

Second Amendment to Employment Agreement

Between

RedPrairie Corporation

and

Michael Mayoras

This Second Amendment dated as of the 10^th day of August, 2009 (the “Amendment”), is attached to and made a part of the Employment Agreement dated 26 October 2007, as amended (the “Agreement”) between RedPrairie Corporation (hereafter “Company”) and Michael Mayoras (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 in accordance with the following terms:

1.      Section 3.4 of the Agreement is deleted in its entirety and replaced with the following language:

3.4         Sale Bonus.  If, during the Period of Employment while you are the Chief Executive Officer of the Company and in all cases on or before December 31, 2012, Francisco Partners (which term includes its affiliated funds for purposes of this Section 3.4) sells any portion of its interest in Holding to any Person (other than an affiliate of Francisco Partners or a fund managed by Francisco Partners or any of its affiliates) (a “Third Party Purchaser”), the Company will pay Executive a sale bonus in an amount equal to the Sale Bonus Amount multiplied by the percentage of Francisco Partners’ equity interests in Holdings that are so sold in such transaction. The amount payable to the Executive pursuant to this Section 3.4 is referred to as the “Sale Bonus Amount” and shall be based on the Enterprise Value. For purposes of this Section 3.4, the “Enterprise Value” shall be established at the time Francisco Partners completes the initial sale of any portion of its equity interest in Holdings to a Third Party Purchaser and shall be equal to the enterprise value of Holdings at which Francisco Partners sells its equity interest in Holdings to such Third Party Purchaser in such initial sale transaction.

If the Enterprise Value is less than or equal to four hundred seventy-five million dollars ($475,000,000), then the Sale Bonus Amount shall be equal to one million dollars ($1,000,000). If the Enterprise Value is greater than four hundred seventy-five million dollars ($475,000,000), then the Sale Bonus Amount shall be an amount equal to one million dollars ($1,000,000), plus 1.5% of the dollar amount by which the Enterprise Value exceeds four hundred seventy-five million dollars ($475,000,000). For purposes of the calculations in this Section 3.4, the percentage of Francisco Partners’ equity interests in Holdings that are sold shall be determined with reference to Francisco Partners’ equity interests in Holdings as of the Effective Date.

The Sale Bonus Amount due to Executive pursuant to this Section 3.4 with respect to any sale by Francisco Partners of its equity interests in Holdings to a Third Party Purchaser shall be payable in cash and shall be paid no later than two and one-half months after such sale.

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

3.      This Amendment shall be governed by the laws of the State of Wisconsin without reference to its conflict of laws provision.

In WITNESS WHEREOF, the Company has caused this Amendment 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.

Third Amendment to Employment Agreement

Between

RedPrairie Corporation

and

Michael Mayoras

This Third Amendment dated on this 23^rd day of November, 2009 (the “Amendment”), is attached to and made a part of the Employment Agreement dated 26 October 2007, as amended (the “Agreement”) between RedPrairie Corporation (hereafter “Company”) and Michael Mayoras (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 3.4 of the Agreement is deleted in its entirety and replaced with the following, and the Executive’s entitlement to any “Sale Bonus Amount” (as defined in the Agreement as in effect prior to this Amendment) is hereby terminated:

3.4 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 75,000 shares of restricted common stock of Holding pursuant to a Restricted Stock Award Agreement substantially in the form attached hereto as Exhibit A.

2. Section 5.7(b) of the Agreement is revised by replacing each reference to “Section 5.3(b)(iii)” with “Section 5.3(b)(ii).”

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 Amendment 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.