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Separation and Non-Competition Agreement - Manhattan Associates Inc. and Ramesh Srinivasan

Non-Competition Forms


                    SEPARATION AND NON-COMPETITION AGREEMENT

This Separation and Non-Competition Agreement is made this 25th day of January,
2005 by and between Manhattan Associates, Inc. ("Company") and Ramesh Srinivasan
("Executive").

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, and in consideration of the mutual promises and covenants
set forth in this Agreement, the parties agree as follows:

      1)    Severance and Separation from Employment: Executive and Company have
            agreed that Executive will end his employment on March 31, 2005.
            However, on January 15, 2005, Executive's job description as well as
            scope and nature of Executive's employment will change. Executive
            will only be reasonably available upon the prior request of Company
            to perform services for Company consistent with Executive's prior
            job responsibilities. Between January 16, 2005 and March 31, 2005
            Executive may work for or with other entities as long has he does
            not perform competitive services for such entity during such period
            or otherwise violate any provision of this Agreement. On March 31,
            2005, Executive agrees to return to Company any and all Company
            property. Executive shall continue to receive his current base
            salary through March 31, 2005, subject to all standard deductions.
            Executive will likewise be accorded all other Employee Benefits he
            has been provided by the Company prior to this date and shall
            continue to be indemnified by Company in his capacity as an Officer.
            Executive's options (and/or restricted shares) under the Manhattan
            Associates Stock Option Plan shall continue to vest through March
            31, 2005 as reflected on the Optionee Statement of Company attached
            hereto. All vested stock options (and/or restricted shares) not
            exercised will expire April 30, 2005 pursuant to Manhattan
            Associates Stock Option Plan. Executive agrees to waive any further
            separation payments or any other rights relating to his employment
            agreement. This Agreement governs the terms by which Executive has
            and shall receive certain payments in return for a promise not to
            compete with the business of the Company pursuant to paragraph 3.

      2)    Release of Claims. For and in consideration of the promises,
            covenants, and warranties contained herein, and other good and
            valuable consideration, the sufficiency of which is hereby expressly
            acknowledged, on behalf of himself, his heirs, administrators,
            executors, successors and assigns, Executive does hereby release,
            remise, acquit and forever discharge Company and each of Company's
            successors, assigns, subsidiaries, affiliates, and parent
            corporations, and each and all of Company's respective past and
            present officers, directors, agents, servants, employees, and
            attorneys, from any and all rights, demands, claims, damages,
            losses, costs, expenses, actions and causes of action whatsoever,
            including but not limited to claims for compensation, stock options,
            stock rights, wages, benefits, bonuses, breach of contract,
            intentional infliction of emotional distress, defamation, or any
            other torts or personal injury, or claims under any municipal, state
            or federal statute, regulation or ordinance, including but not
            limited to The Civil Rights Acts 1866, 1871, 1964 and 1991, the Age
            Discrimination in Employment Act of

<PAGE>

            1967, the Older Workers Benefit Protection Act, the Americans with
            Disabilities Act, The Rehabilitation Act, the Family and Medical
            Leave Act, the Fair Labor Standards Act, the Employee Retirement
            Income Security Act of 1974, the Occupational and Safety and Health
            Act, the Immigration Reform and Control Act of 1986, Georgia's fair
            employment practices laws, or claims in tort or in contract, at law
            or in equity known or unknown, contingent or fixed, suspected or
            unsuspected, arising out of or in any way related to Executive's
            employment or termination of employment with Company, and/or any
            other matter or claim occurring or existing at any time from the
            beginning of time through the date of the execution of this
            Agreement. Employee understands and agrees that by signing this
            Agreement, he is giving up any right which he may have under
            federal, state, or municipal law, and is hereby covenanting not to
            file complaints or lawsuits or to assert any claims against Company
            or any affiliates, directors or employees concerning any events
            relating to his employment or termination of employment with
            Company. Executive understands that he shall have the right to have
            twenty-one (21) days from the date of receipt of this Agreement to
            review this document, and within seven (7) days of signing this
            agreement to revoke this Agreement. Employer agrees and Employee
            understands that he does not waive any rights or claims that may
            arise after the date this Agreement is executed. The parties have
            had access to legal counsel of their choosing, and they acknowledge
            they fully understand the terms and conditions herein and agree to
            be bound and subject thereto. Executive's release hereunder does not
            release Company from any of its obligations under: (i) this
            Separation and Non-Competition Agreement, (ii) the Manhattan
            Associates Stock Option Plan, or (iii) the Indemnification Agreement
            between Company and Executive dated September 2, 2004.

      3)    Non-Competition. As a condition to any payment based on termination,
            Executive agrees that he will not work for any of the Fourteen (14)
            direct competitors to Company listed in Schedule A for a period of
            Twelve (12) months from January 15, 2005 without written consent of
            Employer. Executive further agrees that he will not (without
            Company's prior written consent) recruit or hire, another Executive
            or employee of Employer for a period of Twelve (12) months from
            January 15, 2005 or cause or assist (without Company's prior written
            consent) another Executive or employee of Employer to be hired by
            any of the Fourteen (14) direct competitors to Company listed in
            Schedule A for a period of Twelve (12) months from January 15, 2005.

      4)    Effect of violations by Executive. Executive agrees and understands
            that any action by him in violation of this Agreement shall void
            Employer's payment to the Executive of all severance monies and
            benefits provided for herein and shall require immediate repayment
            by the Executive to Employer.

      5)    Severability. If any provision, or portion thereof, of this
            Agreement is held invalid or unenforceable under applicable statute
            or rule of law, only that provision shall be deemed omitted from
            this Agreement, and only to the extent to which it is held invalid
            and the remainder of the Agreement shall remain in full force and
            effect.

      6)    Law and Enforcement. This Agreement shall be governed under the laws
            of the United States.

<PAGE>

      I have read this Agreement, I understand its contents, and I willingly,
      voluntarily, and knowingly accept and agree to the terms and conditions of
      this Agreement. I acknowledge and represent that I have received a copy of
      this Agreement on January 25, 2005.

      EXECUTIVE:

      /s/ Ramesh Srinivasan                                1/25/05
      -------------------------------------                ---------
      Ramesh Srinivasan                                    Date

      EMPLOYER:

      /s/ Peter F. Sinisgalli                              1/25/05
      -------------------------------------                ---------
      Peter F. Sinisgalli                                  Date
      President and Chief Executive Officer

<PAGE>

                                   SCHEDULE A

      SSA Global

      Highjump/3M

      Oracle

      MARC

      PeopleSoft

      Red Prairie

      SAP

      Yantra

      Manugistics

      i2

      Catalyst

      Provia

      Optum

      Retailex

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