Executive Employment Agreement - Manhattan Associates LLC and Michael Casey
EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") by and between
Manhattan Associates, LLC, a Georgia limited liability company ("Company"), and
Michael Casey ("Executive") is hereby entered into and effective as of the 10th
day of November, 1997 (the "Effective Date").
WHEREAS, Company is engaged in the development, marketing, selling,
implementation and installation of computer software solutions specifically
designed for the management of warehouse and distribution centers for consumer
product manufacturers, retailers and retail and grocery suppliers and
distributors (the "Company Business");
WHEREAS, Company desires to employ executive as Chief Financial Officer and
Executive desires to accept said employment by Company; and
WHEREAS, Company and Executive have agreed upon the terms and conditions of
Executive's employment with Company and the parties desire to express the terms
and conditions in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, it is hereby agreed as follows:
A G R E E M E N T S :
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1. Employment and Duties.
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A. Company shall employ Executive as Chief Financial Officer in accordance
with the terms and conditions set forth in this Agreement. Executive hereby
accepts employment on the terms set forth herein. Executive shall report to the
Chief Operating Officer of Company or such other executive as may be designed by
the Chief Executive Officer or the Board of Managers.
B. Executive shall have such duties as are set forth on EXHIBIT A
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("Duties") and as may otherwise be assigned to him by the Chief Operating
Officer or such other executive as may be designated by the Chief Executive
Officer or Board of Managers of Company, from time to time.
C. Executive agrees that he shall at all times faithfully and to the best
of his ability and experience perform all of the duties that may be required of
him pursuant to the terms of this Agreement. Executive shall devote his full
business time to the performance of his obligations hereunder.
D. Neither the foregoing nor any other provision of this Agreement is
intended or shall be construed as preventing Executive from devoting his time
and effort to charitable and community activities substantially to the same
extent as he has devoted time and effort prior to the
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effective date of this Agreement, provided that such involvement with charitable
and community activities does not materially interfere with the performance of
his duties under this Agreement.
2. Compensation.
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A. Base Salary. During his employment hereunder, Company shall pay to
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Executive a base salary ("Base Salary") of $10,000 per month ($120,000
annualized), subject to all standard employment deductions, which amount may be
increased annually at the discretion of Company's Chief Operating Officer or
such other executive as may be designated by the Chief Executive Officer or
Board of Managers.
B. Signing Bonus. Company shall pay to Executive a one-time signing bonus
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of $20,000 (the "Signing Bonus"), subject to all standard employment deductions,
with Executive's first paycheck following the Executive's execution of this
Agreement. In the event that Executive voluntarily leaves the employ of Company
within one year following the Effective Date, Executive agrees to repay Company
an amount equal to the Signing Bonus less the tax liability Executive incurs in
connection with Company's payment of the Signing Bonus.
C. Performance-Related Bonus. Executive shall be eligible to receive a
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performance-related bonus of $25,000 per year, subject to all standard
employment deductions, based on criteria to be agreed upon between Executive and
an executive officer of Company.
D. Stock Option. Executive shall receive an option (the "Option") to
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purchase 50,000 shares of Company at an exercise price of $5.00 per share
pursuant to the Manhattan Associates, LLC Option Plan (the "Option Plan"). The
Option shall vest as to 10,000 shares in equal portions over the first six (6)
months following November 10, 1997, as to 13,334 shares on November 10, 1998, as
to 13,333 shares on November 10, 1999, and as to the remaining 13,333 shares on
November 10, 2000, subject to the Option Plan provisions relating to
acceleration of vesting and exercisability. In addition, all unvested shares
shall vest immediately upon the occurrence a transaction in which more than
fifty percent (50%) of the issued and outstanding shares of the Company are
acquired by persons who are not shareholders or affiliates in a single
transaction or a series of transactions occurring over a period of 30
consecutive days.
E. Employee Benefits. Executive shall be entitled to participate in all
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employee benefit plans which Company provides for its employees at the executive
level. As of the effective date of this Agreement, such benefits include those
described on EXHIBIT A.
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F. Expenses. Executive shall be reimbursed for expenses reasonably
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incurred in the performance of his duties hereunder in accordance with the
policies of Company then in effect.
G. Vacation. Executive shall accrue one vacation day for each complete
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calendar month worked and five additional vacation days after three years
employment.
3. Term. This Agreement is effective when signed by both parties. The
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parties agree that Executive's employment may be terminated at any time, for any
reason or for no reason, for cause or not for cause, with or without notice, by
Company or Executive. Upon any such termination, Executive shall return
immediately to Company all documents and other property of Company, together
with all copies thereof, including all Work Product and Proprietary Information,
within Executive's possession or control.
For purposes of this Agreement, Work Product shall mean the data,
materials, documentation, computer programs, inventions (whether or not
patentable), and all works of authorship, including all worldwide rights therein
under patent, copyright, trade secret, confidential information, or other
property right, created or developed in whole or in part by Executive while
performing services in furtherance of or related to the Company Business.
For purposes of this Agreement, Proprietary Information means all Trade
Secrets and Confidential Information of Company.
For purposes of this Agreement, Trade Secrets shall mean information of
Company constituting a trade secret within the meaning of Section 10-1-761(4) of
the Georgia Trade Secrets Act of 1990, including all amendments hereafter
adopted.
For purposes of this Agreement, Confidential Information shall mean Company
information in whatever form, other than Trade Secrets, that is of value to its
owner and is treated as confidential.
4. Severance. In the event of a termination of employment within the
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first two (2) years of employment, other than a Termination based on gross
negligence or willful misconduct, Executive shall receive a severance payment
equal to the amount of Executive's base salary (determined as of the date of his
termination) which he would normally receive during six (6) months of
employment, subject to all standard deductions, payable in full within thirty
(30) days of termination of employment. Company's obligation to make the
severance payment shall be conditioned upon Executive's (i) execution of a
release agreement in a form reasonably acceptable to the Company, and consistent
with the terms of this Agreement, whereby Executive releases the Company from
any and all liability and claims of any kind, and (ii) compliance with the
restrictive covenants and all post-termination obligations contained in this
Agreement. Further, in the event of a termination, other than a termination
based on gross negligence or willful misconduct, Executive shall have thirty
(30) in which to exercise his vested options.
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5. Ownership.
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(a) All Work Product will be considered work made for hire by Executive and
owned by Company. To the extent that any Work Product may not by operation of
law be considered work made for hire or if ownership of all rights therein will
not vest exclusively in Company, Executive assigns to Company, now or upon its
creation without further consideration, the ownership of all such Work Product.
Company has the right to obtain and hold in its own name copyrights, patents,
registrations, and any other protection available in the Work Product.
Executive agrees to perform any acts as may be reasonably requested by Company
to transfer, perfect, and defend Company's ownership of the Work Product.
(b) To the extent any materials other than Work Product are contained in
the materials Executive delivers to Company or its Customers, Executive grants
to Company an irrevocable, nonexclusive, worldwide, royalty-free license to use
and distribute (internally or externally) or authorize others to use and
distribute copies of, and prepare derivative works based upon, such materials
and derivative works thereof. Executive agrees that during his or her
employment, any money or other remuneration received by Executive for services
rendered to a Customer belong to Company.
For purposes of this Agreement, Customers shall mean any current customer
or prospective customer of Company.
6. Trade Secrets and Confidential Information.
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(a) Company may disclose to Executive certain Proprietary Information.
Executive agrees that the Proprietary Information is the exclusive property of
Company (or a third party providing such information to Company) and Company (or
such third party) owns all worldwide copyrights, trade secret rights,
confidential information rights, and all other property rights therein.
(b) Company's disclosure of the Proprietary Information to Executive does
not confer upon Executive any license, interest or rights in or to the
Proprietary Information. Except in the performance of services for Company,
Executive will hold in confidence and will not, without Company's prior written
consent, use, reproduce, distribute, transmit, reverse engineer, decompile,
disassemble, or transfer, directly or indirectly, in any form, or for any
purpose, any Proprietary Information communicated or made available by Company
to or received by Executive. Executive agrees to notify Company immediately if
he discovers any unauthorized use or disclosure of the Proprietary Information.
(c) To further protect Proprietary Information, Executive agrees that if
his or her employment with Company ends for any reason during the first three
(3) years after the initial date of employment, then for a period of six (6)
months after the end of Executive's employment he will not, without Company's
prior written consent, perform any of the Duties that he
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performed on behalf of Company for the Executive's immediately prior employer if
such prior employer competes with the Company Business.
(d) Executive's obligations under this Agreement with regard to (i) Trade
Secrets shall remain in effect for as long as such information remains a trade
secret under applicable law, and (ii) Confidential Information shall remain in
effect during Executive's employment with Company and for three years
thereafter. These obligations will not apply to the extent that Executive
establishes that the information communicated (1) was already known to
Executive, without an obligation to keep it confidential at the time of its
receipt from Company; (2) was received by Executive in good faith from a third
party lawfully in possession thereof and having no obligation to keep such
information confidential; or (3) was publicly known at the time of its receipt
by Executive or has become publicly known other than by a breach of this
Agreement or other action by Executive.
7. Non-Solicitation.
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A. Customers. The relationships made or enhanced during Executive's
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employment with Company belong to Company. During Executive's employment and the
one year period beginning immediately upon the termination of Executive's
employment with Company for any reason (the "One Year Limitation Period"),
Executive will not, without Company's prior written consent, contact, solicit or
attempt to solicit, on his own or another's behalf, any Customer with whom
Executive had contact in the two years prior to the end of Executive's
employment with Company for any reason (the "Two Year Restrictive Period") with
a view of offering, selling or licensing any program, product or service that is
competitive with the Company Business.
B. Employees/Independent Contractors. During Executive's employment and
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the One Year Limitation Period, Executive will not, without Company's prior
written consent, call upon, solicit, recruit, or assist others in calling upon,
soliciting or recruiting any person who is or was an employee of Company during
the Two Year Restrictive Period for the purpose of having such person work in
any other corporation, entity, or business that is competitive with the Company
Business.
8. Non-Competition. During the One Year Limitation Period, Executive
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agrees that he will not, without Company's prior written consent, perform his
or her Duties for any person or entity in the territory described on EXHIBIT A
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hereto (the "Territory") which competes directly with the Company Business if
Company is still engaged in the Company Business during such One Year Limitation
Period. The parties agree and acknowledge that (i) the definitions of Duties
and Territory and period of restriction reasonably and fairly limit this
noncompete restriction and are reasonably required for Company's protection
because Executive must perform his or her Duties on behalf of Customers who are
located throughout the Territory; and (ii) by having access to information
concerning employees and Company's Customers, Executive shall obtain a
competitive advantage as to such parties.
9. Acknowledgments. The parties hereto agree that: (i) the periods of
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restriction and Territory of restriction contained in this Agreement are fair
and reasonable in that they are
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reasonably required for the protection of Company; (ii) by having access to
information concerning employees and customers of Company, Executive shall
obtain a competitive advantage as to such parties; (iii) the covenants and
agreements of Executive contained in this Agreement are reasonably necessary to
protect the interests of Company in whose favor said covenants and agreements
are imposed in light of the nature of Company's business and the involvement of
Executive in such business; (iv) the restrictions imposed by this Agreement are
not greater than are necessary for the protection of Company in light of the
substantial harm that Company will suffer should Executive breach any of the
provisions of said covenants or agreements and (v) the covenants and agreements
of Executive contained in this Agreement form material consideration for this
Agreement.
10. Remedy for Breach. Executive agrees that the remedies at law of
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Company for any actual or threatened breach by Executive of the covenants
contained in Sections 5. through 8. of this Agreement would be inadequate and
that Company shall be entitled to specific performance of the covenants in such
paragraphs or injunctive relief against activities in violation of such
paragraphs, or both, by temporary or permanent injunction or other appropriate
judicial remedy, writ or order, in addition to any damages and legal expenses
(including attorney's fees) which Company may be legally entitled to recover.
Executive acknowledges and agrees that the covenants contained in Sections 5.
through 8. of this Agreement shall be construed as agreements independent of any
other provision of this or any other agreement between the parties hereto, and
that the existence of any claim or cause of action by Executive against Company,
whether predicated upon this or any other agreement, shall not constitute a
defense to the enforcement by Company of said covenants.
11. No Prior Agreements. Executive hereby represents and warrants to
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Company that the execution of this Agreement by Executive and Executive's
employment by Company and the performance of Executive's duties hereunder shall
not violate or be a breach of any agreement with a former employer, client or
any other person or entity.
12. Assignment; Binding Effect. Executive understands that Executive has
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been selected for employment by Company on the basis of Executive's personal
qualifications, experience and skills. Executive agrees, therefore, that
Executive cannot assign all or any portion of Executive's performance under this
Agreement. Subject to the preceding two (2) sentences and the express
provisions of Section 13. below, this Agreement shall be binding upon, inure to
the benefit of and be enforceable by the parties hereto and their respective
heirs, legal representatives, successors and assigns. The rights and
obligations of Company hereunder shall be available to a successor in interest
of Company, including a successor established for the purpose of converting
Company to a corporation.
13. Complete Agreement. This Agreement is not a promise of future
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employment. Executive has no oral representations, understandings or agreements
with Company or any of its officers, directors or representatives covering the
same subject matter as this Agreement. This Agreement hereby supersedes any
other employment agreements or understandings, written or oral, between Company
and Executive, including without limitation that certain Offer Letter from the
Company executed by Executive on October 16, 1997. This written Agreement is the
final, complete and exclusive statement and expression of the agreement between
Company and
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Executive and of all the terms of this Agreement, and it cannot be varied,
contradicted or supplemented by evidence of any prior or contemporaneous oral or
written agreements. This written Agreement may not be later modified except by a
further writing signed by a duly authorized officer of Company and Executive,
and no term of this Agreement may be waived except by writing signed by the
party waiving the benefit of such term.
14. Notice. Whenever any notice is required hereunder, it shall be given
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in writing addressed as follows:
To Company: Manhattan Associates, LLC
3101 Towercreek Parkway
Suite 300
Atlanta, Georgia 30339
Attention: President
With a copy to: Morris, Manning & Martin, L.L.P.
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
Attention: John C. Yates, Esq.
To Executive: Michael Casey
331 Leeward Walk Lane
Alpharetta, Georgia 30202
Notice shall be deemed given and effective three (3) days after the deposit
in the U.S. mail of a writing addressed as above and sent first class mail,
certified, return receipt requested, or when actually received. Either party
may change the address for notice by notifying the other party of such change in
accordance with this Section 14.
15. Severability; Headings. If any portion of this Agreement is held
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invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. The
Section headings herein are for reference purposes only and are not intended in
any way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.
17. Governing Law. This Agreement shall in all respects be construed
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according to the laws of the State of Georgia.
18. Counterparts. This Agreement may be executed simultaneously in two
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(2) or more counterparts, each of which shall be deemed an original and all of
which together shall constitute, but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
Manhattan Associates, LLC
By: /s/ Alan J. Dabbiere
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Name: Alan J. Dabbiere
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Title: President
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Date:
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EXECUTIVE:
/s/ Michael Casey
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Michael Casey
Date:
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EXHIBIT A
The "Duties" of the Executive shall be those of the Chief Financial Officer
of the Company, who is responsible for coordinating financial matters relating
to the Company, to include the following:
. maintain and prepare Company financial records and reports;
. prepare internal financial statements;
. coordinate audit of financial statements by auditors;
. assist in preparing financial forecasts and business plans; and
. provide financial direction on Company financings.
Current benefits offered to executive employees include the following:
. comprehensive medical insurance via either a Health Maintenance
Organization (HMO) or Point of Service (POS) Plan through Blue Cross/Blue
Shield with coverage effective on first day of employment and no premium
costs for Executive or Executive's dependents;
. comprehensive dental insurance effective on first day of employment with
a small employee contribution required;
. Company-paid life and accidental death and disability insurance effective
on first day of employment;
. Company-paid short and long term disability coverages effective on the
first of the month following thirty (30) days of employment;
. 401(k) Plan with employer match. Eligibility for employee contributions
begin on the first of the month following thirty (30) days of employment.
Employer match beginning with 2nd year of participation in the plan;
. Profit Sharing and Money Purchase Plan; eligibility begins with the first
of the month following one (1) year of employment;
. vacation days (see Section 2G of the Agreement); and
. nine (9) paid holidays per year after a fourteen-day waiting period.
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The "Territory" is the Atlanta, Georgia metropolitan area, consisting
of the following counties: Barrow, Bartow, Carroll, Cherokee, Clayton, Cobb,
Coweta, DeKalb, Douglas, Fayette, Forsyth, Fulton, Gwinnett, Henry, Newton,
Paulding, Pickens, Rockdale, Spalding and Walton.
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