Sample Business Contracts

Executive Non-Competition and Severance Agreement - Manhattan Associates Inc. and Jeffrey S. Mitchell

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The purpose of this letter is to set forth certain terms by and between
Manhattan Associates, Inc, a Georgia corporation ("Company"), and Jeffrey S.
Mitchell ("Executive") with respect to the subject matter herein, and supercedes
any other terms relating to such subject matter. In the event of a conflict
between this agreement and any other, the terms herein shall control.
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Agreement.

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.       Employment. Company has agreed to employ Executive as
                  Executive Vice President, Sales and Marketing in accordance
                  with the terms and conditions set forth herein and Executive
                  has accepted such employment.

         2.       Base Salary. Effective January 1, 2004, Company shall pay to
                  Executive a base salary ("Base Salary") of $20,833.33 per
                  month ($250,000.00 annualized), subject to all standard
                  employment deductions, which amount may be increased annually
                  at the discretion of the Chief Executive Officer, President or
                  Board of Directors.

         3.       Performance-Related Bonus. Executive shall be eligible to
                  receive a performance-related bonus of $390,000.00 per year
                  and subject to all standard employment deductions. The bonus
                  criteria shall be discussed with Executive, but determined in
                  the sole discretion of the Company. In addition to the above,
                  Executive shall receive a one-time bonus of $100,000 payable
                  in April 2004 and an additional bonus of $90,000.00 payable on
                  April 21, 2006. These bonuses are in lieu of any other bonuses
                  Executive may have been entitled to receive, including any
                  other bonus for fiscal year 2003. Thereafter, the bonus shall
                  be paid as determined by the Company. In the event Executive
                  is not an employee in good standing with Company on the date
                  of any bonus is payable, he shall not be entitled to receive
                  such payment.

         4.       Stock. Executive shall receive a grant of $100,000 of
                  restricted stock of Company based on the closing date of
                  February 5, 2004 which shall equal 3,630 shares, vesting in
                  Three (3) equal installments on January 1, 2005, January 1,
                  2006 and January 1, 2007.

         5.       Stock Options. The Executive has received the option (the
                  "Option") to purchase 100,000 shares of Company, at a price of
                  $26.64 vesting in Twelve (12) equal quarterly installments
                  beginning on March 31, 2004. All Options are granted pursuant
                  to the Manhattan Associates, Inc. Option Plan (the "Option
                  Plan"). The options will vest in accordance with the stock
                  option certificate given for each grant. Executive shall be
                  considered for additional annual awards of Options and any
                  such award shall be at the sole discretion of the Board of

         6.       Severance. In the event of a termination or Constructive
                  Termination (as defined below) by the Company or its
                  successors, other than a termination for cause, Executive
                  shall receive a severance payment equal to Twelve (12) months
                  of Executive's then current base salary, subject to all
                  standard deductions, payable in Twelve (12) equal monthly
                  payments from date of termination, including COBRA payments
                  for Executive's family for medical and dental coverage.
                  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 and any other
                  Agreements, 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 for cause,
                  Executive shall have thirty (30) days in which to exercise his
                  vested options. In the event of a voluntary termination, no
                  severance shall be due.

         7.       Cause. For purposes of this agreement, Cause shall include but
                  not be limited to an act or acts or an omission to act by the
                  Executive involving (i) willful and continual failure to
                  substantially perform his duties with the Company (other than
                  a failure resulting from the Executive's Disability) and such
                  failure continues after written notice to the Executive
                  providing a reasonable description of the basis for the
                  determination that the Executive has failed to perform his
                  duties, (ii) indictment for a criminal offense other than
                  misdemeanors not disclosable under the federal securities
                  laws, (iii) breach of this agreement in any material respect
                  and such breach is not susceptible to remedy or cure or has
                  not already materially damaged the Company, or is susceptible
                  to remedy or cure and no such damage has occurred, is not
                  cured or remedied reasonably promptly after written notice to
                  the Executive providing a reasonable description of the
                  breach, or (iv) conduct that the Board of Directors of the
                  Company has determined, in good faith, to be dishonest,
                  fraudulent, unlawful or grossly negligent or which is not in
                  compliance with the Company's Code of Conduct or similar
                  applicable set of standards or conduct and business practices
                  set forth in writing and provided to the Executive prior to
                  such conduct.

         8.       Constructive Termination. For purposes of this Agreement,
                  Constructive Termination shall mean a situation where (A) (i)
                  the Executive is


                  no longer serving as Executive Vice President of the Company,
                  the Executive is directed to report to someone other than the
                  Chief Executive Officer or President, the Executive is not
                  timely paid his compensation under this Agreement or the
                  assignment to the Executive of any duties or responsibilities
                  which are inconsistent with the status, title, position or
                  responsibilities of such positions (which assignment is not
                  rescinded after the Company receives written notice from the
                  Executive providing a reasonable description of such
                  inconsistency); (ii) after a Change of Control, the Company's
                  headquarters being outside of the greater Atlanta area or the
                  Company requiring the Executive to be based at any place
                  outside a 30-mile radius from the principal location from
                  which the Executive served as an employee of the Company
                  immediately prior to the Change of Control; (iii) after a
                  Change of Control, the failure by the Company to provide the
                  Executive with compensation and benefits substantially
                  comparable, in the aggregate, to those provided for under the
                  employee benefit plans, programs and practices in effect
                  immediately prior to the Change of Control (other than stock
                  option and other equity based compensation plans); (iv) after
                  a Change of Control, the insolvency or the filing (by any
                  party including the Company) of a petition for bankruptcy of
                  the Company; or (v) after a Change of Control, the failure of
                  the Company to obtain an agreement from any successor or
                  assignee of the Company to assume and agree to perform this
                  Agreement unless such successor or assignee is bound to the
                  performance of this Agreement as a matter of law; provided
                  however, that the aforementioned situations will not be deemed
                  to be a Constructive Termination hereunder until such time as
                  the Executive has given written notice to the Chief Executive
                  Officer or President of the situation constituting a
                  "Constructive Termination" hereunder, and the Chief Executive
                  Officer or President has failed to cure such situation within
                  thirty (30) days following receipt of such written notice, and
                  (B) the Executive terminates his employment with the Company.

         9.       Change of Control. In the event of a Change of Control of the
                  Company, as defined below, all Options granted under this
                  agreement, whether vested or non-vested shall vest as of the
                  date of the Change of Control. "Change of Control" shall mean
                  the happening of an event that shall be deemed to have
                  occurred upon the earliest to occur of the following events:
                  (i) the date the stockholders of the Company (or the Board, if
                  stockholder action is not required) approve a plan or other
                  arrangement pursuant to which the Company will be dissolved or
                  liquidated; (ii) the date the stockholders of the Company (or
                  the Board, if stockholder action is not required) approve a
                  definitive agreement to sell or otherwise dispose of all or
                  substantially all of the assets of the Company; or (iii) the
                  date the stockholders of the Company (or the Board, if
                  stockholder action is not required) and the stockholders of
                  the other constituent corporations (or their respective boards
                  of directors, if and to the extent that stockholder action is
                  not required) have approved a definitive agreement to merge or
                  consolidate the Company with or into another corporation,
                  other than, in either case, a merger or consolidation of the
                  Company in which holders of shares of the Company's voting
                  capital stock immediately prior to the merger or consolidation
                  will have at least fifty percent (50%) of the ownership of
                  voting capital stock of the surviving corporation immediately
                  after the merger or consolidation (on a fully diluted basis),
                  which voting capital stock is to be held by each such holder
                  in the same or substantially similar proportion (on a fully
                  diluted basis) as such holder's ownership of voting capital
                  stock of the Company immediately before the merger or

         10.      Non-Competition. As a condition to any payment based on a
                  termination, Executive agrees that he will not work for any of
                  the direct competitors to Company listed in Schedule A for a
                  period of Twelve (12) months from the date of termination
                  without written consent of Employer. Further, Executive agrees
                  that he will not recruit or hire, another employee of Employer
                  for a period of Twelve (12) months from the date of
                  termination or cause another employee of Employer to be hired
                  by any competitor of Employer for a period of Twelve (12)
                  months from the date of termination.

         11.      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 bonuses, severance monies and benefits provided for herein
                  and shall require immediate repayment by the Executive of the
                  value of all consideration paid to Executive by Employer
                  pursuant to this agreement, and shall further require
                  Executive to pay all reasonable costs and attorneys' fees in
                  defending any action Executive brings, plus any other damages
                  to which the Employer may be entitled.

         12.      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 this agreement shall
                  remain in full force and effect.

         13.      This Second Modification shall be governed under the laws of
                  the United States.

                            [SIGNATURES ON NEXT PAGE]


I have read this Second Modification, 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 received a copy
of this agreement on June 22, 2004.


/s/ Jeffrey S. Mitchell                                       6/22/04
--------------------------------------------                  -------
Jeffrey S. Mitchell                                           Date


/s/ Peter F. Sinisgalli                                       6/22/04
--------------------------------------------                  -------
Peter F. Sinisgalli                                           Date
President and Chief Operating Officer


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