Non-Competition Agreement - Manhattan Associates and Neil Thall
NON-COMPETITION AGREEMENT
This Non-Competition Agreement is made this 26th day of March 2003 by and
between Manhattan Associates ("Employer") and Neil Thall ("Employee").
WHEREAS, Employee and Employer mutually desire to terminate their employment
relationship;
WHEREAS, Employee has agreed to waive all rights to any severance payments
which were due to him under his employment agreement dated March 30, 1998.
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. CONSIDERATION FOR SIGNING. In consideration for Employee signing this
agreement, Employee shall receive $210,000.00 with proper withholdings
for taxes, and paid in 12 equal semi-monthly installments of
$17,500.00. Further, and in consideration of such payments, Employee
agrees to provide reasonable telephonic consulting services to
Employer to assist in matters, which may arise regarding transitioning
Employee's duties to others. Further, Employee agrees to waive any
severance payments or any other rights (but not any obligations due to
Employer) due under his employment agreement dated March 30, 1998.
2. NON-COMPETITION. Employee agrees that he will not work for any of the
direct competitors to Employer listed in Schedule A for a period of
Eighteen (18) months from the date of termination without written
consent of Employer. Further, Employee agrees that he will not recruit
or hire, another employee of Employer for a period of Eighteen (18)
months from the date of termination or cause another employee of
Employer to be hired by any competitor of Employer for a period of
Eighteen (18) months from the date of termination.
3. EFFECT OF VIOLATIONS BY EMPLOYEE. Employee agrees and understands that
any action by him in violation of this NON-COMPETITION AGREEMENT shall
void Employer's payment to the Employee of all severance monies and
benefits provided for herein and shall require immediate repayment by
the Employee of the value of all consideration paid to Employee by
Employer pursuant to this Agreement, and shall further require
Employee to pay all reasonable costs and attorneys' fees in defending
any action Employee brings, plus any other damages to which the
Employer may be entitled.
4. SEVERABILITY. If any provision, or portion thereof, of this NON
COMPETITION 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.
5. OPPORTUNITY FOR REVIEW. Employee 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 NON COMPETITION 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 ACKNOWLEDGE THAT THEY HAVE HAD ACCESS TO
INDEPENDENT LEGAL COUNSEL OF THEIR OWN CHOOSING IN CONNECTION WITH
ENTERING INTO THIS AGREEMENT, AND THE PARTIES HEREBY ACKNOWLEDGE THAT
THEY FULLY UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
AGREE TO BE FULLY BOUND BY AND SUBJECT THERETO.
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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 received a copy of this Agreement
on March 26, 2003.
EMPLOYEE:
/s/ Neil Thall 3/26/03
------------------------------------ ----------------------------------
Neil Thall Date
EMPLOYER:
/s/ James M. Cook 3/26/03
------------------------------------ ----------------------------------
James M. Cook, Vice President, Date
Human Resources
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<PAGE>
SCHEDULE A
American Software
Catalyst International
EXE Technologies
FASCOR
Genco
HK Systems
Highjump
Heyde
IBS
IMI
Infoscan
Intentia
Interlink
Irista
J.D. Edwards
IRMS (Integrated Warehousing Solutions)
Lily Software
LIS
Logility
MARC
Majure Data
MCBA
OMI International, Inc.
Optum Software
Oracle
PCS
Provia
QSSI
Radcliffe Datahorse
Radio Beacon
Red Prairie
Retek
RLM
RT Systems
Robocom Systems, Inc.
SAP
Savant (parent ExecutivePerformance Systems - EPS Development)
Scandata Systems
Swisslog
SSA Global Technologies (Interbiz)
Tecsys
V3 Systems
Vertex
Yantra
Manugistics
I2
G-Log
Kewill
Nistevo
Elogex
NTE
Descartes
GT Nexus
LeanLogistics
3