Termination of Employment Agreement - Manugistics Inc. and Keith Enstice
TERMINATION OF EMPLOYMENT AGREEMENT
Date Presented: January 26, 1999
Supersedes AGREEMENT presented January 24 and 25, 1999
This Termination of Employment Agreement ("Agreement") is entered into by
Manugistics, Inc. ("Manugistics") and Keith Enstice ("you") who has been
employed since June 20, 1983. It is acknowledged that you will terminate
your employment relationship with Manugistics as of close of business,
July 31, 1999 ("Termination Date"); and both you and Manugistics agree to
set forth the terms and conditions upon which the employment relationship
is to be terminated. You also agree that you have received valuable and
sufficient consideration for entering into this Agreement. Any payment
made by Manugistics will only be made after there has been a signed
agreement between the parties. The parties agree to the following terms:
1. Termination Date.
Your Severance Period will begin on your Severance Date, January 31,
1999 and continue through July 31, 1999. You will not be required to
perform company work during your Severance Period except as otherwise noted
in this Agreement. You will receive your current base pay during the
period January 31, 1999 through April 30, 1999, a period of thirteen (13)
weeks. You will receive Severance pay and current benefits during this
thirteen (13) week period even if you should secure employment with another
employer. Your period of severance will continue from April 30, 1999 and
through July 31, 1999 without pay and benefits except as provided for in
paragraph 1a. of the AGREEMENT.
Your termination of employment from Manugistics will be effective as of
close of business on your Termination Date, July 31, 1999. You will vest
stock options through this Termination Date even if employment is secured
prior to July 31, 1999.
1a. Extension of Severance Period with Pay and Benefits.
In the event you have not begun full time professional employment with
another employer by May 1, 1999, and you have made a good faith effort
to secure such employment, your severance pay and benefits will be
continued through July 31, 1999 (maximum 13 weeks), or until full time
professional employment begins with another employer, whichever occurs
first.
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2. Reason for Termination.
It is mutually agreed by the parties that you have resigned your
employment with Manugistics in order to secure employment that is more
aligned with your career objectives and philosophy. Following the
public announcement of your resignation on January 19, 1999, you
discontinued your official duties and responsibilities as Sr. Vice
President of Manugistics, EXEC member and officer of the company.
3. Severance Pay.
a. Severance paychecks will be issued according to Manugistics'
regular payroll procedures. As part of severance payment, you agree to
provide reasonable transition assistance to Manugistics during the
severance period.
b. Manugistics may offset against any amounts due to you under this
Severance Agreement: (a) all amounts due from you to Manugistics; and
(b) the value of any property of Manugistics that is in your
possession which is not returned to Manugistics by the Severance Date.
4. Benefits.
a. You will receive all the benefits of employment with Manugistics
that you have in force as of the date of this Agreement. These
benefits will continue through your Termination Date, unless this
Agreement specifically provides otherwise. This Agreement will not
affect any rights or obligations you have otherwise accrued under
Manugistics benefit plans, including Manugistics Insurance Plans, and
the Manugistics, Inc. 401(K) Retirement Savings Plan. The terms of
those Plans shall control concerning the termination of benefits under
those plans. You will be eligible for Short Term Disability and Good
Health Subsidy if an application for benefits is approved by January
14, 1999. The Employee Assistance Plan (1-800-225-8451) is available
to you for six months following your Termination Date. PC Subsidy and
Tuition Assistance must have been approved by HRD prior to the date of
this letter to be considered. You may be eligible for unemployment
compensation benefits to the extent state law allows. Severance
payments made to you include all vacation, holiday entitlements and
fully satisfy any claim you may have for such benefit entitlements.
b. Following your Termination Date, you will be able to continue
your company health insurance plan as set forth under COBRA. To be
eligible, you must complete a timely COBRA application for coverage.
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Under COBRA law you will be eligible for at least 18 months of
coverage. You will be responsible for payment of the full premium and
administrative costs: Standard Plan (approximately $196.28 per month
for Employee only, $437.40 per month for Employee plus one dependent,
or $573.48 per month for Family coverage); HMO, (approximately $147.86
per month for Employee only, or $399.21 per month for Family
coverage). Insurance premiums are subject to change as such changes
would apply to other employees.
c. On request, Carl Di Pietro will meet with you regarding employment
sources and otherwise provide employment counseling. Based on your
performance to date, you are eligible for reemployment with
Manugistics should a suitable opportunity exist.
d. You will be required to exercise vested stock options that may be
due you within thirty (30) days following your Termination Date, or
such options will be forfeited.
e. To assist you in your job search, you may retain your Palm Pilot
and Think Pad computer with external drive. Also, an office and phone
will be provided you through February 28, 1999. Kathleen Cinzano, or
other employee designated by the company, will provide you with part
time administrative support limited to job search activities and not
to exceed a total of fifty (50) hours. Such assistance will include,
but not be limited to, mailing resumes, faxing, use of company
stationery/supplies. Company business will have priority regarding
administrative support. Your ATT company calling card will be
deactivated as of February 1, 1999. During your Severance Period, you
will be entitled to reimbursement of up to $500 for long distance
telephone calls that are required in your search for employment.
Submit expense reports to HRD for reimbursement in no less than $100
increments. To be paid, expense reports must be submitted within 30
days following your Termination Date.
5. Condition Precedent.
All obligations of Manugistics under this Agreement are conditioned
upon your compliance with your obligations herein.
6. Termination Procedure.
a. You will comply with the duties and responsibilities noted in
Manugistics' termination procedures set forth in the on-line Employee
Encyclopedia and which the parties agree are a part of this Agreement.
These duties and responsibilities include, but are not limited to,
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returning licensed manuals, proprietary information, computer
equipment/software, office keys, access cards, credit cards and paying
off Diner's Club in full. Your computer access shall continue until
the close of business on February 10, 1999 to allow you time to
install your personal email service. This service may be discontinued
sooner as determined by your manager. You will have access to
research/industry reports that may be contained in the company
database to the extent such is needed to support your job search
efforts. Request for such reports should only be made to the
Director, Human Resources. You agree to remove your personal property
from and leave Manugistics premises, during regular Manugistics'
business hours, on or before the Severance Date. Manugistics will
provide you with a new voice mailbox so that you can receive
employment related calls from outside the Company. On or before your
Termination Date, the voice mailbox will be deactivated at the
discretion of the company.
7. Release of Claims.
a. Employee Release. You hereby release Manugistics and its
directors, officers, and employees from past and present claims based
on acts or omissions occurring before and as of today's date. These
include, but are not limited to, claims for salary, benefits,
commissions and damages which are directly or indirectly related to
your employment by Manugistics or the termination of your employment.
b. Manugistics Release. Manugistics and its directors, officers,
successors, agents and attorneys hereby release you and your heirs,
administrators, executors, representatives, agents and attorneys from
past and present claims based on acts or omissions occurring before
and as of today's date. These include, but are not limited to,
breach of contract, breach of duties, personal injury or torts, which
are directly or indirectly related to your employment by Manugistics
or the termination of your employment.
c. Limitation of Releases. The releases in this Section apply to
your employment or termination of your employment, but do not apply to
claims for breach of this Agreement.
d. In consideration of the severance benefits paid to Employee pursuant to this
Agreement, the Employee hereby releases Employer from any claims under the
Age Discrimination in Employment Act which arose prior to the execution date
of this Agreement. Employee should discuss any questions concerning this
waiver with an attorney of Employee's choice prior to executing this
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Agreement. Employee shall have a period of forty five (45) days from the
date of this Agreement within which to consider this Agreement or amendments
thereto. Employee may revoke this Agreement for a period of seven (7) days
following its execution, and this Agreement shall not be effective or
enforceable until such seven-day revocation period has expired.
8. Noninterference.
You agree to maintain a cooperative attitude toward Manugistics, not
to disrupt Manugistics ongoing business, and not to make disparaging
remarks about Manugistics. You agree to act in good faith in your
conduct and to refrain from any involvement in the business affairs of
Manugistics except as provided in this section or expressly directed
by your manager. You also agree to be available by telephone and in
person until Termination Date to the extent that Manugistics
reasonably finds such necessary. If you receive any questions
concerning the daily business affairs of Manugistics, including
questions from customers of Manugistics, you agree to promptly refer
them to your manager. Manugistics agrees to promptly refer personal
messages/inquiries to you, to act in good faith and not to make
disparaging remarks about you.
9. Noncompete.
For six (6) months after Manugistics makes the last payment under
this agreement, you agree not to directly or indirectly:
a. Solicit, attempt to solicit or contact for the purpose of
soliciting for employment (for you or for any other person or
business) any employee of Manugistics.
b. Solicit, attempt to solicit or contact for the purpose of
soliciting (for you or for any other person or business) any person or
business which was a customer of Manugistics that you had personal
involvement with during the period October 19, 1998 to January 19,
1999., or, any person or business to whom Manugistics had proposed
future service to (Attachment 1) The solicitation restrictions of
this paragraph apply to you if you are associated with or
representing, directly or indirectly, any interest with products and
services that are in direct competition with a major part of the
Manugistics product line that exists as of this date.
c. Seek or accept employment with I2 or SAP in any capacity.
Employment opportunities with Baan, PeopleSoft, Synquest, Logility,
Numetrix or Oracle must be approved, in writing, by Bill Gibson before
being pursued in earnest. Such approval shall be based on the degree
<PAGE>
to which your employment with the aforementioned employers will have
adverse impact on Manugistics ability to compete. Such approval shall
not be unreasonably withheld. You will be authorized to seek
employment with any employer not noted in this paragraph. Once you
have begun employment with a new employer, you agree to notify
Manugistics' Director of Human Resources, in writing, with the
employer's name and address, date of employment, your new job title
and a brief description of job duties.
You understand that you cannot disclose any confidential information
and/or trade secrets of Manugistics as set out in your Conditions of
Employment or applicable law. Breach of any of the obligations in
the Code of Conduct or Conditions of Employment are deemed a breach of
this AGREEMENT. Paragraphs 9a, b, and c supersede similar language in
the Conditions of Employment.
d. Both parties agree that your consent to your obligations under
this Noncompete Section is an important consideration for Manugistics
to enter into this Agreement and that these obligations are meant to
protect Manugistics confidential information which is a valuable asset
and could be used by its competitors to Manugistics detriment. You
understand the value of this provision to Manugistics, and you also
agree that Manugistics may not be able to fully protect its rights
through money damages. Therefore, you understand that Manugistics may
seek injunctive relief in order to ensure that this provision is
enforced. If a court with proper jurisdiction finds that this
provision is too broad, both parties agree that the court may limit it
so that it may be enforced to the fullest extent possible.
10. Reaffirmation of Your Obligations.
You agree to reaffirm the obligations under the Manugistics Employee
Code of Conduct and the Manugistics Conditions of Employment to which
you have been bound since your first day of employment by Manugistics.
Receipt of Manugistics benefits as noted in this Agreement or
elsewhere, are subject to your full compliance with the Manugistics
Code of Conduct and Conditions of Employment.
11. Entire Agreement.
This Agreement is the entire agreement between the parties with regard
to your employment with Manugistics, and the termination of your
employment, and supersedes all previous communications between you and
Manugistics relating to your employment or termination.
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12. Confidentiality.
You hereby agree to keep the terms of this Agreement confidential and
not to disclose this Agreement with anyone other than your tax or
legal advisors, without Manugistics' consent which will not be
unreasonably withheld. Manugistics will only disclose the terms of
this Agreement to its tax and legal advisors and those Manugistics
employees whose position reasonably requires such knowledge.
13. Acknowledgment of Understanding.
YOU AGREE THAT YOU HAVE READ AND FULLY UNDERSTAND AND AGREE WITH THE TERMS OF
THIS AGREEMENT. YOU ALSO AGREE THAT YOU HAVE NOT BEEN COERCED IN ANY MANNER
WITH REGARD TO THIS AGREEMENT, AND HAVE AGREED TO THESE TERMS AFTER FULL AND
FAIR NEGOTIATION.
This Agreement is agreed to and accepted by:
YOU: MANUGISTICS:
By: By:
(Signature) (Signature)
Print Name: Print Name:
Title: Title:
Date Signed: Date Signed:
cc: Signed Conditions of Employment and Code of Conduct
<PAGE>
Subject: Keith Enstice - Attachment 1 to Termination of Employment
Agreement
Here is Attachment 1 of your Termination of Employment Agreement dated
January 26, 1999. Please acknowledge it by signing in the appropriate
space and fax to me at 301 998 7350.
3PL:MAN.CO, Alcan, Alcatel Italy, Alcoa Italy, Allegiance, Allied Domecq,
Allied Domeq MX, Allied Signal
? Automotive, Am. Power Conv, Amoco,
Anadigics, Antartica ? BR, Apotex, Avnet ? CMG, Avon, Banctec, BASF, Bass,
Bausch & Lomb, BF Goodrich, Bouygues, Campbells, Campbells Soup, Carlton &
United Breweries, Carrier, Champion, Champion International, Chelsea,
CibaVision, Coats Viyella, Condumex, Cordis Europe, COTY, Cummins, Danone,
David's, Dockers, Duni, Dupont, Duracell, Ericsson, Eugene Perma, Evans &
Sutherland, Evans Medical, Fleury-Michon, Fortune Brands ( Acco Brands ),
Fruit of the Loom, FTM, Galey & Lord, Gilette, Gillette Int'l Division,
Gillette NAG, Glaxo, Glaxo Welcome, GNB, Guinness, Harley, Helix/CSC,
Henken Spain, Herlitz, Hewlett Packard, HP Mexico MX, IAMA, Iglo Ora,
Intel, J&J Consumer Companies, K tech, Kellogg, Lafarge Aluminates, Land O
Lakes Dairy, Lever Br ? Windies, Levis, Lifestyle Furn, Lockheed Martin,
Lockheed Martin Tactical, Lorillard Tobacco, LU, Marketing Data, Marshall
Industries, McKesson, Medtronic, Merial Ltd., Michelin, Millbrook, Motorola
Lighting, Mrs. Smith's Pies, Mylex, Nabisco, Nabisco Food Services, Nestle,
NIMA, NIMA / Template, Nippon Ham, Nycomed Amersham, Oji Paper, Oral-B,
Ortho-McNeil, Osram, PageNet, Persico-MCFamily, Pillsbury, PPG, Proj
BackPack, Puig, R.Collman BR, Reckitt & Colman, Richfood, Rohm & Haas,
Sadia BR, Sara Lee Bakery, Schering Plough, SLC Transportation, Smorgan
Steel/Tasco, Smuckers, Snack Brands (Frito Lay), Solectron, Springs
Industries, Sun Apparel, Sun Apparel MX, Sunbeam, Sunoco, Sunstar, Taylor
Made, Tibbett & Britten, Unilever ? HPC, Unilever AR, Van Den Bergh Foods,
Warner Lambert, Warner Music, Whirlpool, Wickes, Wilson Industries, WL
Mexico
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Reviewed and Agreed:
_______________________
Keith Enstice
_______________________
Date Signed