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Termination of Employment Agreement - Manugistics Inc. and Keith Enstice

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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

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.

     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,

     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

    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

     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.

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.


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

Subject:  Keith Enstice - Attachment 1 to Termination of Employment

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

(Embedded image moved to file: pic15081.pcx)

Reviewed and Agreed:

Keith Enstice

Date Signed