Termination of Employment Agreement - Manugistics Inc. and Mary Lou Fox
Manugistics, Inc
2115 E. Jefferson Street
Rockville, Maryland 20852
TERMINATION OF EMPLOYMENT AGREEMENT
Date Presented: August 19, 1999
Supercedes Previously Issued Agreement
This Termination of Employment Agreement ("Agreement") is entered into by
Manugistics, Inc. ("Manugistics") and Mary Lou Fox ("you") who has been employed
since June, 1982. 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 after your last day worked 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 September 1, 1999 and continue through
May 31, 2000. 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 and benefits during the period September 1,
1999 through February 29, 2000, a period of six (6) months. You will
receive Severance pay during this six month period even if you should
secure employment with another employer.
Your termination of employment from Manugistics will be effective as of
close of business on your Termination Date, May 31, 2000 and you will vest
stock options through this date.
1a. Extension of Severance Period with Pay and Benefits.
In the event you have not begun full time professional employment with
another employer by February 29, 2000, and you have made a good faith
effort to secure such employment, your severance pay and benefits will be
continued through May 31, 2000, or until professional employment begins
with another employer, whichever occurs first. Occasional "spot' consulting
assignments will not be considered as employment. Should this paragraph 1a.
be placed in force, your Termination Date will become the last day of pay
eligibility under this paragraph la, but at no time shall your Termination
Date be sooner than May 31, 2000.
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. To clarify your resignation reason, you will
provide a written statement to Carl Di Pietro no later than September 1,
1999 describing your reasons for leaving Manugistics. You agree to remove
your personal property from and leave Manugistics premises, during regular
Manugistics' business hours, on or before September 15, 1999 unless there
is mutual agreement to extend this period of time. Effective close of
business, August 31, 1999, or sooner if directed by the CEO, you will
discontinue your official duties and responsibilities as Sr. Vice
President, member of EXEC and other offices held with Manugistics. If the
employee and Manugistics mutually agree to extend the last day of work
beyond August 31, 1999, then all terms and dates of this Agreement will be
similarly extended by the same period of time. Announcement of your
resignation from Manugistics will be at a time and in manner agreeable to
the parties.
3. Severance Pay.
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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 P1an. However, the terms of those Plans shall control
the termination of benefits under those plans. You will be eligible for
Short Term Disability and Good Health Subsidy until your Severance Period
begins. 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 $215.91 per month for Employee only, $481.14
per month for Employee plus one dependent, or $630.83 per month for Family
coverage): HMO, (approximately $184.29 per month for Employee only, or
$497.60 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. To assist you in your job search, you may retain your notebook
computer/printer and Palm Pilot, dockins/station and monitor. Please
provide the Manugistics equipment number or serial number. Your AT&T
company calling card will be deactivated as of your last day of work,
August 31, 1999. During your Severance Period, you will be entitled to
reimbursement of up to $500. For long distance telephone calls, and to
defray other job search costs that are required in your search for
employment. You will also receive reimbursement for professional job
coaching services provided prior to your Termination Date, up to an amount
of $1,500. Submit expense reports for items noted in this paragraph d to
HRD for reimbursement in no less than $100 increments. To be paid, expense
reports must be submitted no later than 30 days following your Termination
Date.
e. You will be paid for all FY00 incentive bonus objectives that have been
earned for Q1 and Q2 for global consulting service and under the Executive
Annual Incentive Plan. The revenue/profit matrix as used in the VP
Consulting Comp Plans will be used to determine the employees bonus for Q1
and Q2.
5. Condition Precedent.
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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 current voicemail and email shall continue until
October 1, 1999. Effective September 1, 1999, 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 new voice
mailbox may be deactivated at the discretion of the company or at your
request.
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. Indemnification. Manugistics shall indemnify Employee to the maximum
extent allowed under the corporate by-laws and subject to the corporate
by-laws of Manugistics and its parent company, Manugistics Group, Inc.
(collectively, "By-laws") as amended January 14, 1999 for any litigation
now pending, including the cases described above, or arising in the future
and involving acts or omissions of the employee in your capacity as Sr.
Vice President, occurring during Employee's employment with Manugistics. A
copy of the resolution modifying the By-laws as approved by the Board of
Directors of Manugistics and its parent company to include former officers
in the indemnification, consistent with Delaware corporate law, is attached
hereto as Exhibit A. It is the intention of those By-laws to permit
indemnification and advancement of expenses "to the fullest extent
authorized under Delaware General Corporation Law as in effect from time to
time." Manugistics hereby commits to indemnification of Employee, and to
advancement of expenses, under the circumstances and to the fullest extent
not prohibited by the Delaware General Corporation Law in accordance with
the By-laws as amended, subject to any discretionary determination of the
Board as set forth in such By-laws. No changes in the corporate By-laws
shall adversely affect this commitment with regard to employee hereunder.
8. Noninterference.
a. 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 the CEO.
b. Manugistics, on behalf of itself, its officers, directors, employees and
agents, agrees to act in good
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faith and not to make disparaging remarks about you. Manugistics, again on
behalf of itself and its officers. directors, employees and agents, agrees
to refrain from making any public statements at all about you, your
performance, or your activities as Sr., Vice President, whether oral or
written, in any form, without prior written approval from you. This
prohibition shall not bar communications to Manugistics' attorney,
accountants, as required by law or by any judicial, regulatory or
governmental authority, or as required by Manugistics legal duty to make
appropriate public disclosures under SEC or NASD rules and regulations.
This prohibition, includes, but is not limited to, preventing any
statements about you from being made to representatives of the media or any
other person outside Manugistics.
a. Both parties agree that Manugistics' consent to the obligation under
subparagraph b. above is an important consideration for you to enter into
this Agreement and that these obligations are meant to protect your
reputation, both personal and professional. Manugistics understands the
value of this provision to you and also agrees that you may not be able to
fully protect your rights through money damages. Therefore, Manugistics
understands that you may seek injunctive relief in order to ensure that
this provision is enforced.
9. Noncompete.
For three (3) 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 during employment with Manugistics, or any
person or business to whom Manugistics had proposed future service within
the three (3) month period prior to August 31, 1999. The solicitation
restrictions of this paragraph applies to you if you are associated with or
representing, directly or indirectly, any interest with products and
services that are in direct competition with Manugistics. i2, the supply
chain practice of SAP, Logility, J.D. Edwards, McHugh, Synquest and
Paragon are considered direct competition.
c. Seek or accept employment with i2, SAP, Logility, J.D. Edwards, McHugh,
Synquest and Paragon. Once you have decided on 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.
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.
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 also agree to be available by telephone and in person until Termination
Date to the extent that Manugistics reasonably finds such necessary.
Questions you receive concerning the daily business affairs
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of Manugistics, after your last day of work, including questions from
customers of Manugistics, should be promptly referred to the CEO or his
designee. During the time through August 31, 1999 you will be performing
your duties as Sr. Vice President with full force and commitment and report
to Rich Bergmann Executive Vice President.
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 payments and 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 agrees to keep this Agreement confidential and not
disclose its terms except to its attorneys, accountants and other
professional advisors and except as required by law or by any judicial,
regulatory or governmental authority or upon the advice of counsel, and as
further subject to Manugistics legal duty to make appropriate public
disclosures under SEC or NASD rules and regulations.
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: /s/ Mary Lou Fox By: /s/ Carl Di Pietro
(Signature) (Signature)
Print Name: Mary Lou Fox Print Name: Carl Di Pietro
Title Sr. Vice President Title: Director, Human Resources
Date Signed: 8/25/99 Date Signed: 8/25/99