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Termination of Employment Agreement - Manugistics Inc. and Mary Lou Fox

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                                Manugistics, Inc
                            2115 E. Jefferson Street
                            Rockville, Maryland 20852


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.

     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

     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

     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.

     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

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

     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

     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

     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.


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