EXHIBIT 10.42
SEPARATION AND NON-COMPETITION AGREEMENT
This Separation and Non-Competition Agreement is made this 25th day of January,
2005 by and between Manhattan Associates, Inc. ("Company") and Xxxxxx Xxxxxxxxxx
("Executive").
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) Severance and Separation from Employment: Executive and Company have
agreed that Executive will end his employment on March 31, 2005.
However, on January 15, 2005, Executive's job description as well as
scope and nature of Executive's employment will change. Executive
will only be reasonably available upon the prior request of Company
to perform services for Company consistent with Executive's prior
job responsibilities. Between January 16, 2005 and March 31, 2005
Executive may work for or with other entities as long has he does
not perform competitive services for such entity during such period
or otherwise violate any provision of this Agreement. On March 31,
2005, Executive agrees to return to Company any and all Company
property. Executive shall continue to receive his current base
salary through March 31, 2005, subject to all standard deductions.
Executive will likewise be accorded all other Employee Benefits he
has been provided by the Company prior to this date and shall
continue to be indemnified by Company in his capacity as an Officer.
Executive's options (and/or restricted shares) under the Manhattan
Associates Stock Option Plan shall continue to vest through March
31, 2005 as reflected on the Optionee Statement of Company attached
hereto. All vested stock options (and/or restricted shares) not
exercised will expire April 30, 2005 pursuant to Manhattan
Associates Stock Option Plan. Executive agrees to waive any further
separation payments or any other rights relating to his employment
agreement. This Agreement governs the terms by which Executive has
and shall receive certain payments in return for a promise not to
compete with the business of the Company pursuant to paragraph 3.
2) Release of Claims. For and in consideration of the promises,
covenants, and warranties contained herein, and other good and
valuable consideration, the sufficiency of which is hereby expressly
acknowledged, on behalf of himself, his heirs, administrators,
executors, successors and assigns, Executive does hereby release,
remise, acquit and forever discharge Company and each of Company's
successors, assigns, subsidiaries, affiliates, and parent
corporations, and each and all of Company's respective past and
present officers, directors, agents, servants, employees, and
attorneys, from any and all rights, demands, claims, damages,
losses, costs, expenses, actions and causes of action whatsoever,
including but not limited to claims for compensation, stock options,
stock rights, wages, benefits, bonuses, breach of contract,
intentional infliction of emotional distress, defamation, or any
other torts or personal injury, or claims under any municipal, state
or federal statute, regulation or ordinance, including but not
limited to The Civil Rights Acts 1866, 1871, 1964 and 1991, the Age
Discrimination in Employment Act of
1967, the Older Workers Benefit Protection Act, the Americans with
Disabilities Act, The Rehabilitation Act, the Family and Medical
Leave Act, the Fair Labor Standards Act, the Employee Retirement
Income Security Act of 1974, the Occupational and Safety and Health
Act, the Immigration Reform and Control Act of 1986, Georgia's fair
employment practices laws, or claims in tort or in contract, at law
or in equity known or unknown, contingent or fixed, suspected or
unsuspected, arising out of or in any way related to Executive's
employment or termination of employment with Company, and/or any
other matter or claim occurring or existing at any time from the
beginning of time through the date of the execution of this
Agreement. Employee understands and agrees that by signing this
Agreement, he is giving up any right which he may have under
federal, state, or municipal law, and is hereby covenanting not to
file complaints or lawsuits or to assert any claims against Company
or any affiliates, directors or employees concerning any events
relating to his employment or termination of employment with
Company. Executive 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
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 have
had access to legal counsel of their choosing, and they acknowledge
they fully understand the terms and conditions herein and agree to
be bound and subject thereto. Executive's release hereunder does not
release Company from any of its obligations under: (i) this
Separation and Non-Competition Agreement, (ii) the Manhattan
Associates Stock Option Plan, or (iii) the Indemnification Agreement
between Company and Executive dated September 2, 2004.
3) Non-Competition. As a condition to any payment based on termination,
Executive agrees that he will not work for any of the Fourteen (14)
direct competitors to Company listed in Schedule A for a period of
Twelve (12) months from January 15, 2005 without written consent of
Employer. Executive further agrees that he will not (without
Company's prior written consent) recruit or hire, another Executive
or employee of Employer for a period of Twelve (12) months from
January 15, 2005 or cause or assist (without Company's prior written
consent) another Executive or employee of Employer to be hired by
any of the Fourteen (14) direct competitors to Company listed in
Schedule A for a period of Twelve (12) months from January 15, 2005.
4) Effect of violations by Executive. Executive agrees and understands
that any action by him in violation of this Agreement shall void
Employer's payment to the Executive of all severance monies and
benefits provided for herein and shall require immediate repayment
by the Executive to Employer.
5) Severability. If any provision, or portion thereof, of this
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.
6) Law and Enforcement. This Agreement shall be governed under the laws
of the United States.
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 have received a copy of
this Agreement on January 25, 2005.
EXECUTIVE:
/s/ Xxxxxx Xxxxxxxxxx 1/25/05
------------------------------------- ---------
Xxxxxx Xxxxxxxxxx Date
EMPLOYER:
/s/ Xxxxx X. Xxxxxxxxxx 1/25/05
------------------------------------- ---------
Xxxxx X. Xxxxxxxxxx Date
President and Chief Executive Officer
SCHEDULE A
SSA Global
Highjump/3M
Oracle
MARC
PeopleSoft
Red Prairie
SAP
Yantra
Manugistics
i2
Catalyst
Provia
Optum
Retailex
