EXHIBIT 10.28
SEPARATION AGREEMENT AND RELEASE
This SEPARATION AGREEMENT AND RELEASE is made this 26th day of March 2003 by
and between Manhattan Associates ("Employer") and Xxxx Xxxxx ("Employee").
WHEREAS, Employee and Employer mutually desire to terminate their employment
relationship;
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. SEPARATION FROM EMPLOYMENT. Employee will end employment with Employer
on the 15th day of April 2003. On or before this date, Employee agrees
to return to Employer any and all employer property, including but not
limited to, information, manuals, credit cards, cell phone, laptop,
software, and any other equipment acquired during his term of
employment. Further, Employee agrees to waive any severance payments
or any other rights (but not any obligations due to Employer) due
under his employment agreement dated March 30,1998.
2. NO ADDITIONAL BENEFITS. Employee acknowledges and agrees that he shall
receive no benefits other than set forth herein. Employee has 13,334
(as of 14 March 2003) vested options as attached in Exhibit A and all
stock options will expire 30 days after Employee's employment
termination date pursuant to the Manhattan Associates Stock Option
Plan.
3. COMPLIANCE WITH CONFIDENTIALITY. Employee agrees not to use or share
any confidential, proprietary or trade secret information about any
aspect of Employer's business with any non-Manhattan Associates
employee or business entity at any time in the future.
4. 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, Employee does hereby release,
remise, acquit and forever discharge Employer and each of Employer's
successors, assigns, subsidiaries, affiliates and parent corporations,
and each and all of Employer'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 statue, 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 Employee's employment or termination of
employment with Employer, 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
Employer or any affiliates, directors or employees concerning any
events relating to his employment or termination of employment with
Employer.
5. NONDISCLOSURE OF AGREEMENT BY EMPLOYEE. Employee agrees not to
disclose or make reference to the terms of the SEPARATION AGREEMENT
AND RELEASE except to his attorney and his immediate family, without
the prior written consent of Employer. Employee further understands
and agrees that he shall not hereafter contact or communicate with
employer's employees or former employees regarding the subject matter
of this SEPARATION AGREEMENT AND RELEASE.
6. EMPLOYEE STATEMENT ABOUT RELEASEES. Employee further agrees that he
shall make no negative statements concerning, or take any action that
derogates Employer or other Releasees, or its or other Releasees
services, reputation, officers, employees, financial status, or
operations or damage any of Releasees' business relationships.
7. EFFECT OF VIOLATIONS BY EMPLOYEE. Employee agrees and understands that
any action by him in violation of this SEPARATION AGREEMENT AND
RELEASE shall void Employer's payment to the Employee of all severance
monies and benefits provided for herein and shall require immediate
repayment by the Employee of the value of all consideration paid to
Employee by Employer pursuant to this Agreement, and shall further
require Employee to pay all reasonable costs and attorneys' fees in
defending any action Employee brings, plus any other damages to which
the Employer may be entitled.
8. DENIAL OF LIABILITY. Employer and Employee understand and agree that
the payment of the monies set forth in this Agreement does not
constitute an admission of liability or violation of any applicable
law, any contract provisions or any rule or regulation, as to which
Releasees expressly deny liability. This Agreement shall not be
admissible in any proceeding except an action to enforce its terms.
9. SEVERABILITY. If any provision, or portion thereof, of this SEPARATION
AGREEMENT AND RELEASE 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.
10. ENTIRE AGREEMENT. Employee agrees that this SEPARATION AGREEMENT AND
RELEASE constitutes the complete Agreement between the parties and
that no other representations have been made by Employer. Employee
agrees that this document resolves all outstanding issues arising from
his employment as of the date of Employee's signing the Agreement and
that he will not receive anything further from the Employer.
11. OPPORTUNITY FOR REVIEW. Employee 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 SEPARATION AND RELEASE 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 ACKNOWLEDGE THAT THEY HAVE HAD
ACCESS TO INDEPENDENT LEGAL COUNSEL OF THEIR OWN CHOOSING IN
CONNECTION WITH ENTERING INTO THIS AGREEMENT, AND THE PARTIES HEREBY
ACKNOWLEDGE THAT THEY FULLY UNDERSTAND THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND AGREE TO BE FULLY BOUND BY AND SUBJECT THERETO.
12. TITLES. Titles included in this agreement are for reference only and
are not part of the terms of this Agreement, nor do they in any way
modify any terms of the Agreement.
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 received a copy of this Agreement
on March 26, 2003.
EMPLOYEE:
/s/ Xxxx Xxxxx 3/26/03
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Xxxx Xxxxx Date
EMPLOYER:
/s/ Xxxxx X. Xxxx 3/26/03
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Xxxxx X. Xxxx, Date
Vice President, Human Resources
EXHIBIT A
VESTED OPTIONS
Grant Date Option Price Options Exercisable
11/30/00 $38.9844 10,000
12/17/01 $27.4100 3,334
