EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") by and between
Manhattan Associates, Inc, a Georgia corporation ("Company"), and ▇▇▇▇▇▇ ▇.
Story ("Executive") is hereby entered into and effective as of the 18th day of
February, 2006 (the "Effective Date").
WHEREAS, Company is engaged in the development, marketing, selling,
implementation and installation of computer software solutions specifically
designed for the management of warehouse and distribution centers and providing
transportation management for consumer product manufacturers, retailers and
retail and grocery suppliers and distributors (the "Company Business");
WHEREAS, Company and Executive have agreed upon the terms and
conditions of Executive's employment with Company and the parties desire to
express the terms and conditions in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, it is hereby agreed as follows:
1. Employment and Duties.
A. Company shall employ Executive as Senior Vice President and
Chief Financial Officer or such other title and position as Company shall
determine in accordance with the terms and conditions set forth in this
Agreement. Executive hereby accepts employment on the terms set forth herein.
Executive shall report to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, any successor Chief Executive
Officer or the Board of Directors as may be designated by the Chief Executive
Officer or the Board of Directors (or a committee thereof).
B. Executive shall have responsibility for financial
management of the company ("Duties") and such other duties as may otherwise be
assigned to him from time to time as are consistent with his position as Chief
Financial Officer.
C. Executive agrees that he shall at all times faithfully and
to the best of his ability and experience perform all of the duties that may be
required of him pursuant to the terms of this Agreement. Executive shall devote
his full business time and effort to the performance of his obligations
hereunder, subject to Section 1.B. above.
2. Compensation.
A. Base Salary. During his employment hereunder, Company shall
pay to Executive a base salary ("Base Salary") at a rate of $10,625.00 per
bi-weekly pay period (which is a rate of $255,000.00 per year), subject to all
applicable tax withholdings and required payroll deductions, which amount shall
be reviewed annually and may be increased at the discretion of the Chief
Executive Officer or Board of Directors (or a committee thereof).
B. Performance-Related Bonus. Executive shall be eligible to
receive a performance-related bonus in an amount up to $178,500.00 of the Base
Salary and subject to terms and criteria to be mutually agreed upon. The bonus
earned for a fiscal year (or partial fiscal year) will be earned and accrued and
payable to Executive if Executive is employed by the Company on the last day of
the fiscal year, regardless of whether his employment is thereafter terminated
by the Company or Executive.
C. Stock Option. Company will grant to Executive on his start
date an option (the "Option") to purchase 175,000 shares of Company's common
stock pursuant to the Manhattan Associates, Inc. Option Plan (the "Option
Plan"). The Option will have an exercise price equal to the fair market value of
Company common stock at the closing price per share on the trading day
immediately preceding the grant date of the option, as provided in the Option
Plan. The options will vest in accordance with the terms set forth in the Option
Plan as follows: 1/4 of the options will vest on Executive's first-year
anniversary date (one year from the Effective Date of this Agreement); 1/4 of
the options will vest on Executive's second-year anniversary date; 1/4 of the
options will vest on Executive's third-year anniversary date; and 1/4 of the
options will vest on Executive's fourth-year anniversary date.
D. Employee Benefits. Executive shall be entitled to
participate in all employee benefit plans, which Company generally provides for
its employees at the executive level (without any waiting periods and without
any pre-existing conditions limitation), including indemnification from
liability in the manner extended to other executive officers of the Company.
E. Expenses. Executive shall be reimbursed for expenses
reasonably incurred in the performance of his duties hereunder in accordance
with the policies of Company then in effect.
F. Vacation. Executive shall be entitled to 20 vacation days
per calendar year.
G. Change of Control. In the event of a Change of Control of
the Company, all options, whether vested or non-vested shall vest as of the date
of the Change of Control. "Change of Control" shall mean the happening of an
event that shall be deemed to have occurred upon the earliest to occur of the
following events: (i) the date the stockholders of the Company (or the Board, if
stockholder action is not required) approve a plan or other arrangement pursuant
to which the Company will be dissolved or liquidated; (ii) the date the
stockholders of the Company (or the Board, if stockholder action is not
required) approve a definitive agreement to sell or otherwise dispose of all or
substantially all of the assets of the Company; or (iii) the date the
stockholders of the Company (or the Board, if stockholder action is not
required) and the stockholders of the other constituent corporations (or their
respective boards of directors, if and to the extent that stockholder action is
not required) have approved a definitive agreement to merge or consolidate the
Company with or into another corporation, other than, in either case, a merger
or consolidation of the Company in which holders of shares of the Company's
voting capital stock immediately prior to the merger or consolidation will have
at least fifty percent (50%) of the ownership of voting capital stock of the
surviving corporation immediately after the merger or consolidation (on a fully
diluted basis), which voting capital stock is to be held by each such holder in
the same or substantially similar proportion (on a fully diluted basis) as such
holder's ownership of voting capital stock of the Company immediately before the
merger or consolidation
3. Term. This Agreement is effective when signed by both
parties. The parties agree that Executive's employment may be terminated at any
time, for any reason or for no reason, for cause or not for cause, with or
without notice, by Company. Upon any such termination, Executive shall return
immediately to Company all documents and other property of Company, together
with all copies, summaries, excerpts, abstracts and other representations
thereof, including all Work Product and Proprietary Information, within
Executive's possession or control.
For purposes of this Agreement, Work Product shall mean the
data, materials, documentation, computer programs, inventions (whether or not
patentable), and all works of authorship, including all worldwide rights therein
under patent, copyright, trade secret, confidential information, or other
property right, created or developed in whole or in part by Executive while
performing services in furtherance of or related to the Company Business.
For purposes of this Agreement, Proprietary Information means
all Trade Secrets and Confidential Information of Company.
For purposes of this Agreement, Confidential Information shall
mean Company information in whatever form, other than Trade Secrets, that is of
value to its owner and is treated as confidential and Trade Secrets shall be
defined as it is under applicable state law, or, in the absence of a state law
definition, under the Uniform Trade Secrets Act.
4. Ownership.
A. All Work Product will be considered work made for hire by
Executive and owned by Company. To the extent that any Work Product may not by
operation of law be considered work made for hire or if ownership of all rights
therein will not vest exclusively in Company, Executive assigns to Company, now
or upon its creation without further consideration, the ownership of all such
Work Product. Company has the right to obtain and hold in its own name
copyrights, patents, registrations, and any other protection available in the
Work Product. Executive agrees to perform any acts (at the Company's expense) as
may be reasonably requested by Company to transfer, perfect, and defend
Company's ownership of the Work Product.
B. To the extent any materials other than Work Product are
contained in the materials Executive delivers to Company or its Customers,
Executive grants to Company an irrevocable,
nonexclusive, worldwide, royalty-free license to use and distribute (internally
or externally) or authorize others to use and distribute copies of, and prepare
derivative works based upon, such materials and derivative works thereof.
Executive agrees that during his or her employment, any money or other
remuneration received by Executive for services rendered to a Customer belong to
Company.
For purposes of this Agreement, Customers shall mean any
current customer or any prospective customer of Company to whom Company is
actively marketing its products and/or services.
5. Trade Secrets and Confidential Information.
A. Company may disclose to Executive certain Proprietary
Information. Executive agrees that the Proprietary Information is the exclusive
property of Company (or a third party providing such information to Company) and
Company (or such third party) owns all worldwide copyrights, trade secret
rights, confidential information rights, and all other property rights therein.
B. Company's disclosure of the Proprietary Information to
Executive does not confer upon Executive any license, interest or rights in or
to the Proprietary Information. Except as required for the benefit of Company in
the performance of services for Company, Executive will hold in confidence and
will not, without Company's prior written consent, use, reproduce, distribute,
transmit, reverse engineer, decompile, disassemble, or transfer, directly or
indirectly, in any form, or for any purpose, any Proprietary Information
communicated or made available by Company to or received by Executive. Executive
agrees to notify Company immediately if he discovers any unauthorized use or
disclosure of the Proprietary Information.
C. Executive's obligations under this Agreement with regard to
(i) Trade Secrets shall remain in effect for as long as such information remains
a trade secret under applicable law, and (ii) Confidential Information shall
remain in effect during Executive's employment with Company and for three years
thereafter. These obligations will not apply to the extent that Executive
establishes that the information communicated (1) was already known to
Executive, prior to his employment with Company, without an obligation to
Company to keep it confidential at the time of its receipt; or (2) was received
by Executive in good faith from a third party lawfully in possession thereof and
having no obligation to keep such information confidential; and (3) was publicly
known at the time of its receipt by Executive or has become publicly known other
than by a breach of this Agreement by Executive or by Executive's breach of his
fiduciary duties to Company. In addition, this Agreement shall not prohibit the
use or disclosure of information as required by applicable law or order of a
court or governmental agency or authority or necessary for Executive to enforce
his rights or defend his performance of his obligations under this Agreement.
6. Non-Solicitation.
A. Customers. The Customer relationships made or enhanced
during Executive's employment with Company belong to Company. During Executive's
employment and the one year period beginning immediately upon the termination of
Executive's employment with Company for any reason (the "One Year Limitation
Period"), Executive will not, without Company's prior written consent, contact,
solicit or attempt to solicit, on his own or another's behalf, any Customer with
whom Executive had contact in the one year prior to the end of Executive's
employment with Company for any reason (the "One Year Restrictive Period") with
a view of offering, selling or licensing any program, product or service that is
competitive with the Company Business.
B. Employees/Independent Contractors. During Executive's
employment and for a period of twelve (12) months following the termination or
resignation of his employment for any reason, Executive will not, without
Company's prior written consent, on his own or on behalf of anyone else,
directly or indirectly, recruit, solicit for employment, or seek to have such
person terminate his or her employment with Company any employee of Company or
cause another employee of Company to be hired by any direct competitor of
Company.
7. Acknowledgments. The parties hereto agree that: (i) the
restrictions contained in this Agreement are fair and reasonable in that they
are reasonably required for the protection of Company; (ii) by having access to
information concerning employees and customers of Company, Executive shall
obtain a competitive advantage as to such parties; (iii) the covenants and
agreements of Executive contained in this Agreement are reasonably necessary to
protect the interests of Company in whose favor said covenants and agreements
are imposed in light of the nature of Company's business and the involvement
of Executive in such business; (iv) the restrictions imposed by this Agreement
are not greater than are necessary for the protection of Company in light of the
substantial harm that Company will suffer should Executive breach any of the
provisions of said covenants or agreements and (v) the covenants and agreements
of Executive contained in this Agreement form material consideration for this
Agreement.
8. Remedy for Breach. Executive agrees that the remedies at law
of Company for any actual or threatened breach by Executive of the covenants
contained in Sections 4 through 7 of this Agreement would be inadequate and that
Company shall be entitled to specific performance of the covenants in such
paragraphs or injunctive relief against activities in violation of such
paragraphs, or both, by temporary or permanent injunction or other appropriate
judicial remedy, writ or order, in addition to any damages and legal expenses
(including attorney's fees) which Company may be legally entitled to recover.
Executive acknowledges and agrees that the covenants contained in Sections 4
through 7 of this Agreement shall be construed as agreements independent of any
other provision of this or any other agreement between the parties hereto, and
that the existence of any claim or cause of action by Executive against Company,
whether predicated upon this or any other agreement, shall not constitute a
defense to the enforcement by Company of said covenants.
9. No Prior Agreements. Executive hereby represents and warrants
to Company that the execution of this Agreement by Executive and Executive's
employment by Company and the performance of Executive's duties hereunder shall
not violate or be a breach of any agreement with a former employer, client or
any other person or entity.
10. Assignment; Binding Effect. Executive understands that
Executive has been selected for employment by Company on the basis of
Executive's personal qualifications, experience and skills. Executive agrees,
therefore, that Executive cannot assign all or any portion of Executive's
performance under this Agreement. Subject to the preceding two (2) sentences and
the express provisions of Section 13 below, this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and their
respective heirs, legal representatives, successors and assigns.
11. Complete Agreement. This Agreement is not a promise of future
employment, otherwise than as set forth in this Agreement. Executive has no oral
representations, understandings or agreements with Company or any of its
officers, directors or representatives covering the same subject matter as this
Agreement. This Agreement hereby supersedes any other employment agreements or
understandings, written or oral, between Company and Executive. This written
Agreement is the final, complete and exclusive statement and expression of the
agreement between Company and Executive and of all the terms of this Agreement,
and it cannot be varied, contradicted or supplemented by evidence of any prior
or contemporaneous oral or written agreements. This written Agreement may not be
later modified, except by a further writing signed by a duly authorized officer
of Company and Executive, and no term of this Agreement may be waived except by
writing signed by the party waiving the benefit of such term.
12. Notice. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:
To Company: Manhattan Associates, Inc
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President & CEO
To Executive: ▇▇▇▇▇▇ ▇. Story
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Notice shall be deemed given and effective three (3) days after the
deposit in the U.S. mail of a writing addressed as above and sent first class
mail, certified, return receipt requested, or when actually received. Either
party may change the address for notice by notifying the other party of such
change in accordance with this Section 12.
13. Severability; Headings. If any portion of this Agreement is
held invalid or inoperative, the other portions of this Agreement shall be
deemed valid and operative and, so far as is reasonable and possible, effect
shall be given to the intent manifested by the portion held invalid or
inoperative. The
Section headings herein are for reference purposes only and are not intended in
any way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.
14. Counterparts. This Agreement may be executed simultaneously in
two (2) or more counterparts, each of which shall be deemed an original and all
of which together shall constitute, but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
COMPANY:
Manhattan Associates, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President and CEO
Date: February 18, 2006
EXECUTIVE:
/s/ ▇▇▇▇▇▇ ▇. Story
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▇▇▇▇▇▇ ▇. Story
Date: February 18, 2006
