Exhibit 10.31
Subject: Xxx Xxxxxxxxx - Termination of Employment Agreement
Manugistics, Inc.
0000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
TERMINATION OF EMPLOYMENT AGREEMENT
Date Presented: February 9, 1999
This Termination of Employment Agreement ("Agreement") is entered into by
Manugistics, Inc. ("Manugistics") and Xxxxxx Xxxxxxxxx ("you") who has been
employed since December 29, 1995. It is acknowledged that you will
terminate your employment relationship with Manugistics as of close of
business, November 1, 1999 ("Termination Date"); and 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 Manugistics 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 your Severance Date, January 31,
1999 and continue through November 1, 1999. 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 during the
period January 31, 1999, your Severance Date, through July 31, 1999, a
period of twenty six (26) weeks. You will receive Severance pay during
this twenty six (26) week period even if you should secure employment with
another employer. Your period of severance will continue from August 1,
1999 and through November 1, 1999 without pay and benefits except as
provided for in paragraph 1a. of the AGREEMENT.
Your termination of employment from Manugistics will be effective as of
close of business on your Termination Date, November 1, 1999. You will
vest stock options through your Termination 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 August 1, 1999, and you have made a good faith effort
to secure such employment, your severance pay and benefits will be
continued through November 1, 1999 (maximum 13 weeks), or until
professional employment begins with another employer, whichever occurs
first.
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 and philosophy. Following the
public announcement of your resignation on January 19, 1999, you
discontinued your official duties and responsibilities as Executive
Vice President of Manugistics, member of EXEC and officer of
Manugistics.
3. Severance Pay.
x. Xxxxxxxxx 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 Plan. The terms of
those Plans shall control concerning 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 (0-000-000-0000) 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 $196.28 per month
for Employee only, $437.40 per month for Employee plus one dependent,
or $573.48 per month for Family coverage); HMO, (approximately $147.86
per month for Employee only, or $399.21 per month for Family
coverage). Insurance premiums are subject to change as such changes
would apply to other employees.
c. On request, Xxxx Xx Xxxxxx 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. You will be required to exercise vested stock options that may be
due you within thirty (30) days following your Termination Date, or
such options will be forfeited.
e. To assist you in your job search, you may retain your Think Pad
computer. Please provide the Manugistics equipment number or serial
number. Your ATT company calling card will be deactivated as of
February 1, 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. Submit expense reports 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.
f. Until November 1, 1999 you will remain a designated corporate
member of Avenel Golf Club and remain entitled to full privileges of
that membership.
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 computer access and email
shall continue through February 20, 1999. Effective February 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. You agree to remove
your personal property from and leave Manugistics premises, during
regular Manugistics' business hours, on or before the Severance Date.
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. In consideration of the severance benefits paid to Employee pursuant to
this Agreement, the Employee hereby releases Employer from any claims
under the Age Discrimination in Employment Act which arose prior to the
execution date of this Agreement. Employee should discuss any questions
concerning this waiver with an attorney of Employee's choice prior to
executing this Agreement. Employee shall have a period of forty five
(45) days from the date of this Agreement within which to consider this
Agreement or amendments thereto. Employee may revoke this Agreement for
a period of seven (7) days following its execution, and this Agreement
shall not be effective or enforceable until such seven-day revocation
period has expired.
8. Noninterference.
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 your manager. You also agree to be available by telephone and in
person until Termination Date to the extent that Manugistics
reasonably finds such necessary. If you receive any questions
concerning the daily business affairs of Manugistics, including
questions from customers of Manugistics, you agree to promptly refer
them to your manager. Manugistics agrees to act in good faith and
not to make disparaging remarks about you.
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. For a period of six (6) months after your Severance Date, 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 your Severance Date. The
solicitation restrictions of this paragraph apply 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,
Numetrix, Synquest and Paragon are considered direct competition.
c. Seek or accept employment with a person or business which is a
competitor of Manugistics, if the employment is directly or
indirectly related to the types of services made that you provided to
Manugistics, without your prior notice to and your receipt of the
written consent of Manugistics. I2, SAP, Logility, Numetrix,
Synquest and Paragon are considered direct competition. 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 and a brief description of job
duties.
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 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 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 will only disclose the terms of
this Agreement to its tax and legal advisors and those Manugistics
employees whose position reasonably requires such knowledge.
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: By:
(Signature) (Signature)
Print Name: Print Name:
Title: Title:
Date Signed: Date Signed:
