EXECUTIVE EMPLOYMENT AGREEMENT

 

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                                                                   EXHIBIT 10.33

 

                         EXECUTIVE EMPLOYMENT AGREEMENT

 

         THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") by and between

Manhattan Associates, Inc. ("Company"), and Ramesh Srinivasan ("Executive") is

hereby entered into and effective as of the 1st day of January, 2004 (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 desires to employ executive as Executive Vice

President, WMS and Executive desires to accept said employment by Company; and

 

         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:

 

A G R E E M E N T S :

 

         1.       Employment and Duties.

 

                  A.       Company shall employ Executive as Executive Vice

President, WMS 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 either the President or Chief Executive Officer or

other such Officer as may be designated by the President, Chief Executive

Officer or the Board of Directors.

 

                  B.       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 to the performance of his

obligations hereunder.

 

         2.       Compensation.

 

                  A.       Base Salary. Effective January 1, 2004, Company shall

pay to Executive a base salary ("Base Salary") of $20,833.33 per month

($250,000.00 annualized), subject to all standard employment deductions, which

amount may be increased annually at the discretion of the Chief Executive

Officer or Board of Directors.

 

                  B.       Performance-Related Bonus. For Fiscal Years 2004 and

2005, Executive shall be eligible to receive a performance-related bonus of up

to $350,000.00 per year and subject to all standard employment deductions. $

200,000.00 of such bonus shall be based upon Executive's areas of responsibility

such criteria to be provided after Consultation with Executive, but determined

in the sole discretion of Company as determined from time to time by the

Compensation Committee of the Board of Directors. Bonuses shall be paid at the

same time as other Executives receive their bonus, In addition to the above,

Executive shall receive a one-time bonus of $112,000.00 in 2004, which shall be

paid in 2 equal installments of $56,000.00 on March 31, 2004 and June 30, 2004.

Executive must be an employee in good standing by Company on the date of any

bonus payment to receive such bonus, except the bonus earned for the year 2004

and 2005, for which the Executive must be employed in good standing on December

31, 2004 and December 31, 2005, respectively. These bonuses are in lieu of any

other bonuses Executive may have been entitled to receive, including any bonus

for 2003. Thereafter, the bonus shall be paid as determined by the Company.

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                  C.       Stock Option. The Executive has received the option

(the "Option") to purchase 70,000 shares of Company, at a price of $27.39

vesting in 8 equal quarterly installments beginning on March 31, 2004 (on which

date the first of the 8 quarterly installments will vest). In addition,

Executive has received the Option to purchase an additional 30,000 shares of

Company, at a price of $27.39 vesting on December 24, 2008, or such shares will

vest earlier on or before December 31, 2005 on the date that the 10 day moving

average share price at the daily close of trading of Company meets or exceeds

$40.00 per share by December 31, 2005. All Options are granted pursuant to the

Manhattan Associates, Inc. Option Plan (the "Option Plan"). The options will

vest in accordance with the stock option certificate given for each grant.

 

                  D.       Employee Benefits. Executive shall be entitled to

participate in all employee benefit plans, which Company provides for its

employees at the executive level.

 

                  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 accrue vacation days in

accordance with the current Company plan applicable to the employees at the

executive level.

 

                  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 or Executive. Upon any such termination, Executive

shall return immediately to Company all documents and other property of Company,

together with all copies 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