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EXHIBIT 10.2
SEVERANCE AND NON-COMPETITION AGREEMENT
This Separation and Non-Competition Agreement is made this 24th
day of January
by and between Manhattan Associates ("Company") and Steve Norton
("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. Employment. Company has agreed to employ Executive as Senior
Vice
President and Chief Financial Officer in accordance with the
terms
and conditions set forth in this Agreement and Executive has
accepted such employment. This agreement governs the terms by
which
Executive shall receive certain payments in return for a promise
not
to compete with the business of the Company in the event of
a
termination.
2. Severance. In the event of a termination or Constructive
Termination
(as defined below) of employment by the Company or its
successors,
other than a termination for Cause (as defined below),
Executive
shall receive a severance payment equal to twelve (12) months
of
Executive's then current base salary, subject to all
standard
deductions, payable in twelve (12) equal monthly payments from
date
of termination, including COBRA payments for Executive's family
for
medical and dental coverage. Company's obligation to make
the
severance payment shall be conditioned upon Executive's (i)
execution of a release agreement in a form reasonably acceptable
to
the Company, and consistent with the terms of this Agreement and
any
other Agreements, whereby Executive releases the Company from
any
and all liability and claims of any kind, and (ii) compliance
with
the restrictive covenants and all post-termination
obligations
contained in this Agreement. Further, in the event of a
termination,
other than a termination for Cause (as defined below),
Executive
shall have ninety (90) days in which to exercise his vested
options.
3. Cause. For purposes of this Agreement, Cause shall include
but not
be limited to an act or acts or an omission to act by the
Executive
involving (i) willful and continual failure to substantially
perform
his duties with the Company (other than a failure resulting from
the
Executive's Disability) and such failure continues after
written
notice to the Executive providing a reasonable description of
the
basis for the determination that the Executive has failed to
perform
his duties, (ii) indictment for a criminal offense other
than
misdemeanors not disclosable under the federal securities
laws,
(iii) breach of this Agreement in any material respect and
such
breach is not susceptible to remedy or cure or has not
already
materially damaged the Company, or is susceptible to remedy or
cure
and no such damage has occurred, is not cured or remedied
reasonably
promptly after written notice to the Executive providing a
reasonable description of the breach, or (iv) conduct that the
Board
of Directors of the Company has determined, in good faith, to
be
dishonest, fraudulent, unlawful or grossly negligent or which is
not
in compliance with the Company's Code of Conduct or similar
applicable set of standards or conduct and business practices
set
forth in writing and provided to the Executive prior to such
conduct
after written notice to the Executive providing a reasonable
description of such conduct.
4. Change of Control. In the event of a Change of Control of
the
Company, as defined below, 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
t
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