<PAGE>
EXHIBIT 10.42
SEPARATION AND NON-COMPETITION AGREEMENT
This Separation and Non-Competition
Agreement is made this 25th day of January,
2005 by and between Manhattan Associates,
Inc. ("Company") and Ramesh Srinivasan
("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)
Severance
and Separation from Employment: Executive and Company have
agreed that Executive will end his employment on March 31,
2005.
However, on January 15, 2005, Executive's job description as well
as
scope and nature of Executive's employment will change.
Executive
will only be reasonably available upon the prior request of
Company
to perform services for Company consistent with Executive's
prior
job responsibilities. Between January 16, 2005 and March 31,
2005
Executive may work for or with other entities as long has he
does
not perform competitive services for such entity during such
period
or otherwise violate any provision of this Agreement. On March
31,
2005, Executive agrees to return to Company any and all Company
property. Executive shall continue to receive his current base
salary through March 31, 2005, subject to all standard
deductions.
Executive will likewise be accorded all other Employee Benefits
he
has been provided by the Company prior to this date and shall
continue to be indemnified by Company in his capacity as an
Officer.
Executive's options (and/or restricted shares) under the
Manhattan
Associates Stock Option Plan shall continue to vest through
March
31, 2005 as reflected on the Optionee Statement of Company
attached
hereto.
All vested stock options (and/or restricted shares) not
exercised will expire April 30, 2005 pursuant to Manhattan
Associates Stock Option Plan. Executive agrees to waive any
further
separation payments or any other rights relating to his
employment
agreement. This Agreement governs the terms by which Executive
has
and shall receive certain payments in return for a promise not
to
compete with the business of the Company pursuant to paragraph
3.
2)
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, Executive does hereby
release,
remise, acquit and forever discharge Company and each of
Company's
successors, assigns, subsidiaries, affiliates, and parent
corporations, and each and all of Company'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 opt
