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EXHIBIT 10.31
SEVERANCE AND NON-COMPETITION AGREEMENT
This Separation and Non-Competition Agreement is made this 25th day of
April,
2003 by and between Manhattan Associates ("Company") and Edward K. Quibell
("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.
Severence. 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, Executive
shall receive a severance payment equal to six (6) months of
Executive's then current base salary, subject to all standard
deductions, payable in six (6) 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, Executive shall have thirty (30)
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.
4.
Constructive Termination. For purposes of this Agreement,
Constructive Termination shall mean a situation where (A) (i)
the Executive is no longer serving as Senior Vice President
and Chief Financial Officer of the Company, the Executive is
directed to report to other than the Chief Executive Officer
or President, the Executive is not timely paid his
compensation under this Agreement or the assignment to the
Executive of any duties or responsibilities which are
inconsistent with the status, title, position or
responsibilities of such positions (which assignment is not
rescinded after the Company receives written notice from the
Executive providing a reasonable description of such
inconsistency); (ii) after a Change of Control, the Company's
headquarters being outside of the greater Atlanta area or t
