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EXHIBIT 10.34
SEVERANCE AND NON-COMPETITION AGREEMENT
This Separation and Non-Competition
Agreement is made this 1st day of January
2004 by and between Manhattan Associates
("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. Employment. Company has agreed to
employ Executive as Executive Vice
President, WMS 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, 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 and 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
Constructive Termination, or a termination by Company other than
a
termination for cause.
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) after a Change
of
Control the Executive is no longer serving as Executive Vice
President
reporting to 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
the
Company requiring the Executive to be based at any
