SEPARATION AGREEMENT AND
RELEASE
This SEPARATION
AGREEMENT AND RELEASE (the “Agreement”) is entered into
between Manhattan Associates, its subsidiaries and affiliated
companies (“Company”) and Pervinder Johar
(“Executive”). This Agreement shall supersede any and
all previous agreements between Executive and Company with respect
to the subject matter hereof, including, but not limited to the
Executive Employment Agreement dated March 30, 2006 and the
Severance and Non-Competition Agreement dated March 30,
2006.
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:
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1.
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Separation from
employment. Executive and Company have agreed
that Executive will end his employment on January 15, 2009
(“Termination Date”). 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 twenty-four (24) equal payments on the
Company’s regular bi-monthly scheduled pay dates. Executive
shall receive an additional lump sum of $20,000.00 paid with the
first installment, which Executive may choose to use to pay COBRA
premiums, however, it is not required that this amount be used for
that purpose. Executive shall receive payment for 25 earned
vacation days within fourteen (14) days following the
Termination Date. Executive shall not be eligible for any other
payments and agrees to waive any rights to receive, any additional
bonuses (including any performance related bonuses), additional
stock options, additional restricted stock grants or other
payments. Within 5 days of the Termination Date, Executive
agrees to return to Company any and all Company property in
Executive’s possession, including but not limited to,
information, manuals, credit cards, software, and equipment
acquired during Executive’s term of employment. All
restricted shares and stock options granted to Executive prior to
the Termination Date shall continue to vest in accordance with
their respective vesting schedule up to the Termination Date.
Executive shall have thirty (30) days from the Termination
Date in which to exercise his vested options. After that date, all
unvested options and restricted stock shall lapse.
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2.
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No additional benefits.
Executive acknowledges
and agrees that Executive shall receive no benefits additional to
those set forth above as consideration for signing this Agreement
and abiding by its terms.
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3.
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Non-compete . Executive agrees that he will not,
without Company’s prior written consent, perform his Duties
for any person or entity listed in Schedule A (direct
competitors to Company) for a period of twelve (12) months
from the Termination Date. “Duties” shall mean those
duties of the Employee while employed with the Company, including
managing the research and development and quality assurance of
computer software solutions designed by the Company for the supply
chain. The Company and Executive agree and acknowledge that the
definitions of Duties and the twelve (12) month period of
restriction reasonably and fairly limit this non-compete
restriction and are reasonably required for Company’s
protection because the Executive, by having access to the
Company’s sensitive and proprietary information about the
Company’s confidential information, customers, and employees,
would provide an unfair competitive advantage to the entities
identified on Exhibit A.
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4.
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Non-solicitation of Company
employees. Executive agrees that he will not
recruit or hire another Executive or employee of the Company for a
period of twelve (12) months from the Termination Date or
cause or assist another Executive or employee of the Company to be
hired by any competitor of the Company for a period of twelve
(12) months from the Termination Date.
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5.
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Release of claims.
Except as set forth
below, 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 Executive, Executive’s heirs,
administrators, executors, successors and assigns, Executive does
hereby release 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 (individually and/or collectively the
“Releasees”), from any and all rights, demands, claims,
damages, losses, costs, expenses, actions, and causes of action
whatsoever resulting from anything that has occurred prior to the
date Executive executes this Agreement. This release includes, but
is not limited to, claims for compensation, stock options, stock
rights, wages, benefits, bonuses, breach of contract, intentional
infliction of emotional distress, defamation, or any other torts or
personal injury; claims under any municipal, state, or federal
statute, regulation or ordinance, including but not limited to
Title VII of the Civil Rights Act of 1964, as amended 42 U.S.C.
§ 1981, the Age Discrimination in Employment Act of 1967 (the
“ADEA”), the Older Workers Benefit Protection Act, the
Americans with Disabilities Act, the Rehabilitation Act, the Family
and Medical Leave Act, the Executive Retirement Income Security Act
of 1974, the Immigration Reform and Control Act of 1986, the
Atlanta Human Rights Ordinance, the Georgia Equal Employment for
People with Disabilities Code, and the Georgia Sex Discrimination
in
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Employment Law;
and claims in tort or in contract, whether at law or in equity,
known or unknown, contingent or fixed, or suspected or unsuspected.
Executive understands and agrees that by signing this Agreement,
Executive is giving up any right which Executive may
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