**EXHIBIT 10.15**
**EXE Technologies, Inc.**
**EMPLOYMENT AGREEMENT**
          THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 1st day ofNovember, 2002 by and between Joe Cowan, a resident of Atlanta, Georgia (the“Employee”), and EXE Technologies, Inc., a corporation organized and existingunder the laws of the State of Delaware (the “Company”), with its headquartersin Dallas, Texas.
          WHEREAS, the Company desires to employ the Employee and the Employeedesires to be employed by the Company for a period of time in the future uponthe terms and conditions hereinafter set forth.
          NOW, THEREFORE, in consideration of the mutual covenants and obligationscontained herein, and intending to be legally bound, the parties, subject tothe terms and conditions set forth herein, agree as follows:
     1.     Employment and Term. The Company hereby employs the Employee, and theEmployee hereby accepts employment with the Company for the position detailedin paragraph 2, for a period of five (5) years from November 6, 2002 (the“Effective Date”) unless sooner terminated as provided herein (the “InitialTerm”). At the end of the Initial Term, this Agreement shall automaticallyrenew for successive additional periods of one (1) year (the “Renewal Term”),unless earlier terminated by either party upon no less than ninety (90) daysprior written notice to the other party prior to the expiration of the InitialTerm or any such Renewal Term. The Initial Term of employment and any RenewalTerm hereunder, subject to the provisions of Section 8 hereof, are hereinafterreferred to as the “Term.” Each twelve-month period running for twelve monthsfrom the Effective Date, or each annual anniversary the Effective Date, asapplicable, shall be referred to herein as an “Annual Period.”
     2.     Position and Duties. During the Term, the Employee shall serve asPresident and Chief Executive Officer of the Company. In such capacity, theEmployee, subject to the ultimate control and direction of the Board ofDirectors of the Company, shall have and exercise direct charge of and generalsupervision over the business and affairs of the Company. In addition, theEmployee shall have such other duties, functions, responsibilities, andauthority as are from time to time delegated to the Employee by the Board ofDirectors of the Company, provided that such duties, functions,responsibilities, and authority are reasonable and customary for a personserving as President and Chief Executive Officer of an enterprise comparable tothe Company. The Employee shall report and be accountable only to the Board ofDirectors of the Company.
     3.     Other Business Activities. During the Term, the Employee shall devotehis full time, skill, and attention and his best efforts to the business andaffairs of the Company to the extent necessary to discharge fully, faithfullyand efficiently the duties and responsibilities delegated and assigned to theEmployee herein or pursuant hereto, except for usual, ordinary, and
 

 

 customary periods of vacation and absence due to illness or otherdisability. Nothing in this Agreement prohibits the Employee’s (i) serving asa director of other entities that are not competitive with the Company, (ii)involvement in community or charitable activities, or (iii) personal or familyinvestment-related activities, so long as such activities do not materially andadversely interfere with the Employee’s duties under this Agreement.
     4.     Compensation and Related Matters. The Company shall pay the Employee,and the Employee hereby agrees to accept, as compensation for all servicesrendered hereunder and for the Employee’s confidentiality intellectualproperty covenants and assignments and covenant not to compete as provided forin Sections 5, 6 and 7, the compensation set forth in this Section 4.
          4.1. Salary. The Company shall pay the Employee an initial base salary of$400,000.00 per annum (the “Base Salary”). The Base Salary shall be inclusiveof all applicable income, social security and other taxes and charges that arerequired by law to be withheld by the Company, are requested to be withheld bythe Employee, and shall be withheld and paid in accordance with the Company’snormal payroll practice for its similarly situated employees in effect on theEffective Date. The Base Salary may be increased annually, but not decreased,by the Compensation Committee of the Board of Directors of the Company in itsdiscretion. At no time shall Employee’s salary be less than the Base Salary.
          4.2. Bonus Program. During each Annual Period, the Company will pay anannual cash bonus to the Employee based upon the achievement of criteria,including financial and other Company performance, to be mutually agreed uponin writing by the Employee and the Board of Directors. The Employee’s bonustarget will be one hundred percent (100%) of the Employee’s Base Salary. TheEmployee’s actual bonus payments will vary depending on the achievement of themutually agreed criteria. For the purposes of the annual bonus, the AnnualPeriod shall begin on January 1, 2003. Employee’s bonus for each Annual Periodwill be paid in accordance with the Company’s normal payment practice forsimilarly situated employees in effect on the Effective Date, subject to theprovisions of section 8 herein. As consideration for Employee’s acceptance ofemployment hereunder, Employee shall be paid an initial bonus in an amount noless than $78,750 to be paid on or before January 15, 2003. This initial bonusis in addition to any annual bonus. Employee’s bonus for the first AnnualPeriod shall not be offset or otherwise affected by the initial bonus recitedherein.
          4.3. Apartment and Car. During the Term, the Company shall provide Employeewith an apartment to use as his residence in Dallas, Texas, (with furtherdetails to be mutually reasonably agreed between the Employee and the Board ofDirectors of the Company) and with a car allowance of $1,300 per month for acar and all related gas, insurance and all other related expenses to be used inDallas, Texas.
          4.4. Equity Participation.
               (a) The Employee acknowledges that the Company granted the Employee stockoptions (the “Option”) to purchase shares of the Common Stock, par value $.01
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per share, of the Company (“Common Stock”) as listed in the chart below. Theexercise price of the Option is also listed in the chart below. Except as mayotherwise be provided herein, the Option shall vest 20% per year on each of thefirst five annual anniversaries of the date of grant.         **Date of Grant** **Number of Shares Granted** **Exercise Price Per Share**  Effective Date  1,500,000  Effective Date
               (b) The Option shall be subject to and in accordance with the provisionsof the 1997 Stock Option Plan of the Company, as amended (the “Plan”),previously provided to Employee.
                    (c) Restricted Stock Award.
      (i) The Employee shall be entitled to receive two awards of stock(the “Award”) as follows, in accordance with the following vestingschedules:
      (A) 200,000 shares as follows:       **Number of Shares****Vesting Date** **Vesting on the Vesting Date** January 2, 2003  200,000 
      (B) 300,000 shares as follows:       **Number of Shares****Vesting Date** **Vesting on the Vesting Date** November 6, 2003  60,000 November 6, 2004  60,000 November 6, 2005  60,000 November 6, 2006  60,000 November 6, 2007  60,000 
          (ii) All of the shares shall initially be “Restricted Shares” and shall besubject to a right (but not an obligation) of repurchase by Company (the “Rightof Repurchase”). During the time the shares are subject to the Right ofRepurchase, the Employee shall not transfer, assign, encumber or otherwisedispose of any Restricted Shares, except as provided in the following sentence.The Employee may transfer Restricted Shares (A) by beneficiary designation,will or intestate succession or (B) to the Employee’s spouse, children orgrandchildren or to a trust or family limited partnership established by theEmployee for the benefit of the Employee or the Employee’s spouse, children orgrandchildren, provided in either case that the Transferee agrees in writing ona form prescribed by Company to be bound by all provisions of this Agreement.If the Employee transfers any Restricted Shares, then this Section 4.4 (c)shall apply to the Transferee to the same extent as to the Employee.
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          (iii) The Right of Repurchase shall be exercisable only during the 90-dayperiod following the date when the Employee’s employment terminates.
          (iv) The Employee shall acquire a vested interest in and Company’s Rightof Repurchase shall lapse with respect to the Restricted Shares on the VestingDates shown in clause (i) above. The Right of Repurchase shall lapse withrespect to all remaining Restricted Shares under the circumstances specified inSections 8.1, 8.2, 8.4 and 23.
          (v) If Company exercises the Right of Repurchase, it shall pay theEmployee an amount in cash or cash equivalents equal to $0.01 per share, asadjusted for stock splits and other appropriate adjustments descried in clause(vii) below, for each of the Restricted Shares being repurchased.
          (vi) The Right of Repurchase shall be exercisable only by written noticedelivered to the Employee prior to the expiration of the 90-day periodspecified in clause (iii) above. The notice shall set forth the date on whichthe repurchase is to be effected. Such date shall not be more than 30 daysafter the date of the notice. The certificate(s) representing the RestrictedShares to be repurchased shall, prior to the close of business on the datespecified for the repurchase, be delivered to Company properly endorsed fortransfer. Company shall, concurrently with the receipt of such certificate(s),pay to the Employee the purchase price determined according to clause (v)above. Payment shall be made in cash. The Right of Repurchase shall terminatewith respect to any Restricted Shares for which it has not been timelyexercised pursuant to this clause (vi).
          (vii) In the event of the declaration of a stock dividend, the declarationof an extraordinary dividend payable in a form other than stock, a spin-off, astock split, an adjustment in conversion ratio, a recapitalization or a similartransaction affecting Company’s outstanding securities without receipt ofconsideration, any new, substituted or additional securities or other property(including money paid other than as an ordinary cash dividend) that by reasonof such transaction are distributed with respect to any Restricted Shares orinto which such Restricted Shares thereby become convertible shall immediatelybe subject to the Right of Repurchase. Appropriate adjustments to reflect thedistribution of such securities or property shall be made to the number and/orclass of the Restricted Shares. After each such transaction, appropriateadjustments shall also be made to the price per share to be paid upon theexercise of the Right of Repurchase in order to reflect any change in Company’soutstanding securities effected without receipt of consideration therefor;provided, however, that the aggregate purchase price payable for the RestrictedShares shall remain the same.
          (viii) If Company makes available, at the time and place and in the amountand form provided in this Agreement, the consideration for the RestrictedShares to be repurchased in accordance with this Section 4.4, then after suchtime the person from whom such Restricted Shares are to be repurchased shall nolonger have any rights as a holder of such Restricted Shares (other than theright to receive payment of such consideration in accordance with thisAgreement). Such Restricted Shares shall be deemed to have been repurchased inaccordance
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with the applicable provisions hereof, whether or not the certificate(s)therefor have been delivered as required by this Agreement.
          (ix) The certificate(s) for Restricted Shares shall be deposited in escrowwith Company to be held in accordance with the provisions of this Agreement.Any new, substituted or additional securities or other property described inclause (vii) above shall immediately be delivered to Company to be held inescrow, but only to the extent the Shares are at the time Restricted Shares.All regular cash dividends on Restricted Shares (or other securities at thetime held in escrow) shall be paid directly to the Employee and shall not beheld in escrow. Restricted Shares, together with any other assets orsecurities held in escrow hereunder, shall be (i) surrendered to Company forrepurchase and cancellation upon Company’s exercise of its Right of Repurchaseor (ii) released to the Employee upon the Employee’s request to the extent theShares are no longer Restricted Shares (but not more frequently than once everysix months). In any event, all Shares that have vested (and any other vestedassets and securities attributable thereto) shall be released within 90 daysafter the Employee’s cessation of Service.
          (x) Subjecting the Shares to a Right of Repurchase may result in adversetax consequences that may be avoided or mitigated by filing an election underCode Section 83(b). Such election may be filed only within 30 days after thedate of purchase. **The Employee should consult with the Employee’s tax advisorto determine the tax consequences of subjecting the Shares to a Right ofRepurchase and the advantages and disadvantages of filing the Code Section83(b) election. The Employee acknowledges that it is the Employee’s soleresponsibility, and not Company’s, to file a timely election under Code Section83(b), even if the Employee requests Company or its representatives to makethis filing the Employee’s behalf.**
          (xi) All certificates evidencing Restricted Shares shall bear thefollowing legends:
  “THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED,TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPTIN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEENCOMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THEPREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENTGRANTS TO COMPANY CERTAIN REPURCHASE RIGHTS UPON TERMINATIONOF SERVICE WITH COMPANY. THE SECRETARY OF COMPANY WILL UPONWRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THEHOLDER HEREOF WITHOUT CHARGE.”
          4.5. Fringe Benefits. During the Term, the Employee shall be entitled toparticipate in all employee benefit plans, programs and arrangements that aregenerally made available by the Company to its senior executives, including,without limitation, the Company’s life, long-term disability and health/PPOplans and the Company’s stock option and other equity
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incentive plans. The Employee agrees to cooperate and participate in anymedical or physical examinations as may be required by any insurance company inconnection with the applications for such life and/or disability insurancepolicies. The Employee shall also be entitled to an annual physical at theexpense of the Company, as mutually reasonably agreed, and to additionalreasonable life insurance, with premiums to be paid by the Company, as mutuallyreasonably agreed by Employee and the Board of Directors of the Company.
          4.6. Reimbursement of Expenses. The Employee shall be promptly reimbursed forall items of travel and entertainment and miscellaneous expenses reasonablyincurred by him on behalf of the Company, provided that such expenses aredocumented and submitted to the Company in accordance with the reimbursementpolicies of the Company.
          4.7. Vacations. During the Term, the Employee shall be entitled to four weeksof paid vacation each year. The Employee shall also be entitled to all paidholidays given by the Company to its senior executives. The Employee agrees toutilize his vacation at such time or times as are (i) consistent with theproper performance of his duties and responsibilities hereunder and (ii)mutually convenient for the Company and the Employee.
          4.8. Board Seat. The Employee will be appointed to the Company’s Board ofDirectors. So long as the Employee remains an employee of the Company, theCompany agrees to use its best efforts to cause the Employee to be nominatedfor election to the Company’s Board of Directors at each annual or specialmeeting of the stockholders of the Company at which the general election ofdirectors of the Company, for the Class of Directors in which Employee thenserves, is to take place and to use its best efforts to cause the Employee tobe so elected to such Board of Directors.
          4.9. Indemnification. The Employee, in any capacity on behalf of the Companyor any of its subsidiaries or affiliates, shall be entitled to exculpation,indemnification, and advancement of expenses (including attorney’s fees) inaccordance with the Company’s bylaws and to the fullest extent not prohibitedby Delaware or other applicable law. The Employee shall also be entitled tocoverage under each directors’ and officers’ liability insurance policy, ifany, maintained by or on behalf of the Company’s directors and officers.
          4.10. Attorneys’ Fees to Negotiate Agreement. The Company shall pay, orreimburse Employee for, the reasonable attorneys’ fees and expenses incurred inconnection with the Employee’s negotiation of this Agreement, not to exceed$3,000, within thirty (30) days after presentation of each invoice from theEmployee’s attorneys.
     5.Confidentiality. The Employee recognizes and acknowledges that theProprietary Information (as hereinafter defined) is a valuable, special andunique asset of the Company. As a result both during the Term and for aperiod of three (3) years thereafter, the Employee shall not, without the priorwritten consent of the Company, for any reason either directly or indirectlydivulge to any third-party or use for his/her own benefit, or for any purposeother than the exclusive benefit of the Company, any confidential, proprietary,business and technical information or trade secrets of the Company or of anysubsidiary or affiliate of the Company (the
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 “Proprietary Information”) revealed, obtained or developed in the courseof his/her employment with the Company. Proprietary Information shall include,but shall not be limited to: the intangible personal property described inSection 6(b) hereof; any information relating to methods of production,manufacture and research; hardware and software configurations, computer codesor instructions (including source and object code listings, program logic,algorithms, subroutines, modules or other subparts of computer programs andrelated documentation, including program notation), computer inputs and outputs(regardless of the media on which stored or located) and computer processingsystems, techniques, designs, architecture, and interfaces; the identities of,the Company’s relationship with, the terms of contracts and agreements with,the needs and requirements of, and the Company’s course of dealing with, theCompany’s actual and prospective customers, contractors and suppliers; and anyother materials prepared by the Employee in the course of his/her employment bythe Company, or prepared by any other employee or contractor of the Company forthe Company or its customers, (including concepts, layouts, flow charts,specifications, know-how, user or service manuals, plans, sketches, blueprints,costs, business studies, business procedures, finances, marketing data,methods, plans, personnel information, customer and vendor credit informationand any other materials that have not been made available to the generalpublic). Nothing contained herein shall restrict the Employee’s ability tomake such disclosures (i) during the course of his employment as may benecessary or appropriate to the effective and efficient discharge of hisduties; (ii) as such disclosures may be required by law; (iii) in accordancewith the prior consent of the Company duly authorized by its Board ofDirectors, (iv) or in defense of any claim brought against Employee by theCompany pursuant to section 20. Furthermore, nothing contained herein shallrestrict the Employee from divulging or using for his/her own benefit or forany other purpose any Proprietary Information that is readily available to thegeneral public so long as such information did not become available to thegeneral public as a direct or indirect result of the Employee’s breach of thisSection 5. Failure by the Company to mark any of the Proprietary Informationas confidential or proprietary shall not affect its status as ProprietaryInformation under the terms of this Agreement.
     The Company acknowledges that the Employee has extensive knowledge ofelectrical engineering, marketing, sales and management (specificallyincluding, but not limited to, the industrial sector and supply chain softwareand its relevant markets) gained though his prior experiences before hisemployment with the Company. Nothing in Sections 5 or 6 shall be construed towaive or otherwise limit the Employee’s ability to utilize his personalknowledge and experience garnered prior to the Effective Date to his ownbenefit in any manner he deems necessary.
     6.     Property.
               (a) All right, title and interest in and to Proprietary Information shallbe and remain the sole and exclusive property of the Company. During the Term,the Employee shall not remove from the Company’s offices or premises anydocuments, records, notebooks, drawings, sketches, program listings, files,correspondence, reports, memoranda or similar materials of or containingProprietary Information, or other materials or property of any kind belongingto the Company unless necessary or appropriate for the performance of hisduties and
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responsibilities and, in the event that such materials or property are removed,all of the foregoing shall be returned to their proper files or places ofsafekeeping as promptly as possible after the removal shall serve its specificpurpose. The Employee shall not make, retain, remove and/or distribute anycopies of any of the foregoing for any reason whatsoever, except as may benecessary in the discharge of the assigned duties, and shall not divulge to anythird person the nature of and/or contents of any of the foregoing or of anyother oral or written information to which he may have access or with which forany reason he may become familiar, except as disclosure shall be necessary inthe performance of his duties; and upon the earlier of (i) a request by theCompany or (ii) the termination of his employment with the Company, he shallreturn to the Company all originals and copies of the foregoing then in thepossession, whether prepared by the Employee or by others.
               (b) (i) The Employee acknowledges that all right, title and interest inand to any and all writings, documents, inventions, improvements, discoveries,methods, developments, works of authorship, computer programs or instructions(whether in source code, object code, or any other form and whether patentableor not), algorithms, formulae, plans, memoranda, tests, research, designs,innovations, systems, analyses, specifications, models, data, diagrams, flowcharts, and/or techniques (whether reduced to written or electronic form orotherwise) that the Employee creates, makes, conceives, discovers, develops orreduces to practice, either solely or jointly with any other person, at anytime during the Term, whether during working hours or at the Company’s facilityor at any other time or location, and whether upon the request or suggestion ofthe Company or otherwise, and that relate to or are useful in any way inconnection with the business now or hereafter carried on by the Company(collectively, “Intellectual Work Product”) shall be the sole and exclusiveproperty of the Company. The Employee shall promptly disclose to the Companyall Intellectual Work Product, and the Employee shall have no claim foradditional compensation for the Intellectual Work Product. In addition, theEmployee hereby waives all claims to moral rights in any Intellectual WorkProduct.
                    (ii) The Employee acknowledges that all the Intellectual Work Productthat is copyrightable shall be considered a work made for hire under UnitedStates Copyright Law. To the extent that any copyrightable Intellectual WorkProduct may not be considered a work made for hire under the applicableprovisions of the United States Copyright Law, or to the extent that,notwithstanding the foregoing provisions, the Employee may retain an interestin any Intellectual Work Product that is not copyrightable, the Employee herebyirrevocably assigns and transfers to the Company any and all right, title, orinterest that the Employee may have in the Intellectual Work Product undercopyright, patent, trade secret, trademark and other intellectual propertylaws, in perpetuity or for the longest period otherwise permitted by law,without the necessity of further consideration. The Company shall be entitledto obtain and hold in its own name all copyrights, patents, trade secrets, andtrademarks with respect thereto.
                    (iii) The Employee shall reveal promptly all information relating to theIntellectual Work Product to an appropriate officer of the Company, cooperatewith the Company and execute such documents as may be necessary or appropriate(A) in the event that
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the Company desires to seek copyright, patent, trademark or other analogousprotection thereafter relating to the Intellectual Work Product, and when suchprotection is obtained, renew and restore the same, or (B) to defend anyopposition proceedings in respect of obtaining and maintaining such copyright,patent, trademark or other analogous protection.
                    (iv) In the event that the Company is unable after reasonable effort tosecure the Employee’s signature on any of the documents referenced in Section6(b)(iii) hereof, whether because of the Employee’s physical or mentalincapacity or for any other reason whatsoever, the Employee hereby irrevocablydesignates and appoints the Company and its duly authorized officers and agentsas the Employee’s agent and attorney-in-fact, to act for and in his behalf andstead to execute and file any such documents and to do all other lawfullypermitted acts to further the prosecution and issuance of any such copyright,patent, trademark or other analogous protection with the same legal force andeffect as if executed by the Employee.
                    (v) The Employee represents that the innovations, designs, systems,analyses, ideas for marketing programs, and all copyrights patents, trademarksand trade names, or similar intangible personal property identified belowcomprises all of the innovations, designs, systems, analyses, ideas formarketing programs, and all copyrights, patents, trademarks and trade names, orsimilar intangible personal property that the Employee has made or conceived ofprior to the date hereof, and same are excluded from the operation of the otherprovisions of this Section 6(b):
None.
     7.     Covenant not to Compete.
          (a) The Employee shall not, anywhere in the world, during the Term and, atthe election of the Company and in consideration of the payments contemplatedin Sections 4 and 8 for a period of one (1) year thereafter (the “RestrictedPeriod”), do any of the following directly or indirectly without the priorwritten consent of the Company in its sole discretion:
               (i) engage or participate, directly or indirectly, in any businessactivity, including without limitation those listed in Schedule A, that relatesto providing software for warehouse management, supply chain execution, orderfulfillment, inventory planning or supply chain process management and relatedservices for warehouse, distribution and related facilities and processesthroughout the supply chain (a “Competitive Business”);
               (ii) become interested (as owner, proprietor, promoter, stockholder,lender, partner, co-venturer, director, officer, employee, agent, consultant orotherwise) in any person, firm, corporation, association or other entity (A)that is listed in Schedule A, or (B) is otherwise engaged in any CompetitiveBusiness, or become interested in (as owner, stockholder, lender, partner,co-venturer, director, officer, employee, agent, consultant or otherwise) anyportion of the business of any person, firm, corporation, association or otherentity where such portion of such business is considered a CompetitiveBusiness. This limitation
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shall not prevent or preclude Employee from becoming an employee, officer, ordirector in a corporation, association, or other entity that has affiliatesengaged in a Competitive Business, so long as Employee is not directly orindirectly involved in the operation, management, or direction of theCompetitive Business affiliate, including without limitation, by being anemployee, officer or director for any corporation, association or other entitythat has any ownership interest, whether direct or indirect, in a CompetitiveBusiness. The Employee may hold not more than one percent (1%) of theoutstanding securities of any class of any publicly-traded securities of acompany that is engaged in a Competitive Business, excluding those companieslisted in Schedule A. The Employee may also hold securities of any publiclytraded stocks or securities purchased or held directly or indirectly in thename of the Employee through a group or association of investors in which theEmployee participates but does not control (e.g., mutual funds, blind trusts,401(k), IRA accounts, independently managed investment accounts, and theequivalents of the same);
               (iii) solicit or call on for a purpose competitive with the business ofthe Company, either directly or indirectly, any (A) customer with whom theCompany shall have dealt at any time during the twelve (12) month periodimmediately preceding the termination of the Employee’s employment hereunder,or (B) supplier or distributor with whom the Company shall have dealt at anytime during the twelve (12) month period immediately preceding the terminationof the Employee’s employment hereunder;
               (iv) influence or attempt to influence any supplier, distributor, customeror potential customer of the Company to terminate or modify any written or oralagreement or course of dealing with the Company; or
               (v) influence or attempt to influence any person either (A) to terminateor modify the employment, consulting, agency, distributorship or otherarrangement with the Company, or (B) to employ or retain, or arrange to haveany other person or entity employ or retain, any person who has been employedor retained by the Company as an employee, consultant, agent or distributor ofthe Company at any time during the twelve month period immediately precedingthe termination of the Employee’s employment hereunder.
          (b) The Employee hereby acknowledges that the limitations as to time,character or nature and geographic scope placed on his/her subsequentemployment by this Section 7 are reasonable and fair and will not prevent ormaterially impair his/her ability to earn a livelihood.
     8.     Early Termination. The Employee’s employment hereunder may beterminated during the Term upon the occurrence of any one of the eventsdescribed in this Section 8. Upon termination, the Employee shall be entitledonly to the compensation and benefits as described in this Section 8.
          8.1. Termination for Disability.
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               (a) In the event of the disability of the Employee such that Employee isunable to perform the duties and responsibilities hereunder to the full extentrequired by this Agreement by reasons of illness, injury or incapacity for aperiod that would trigger Employee’s eligibility under the Company’s long-termdisability insurance policy (“Disability”), the Employee’s employment hereundermay be terminated by the Company upon written notice to the Employee.
               (b) In the event of a termination of the Employee’s employment hereunderpursuant to Section 8.1(a) and provided that the Employee has complied with allof his obligations under this Agreement and continues to comply with all of hissurviving obligations hereunder listed in Section 10, the Employee will beentitled to receive (i) continuation of the Base Salary in effect as of thetermination date for a period of twelve (12) months following the date ofDisability, payable on the Company’s standard payroll cycle; (ii) any earnedbut unpaid bonus at the date of termination, payable on the date(s) itotherwise would have been payable; (iii) full vesting on the date oftermination of all stock options and restricted stock granted under the termsof the contract, whether or not exercisable or vested on the date oftermination, and the immediate right to exercise all such stock options for aperiod of six months after the date of termination; (iv) any amounts payable onDisability pursuant to any plans or policies of the Company; and (v) any otheramounts due but not yet paid from the Company to Employee.
          8.2. Termination by Death. In the event that the Employee dies during theTerm, the Employee’s employment hereunder shall be terminated thereby and theCompany shall pay to the Employee’s executors, legal representatives oradministrators (i) the Employee’s Base Salary in effect as of the date of deathfor a period of twelve (12) months following the date of death, which shall bepayable in a lump-sum thirty (30) days following the date of death; (ii) anyearned but unpaid bonus at the date of termination, payable on the date(s) itotherwise would have been payable; (iii) full vesting on the date of death ofall stock options and restricted stock granted under the terms of the contract,whether or not exercisable or vested on the date of death, and the immediateright to exercise all such stock options for a period of six months after thedate of death; (iv) any amounts payable on death pursuant to any plans orpolicies of the Company; and (v) any other amounts due but not yet paid fromthe Company to Employee.
          8.3. Termination by the Company for Cause.
               (a) The Company may terminate the Employee’s employment hereunder at anytime for “cause” upon written notice to the Employee. For purposes of thisAgreement, “cause” shall only mean:
                    (i) any material breach by the Employee of any of the Employee’s materialobligations under this Agreement, subject to 30 days’ written notice and areasonable opportunity to cure;
                    (ii) willful misconduct or gross negligence by the Employee in connectionwith his employment by the Company, subject to 30 days’ written notice and areasonable opportunity to cure;
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                     (iii) conviction of, or pleas of guilty or nolo contendere, by theEmployee to any crime constituting a felony, any crime involving moralturpitude (whether or not a felony), or any other criminal act related to theCompany involving dishonesty or willful misconduct intended to injure theCompany;
                    (iv) habitual alcohol or substance abuse or addiction.
               (b) In the event of a termination of the Employee’s employment hereunderpursuant to Section 8.3(a), the Employee shall be entitled to receive allaccrued but unpaid (as of the effective date of such termination) Base Salary,benefits, unreimbursed expenses, and bonuses (if any have been earned). AllBase Salary, benefits and bonuses shall cease at the time of such termination,subject to the terms of any benefit or compensation plan then in force andapplicable to the Employee. The unvested portion of the Option and of therestricted stock grant under Section 4.4(c) shall be canceled at the time ofsuch termination, and the Employee shall be entitled to exercise only suchoptions which are vested as of the effective date of such termination for threemonths after the effective date of termination. Except as specifically setforth in this Section 8.3, the Company shall have no liability or obligationhereunder by reason of such termination.
          8.4. Termination by the Company Without Cause.
               (a) The Company may terminate the Employee’s employment hereunder at anytime, for any reason, without cause, effective upon the date designated by theCompany upon thirty (30) days written notice to the Employee.
               (b) In the event of a termination of the Employee’s employment hereunderpursuant to Section 8.4(a), the Employee shall be entitled to receive (i)continuation of the Base Salary (in effect as of the date of termination) fortwenty-four months payable on the Company’s standard payroll cycle; (ii) anyearned but unpaid bonus at the date of termination, payable on the date(s) suchpayments would have been payable; (iii) full vesting on the date oftermination of all stock options and restricted stock granted under the termsof the contract, whether or not exercisable or vested on the date oftermination, and the immediate right to exercise all such stock options for sixmonths after the date of termination; and (iv) any other amounts due but notyet paid from the Company to Employee.
          8.5 Voluntary Resignation.
          (a) The Employee may voluntarily resign and terminate the Employee’semployment hereunder at any time, for any reason effective upon the datedesignated by the Employee upon one hundred twenty (120) days written notice tothe Company.
          (b) In the event of a resignation or termination of the Employee’semployment hereunder pursuant to Section 8.5(a), the Employee shall be entitledto receive all accrued but unpaid (as of the effective date of suchresignation) Base Salary, benefits, unreimbursed
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expenses, and bonuses (if any have been earned). All Base Salary,benefits and bonuses shall cease at the time of such termination, subject tothe terms of any benefit or compensation plan then in force and applicable tothe Employee. The unvested portion of the Option shall be canceled at the timeof such termination, and the Employee shall be entitled to exercise only suchoptions which are vested as of the effective date of such termination for threemonths after the date of termination. Except as specifically set forth in thisSection 8.5, the Company shall have no liability or obligation hereunder byreason of such termination.
          8.6 Options; Repurchase of Shares.
          Except as otherwise expressly provided, upon the termination of theEmployee’s employment pursuant to this Section 8 all further vesting on allstock options and/or restricted stock in the Company held by the Employee shallimmediately cease as of such date and thereafter any vested stock options shallbe exercisable and any restricted stock or other equity securities held by theEmployee shall be subject to repurchase by the Company in accordance with theirrespective terms and the terms of any related agreements between the Companyand the Employee.
          8.6. No Mitigation or Offset. The Employee shall not be obligated to seek orsecure new employment or to become self-employed after termination of hisemployment with the Company, but shall be obligated to report promptly to theCompany any actual employment obtained during the period for which any benefitscontinue. There shall be no offset against any amounts due to Employee underthis Agreement on account of any remuneration or benefits attributable to anysubsequent employment (including, without limitation, any self-employment) thathe may obtain.
     9.     Representations, Warranties and Covenants of the Employee.
               (a) The Employee represents and warrants to the Company that:
                    (i) There are no restrictions, agreements or understandings whatsoever towhich the Employee is a party which would prevent or make unlawful theEmployee’s execution of this Agreement or the Employee’s employment hereunder,or which is or would be inconsistent or in conflict with this Agreement or theEmployee’s employment hereunder, or would prevent, limit or impair in any waythe performance by the Employee of the obligations hereunder; and
                    (ii) The Employee has disclosed to the Company all restraints,confidentiality commitments or other employment restrictions that he/she haswith any other employer, person or entity and the Company acknowledges receiptof a copy of the same.
               (b) Upon and after his termination or cessation of employment with theCompany and until such time as no obligations of the Employee to the Companyhereunder exist, the Employee (i) shall provide a complete copy of thisAgreement to any prospective employer or other person, entity or association ina Competitive Business, with whom or which
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the Employee proposes to be employed, affiliated, engaged, associated or toestablish any business or remunerative relationship prior to the commencementthereof and (ii) shall notify the Company of the name and address of any suchperson, entity or association prior to the Employee’s employment, affiliation,engagement, association or the establishment of any business or remunerativerelationship.
     10.     Survival of Provisions. The provisions of this Agreement set forth inSections 5 through 22 hereof shall survive the termination of the Employee’semployment hereunder,
     11.     Successors and Assigns. This Agreement shall inure to the benefit ofand be binding upon the Company and the Employee and their respectivesuccessors, executors, administrators, heirs and/or permitted assigns; providedthat neither the Employee nor the Company may make any assignments of thisAgreement or any interest herein, by operation of law or otherwise, without theprior written consent of the other parties hereto, except that, without suchconsent, the Company may assign this Agreement to any successor to all orsubstantially all of its assets and business by means of liquidation,dissolution, merger, consolidation, transfer of assets, sale of stock, orotherwise, provided that such successor assumes in writing all of theobligations of the Company under this Agreement.
     12.     Notice. Any notice hereunder by either party shall be given bypersonal delivery or by sending such notice by certified mail, return-receiptrequested, or by overnight delivery with a reputable courier service, ortelecopied, addressed or telecopied, as the case may be, to the other party atits address set forth below or at such other address designated by notice inthe manner provided in this section. Such notice shall be deemed to have beenreceived upon the date of actual delivery if personally delivered or, in thecase of mailing, two (2) days after deposit with the U.S. mail, or if byovernight delivery, the date of delivery or, in the case of facsimiletransmission, when confirmed by the facsimile machine report.
If to the Employee:   Mr. Joe Cowan5212 Legends DriveBraselton, Georgia 30517
with a copy to:   Mr. Joseph L. Cowan IILondon & Yancey, L.L.C.2001 Park Place North, Ste. 400Birmingham, Alabama 35203Facsimile no: (205) 251-8929
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If to the Company:   EXE Technologies, Inc.8787 Stemmons FreewayDallas, TX 75247Attention: CFO and General CounselFax: 214-775-0912
     13.     Entire Agreement; Amendments. Except as otherwise provided herein,this Agreement contains the entire agreement and understanding of the partieshereto relating to the subject matter hereof, and merges and supersedes allprior and contemporaneous discussions, agreements and understandings of everynature between the parties hereto relating to the employment of the Employeewith the Company. This Agreement may not be changed or modified, except by anagreement in writing signed by each of the parties hereto.
     14.     Waiver. The waiver of the breach of any term or provision of thisAgreement shall not operate as or be construed to be a waiver of any other orsubsequent breach of this Agreement.
     15.     Governing Law. This Agreement shall be construed and enforced inaccordance with the laws of the State of Texas, without regard to theprinciples of conflicts of laws of any jurisdiction.
     16.     Invalidity. If any provision of this Agreement shall be determined tobe void, invalid, unenforceable or illegal for any reason, then the validityand enforceability of all of the remaining provisions hereof shall not beaffected thereby. If any particular provision of this Agreement shall beadjudicated to be invalid or unenforceable, then such provision shall be deemedamended to delete therefrom the portion thus adjudicated to be invalid orunenforceable, such amendment to apply only to the operation of such provisionin the particular jurisdiction in which such adjudication is made; providedthat, if any provision contained in this Agreement shall be adjudicated to beinvalid or unenforceable because such provision is held to be excessively broadas to duration, geographic scope, activity or subject, then such provisionshall be deemed amended by limiting and reducing it so as to be valid andenforceable to the maximum extent compatible with the applicable laws of suchjurisdiction, such amendment only to apply with respect to the operation ofsuch provision in the applicable jurisdiction in which the adjudication ismade.
     17.     Section Headings. The section headings in this Agreement are forconvenience only; they form no part of this Agreement and shall not affect itsinterpretation.
     18.     Number of Days. In computing the number of days for purposes of thisAgreement, all days shall be counted, including Saturdays, Sundays and legalholidays; provided that, if the final day of any time period falls on aSaturday, Sunday or day which is a legal holiday in Texas, then such final dayshall be deemed to be the next day which is not a Saturday, Sunday or legalholiday.
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     19.     Arbitration. Except for claims or disputes related to the rights andobligations of the parties set forth in Sections 5, 6 and 7 hereof, the partieshereto agree that any controversy or claims arising out of or relating to thisAgreement shall be settled exclusively by arbitration in accordance with theNational Rules for the Resolution of Employment Disputes of the AmericanArbitration Association (“AAA”) as then in effect. The parties hereto furtheragree that any arbitration proceeding commenced in connection with thisAgreement shall take place in Dallas, Texas under the auspices of the AAA, andjudgment upon the award rendered by the Arbitrator(s) may be entered in anycourt having jurisdiction thereof. The prevailing party shall be entitled torecover, in addition to any other relief, reasonable attorneys’ fees, costs anddisbursements.
     20.     Specific Enforcement. The Employee acknowledges that the restrictionscontained in Sections 5, 6 and 7 hereof are reasonable and necessary to protectthe legitimate interests of the Company and its affiliates and that the Companywould not have entered into this Agreement in the absence of such restrictions.The Employee also acknowledges that any breach by him of Sections 5, 6 or 7hereof will cause continuing and irreparable injury to the Company for whichmonetary damages would not be an adequate remedy. The Employee shall not, inany action or proceeding to enforce any of the provisions of this Agreement,assert the claim or defense that an adequate remedy at law exists. In theevent of breach by the Employee of Sections 5, 6, or 7, the Company shall havethe right to enforce the provisions of Sections 5, 6 and 7 of this Agreement byseeking injunctive or other relief in any court, and this Agreement shall notin any way limit remedies of law or in equity otherwise available to theCompany.
     21.     Consent to Suit. Any dispute relating to the rights and obligationsof the parties set forth in Sections 5, 6 and 7 hereof, may only be brought inthe Courts of the State of Texas in and for the County of Dallas or in theUnited States District Court for the Northern District of Texas. The Employeeand the Company hereby consent to the jurisdiction and venue of the courts ofthe State of Texas in and for the County of Dallas or the United StatesDistrict Court for the Northern District of Texas, provided that such FederalCourt has subject matter jurisdiction over such dispute, and the Employeehereby waives any claim he may have at any time as to forum non conveniens withrespect to such venue. Any judgment entered against either of the parties inany proceeding hereunder may be entered and enforced by any court of competentjurisdiction. The prevailing party shall be entitled to recover, in addition toany other relief, reasonable attorneys’ fees, costs and disbursements.
     22.     Counterparts. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, and all of whichtogether shall be deemed to be one and the same instrument.
     23.     Change in Control. In the event of a Change in Control in theownership or operation of the Company, the Employee shall be entitled topayment of an additional sum of two times the Base Salary then in effect, to bepaid only if Employee gives written notice to the Company that he wishes totrigger this Section on any date beginning with the date that is the firstanniversary of the occurrence of the Change of Control and for thirty (30) daysthereafter.
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The Employee shall be entitled to the payment 30 days after the date ofthe notice. This payment shall be in addition to the compensation providedherein and not utilized to offset in any manner any salary, bonus or otherpayment to which Employee is entitled under this Agreement. Further, theEmployee shall be entitled to the acceleration of the vesting of all Optionsand restricted stock that have not yet vested as of the date of the Change inControl, so that on the date of Change in Control all Options and restrictedstock provided herein are fully vested and exercisable. For the purposes ofthis section, Change in Control shall mean:
For purposes of this Agreement, the term “Change of Control” shall mean theoccurrence of any event where (a) any person (as such term is used in Sections13(d) and 14(d) of the Exchange Act), except for the Company’s currentprincipal stockholders—General Atlantic Partners, Technology CrossoverVentures or Symphony, or their affiliates, is or becomes the beneficial owner(as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,except that a person shall be deemed to have beneficial ownership of all sharesthat any such person has the right to acquire, whether such right isexercisable immediately or only after the passage of time), directly orindirectly, of more than 50% of the outstanding shares of common stock of theCompany or securities representing 50% or more of the combined voting power ofthe Company’s voting stock, or (b) the Company consolidates with or merges intoanother person or any person consolidates with or merges into the Company, ineither event pursuant to a transaction in which the outstanding voting stock ofthe Company is changed into or exchanged for cash, securities or otherproperty, other than any such transaction between the Company and its whollyowned subsidiaries, with the effect that the Company’s stockholders immediatelybefore the consummation of such transaction do not continue to be thebeneficial owners, directly or indirectly, more than 50% of the outstandingshares of common stock of the Company or the surviving entity or securitiesrepresenting 50% or more of the combined voting power of the Company’s or thesurviving entity’s voting stock or (c) the Company conveys, transfers, sells orleases all or substantially all of its assets to any person in a singletransaction or in a series of related transactions.
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executedon this day and year first written above.       Approved: EXE TECHNOLOGIES, INC.       By:   By:        Steven A. Denning, Title:    as the Representative ofthe Compensation Committeeof the Board of Directors ofEXE Technologies, Inc.             JOE COWAN
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**Schedule A**
High Jump