exv10w48











EXHIBIT 10.48




MANHATTAN ASSOCIATES, INC.

FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES




	 	 	 
	Name of Employee:

	 	Number of Shares:
	 
	 	 
	Award Date:

	 	Vesting Start Date:







	*—	 	If the information above is not completed, and this Agreement (as defined below) is being
executed and delivered via an online grant acceptance system (an “OLGA,” and an Agreement that
is executed and delivered via OLGA, an “OLGA Grant”), then the information appearing on the
OLGA grant summary screen with respect to the Award Shares (as defined below) covered by this
Agreement that corresponds to the information called for above is hereby incorporated by
reference into this Agreement and hereby made a part hereof.





          THIS AGREEMENT (the “Agreement”) is made and entered into as of the Award Date noted above (or
if not noted above, and this is an OLGA Grant, the Award Date set forth on the OLGA grant summary
screen with respect to these Award Shares), by and between Manhattan Associates, Inc., a Georgia
corporation (the “Company”), and the individual employee noted above (or if not noted above, and
this is an OLGA Grant, the individual employee accessing OLGA with respect to these Award Shares)
(the “Employee”).




W I T N E S S E T H:




          WHEREAS, the Company has adopted the Manhattan Associates, Inc. 2007 Stock Incentive Plan (the
“Plan”) for the purpose of securing and retaining the services of officers, directors, key
employees, and consultants of the Company, and providing incentives to those who are primarily
responsible for the operations of the Company to shape and carry out the long-range plans of the
Company and aiding in its continued growth and financial success; and




          WHEREAS, the Plan achieves such goals by providing the opportunity to receive compensation
which is based upon appreciation in the value of the shares of the common stock, par value $.01
(“Common Stock”), of the Company;




          WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”)
has authorized the grant to Employee of a restricted stock award for shares of the Common Stock
under the Plan, and the Company and Employee wish to confirm herein the terms, conditions, and
restrictions of the restricted stock award;




          NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and
other good and valuable consideration, the parties hereto agree:




SECTION 1

AWARD OF SHARES




          1.1 Award of Shares. Subject to the terms, restrictions, limitations, and conditions stated
herein and in the Plan, the Company hereby awards to Employee the number of shares of Common Stock
set forth at the beginning of this Agreement in the box labeled “Number of Shares” (or if not set
forth above, and this is an OLGA Grant, as set forth on the OLGA grant summary screen with respect
to these Award Shares) (the “Award Shares”) under the Plan.




          1.2 Vesting of Award Shares. Employee shall become vested in the Award Shares as set forth in






 









 







Schedule I hereto, which is incorporated by reference herein and hereby made a part
hereof. References herein to this Agreement shall be deemed to include Schedule I.




          For purposes of this Agreement, “Continuous Service” means a period of continuous performance
of services by Employee for the Company, a parent, or a subsidiary, as determined by the Committee
or its designee in its sole and absolute discretion.




          Notwithstanding the preceding provisions, the Committee may, in its sole discretion,
accelerate the vesting of the Shares in whole or in part. The Award Shares that have become vested
pursuant to the above provisions are herein referred to as the “Vested Award Shares” and all Award
Shares that are not Vested Award Shares are sometimes herein referred to as the “Unvested Award
Shares.” Employee acknowledges and agrees that he has been fully advised to consult with his
own tax consultants regarding the award of shares described herein.




          1.3 Payment of Withholding Taxes.




               (a) General. Prior to the date of occurrence of an event pursuant to which the relevant Award
Shares become “substantially vested” within the meaning of Section 83 of the Internal Revenue Code
of 1986 (the “Code”) (each such date, a “Vesting Date”) resulting in any domestic or foreign tax
withholding obligation, whether national, federal, state or local (the “Tax Withholding
Obligation”), the Employee must arrange for the satisfaction of the minimum amount of such Tax
Withholding Obligation in a manner acceptable to the Company.



               (b) Methods. Payment of the Tax Withholding Obligation may be made: (i) by Employee’s
delivery to the Company no later than the business day prior to the Vesting Date of the full Tax
Withholding Obligation in U.S. dollars in cash or check; or (ii) by the Company to withhold Award
Shares otherwise issuable pursuant to the vesting of the Award Shares having a Fair Market Value
equal to the Tax Withholding Obligation. In the event Employee does not satisfy the Tax
Withholding Obligation in accordance with subsection (i) of this Section 1.3(b) no later than the
business day prior to the Vesting Date, the Company shall withhold Award Shares in accordance with
subsection (iii) of this Section 1.3(b). In addition, Employee may satisfy the Tax Withholding
Obligation by any other method available under the Plan if approved by the Board or its designee.



               (c) Right to Retain Shares, Salary, etc. The Company may refuse to issue any Shares to the
Employee until the Employee satisfies the Tax Withholding Obligation. To the maximum extent
permitted by law and the Plan, the Company has the right to retain, without notice, from Shares
issuable under the Award or from salary or other amounts payable to the Employee, Shares or cash
having a value sufficient to satisfy the Tax Withholding Obligation.



          1.4 Award Shares Held by the Share Custodian. Employee hereby authorizes and directs the
Company to deliver any share certificate issued by the Company to evidence Award Shares to, or to
register any certificateless book-entry issuance of Award Shares in the name of, the Secretary of
the Company or such other officer or agent of the Company as may be designated by the Committee
(the “Share Custodian”) to be held by the Share Custodian until all of the Award Shares have become
Vested Award Shares, at which time such certificate shall be promptly delivered to the Employee or
Employee’s agent or legal representative, or such certificateless book-entry shall be transferred
to the name of Employee or Employee’s agent or legal representative. Employee hereby irrevocably
appoints the Share Custodian, and any successor thereto, as the true and lawful attorney-in-fact of
Employee with full power and authority to execute any stock transfer power or other instrument
necessary to transfer the Award Shares to the Company pursuant to this Agreement, in the name,
place, and stead of Employee. The term of such appointment shall commence on the Award Date and
shall continue until all of the Award Shares have become Vested Award Shares. Notwithstanding the
foregoing, upon request to the Share Custodian, Employee shall be entitled to the release from such
custody arrangement and power of attorney of any Vested Award Shares for which the amounts required
to be paid under Sections 1.3 have been paid. In the event the number of shares of Common Stock is
increased or reduced by changing par value, split-up, stock split, reverse stock split,
reclassification, merger, reorganization, consolidation, or otherwise, and in the event of any
distribution of Common Stock or other securities of the Company in respect of the Common Stock,
Employee agrees that any certificate or book-entry representing shares of Common Stock or other
securities of the Company issued as a result of any of the



 









 




foregoing with respect to any Award Shares held by the Share Custodian shall be delivered to the
Share Custodian and shall be subject to all of the provisions of this Agreement as if initially
purchased thereunder.




          1.5 Rights as Stockholder. During the period that the Share Custodian holds the shares of
Common Stock, Employee shall be entitled to all rights applicable to shares of Common Stock not so
held; provided, however, that Employee shall not be entitled to dividends on any Unvested Award
Shares on the record date for such dividend.




SECTION 2

RESTRICTIONS AND FORFEITURE OF SHARES




          2.1 Forfeiture of Unvested Award Shares. In addition to any forfeiture conditions set forth
in Schedule I, if Employee ceases to meet the requirement for Continuous Service for any
reason, as determined by the Committee or its designee in its sole and absolute discretion, all
Unvested Award Shares shall be forfeited to the Company, along with any and all rights or
subsequent rights attached thereto, effective immediately.




          2.2 Restrictions on Transfer of Unvested Award Shares. Without the prior written consent of
the Committee, the granting of which shall be within the sole and complete discretion of the
Committee, no Unvested Award Share may be in any manner conveyed, pledged, assigned, transferred,
hypothecated, encumbered, or otherwise disposed of by Employee, in whole or in part.




SECTION 3

GENERAL PROVISIONS




          3.1 Change in Capitalization. If the number of outstanding shares of the Common Stock shall
be increased or decreased by a change in par value, split-up, stock split, reverse stock split,
reclassification, distribution of common stock dividend, or other similar capital adjustment, an
appropriate adjustment shall be made by the Committee in the number and kind of Award Shares, such
that Employee’s proportionate interest shall be maintained as before the occurrence of the event;
provided, however, that no fractional shares shall be issued in making such adjustment. All
adjustments made by the Committee under this Section shall be final, binding, and conclusive.




          3.2 Legends. Each certificate representing any Unvested Award Shares may be endorsed with
the following legend, or one substantially similar to it, and Employee shall not make any transfer
of the Unvested Award Shares without first complying with the restrictions on transfer described in
such legend:




transfer is restricted





the securities evidenced by this certificate are subject to forfeiture
provisions and restrictions on transfer set forth in a restricted stock award
agreement pursuant to which these securities were issued, a copy of which is
available from the company.


Employee agrees that the Company may also endorse any other legends required by applicable federal
or state securities laws. The Company need not register a transfer of the Award Shares, and may
also instruct its transfer agent, if any, not to register the transfer of the Award Shares unless
the conditions specified in the foregoing legends are satisfied.




          3.3 Governing Laws. This Agreement shall be construed, administered and enforced according to
the laws of the State of Georgia.




          3.4 Successors. This Agreement shall be binding upon and inure to the benefit of the heirs,
legal representatives, successors, and permitted assigns of the parties.




          3.5 Notice. Except as otherwise specified herein, all notices and other communications under
this Agreement shall be in writing and shall be deemed to have been given if personally delivered
or if sent by registered or certified United States mail, return receipt requested, postage
prepaid, addressed to the proposed recipient at the




 









 




last known address of the recipient. Any party may designate any other address to which
notices shall be sent by giving notice of the address to the other parties in the same manner as
provided herein.




          3.6 Severability. In the event that any one or more of the provisions or portion thereof
contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the same shall not invalidate or otherwise affect any other provisions of this
Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.




          3.7 Entire Agreement. Subject to the terms and conditions of the Plan, this Agreement, and
any applicable OLGA screen, expresses the entire understanding and agreement of the parties with
respect to the subject matter. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the same instrument.




          3.8 Violation. Any transfer, pledge, sale, assignment, or hypothecation of the Award Shares
or any portion thereof in contravention of this Agreement shall be a violation of the terms of this
Agreement and shall be null, void and without effect ab initio.




          3.9 Headings. Paragraph headings used herein are for convenience of reference only and shall
not be considered in construing this Agreement.




          3.10 Specific Performance. In the event of any actual or threatened default in, or breach of,
any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby
aggrieved shall have the right to specific performance and injunction in addition to any and all
other rights and remedies at law or in equity, and all such rights and remedies shall be
cumulative.




          3.11 No Employment Rights Created. Neither the establishment of the Plan nor the award of
Award Shares hereunder shall be construed as giving Employee the right to continued employment with
the Company.




          3.12 Compliance with Code Section 409A. This Agreement and these Award Shares are intended to
satisfy the requirements of Section 409A of the Code and any regulations or guidance that may be
adopted thereunder from time to time and shall be interpreted by the Committee as it determines
necessary or appropriate in accordance with Section 409A of the Code to avoid a plan failure under
Section 409A(a)(1) of the Code.




[Signatures on following page]






 









 








          IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Award
Date noted above.




	 	 	 	 	 
	 	MANHATTAN ASSOCIATES, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 


Employee hereby acknowledges receipt of Agreement and has read and understands the terms and
provisions of the Plan and any applicable OLGA screen, and accepts the Award subject to all the
terms and conditions of the Agreement,the Plan and any applicable OLGA screen.



If Employee is executing and delivering this Agreement via OLGA, Employee’s clicking of the
on-screen button labeled “Accept” (or similarly labeled button) constitutes Employee’s acceptance
of, and express agreement to be bound by, the terms and conditions hereof, and his or her execution
and delivery of this Agreement, without the necessity for a manual signature below or completion of
the date and address fields below. Employee consents to the use of his or her electronic signature
in the foregoing manner, and consents to the retention of this executed Agreement solely in
electronic form and to the delivery to Employee via electronic methods of records related to this
Agreement.




	 	 	 	 	 	 	 
	Employee Signature:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 





	 	 	 	 	 
	Employee Printed Name: