EX-10.3






Exhibit 10.3




			
	 	 	 
	
	 	Modification Agreement for Terms and Conditions

for Stock Options





The purpose of this Stock Option Modification Agreement is to modify the terms of “Terms and
Conditions for Stock Options” between Manhattan Associates, Inc. and [Insert name of executive]
(“Optionee”) as attached to each Manhattan Associates, Inc Stock Option Grant previously
granted or granted in the future. Optionee’s “Terms and Conditions for Stock Options” for all
such grants are hereby modified as follows:





“In the event of a Change of Control AND provided Optionee is terminated other than for
Cause or is terminated by a Constructive Termination and such termination or Constructive
Termination occurs within two (2) years of such change of control, all options and all
restricted shares granted prior to such change of control pursuant to the Manhattan
Associates, Inc. Stock Incentive Plan whether vested or non-vested shall vest as of the
date of the termination.”



Definitions:



Change of Control shall mean the happening of an event that shall be deemed to have occurred
upon the earliest to occur of the following events: (i) the date the stockholders of the
Company (or the Board, if stockholder action is not required) approve a plan or other
arrangement pursuant to which the Company will be dissolved or liquidated; (ii) the date the
stockholders of the Company (or the Board, if stockholder action is not required) approve a
definitive agreement to sell or otherwise dispose of all or substantially all of the assets of
the Company; or (iii) the date the stockholders of the Company (or the Board, if stockholder
action is not required) and the stockholders of the other constituent corporations (or their
respective boards of directors, if and to the extent that stockholder action is not required)
have approved a definitive agreement to merge or consolidate the Company with or into another
corporation, other than, in either case, a merger or consolidation of the Company in which
holders of shares of the Company’s voting capital stock immediately prior to the merger or
consolidation will have at least fifty percent (50%) of the ownership of voting capital stock
of the surviving corporation immediately after the merger or consolidation (on a fully diluted
basis), which voting capital stock is to be held by each such holder in the same or
substantially similar proportion (on a fully diluted basis) as such holder’s ownership of
voting capital stock of the Company immediately before the merger or consolidation.



Cause shall include but not be limited to an act or acts or an omission to act by the Optionee
involving (i) willful and continual failure to substantially perform his duties with the
Company (other than a failure resulting from the Optionee’s Disability) and such failure
continues after written notice to the Optionee providing a reasonable description of the basis
for the determination that the Optionee 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 Optionee 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 Optionee prior to such conduct.



Constructive Termination  For purposes of this Agreement, Constructive Termination shall mean a
situation after a Change of Control where the failure by the Company to provide the Optionee
with compensation and benefits substantially comparable, in the aggregate, to those provided
for under the employee benefit plans, programs and practices in effect immediately prior to the
Change of Control.



All other terms of the “Terms and Conditions for Stock Options” shall remain the same. This
provision is in addition to, and not in lieu of any provision in your employment agreement
relating to options. Please indicate your acceptance of this modification by signing below.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Optionee:	 	Company:	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	By:	 	 	 
	 

	 
	 	 	 	 	 
	 

	 	[Insert name of executive]
	 	 	 	Peter F. Sinisgalli	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	Date: