EX-10.4







Exhibit 10.4




SEVERANCE AND NON-COMPETITION AGREEMENT



This Separation and Non-Competition Agreement is made this 29 day of September 2008
by and between Manhattan Associates (“Company”) and David K. Dabbiere (“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 Senior Vice President,
Chief Legal Officer and Secretary 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 Twelve (12) months of
Executive’s then current base salary, subject to all standard deductions, payable in Twelve
(12) equal monthly payments from date of termination., including COBRA payments for
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 termination, other than a termination for cause, Executive shall have thirty
(30) in which to exercise his vested options.
	 
	 	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.	 	Change of Control. In the event of a Change of Control of the Company, as
defined below, and Executive is terminated other than for Cause or is terminated by a
Constructive Termination, all options, whether vested or non-vested shall vest as of the
date of the Change of Control in the event Executive is terminated. “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.




 









 






	 	5.	 	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 Executive 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.
	 
	 	6.	 	Non-Competition. Executive agrees that he will not work for any of the direct
competitors to Company listed in Schedule A for a period of Twelve (12) months from the
date of termination without written consent of
Employer. Further, Executive agrees that they will not recruit or hire, another Executive
of Employer for a period of Twelve (12) months from the date of termination or cause another
Executive of Employer to be hired by any competitor of Employer for a period of Twelve (12)
months from the date of termination.
	 
	 	7.	 	Effect of violations by Executive. Executive agrees and understands that any
action by him in violation of this Agreement shall void Employer’s payment to the Executive
of all severance monies and benefits provided for herein and shall require immediate
repayment by the Executive of the value of all consideration paid to Executive by Employer
pursuant to this Agreement, and shall further require Executive to pay all reasonable costs
and attorneys’ fees in defending any action Executive brings, plus any other damages to
which the Employer may be entitled.
	 
	 	8.	 	Severability. If any provision, or portion thereof, of this Agreement is held
invalid or unenforceable under applicable statute or rule of law, only that provision shall
be deemed omitted from this Agreement, and only to the extent to which it is held invalid
and the remainder of the Agreement shall remain in full force and effect.
	 
	 	9.	 	Opportunity for review. Executive understands that he shall have the right to
have twenty-one (21) days from the date of receipt of this Agreement to review this
document, and within seven (7) days of signing this NON-COMPETITION AGREEMENT, to revoke
this Agreement. Employer agrees and Executive understands that he does not waive any
rights or claims that may arise after the date this Agreement is executed. THE PARTIES
ACKNOWLEDGE THAT THEY HAVE HAD ACCESS TO INDEPENDENT LEGAL COUNSEL OF THEIR OWN CHOOSING IN
CONNECTION WITH ENTERING INTO THIS AGREEMENT, AND THE PARTIES HEREBY ACKNOWLEDGE THAT THEY
FULLY UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE FULLY BOUND BY
AND SUBJECT THERETO.




I have read this Agreement, I understand its contents, and I willingly, voluntarily, and knowingly
accept and agree to the terms and conditions of this Agreement. I acknowledge and represent that I
received a copy of this Agreement on 9/29, 2008.




EXECUTIVE:



	 	 	 	 	 	 	 
	/s/ David K. Dabbiere

	 	 	 	9/29/08
	 	 
	 

	 	 	 	 	 	 
	David K. Dabbiere

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	EMPLOYER:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Peter F. Sinisgalli

	 	 	 	September 29, 2008	 	 
	 

	 	 	 	 	 	 
	Peter F. Sinisgalli

	 	 	 	Date	 	 
	President and Chief Executive Officer