EX-10.1






Exhibit 10.1




EXECUTIVE EMPLOYMENT AGREEMENT




     THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) by and between Manhattan Associates,
Inc, a Georgia limited liability company (“Company”), and Pervinder Johar (“Executive”) is hereby
entered into and effective as of the 30th day of March, 2006 (the “Effective Date”).



     WHEREAS, Company is engaged in the development, marketing, selling, implementation and
installation of computer software solutions specifically designed for the management of warehouse
and distribution centers and providing transportation management for consumer product
manufacturers, retailers and retail and grocery suppliers and distributors (the “Company
Business”);



     WHEREAS, Company desires to employ executive as Senior Vice President and Chief Technology
Officer ___ and Executive desires to accept said employment by Company; and



     WHEREAS, Company and Executive have agreed upon the terms and conditions of Executive’s
employment with Company and the parties desire to express the terms and conditions in this
Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, it
is hereby agreed as follows:



A G
R E E M E N T S :




     1. Employment and Duties.



          A. Company shall employ Executive as Senior Vice President and Chief Technology Officer in
accordance with the terms and conditions set forth in this Agreement. Executive hereby accepts
employment on the terms set forth herein. Executive shall report to the President or the Chief
Executive Officer (CEO) or such other executive as may be designed by the President, Chief
Executive Officer or the Board of Directors.




          B. Executive shall have responsibility for the long-range direction of software product
research and development and is accountable for global product development, research, quality
assurance and documentation functions (“Duties”) and as may otherwise be assigned to him from time
to time.




          C. Executive agrees that he shall at all times faithfully and to the best of his ability and
experience perform all of the duties that may be required of him pursuant to the terms of this
Agreement. Executive shall devote his full business time to the performance of his obligations
hereunder.




     2. Compensation.



          A. Base Salary. During his employment hereunder, Company shall pay to Executive a
base salary (“Base Salary”) of $20,416.67 per month ($245,000.00 annualized), subject to all
standard employment deductions, which amount may be increased annually at the discretion of the
Chief Executive Officer or Board of Directors.




          B. Performance-Related Bonus. Executive shall be eligible to receive a
performance-related bonus of $155,000.00 per year, based on the criteria attached, Exhibit A, and
subject to all standard employment deductions.




          C. Stock Option. The Executive has received the option (the “Option”) to purchase
146,259 shares of Company pursuant to the Manhattan Associates, Inc. Option Plan (the “Option
Plan”). The options will vest in accordance with the stock option certificate given for each
grant.




          D. Employee Benefits. Executive shall be entitled to participate in all employee
benefit plans, which Company provides for its employees at the executive level.




 









 








          E. Expenses. Executive shall be reimbursed for expenses reasonably incurred in the
performance of his duties hereunder in accordance with the policies of Company then in effect.




          F. Vacation. Executive shall accrue 1.25 vacation days for each complete calendar
month worked and 1.50 vacation days after three years employment per vacation policy. Upon
termination, payment, shall be made for up to 25 accrued vacation days.




          G. Relocation Package. Executive shall be entitled to the following relocation
benefits:





	 	•	 	Full cost of moving your household goods from Massachusetts to
Atlanta, GA by Manhattan Associates’ corporate relocation company, to
include insurance protection, up to 60 days temporary storage and up to
3 months temporary housing, if required.
	 
	 	•	 	Shipping of two autos from Massachusetts to Atlanta. One auto will
be shipped to arrive with household goods and the other will arrive
approximately two weeks thereafter.
	 
	 	•	 	Reimbursement of standard closing costs and real estate commissions
of up to 6% associated with the sale of your home in Massachusetts.
Home sale will occur through Manhattan Associates’ Buyer Value Option
(BVO) program to alleviate the need for gross ups.
	 
	 	•	 	Home finding services to include community and school research
provided by Manhattan Associates’ corporate relocation company
	 
	 	•	 	Reimbursement for standard closing costs and up to one discount
point, inclusive of the loan origination fee, for a competitive loan by
a large lending institution associated with the purchase of a home in
Atlanta for a mortgage value of up to $1,000,000.00. These
reimbursements will be grossed up for tax purposes.
	 
	 	•	 	All house hunting will be done in conjunction with prearranged
business trips to Atlanta. Airfare will be covered by Company for
spouse to accompany for three trips and airfare will be covered by
Company for children for two trip.





          Executive will repay these amounts to Company if Executive voluntarily terminates his
employment or is terminated for cause within one year of the Effective Date of this Agreement.




     3. Term. This Agreement is effective when signed by both parties. The parties agree
that Executive’s employment may be terminated at any time, for any reason or for no reason, for
cause or not for cause, with or without notice, by Company or Executive. Upon any such
termination, Executive shall return immediately to Company all documents and other property of
Company, together with all copies thereof, including all Work Product and Proprietary Information,
within Executive’s possession or control.



          For purposes of this Agreement, Work Product shall mean the data, materials, documentation,
computer programs, inventions (whether or not patentable), and all works of authorship, including
all worldwide rights therein under patent, copyright, trade secret, confidential information, or
other property right, created or developed in whole or in part by Executive while performing
services in furtherance of or related to the Company Business.




          For purposes of this Agreement, Proprietary Information means all Trade Secrets and
Confidential Information of Company.




          For purposes of this Agreement, Confidential Information shall mean Company Information in
whatever form, other than Trade Secrets, that is of value to its owner and is treated as
confidential.




 









 








     4. Ownership.



          (a) All Work Product will be considered work made for hire by Executive and owned by Company.
To the extent that any Work Product may not by operation of law be considered work made for hire or
if ownership of all rights therein will not vest exclusively in Company, Executive assigns to
Company, now or upon its creation without further consideration, the ownership of all such Work
Product. Company has the right to obtain and hold in its own name copyrights, patents,
registrations, and any other protection available in the Work Product. Executive agrees to perform
any acts as may be reasonably requested by Company to transfer, perfect, and defend Company’s
ownership of the Work Product.




          (b) To the extent any materials other than Work Product are contained in the materials
Executive delivers to Company or its Customers, Executive grants to Company an irrevocable,
nonexclusive, worldwide, royalty-free license to use and distribute (internally or externally) or
authorize others to use and distribute copies of, and prepare derivative works based upon, such
materials and derivative works thereof. Executive agrees that during his or her employment, any
money or other remuneration received by Executive for services rendered to a Customer belong to
Company.




          For purposes of this Agreement, Customers shall mean any current customer or prospective
customer of Company.




     5. Trade Secrets and Confidential Information.



          (a) Company may disclose to Executive certain Proprietary Information. Executive agrees that
the Proprietary Information is the exclusive property of Company (or a third party providing such
information to Company) and Company (or such third party) owns all worldwide copyrights, trade
secret rights, confidential information rights, and all other property rights therein.




          (b) Company’s disclosure of the Proprietary Information to Executive does not confer upon
Executive any license, interest or rights in or to the Proprietary Information. Except in the
performance of services for Company, Executive will hold in confidence and will not, without
Company’s prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile,
disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary
Information communicated or made available by Company to or received by Executive. Executive
agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the
Proprietary Information.




          (c) Executive’s obligations under this Agreement with regard to (i) Trade Secrets shall remain
in effect for as long as such information remains a trade secret under applicable law, and (ii)
Confidential Information shall remain in effect during Executive’s employment with Company and for
three years thereafter. These obligations will not apply to the extent that Executive establishes
that the information communicated (1) was already known to Executive, without an obligation to keep
it confidential at the time of its receipt from Company; (2) was received by Executive in good
faith from a third party lawfully in possession thereof and having no obligation to keep such
information confidential; or (3) was publicly known at the time of its receipt by Executive or has
become publicly known other than by a breach of this Agreement or other action by Executive.




     6. Non-Solicitation.



          A. Customers. The relationships made or enhanced during Executive’s employment with
Company belong to Company. During Executive’s employment and the one year period beginning
immediately upon the termination of Executive’s employment with Company for any reason (the “One
Year Limitation Period”), Executive will not, without Company’s prior written consent, contact,
solicit or attempt to solicit, on his own or another’s behalf, any Customer with whom Executive had
contact in the one year prior to the end of Executive’s employment with Company for any reason (the
“One Year Restrictive Period”) with a view of offering, selling or licensing any program, product
or service that is competitive with the Company Business.




          B. Employees/Independent Contractors. During Executive’s employment and the One Year
Limitation Period, Executive will not, without Company’s prior written consent, call upon, solicit,
recruit, or assist others in calling upon, soliciting or recruiting any person who is or was
an employee of Company during the One Year Restrictive Period.




 









 








     7. Acknowledgements. The parties hereto agree that: (i) the restrictions contained
in this Agreement are fair and reasonable in that they are reasonably required for the protection
of Company; (ii) by having access to information concerning employees and customers of Company,
Executive shall obtain a competitive advantage as to such parties; (iii) the covenants and
agreements of Executive contained in this Agreement are reasonably necessary to protect the
interests of Company in whose favor said covenants and agreements are imposed in light of the
nature of Company’s business and the involvement of Executive in such business; (iv) the
restrictions imposed by this Agreement are not greater than are necessary for the protection of
Company in light of the substantial harm that Company will suffer should Executive breach any of
the provisions of said covenants or agreements and (v) the covenants and agreements of Executive
contained in this Agreement form material consideration for this Agreement.



     8. Remedy for Breach. Executive agrees that the remedies at law of Company for any
actual or threatened breach by Executive of the covenants contained in Section 4 through 7 of this
Agreement would be inadequate and that Company shall be entitled to specific performance of the
covenants in such paragraphs or injunctive relief against activities in violation of such
paragraphs, or both, by temporary or permanent injunction or other appropriate judicial remedy,
writ or order, in addition to any damages and legal expenses (including attorney’s fees) which
Company may be legally entitled to recover. Executive acknowledges and agrees that the covenants
contained in Sections 4 through 7 of this Agreement shall be construed as agreements independent of
any other provision of this or any other agreement between the parties hereto, and that the
existence of any claim or cause of action by Executive against Company, whether predicated upon
this or any other agreement, shall not constitute a defense to the enforcement by Company of said
covenants.



     9. No Prior Agreements. Executive hereby represents and warrants to Company that the
execution of this Agreement by Executive and Executive’s employment by Company and the performance
of Executive’s duties hereunder shall not violate or be a breach of any agreement with a former
employer, client or any other person or entity.



     10. Assignment; Binding Effect. Executive understands that Executive has been
selected for employment by Company on the basis of Executive’s personal qualifications, experience
and skills. Executive agrees, therefore, that Executive cannot assign all or any portion of
Executive’s performance under this Agreement. Subject to the preceding two (2) sentences and the
express provisions of Section 13. below, this Agreement shall be binding upon, inure to the benefit
of and be enforceable by the parties hereto and their respective heirs, legal representatives,
successors and assigns. The rights and obligations of Company hereunder shall be available to a
successor in interest of Company, including a successor established for the purpose of converting
Company to a corporation.



     11. Complete Agreement. This Agreement is not a promise of future employment.
Executive has no oral representations, understandings or agreements with Company or any of its
officers, directors or representatives covering the same subject matter as this Agreement. This
Agreement hereby supersedes any other employment agreements or understandings, written or oral,
between Company and Executive. This written Agreement is the final, complete and exclusive
statement and expression of the agreement between Company and Executive and of all the terms of
this Agreement, and it cannot be varied, contradicted or supplemented by evidence of any prior or
contemporaneous oral or written agreements. This written Agreement may not be later modified,
except by a further writing signed by a duly authorized officer of Company and Executive, and no
term of this Agreement may be waived except by writing signed by the party waiving the benefit of
such term.



     12. Notice. Whenever any notice is required hereunder, it shall be given in writing
addressed as follows:



	 	 	 	 	 	 	 
	 

	 	To Company:
	 	Manhattan Associates, Inc
	 	 
	 

	 	 	 	2300 Windy Ridge Pkwy	 	 
	 

	 	 	 	7th Floor	 	 
	 

	 	 	 	Atlanta, Georgia 30339	 	 
	 

	 	 	 	Attention: President	 	 






 









 






	 	 	 	 	 	 	 
	 

	 	To Executive:
	 	current address on file	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





     Notice shall be deemed given and effective three (3) days after the deposit in the U.S. mail
of a writing addressed as above and sent first class mail, certified, return receipt requested, or
when actually received. Either party may change the address for notice by notifying the other
party of such change in accordance with this Section 12.



     13. Severability; Headings. If any portion of this Agreement is held invalid or
inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far
as is reasonable and possible, effect shall be given to the intent manifested by the portion held
invalid or inoperative. The Section headings herein are for reference purposes only and are not
intended in any way to describe, interpret, define or limit the extent or intent of the Agreement
or of any part hereof.



     14. Counterparts. This Agreement may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall constitute,
but one and the same instrument.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	Manhattan Associates, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Peter F. Sinisgalli	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Peter F. SInisgalli	 	 
	 

	 	Title:
	 	 President and CEO	 	 
	 

	 	Date:
	 	3/30/06	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Pervinder Johar	 	 
	 	 	 	 	 
	 	 	Name: Pervinder Johar	 	 
	 	 	Date: 3/31/06