Cto Employment Agreement

THIS EMPLOYMENT AGREEMENT is made


BETWEEN


(1) EXE TECHNOLOGIES (UK) PLC, a company registered in England and Wales with
registered number 2007831 and having its registered office at Ocean
House, The Ring, Bracknell Berkshire RG12 1AH (the "Company"), and


(2) Richard Morgan-Evans of [Ponds House, Ponds Farm, Shere, Surrey, U.K. GU
59JL (the "Executive").


NOW IT IS HEREBY AGREED


1. DEFINITIONS AND INTERPRETATIONS


1.1 In this Agreement unless the context otherwise requires or except as
otherwise expressly provided:


"Associated Company" means a Subsidiary Company (as defined by the
Companies Act 1985) and any other company which is for the time being a
holding company (as defined by the Companies Act 1985) of the Company or
another subsidiary of any such holding company.


"Board" means the board of directors from time to time of the Company or
a duly authorised committee thereof;


"Calendar Year" means 1 January to 31 December.


"Employment" means the employment of the Executive pursuant to this
Agreement or, as the context requires, its duration;


"Intellectual Property" means patents, utility models, registered
designs, registered trade and service marks, registered copyright,
improvements and modifications to any of the foregoing and the right to
apply for protection for


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such registered rights anywhere in the world; inventions, discoveries,
copyright, design right, unregistered trade and service marks, brand
names, secret or confidential information, know how or any other
intellectual property; and any similar or equivalent rights whether
registerable or not arising or granted under the law of any country or
state;


"Managing Director" means any person or persons jointly holding such
office of the Company from time to time and includes any person(s)
exercising substantially the functions of a managing director or chief
executive officer of the Company;


"Termination" means the date the Employment terminates howsoever that
comes about;


1.2 Interpretation


1.2.1 Reference to statutes and other legislation shall include statutory
instruments and regulations issued under the legislation and shall, where
the context requires, include all amendments, re-enactments and
consolidations thereof and the provision of any earlier statute or other
legislation of which the said reference is itself an amendment,
re-enactment or consolidation;


1.2.2 words denoting one gender include all genders, words denoting individuals
or persons include corporations and trusts and vice versa, words denoting
the singular include the plural and vice versa, and words denoting the
whole include a reference to any part thereof;


1.2.3 clause and paragraph headings are inserted for ease of reference only and
shall not affect construction;


1.2.4 reference to a Party means a party to this Agreement;


2 APPOINTMENT


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2.1 The Company appoints the Executive and the Executive agrees to serve the
Company as Managing Director of the Company with responsibility for
overall management of the organisation or in such other appointment as
the Company may from time to time direct (PROVIDED THAT such other
appointment shall not be of a lower status than the Executive's original
appointment under this Agreement.) The Executive accepts that the
Company may at its discretion require him to perform other duties or
tasks not within the scope of his normal duties and the Executive agrees
to perform those duties or undertake those tasks as if they were
specifically required under this Agreement. The Executive's duties may be
performed by him solely or jointly with whomsoever the Company may
appoint.


3. DURATION


3.1 The Employment shall commence on April 23, 1998. For the purposes of
determining his period of continuous employment, the Employment
commenced on April 23, 1998.


3.2 No employment of the Executive prior to EXE Technologies (UK) Plc shall
count as part of the Executive's period of continuous employment with the
Company.


4. DUTIES


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4.1 The Executive shall during the Employment


a) devote the whole of his time, attention and ability to the Company
and/or any Associated Company both during the normal business hours
and during such additional hours (without further remuneration) as
the Company deems necessary for the benefit of the business of the
Company;


b) undertake such duties as the Company specifies and which are
consistent with his position within the Company;


c) promptly whenever required so to do will give a full account to the
Board or any person duly authorised by the Board of all matters with
which he is entrusted;


d) whenever so required for the proper fulfilment of his duties work
without further remuneration in excess of the normal hours of work of
the Company which are from 9.00 a.m. to 5.00 p.m. from Monday to
Friday;


e) obey all lawful and reasonable directions of the Board; and


f) use his best endeavours to promote the interests of the Company and
its Associated Company(ies).


4.2 The Company reserves the right to assign the Executive, wholly or in part
and for such period as it determines, to any Group company and/or require
that the Executive be based at any place in the world;


4.3 The Company reserves the right to require the Executive to accept the
office of Director of any Group company without additional remuneration;


4.4 The Executive shall have no contractual right to hold the office of
director of the Company or any Group company and shall resign any such
directorship immediately if requested to do so by the Company, without
claim for compensation. The Executive hereby irrevocably authorises the
Company, should he fail to do so, to appoint a person in his name and on
his behalf to sign


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any documents and do any thing (or things) necessary or requisite to
give effect to such resignation.


4.5 The Company may at any time require that the Executive does not perform
any duties and/or does not attend the Company's premises during any
period of suspension or whilst the Executive is under notice of
termination of his employment provided that the Executive continues to be
paid the salary and benefits to which he is entitled under this
Agreement.


5 PLACE OF WORK


5.1 The Executive's normal place of work is the Company's premises at
Bracknell, Berkshire. The Company reserves the right to change the
Executive's normal place of work.


5.2 The Executive's duties will involve travel to customer's locations and he
may be required to travel to such locations as is necessary for the
proper performance of his duties.


NOTE: WHILST THIS CLAUSE RESERVES THE CONTRACTUAL RIGHT TO REQUIRE THE EXECUTIVE TO MOVE TO AN ALTERNATIVE LOCATION, THE COMPANY MUST NOT EXERCISE THIS RIGHT ARBITRARILY OR UNREASONABLY.


6 SHARE DEALING


The Executive shall comply where relevant with every rule of law, every
regulation of the London Stock Exchange Limited and every regulation of
the Company from time to time in force in relation to dealings in shares,
debentures or other securities of the Company or any Associated Company
and unpublished price sensitive information affecting the shares,
debentures, or other securities of any other company PROVIDED THAT in
relation to overseas dealings the


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Executive shall also comply with all laws of the state and all
regulations of the stock exchange, market and dealing system in which
such dealings take place.


7 REMUNERATION


7.1 The Company shall pay to the Executive during the Employment a basic
salary of L300,000 per annum which shall accrue on a daily basis. This
will be payable by equal monthly instalments in arrears, after deduction
of tax, Social Security contributions and agreed deductions in accordance
with the Company's procedures from time to time in force (currently
payment is made on the 25th day of each month)


7.2 The Executive's remuneration includes any fees to which he may be
entitled as a director of the Company.


7.3 The Executive's basic salary shall be reviewed by the President and Chief
Executive Officer annually on the anniversary of the start of the
Employment, and the rate of basic salary may be increased by the Company
with effect from that date by such amount, if any, as it shall think fit.


7.4 The Executive shall immediately on demand repay to the Company any monies
owed by the Executive to the Company and reimburse the Company for the
cost of repairing any damage to the Company's property caused by the
Executive. The Company is hereby irrevocably authorised to deduct any
such amount, or part thereof, from the Executive's salary or from any
money owed to the Executive by the Company on or after the termination of
the Executive's employment [and such deductions shall be without
prejudice to the Company's right to seek repayment by the Executive of
any part still outstanding thereafter].


8 EXPENSES


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The Company shall reimburse on a monthly basis to the Executive during
the Employment (subject to the Executive complying with such guidelines
or regulations issued by the Company from time to time in this respect
and the production of receipts or other evidence of actual payment) all
expenses properly and reasonably incurred by him in the proper
performance of his duties under this Agreement.


9 INSURANCE


9.1 The Executive shall be entitled to benefit from the following:-


a) Private medical cover, subject always to the rules of such scheme[s]
for the time being in force and subject to the Executive's health or
age not being such as to prevent cover being provided without
exceptional conditions or unusually high premiums being imposed or
levied. Full details of the current scheme are available on request
from the Personnel Department.


b) Critical illness cover, subject always to the rules of such scheme[s]
for the time being in force and subject to the Executive's health or
age not being such as to prevent cover being provided without
exceptional conditions or unusually high premiums being imposed or
levied. Cover is intended to provide benefits to the Executive in
the event of disability arising from critical illness rendering the
Executive incapable of working. Full details of the current scheme
are available on request from the Personnel Department.


9.2 The Company reserves the right at any time to terminate its participation
of the schemes or to substitute them for alternative schemes.


9.3 The Company reserves the right to terminate the Executive's employment at
any time whether or not he is in receipt of any of the benefits detailed
in this Clause 9.


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10 CAR


Subject to the Executive holding a current full driving licence, the
Company shall provide the Executive with a monthly car allowance of
L1,900. The allowance provides for the use of a private car and all
expenses incurred associated with the use of the car.


11 INCAPACITY AND SICKNESS PAY


11.1 During any period of absence on medical grounds, the Executive shall be
entitled to full pay during the first 10 weeks of absence from the
Employment in any calendar year, to half pay during the following 10
weeks of such absence in the same calendar year and, for any such
subsequent absence in the same calendar year, to such pay as the Board
may deem appropriate, provided that the Executive complies with the
Company's sickness reporting procedures in force from time to time.


11.2 The foregoing provisi ...