Vice President International Employment Agreement

EXHIBIT 10.36


EXECUTIVE EMPLOYMENT AGREEMENT


THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") by and between Manhattan Associates, Inc, a Georgia limited liability company ("Company"), and Jeffry Baum ("Executive") is hereby entered into and effective as of the 30th day of October, 2000 (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 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, International Operations and Managing Director - Europe 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, International Operations and Managing Director - Europe 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 and Chief Executive Officer or such other executive as may be designed by the Chief Executive Officer or the Board of Directors.


B. Executive shall have responsibility for International Sales, planning, strategy, marketing and business development ("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.


D. Executive may consider his employment terminated if his Duties or responsibilities are altered without his consent so as to diminish his Duties or responsibilities as set forth above.


2. Compensation.


A. Base Salary. During his employment hereunder, Company shall pay to Executive a base salary ("Base Salary") of $12,500.00 per month ($150,000.00 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 up to $200,000.00 per year, based on the criteria attached, EXHIBIT A, and subject to all standard employment deductions. Further, Executive shall be eligible to receive a performance-related bonus in accordance with the Amendment to Fiscal Year 2000 Bonus Plan; a copy of which is attached.


C. Stock Option. The Executive has received the option (the "Option") to purchase 240,000 shares of Company pursuant to the Manhattan Associates, Inc. Option Plan (the "Option Plan").


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 one vacation day for each complete calendar month worked and five additional vacation days shall be provided immediately.


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. Severance. In the event of a termination of employment other than a Termination based on gross negligence or willful misconduct, Executive shall receive a severance payment equal to twelve (12) months of Executive's then current base annual salary (determined as of the date of his termination) subject to all standard deductions, payable in


twelve (12) equal monthly installments, and you will receive COBRA payments for you and your 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, 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 ...