Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, effective January 1, 2013, Mr. Eddie Capel became President and Chief Executive Officer of Manhattan Associates, Inc. (the "Company"). Mr. Capel had been serving as Executive Vice President and Chief Operating Officer of the Company since January 2011, and as President and Chief Operating Officer since July 2012.

On January 23, 2013, the Compensation Committee of the Board of Directors of the Company approved a revised compensation plan for Mr. Capel, commensurate with his increased responsibilities. Mr. Capel's annualized salary was increased to $475,000 and his targeted performance-based annual cash bonus was increased to 100% of salary. Mr. Capel was awarded a regular grant of 16,422 restricted stock units ("RSUs") vesting over a four-year period beginning on the first anniversary of the date of grant, and a special grant of 31,280 RSUs vesting over a five-year period beginning on the second anniversary of the date of grant. Half of the regular grant vests in amounts determined based on the Company's achievement of certain performance conditions, and additional RSUs may be earned for above-target performance.

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