Exhibit 10.1


 




	
  o

  	
  Company’s Copy

  
	
   

  	
   

  
	
  o

  	
  Your Copy

  






 


Manugistics Group, Inc.


Amended and Restated 1998 Stock Option Plan


Restricted Stock Bonus Agreement


Supplemental Retention Program


 


To:


 


Manugistics Group, Inc. (“Manugistics”) has
granted you (the “Grant”)
under its Amended and Restated 1998 Stock Option Plan (the “1998 Plan”) the number of shares of
Manugistics common stock (the “Shares”) set forth on Exhibit A to this Agreement,
subject to certain restrictions specified below in Restrictions and Forfeiture. 
(While subject to the restrictions, this Agreement refers to the Shares
as “Restricted Stock.”)


 


The Grant is subject in all
respects to the applicable provisions of the 1998 Plan, as amended.  This Agreement does not cover all of the
rules that apply to the Grant under the 1998 Plan, and the 1998 Plan defines
any terms in this Agreement that the Agreement does not define.


 


In addition to the terms and
restrictions in the 1998 Plan, the following terms and restrictions apply to
the Grant:


 


	
  Payment

  	
   

  	
  You are paying Manugistics
  the par value for the Restricted Stock as of the Date of Grant.

  
	
   

  	
   

  	
   

  
	
  Restrictions

  and

  Forfeiture

  	
   

  	
  You may not sell, assign,
  pledge, encumber, or otherwise transfer any interest (“Transfer”) in a
  share of Restricted Stock until the share is vested. Any attempted Transfer
  that precedes the Date of Vesting (as set forth in Exhibit A) is invalid.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unless the Administrator
  (generally the Compensation Committee of the Board of Directors) determines
  otherwise at any time or Exhibit A provides otherwise, if your service with Manugistics (and its
  subsidiaries) ends for any reason before all of your shares of Restricted
  Stock are Vested, then you will forfeit your unvested shares to the extent
  that they do not otherwise vest as a result of the termination of your
  employment. The forfeited shares of Restricted Stock will then immediately
  revert to Manugistics. You will receive no payment for Shares that you
  forfeit.

  
	
   

  	
   

  	
   

  
	
  Vesting

  Schedule

  	
   

  	
  Assuming you remain an
  employee of (or director of) Manugistics, its subsidiaries, or its
  affiliates, all restrictions under Restrictions
  and Forfeiture will lapse
  on the Restricted Stock as set forth on Exhibit A and they will become
  “Vested,” and you will be able, subject to normal securities limitations, to
  sell the Shares.

  
	
   

  	
   

  	
   

  
	
  Possession

  	
   

  	
  While unvested, the
  Restricted Stock will be held by an agent or service provider designated by
  Manugistics. After Vesting, Manugistics will direct the transfer of Shares to
  you using share certificates or other indicia of ownership.

  



 


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  Additional

  Conditions

  to Receipt

  	
   

  	
  Manugistics
  may postpone issuing and delivering any Shares for so long as Manugistics
  determines to be advisable to satisfy the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  its
  completing or amending any securities registration or qualification of the
  Shares or its or your
  satisfying any exemption from registration under any Federal or state law,
  rule, or regulation;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  its
  receiving proof it considers satisfactory that a person seeking to receive
  the Shares after your death is entitled to do so;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  your
  complying with any requests for representations under the 1998 Plan; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  your
  complying with any federal, state, or local tax withholding obligations.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Taxes and

  Withholding

  	
   

  	
  Receipt of the Grant has
  tax consequences for you. You will be taxable on the Shares as they become
  Vested at their future value at the Date of Vesting in accordance with
  applicable law.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You must arrange for
  payment of the withholding taxes and/or confirm that Manugistics is arranging
  for appropriate withholding.

  
	
   

  	
   

  	
   

  
	
  Additional

  Representations

  from You

  	
   

  	
  If you receive Restricted
  Stock at a time when Manugistics does not have a current registration statement (generally on
  Form S-8) under the Act that covers issuances of shares to you, you must
  comply with the following before Manugistics will release the Shares to you.
  You must —

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  represent
  to Manugistics, in a manner satisfactory to Manugistics’ counsel, that you
  are acquiring the Shares for your own account and not with a view to
  reselling or distributing the Shares; and agree that you will not sell,
  transfer, or otherwise dispose of the Shares unless:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a
  registration statement under the Securities Act of 1933 (the “Act”) is effective
  at the time of disposition with respect to the Shares you propose to sell,
  transfer, or otherwise dispose of; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Manugistics has
  received an opinion of counsel or other information and representations it
  considers satisfactory to the effect that, because of Rule 144 under the Act
  or otherwise, no registration under the Act is required.

  
	
   

  	
   

  	
   

  
	
  Additional

  Restriction

  	
   

  	
  You will not receive the
  Shares if issuing the Shares would violate any applicable federal or state
  securities laws or other laws or regulations.

  
	
   

  	
   

  	
   

  
	
  No Effect
  on

  Employment

  or Other

  Relationship

  	
   

  	
  Nothing in this Agreement
  restricts Manugistics’ rights or those of any of its affiliates to terminate
  your employment or other relationship at any time, with or without cause. The
  termination of employment or other relationship, whether by Manugistics or
  any of its affiliates or otherwise, and regardless of the reason for such
  termination, has the consequences 

  



 


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  provided for under the
  1998 Plan and any applicable employment or severance agreement or plan.

  
	
   

  	
   

  	
   

  
	
  Governing
  Law

  	
   

  	
  The laws of the State of
  Delaware will govern all matters relating to this Agreement, without regard
  to the principles of conflict of laws.

  
	
   

  	
   

  	
   

  
	
  Notices

  	
   

  	
  Any notice you give to
  Manugistics must follow the procedures then in effect. If no other procedures
  apply, you must send your notice in writing by hand or by mail to the office
  of Manugistics’ Secretary (or to Manugistics’ Chief Financial Officer if you
  are then serving as Secretary). If mailed, you should address it to
  Manugistics’ Secretary (or the Manugistics’ Chief Financial Officer) at
  Manugistics’ then corporate headquarters, unless Manugistics directs
  participants to send notices to another corporate department or to a third
  party administrator or specifies another method of transmitting notice.
  Manugistics and the Administrator will address any notices to you at your
  office or home address as reflected on Manugistics’ personnel or other
  business records. You and Manugistics may change the address for notice by
  like notice to the other, and Manugistics can also change the address for
  notice by general announcements to participants.

  
	
   

  	
   

  	
   

  
	
  Legends

  	
   

  	
  Manugistics
  will endorse on all certificates (if any) representing any Shares of
  Manugistics subject to the provisions of this Agreement legends in
  substantially the following forms (in addition to any other legend that other
  agreements among the parties may require):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “THE
  SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
  UPON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE
  REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
  CORPORATION.”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Additional
  legends may be placed on the Shares to comply with applicable blue sky laws
  and/or if the parties agree that certain additional legends must be placed on
  the certificates.

  
	
   

  	
   

  	
   

  
	
  1998 Plan
  Governs

  	
   

  	
  Wherever a conflict may
  arise between the terms of this Agreement and the terms of the 1998 Plan, the
  terms of the 1998 Plan will control.

  



 


 


	
   

  	
  MANUGISTICS
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  By:

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


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Manugistics Group, Inc.


 


ACKNOWLEDGMENT


 


I acknowledge I received a copy of the 1998 Plan.  I represent that I have read and am familiar
with the 1998 Plan’s terms.  By signing
where indicated on Exhibit A, I accept each Grant subject to all of the terms
and provisions of this Agreement and of the 1998 Plan under which the Grant is
made, as the 1998 Plan may be amended in accordance with its terms.  I agree to accept as binding, conclusive, and
final all decisions or interpretations of the Administrator concerning any
questions arising under the 1998 Plan with respect to each Grant.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


No one may sell, transfer, or
distribute the securities covered by the Grant without an effective
registration statement relating thereto or a satisfactory opinion of counsel
satisfactory to Manugistics or other information and representations
satisfactory to Manugistics that such registration is not required.


 


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Grant No.


 


Manugistics Group, Inc.


Amended and Restated 1998 Stock Option Plan


Restricted Stock Bonus Agreement


Supplemental Retention Program


Exhibit
A


 


	
  Recipient Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  S.S.N.:

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Information:

  
	
   

  	
   

  	
   

  
	
  Restricted Shares:

  
	
   

  	
   

  	
   

  
	
  Date of Grant:

  
	
   

  	
   

  	
   

  
	
  Total Value of Shares at
  Date of Grant:

  
	
   

  	
   

  	
   

  
	
  Par Value Payment:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
  Subject
  to the requirement that you be employed by Manugistics Group, Inc. and its
  subsidiaries (the “Company”) (or be a member of the Board of Directors of the
  Company (the “Board”)
  immediately before the relevant event, this Grant will be fully nonforfeitable
  (“Vested”)
  as of the earliest of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)            November 1, 2006 (the first
  anniversary of the date of grant);

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)           the date of a “Change in Control” (as defined in
  Exhibit B); or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)          the date of your resignation
  for “Good Reason” or the
  Company’s involuntary termination of your employment other than for “Cause” (both as defined in Exhibit
  B) (each of (i), (ii) and (iii) above constituting a “Date of Vesting”).

  
	
   

  	
   

  	
   

  
	
  Grant Expiration Rules:

  	
   

  	
  Except as provided above,
  you will forfeit any unvested portions of this Grant immediately on the later
  of the date you cease to be employed (or, if later, a member of the Board) or
  cease to be entitled to severance payments. Ceasing to be employed for this
  purpose includes death and termination as a result of disability.

  
	
   

  	
   

  	
   

  
	
  Parachute
  Treatment:

  	
   

  	
  If the vesting of this
  Grant would subject you to the federal excise tax on “excess parachute
  payments” under Section 4999 of the Internal Revenue Code of 1986, as
  amended (the “Code”),
  then the vesting will be treated as provided under Exhibit C.

  
						



 


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Exhibit B


Definitions


 


A “Change
in Control” for this purpose means the occurrence of any
one or more of the following events:


 


(i) sale of all or
substantially all of the assets of the Company to one or more individuals,
entities, or groups acting together;


 


(ii) complete or
substantially complete dissolution or liquidation of the Company;


 


(iii) a person, entity, or
group acquires or attains ownership of more
than 50% of the undiluted total
voting power of the Company’s then-outstanding securities eligible to vote to
elect members of the Board (“Company Voting Securities”);


 


(iv) completion of a merger,
consolidation, or reorganization of the Company with or into any other entity unless the holders
of the Company Voting Securities outstanding immediately before such
completion, together with any trustee or other fiduciary holding securities
under a Company benefit plan, retain control because they hold securities that
represent immediately after such merger or consolidation at least 50% of the combined voting power of the then outstanding voting
securities of either the Company or the other surviving entity or its ultimate
parent;


 


(v) the individuals who
constitute the Board immediately before a proxy contest cease to constitute at
least a majority of the Board (excluding any Board seat that is vacant or
otherwise unoccupied) immediately following the proxy contest; or


 


(vi) during any two year period, the individuals who constitute the
Board at the beginning of the period (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board (excluding
any Board seat that is vacant or otherwise unoccupied), provided that any
individuals that a majority of Incumbent Directors approve for service on the
Board are treated as Incumbent Directors.


 


The Board or the Compensation Committee will have the same authority to
determine the existence of a Change in Control under this definition as it has
under the 1998 Plan.  In addition, if the
1998 Plan would cause a grant of options or stock to terminate or be converted
under its terms and under the authority of the Board or the Compensation
Committee, the 1998 Plan will control.


 


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“Cause” means the individual:


 


(i) commits a material
breach of his or her obligations or agreements with respect to the Company;


 


(ii) commits an act of
fraud, material dishonesty, or gross negligence with respect to the Company or
otherwise act with willful disregard for the Company’s best interests;


 


(iii) fails or refuses to
perform any duties delegated to him or her that are consistent with the duties
of similarly-situated executives or are otherwise required;


 


(iv) seizes a corporate
opportunity for himself or herself instead of offering such opportunity to the
Company if it is within the scope of the Company’s or its subsidiaries’ or
parent’s business; or


 


(v) is convicted of or
pleads guilty or no contest to a felony (or to a felony charge reduced to
misdemeanor), or, with respect to his or her employment, to any misdemeanor
(other than a traffic violation) or, with respect to his or her employment,
knowingly violates any federal or state securities or tax laws.


 


 


“Good Reason” means:


 


(i) the Company reduces the
individual’s base salary without his or her consent; or


 


(ii) the Company assigns the
individual duties materially inconsistent with, or substantially diminishes,
his or her status or responsibilities without his or her consent.


 


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Exhibit C


 


Parachute
Tax Treatment


 


The Company will vest this
Grant without regard to whether the deductibility of compensation under such
vesting (or any other payments or benefits) would be limited or precluded by
Section 280G of the Code and without regard to whether such payments would
subject the participants to the federal excise tax levied on certain “excess
parachute payments” under Section 4999 of the Code; provided, however,
that if the Total After-Tax Payments (as defined below) would be increased by
the reduction or elimination of any payment and/or other benefit (including the
vesting of options and Restricted Stock) under the Supplemental Retention
Program, then the amount provided under this Grant (and other amounts received
under the Supplemental Retention Program) will be reduced or eliminated as
follows: (i) first, by reducing or eliminating any cash payments or other
benefits (other than the vesting of the options and Restricted Stock) and (ii)
second, by reducing or eliminating the vesting of the options and Restricted
Stock that occurs as a result of a Change in Control (as provided above), to
the extent necessary to maximize the Total After-Tax Payments. The Company’s
independent, certified public accounting firm will determine whether and to
what extent payments or vesting under the Supplemental Retention Program are
required to be reduced in accordance with the preceding sentence. If there is
an underpayment or overpayment under the Supplemental Retention Program (as
determined after the application of this paragraph), the amount of such
underpayment or overpayment will be immediately paid to the applicable
participant or refunded by him or her, as the case may be, with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code. For
purposes of this Program, “Total
After-Tax Payments” means the total of all “parachute payments”
(as that term is defined in Section 280G(b)(2) of the Code) made to or for the
benefit of a participant (whether made under the Agreement or otherwise), after
reduction for all applicable federal taxes (including, without limitation, the
tax described in Section 4999 of the Code).


 


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