**EXHIBIT 10.63**

 
| **Notice  of Grant of Stock Option** | **MANUGISTICS  GROUP, INC.** |
|--------------------------------------|------------------------------|
| **and  Option Agreement**            | ID:  52-1469385              |
| (the  “Option Agreement”)  | 9715  KEY WEST AVENUE        |
|                                 | ROCKVILLE  MD 20850          |

 
| **Kevin C. Melia**      | **Grant Number:** | **00012043** |
|-------------------------|-------------------|--------------|
| **24 Grasshopper Lane** | **Plan:**         | **1998**     |
| **Acton, MA 01720**     | **ID:**           | **MELI**     |
| **United States**       | ** **        | ** **   |

 

Dear Kevin:

 

Effective April 7, 2005 you have been granted a Non-QualifiedStock Option (the “Stock Option”) under the Company’s Amended and Restated 1998Stock Option Plan (“Plan”) to buy 100,000 shares of Manugistics Group, Inc.(the “Company”) common stock at an exercise price of  $1.8000 per share, with an expiration date ofApril 7, 2015.    The total exerciseprice to acquire all of the shares granted is $180,000.

 

The shares will vest: **Quarterly over five yearson the 7th day of July, October, January and April, commencing July 7,2005.**

 

To the extent shares are vested, you may exercise the Stock Option inminimum increments of 50 shares or, if fewer, the total number of shares thenexercisable.  At the time of exercise,you are required to pay the exercise price and the applicable taxes by cash orcheck in U.S. dollars.

 

Upon a “*Change in Control*” of the Companyany unvested portions of the stock option award shall immediately vest.

 

A Change in Control for this purpose means the occurrence of any one ormore of the following events:

 

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

 

 (ii) a person, entity, orgroup acquires or attains ownership of more than 50% of the undiluted totalvoting power of the Company’s then-outstanding securities eligible to vote toelect members of the Board (“*Company Voting Securities*”);

 

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

 

The Board or the Compensation Committee will have the same authority todetermine the existence of a Change in Control under this definition as it hasunder the Plan.

 

If you leave the Board of Directors you shall forfeit the portion ofthe Stock Option that has not vested on the last day of your Board service;provided that if you are asked to resign from the Board, other than for Cause,or you are not nominated for election to an additional term on the Board, otherthan for Cause, no portion of the Stock Option shall be forfeited upontermination of your Board service; and provided further that if your Boardservice is terminated by your death, the executor or administrator of yourestate shall have the right to exercise within one year of your date of deathall or any part of the portion of the Stock Option that were vested on the dateof your death.  “Cause” shall be definedas a good faith determination by the Board that you, in or related to theperformance of your duties, have not acted in good faith and in a manner to bein or not opposed to the best interests of the Company

 

By your acceptance, you agreethat this Stock Option is granted under the Plan and is governed by this OptionAgreement and the terms and conditions of the Plan.  A copy of the Plan is incorporated by thisreference and can be found in your Grant Package. As stated in Section 5(c) ofthe Plan, any interpretations, decisions, or actions made by the Committeeadministering the Plan will be final, conclusive and binding.  The grant of this Stock Option shall notprevent the Company from terminating or modifying the conditions of yourposition at any time.

 

**Please sign one copy of this Option Agreement and return toManugistics, Inc, Stock Plan Administration, 9715 Key West Avenue, Rockville,MD 20850.  The other copy is for yourrecords**

 

 
| **Name**:        |   |   | **Date**: |   |
|------------------|--------|--------|-----------|--------|
| **Kevin  Melia** |   |

 

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