Exhibit 10.1


 


Confidential
Settlement Communication


Subject
to Rule 408 of the Federal Rules of Evidence


 


	
   

  	
  o Company’s Copy

  
	
   

  	
  o Coote’s Copy

  



 


PLEASE
READ THIS AGREEMENT CAREFULLY.


IT
CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS.


 


To Jeremy P. Coote:


 


This Agreement
establishes the terms under which Manugistics Group, Inc. and its subsidiaries
(“Manugistics”
or the “Company”)
and you ended your employment in the capacity of President of Manugistics and
President of the Company, effective as of the close of business on August 31,
2004 (the “Separation
Date”) and of your release of Manugistics and others described
below from any claims you might have against any of them related to your
employment and other matters described in the release (the “Release”).


 


	
  Resignation

  	
  As of the
  Separation Date you resigned as President of Manugistics Group, Inc. and of
  all its subsidiaries, and as a director of Manugistics Holding (Mauritius),
  Inc.

  
	
   

  	
   

  
	
  Payment

  	
  Contingent
  upon the lapse of the revocation period without your revoking the Release,
  the Company will pay to you, or to your estate in the event of your death, a
  total of 52 weeks’ salary  which will be paid out  over a 52 week period of time, except
  as such payment period may otherwise be shortened in accordance with the
  terms of this Agreement (the “Severance Period”), reduced by any federal or state
  withholding taxes or other required deductions normally deducted from your
  pay (and reduced for any stub pay periods at the beginning or end of the
  payments). You agree that, in the absence of this
  Agreement, your entitlement to this paymentwould be uncertain and that your benefits under this Agreement are
  more than adequate consideration for the Release. The parties have
  agreed to these payments in connection with your resignation to avoid any
  dispute regarding the terms and conditions of your departure. In addition,
  you will also receive any accrued vacation pay.

  
	
   

  	
   

  	
   

  
	
  Equity

  Compensation

  	
  All stock options which you hold will stop vesting on
  the date the Severance Period ends and all options which are vested on the
  date your Severance Period ends shall be exercisable for a period of thirty
  (30) days following such date, after which they shall terminate, provided
  that if such thirty (30) day period would commence during a Company imposed
  blackout period, then the Company shall extend the exercise period for a
  period of thirty (30) days following the cessation of such Company imposed
  blackout period. All options which are not vested on the date your severance
  period ends shall be forfeited.

  



 





















 


	
  Limitations on

  Other Benefits

  or Compensation

  	
  Except as otherwise set forth herein, you understand and agree that you
  will receive no other wage, accrued vacation, backpay, bonus, incentive or
  other compensation, severance, or other payments or benefits from Manugistics
  or affiliates of Manugistics (other than those set forth in this and the
  preceding paragraphs), or under Manugistics’ generally available plans (other
  than any qualified retirement plans). During the Severance Period, you also
  will be entitled to receive the Benefits (as defined in your Offer Letter
  from the Company dated June 19, 2003 (the “Offer Letter”) (to the extent
  permissible under the terms of the plan governing the Benefit) in accordance
  with Company policy for executives at your level as in effect from time to
  time, subject to whatever generally applicable amendments (or terminations)
  of such programs the Company makes during the Severance Period. Following the
  Severance Period, all Benefits will cease except that you will remain
  eligible for continued health coverage under Section 4980B of the
  Internal Revenue Code of 1986 at your own expense for the period, if any,
  required for such coverage.

  
	
   

  	
   

  
	
  Effect of

  Other

  Employment

  	
  You
  acknowledge and agree that if you become employed full time by another entity
  at any point after the Separation Date, all payments and benefits under this
  Agreement will cease as of the effective date of such employment. You agree
  that you will have received adequate consideration for this Agreement even if
  you receive no payments under the Payments
  section above because you had the opportunity to receive such payments

  
	
   

  	
   

  
	
  Parachute

  Payments

  	
  Payments
  under this Agreement shall be made without regard to whether the
  deductibility of such payments (or any other payments or benefits) would be
  limited or precluded by Section 280G of the Internal Revenue Code of 1986
  (the “Code”) and without regard to whether such payments would subject you 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
  your options) under this agreement, then the amounts payable under this
  agreement shall be reduced or eliminated as follows: (i) first, by the
  reduction or elimination of any cash payments or other benefits (other than
  the vesting of your options) and (ii) second, by the reduction or elimination
  of the vesting of your options that occurs as a result of such Change of
  Control (as provided in the Offer Letter), to the extent necessary to
  maximize the Total After-Tax Payments. The determination of whether and to
  what extent payments or vesting under this agreement are required to be
  reduced in accordance with the preceding sentence will be made by the
  Company’s independent, certified public accountant. In the event of any
  underpayment or overpayment under this agreement (as determined after the
  application of this paragraph), the amount of such underpayment or
  overpayment will be immediately paid to you or refunded by you, 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 Agreement, “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 you
  (whether made hereunder or otherwise), after reduction for all applicable
  federal taxes (including, without limitation, the tax described in Section
  4999 of the Code).

  



 





















 


	
  Release of Claims

  	
  You, for
  yourself and your heirs, executors, administrators, representatives, and
  assigns, as a free and voluntary act, release and discharge Manugistics and
  any related entities including parent, divisions, subsidiaries, or
  affiliates, and their present, former, and future employees, officers,
  directors, stockholders, counsel, and anyone acting or purporting to act on
  behalf of any of them, from any and all debts, obligations, demands, claims,
  judgments or causes of action of any kind whatsoever, whether now known or
  unknown, in tort, in contract, by statute, or any other basis for
  compensatory, punitive or other damages, expenses, reimbursements or costs of
  any kind relating to your employment by Manugistics  or any associated or affiliated company or the cessation of
  such employment relationship and all circumstances related thereto. This
  release and discharge includes, but is not limited to, any and all claims,
  demands, rights and/or causes of action, arising up to the date of this
  Release, including those that might arise out of allegations relating to any
  claimed breach of an alleged oral or written contract, or any purported employment
  discrimination or civil rights violations, or any alleged acts of slander,
  libel, or intentional infliction of emotional distress, and any claims to
  have been treated unfairly or in a manner contrary to articles or by-laws as
  a director or officer of any of the Manugistics entities. Manugistics  specifically disclaims any liability to,
  or for wrongful acts against, you or any other person on the part of itself,
  its shareholders, subsidiaries, affiliates, and successors and the directors,
  officers, employees and agents of each of them.

  
	
   

  	
   

  	
   

  
	
   

  	
  This Release
  includes but is not limited to a release of any rights or claims you may have
  under the Age Discrimination in Employment
  Act of 1967, as amended (“ADEA”),
  which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which
  prohibits discrimination in employment based on race, color, national origin,
  religion or sex; the Equal Pay Act,
  which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act of 1990,
  which prohibits discrimination against disabled persons; the Vocational Rehabilitation Act of 1973,
  which prohibits discrimination against handicapped persons; the Civil Rights Act of 1991, the Maryland
  Civil Rights Act, and any other federal, state, or local laws or regulations
  prohibiting employment discrimination; and any claim for reinstatement. This
  also includes your release of any claims for wrongful discharge, breach of
  contract (express or implied), breach of any covenant of good faith and fair
  dealing (express or implied), any claims that Manugistics  has dealt with you unfairly or has
  denied you any rights under its policies and procedures  or any other claims arising under common
  or civil law and relating to your employment or termination, and any claims
  under the Employee Retirement Income
  Security Act of 1974, which regulates employee benefit plans and
  also prohibits actions taken to discharge or discriminate against someone to
  prevent his exercising any right under an employee benefit plan or to
  interfere with his attainment of any such right.  It does not release claims under ADEA or on any other basis
  that arise after the date you sign this Release.

  
	
   

  	
   

  	
   

  
	
  Known and

  Unknown Claims

  	
  To implement
  a full and complete release and discharge, you expressly acknowledge that
  this Release is intended to include in its effect, without limitation, all
  claims you do not know or suspect to exist in your favor at the time 

  



 





















 


	
   

  	
  of execution
  of this Release. You agree that this Release contemplates the extinguishment
  of any such claim or claims.

  
	
   

  	
   

  
	
  Period for

  Consideration

  	
  You
  acknowledge that, as ADEA requires, you are being given a period of 21 days
  to review and consider the release of claims under ADEA contained in this
  Release before signing and you have been informed that you may use as much or
  as little of this period as you wish before signing. As ADEA also requires,
  you may revoke (that is, cancel) the release of ADEA claims in this Release
  before the release becomes effective as to ADEA. ADEA provides a seven day
  period for such revocation (the “Revocation Period”), which Manugistics  and you agree will start on the day you
  sign this Release. You would make this revocation by delivering a written
  notice of revocation to Timothy T. Smith, General Counsel, Manugistics, 9715
  Key West Avenue, Rockville, MD 20850. For this revocation to be effective,
  Mr. Smith must receive this notice no later than the close of business on
  seventh day following the day you sign this Release. If you revoke the
  release of claims under ADEA before that deadline, this Release will not be
  effective or enforceable as to those claims; however, Manugistics  will then not make the Payments outlined
  above.

  
	
   

  	
   

  
	
  Indemnification

  	
  Manugistics
  agrees that you are not releasing any claims you may have for indemnification
  under state or other law or the charter, articles, or by-laws of Manugistics
  and its affiliated companies, or under any insurance policy providing
  directors’ and officers’ coverage for any lawsuit or claim relating to the
  period when you were a director or officer of Manugistics or any affiliated
  company; provided, however, that (i) Manugistics’
  execution of this Agreement is not a concession or guaranty that you have any
  such rights to indemnification, (ii) that this Agreement does not create any
  additional rights to indemnification, and (iii) that Manugistics retains any
  defenses it may have to such indemnification or coverage.

  
	
   

  	
   

  
	
  No Reliance

  	
  You acknowledge and agree that, in deciding to execute this Agreement
  and the Release, (i) you have relied entirely upon your own judgment,
  (ii) you have been advised to and have had the opportunity to consult  with legal, financial, and other
  personal advisors of your choosing as you consider appropriate in assessing
  whether to execute this Agreement, and (iii) you have read and fully
  understood all the terms of this Agreement. Except as written
  into this Agreement, neither you nor Manugistics  is relying or has relied upon any statements,
  representations, warranties, or other promises, express or implied, oral or
  written, as to fact or as to law, made by the other party, or any other
  person, including, without limitation, any attorney or agent of either party,
  or upon any consideration of any form received or to be received by any party
  from any other person, including, without limitation, any attorney or agent
  of a party.

  
	
   

  	
   

  
	
  Settlement

  	
  The parties
  have reached this Agreement and Release to, among other things, settle any
  claims or potential claims relating to your employment or the termination of
  your employment that you have or may have against Manugistics and any related
  entities including parent, subsidiaries, successors, or affiliates, and their
  present, former and future employees, officers, trustees, partners,
  shareholders, counsel, and anyone acting or purporting to act on behalf of
  any of them. Neither this Agreement nor any other document or written or oral
  

  



 





















 


	
   

  	
  statement
  prepared or made in connection with this Agreement, nor any discussion of the
  matters referred to in this Agreement nor any payment under this Agreement,
  constitutes, or should be deemed to constitute, (a) an admission of law
  or fact or an admission of any liability or wrongdoing by you or Manugistics
  with respect to any claims, unasserted claims, or demands relating to or
  arising out of or in connection with any matter whatsoever (and Manugistics
  specifically denies  any such
  liability or wrongdoing) or (b) evidence of any matter whatsoever,
  except for the agreement expressly set forth in this Agreement.

  
	
   

  	
   

  
	
  Restrictive

  Covenants

  	
  You agree
  that during the course of your employment Manugistics, you were provided with
  Manugistics’ confidential and proprietary information, including, but not
  limited to, their customer and pricing information, proprietary business
  plans, technical or financial information and other trade secrets. You agree
  that you will treat all such information as confidential and proprietary and
  that you will not share, disclose or use any such information for any purpose
  other than in performing your duties with us.  Confidential
  information does not include: (a) information which is or becomes a part of
  the public domain through no act or omission by you; or (b) information that
  is known to you prior to your employment with Manugistics.

  
	
   

  	
   

  
	
   

  	
  You further
  agree that for twelve months from the date of this Agreement not to: (a)
  participate, without prior written consent from the Company’s Board of
  Directors and Manugistics or a person authorized thereby, in the management
  or control of, or act as a consultant for or employee of, any software or
  services company which is in direct competition in the Americas or in such
  other geographical regions for which you may have been assigned
  responsibilities during your employment with Manugistics, the Company, or any
  of their respective subsidiaries, divisions, or affiliates; (b) solicit the
  sale of any product or service, in competition with Manugistics, the Company,
  or any of their respective subsidiaries, divisions or affiliates, from any
  person who is, or was at any time during your employment, a client, customer,
  or prospective customer of Manugistics, the Company, or any of their
  respective subsidiaries, divisions or affiliates; or (c) induce or attempt to
  induce any employee or independent contractor of Manugistics, the Company, or
  any of their subsidiaries, divisions, or affiliates, to terminate his or her
  employment or consultant relationship in order to enter into competitive
  employment or a competitive consulting relationship.

  
	
   

  	
   

  
	
  No Disparaging

  Comments

  	
  Except as
  the law may require, you agree that you will not in any way, directly or
  indirectly, to any employee of Manugistics or to any other person (including
  but not limited to any communications with the press or other media), make
  any statement that could reasonably be interpreted to criticize or disparage
  the performance, competency, or ability of Manugistics or its affiliates as a
  provider of software or other products and services, or the officers,
  directors, employees, or agents of any of them at any time after the
  execution of this Agreement, nor will you do or say anything that likely
  would have the effect of disrupting or impairing Manugistics’ normal, ongoing
  business operations or harming Manugistics’ reputation with its associates,
  employees, clients, investors, suppliers, dealers, acquisition prospects, or
  the public. It will not be a violation of 

  



 





















 


	
   

  	
  this
  paragraph for you to make truthful statements, under oath, as required by law
  or formal legal process. This paragraph does not prohibit you from
  communicating any alleged misconduct to appropriate management personnel at
  Manugistics, to the audit committee of the Board, or to an appropriate
  governmental entity, or from cooperating with any of the foregoing in any investigation.
  By entering into this Agreement, you agree to make yourself available as
  reasonably requested by Manugistics or the Board’s audit committee in
  connection with any such investigation. Manugistics likewise agrees that it
  will not in any way directly or indirectly, to any person (including but not
  limited to any communications with the press or other media), make any
  statements that could reasonably be interpreted to criticize or disparage
  your performance, competency or ability, nor will Manugistics disrupt or
  impair your future job opportunities, or harm your professional reputation.
  Manugistics agrees that any statement that it makes to any person (including
  but not limited to any communications with the press or other media) with
  respect to you shall be consistent with the terms of this Agreement.

  
	
   

  	
   

  
	
  Client Contacts

  	
  Through the
  Severance Period, you agree that, if you are contacted by any current,
  former, or prospective clients of Manugistics with respect to its current or
  prospective business, you will refer the contacting person or entity to the
  CEO for reply or further communications, except as and to the extent that the
  CEO asks you to respond.

  
	
   

  	
   

  
	
  Return
  of Property

  	
  On or before the Separation Date, you agree to deliver
  to Manugistics any office equipment (including computers), keys, and other
  access devices, and any Confidential Information or other materials (written
  or otherwise) not available to the public or made available to the public in
  a manner you know or reasonably should recognize Manugistics did not
  authorize, and any copies, excerpts, summaries, compilations, records, or
  documents you made or that came into your possession during your employment. You agree that
  you will not retain copies, excerpts, summaries, or compilations of the
  foregoing information and materials. You will return any and all
  files (whether hard copies or in electronic form). You agree not to remove or
  retain any files, databases, or other records.

  
	
   

  	
   

  
	
  Entire Agreement

  	
  This
  Agreement is the entire agreement between (i) you and (ii) Manugistics and
  the other parties released by this Agreement, with respect to your
  employment, other than the Code of Conduct, Conditions of Employment, and the
  documents underlying your stock option grants. You hereby affirm your continuing
  obligations under the Code of Conduct and Conditions of Employment. Any other
  prior agreements, oral or written, between you and Manugistics and its
  affiliated companies are hereby terminated as of the Separation Date and
  shall have no further force or effect, other than the agreements listed in
  the preceding sentence.

  
	
   

  	
   

  
	
  Binding Effect

  	
  This
  Agreement binds any and all successors and assigns of Manugistics and your
  heirs and beneficiaries.

  
	
   

  	
   

  
	
  Withholding

  	
  All payments
  under this Agreement will be reduced by any federal or state withholding
  taxes or other required deductions.

  



 





















 


	
  Arbitration

  	
  Manugistics
  and you agree that the Arbitration provisions of the Offer Letter remain in
  place and will also govern any dispute regarding this Agreement.

  
	
   

  	
   

  
	
  Governing Law

  	
  The laws of
  the  State of Maryland (other
  than its conflict of laws provisions) govern this Agreement.

  
	
   

  	
   

  
	
  Effectiveness

  	
  This
  Agreement does not become effective until it has been executed and delivered
  by both Manugistics and you.

  



 


 


THIS IS A RELEASE — READ CAREFULLY BEFORE
SIGNING.


YOU SHOULD CONSULT WITH AN ATTORNEY.


 


You
acknowledge that you have read this Agreement, understand it, and are
voluntarily entering into it.


 


	
   

  	
   

  	
  Manugistics Group, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  October 18,
  2004

  	
  By:

  	
  /s/ Raghavan
  Rajaji

  	
   

  
	
  Date Signed

  	
  Name:

  	
  Raghavan
  Rajaji

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief

  
	
   

  	
   

  	
  Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signed: 

  	
  /s/Mark
  Goldstone

  	
   

  	
   

  
	
   

  	
  Date Signed:
  October 18, 2004

  	
   

  
	
   

  	
  Name: Mark
  Goldstone

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and
  agreed to:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  10/14/04

  	
  /s/Jeremy P.
  Coote

  	
   

  
	
  Date Signed

  	
  Jeremy P. Coote

  
	
   

  	
   

  
	
  Witness:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signed:

  	
  /s/
  Christopher S. Miller

  	
   

  	
   

  
	
   

  	
  Date Signed:
  October 14, 2004

  	
   

  
	
   

  	
  Name:
  Christopher S. Miller