Exhibit 10.3


 


	
  Notice
  of Grant of Stock Option

  	
  MANUGISTICS
  GROUP, INC.

  
	
  and
  Option Agreement (Performance Based)

  	
  ID:
  52-1469385

  
	
  (the
  “Option Agreement”)

  	
  9715
  KEY WEST AVENUE

  
	
   

  	
  ROCKVILLE
  MD 20850

  



 


	
  [Name]

  	
  Grant
  Number:

  	
  [   ]

  
	
  [Address]

  	
  Plan:

  	
  1998

  
	
   

  	
  ID:

  	
  [   ]

  



 


Dear
[name]:


 


Effective  [date] 
you have been granted a Non-Qualified Stock Option (the “Stock Option”)
to buy [# ] shares of Manugistics Group, Inc. (the “Company”) common stock at
an exercise price of  $[  ] per share, with an expiration date of [date]
..    The total exercise price to acquire
all of the shares granted is $[  ].


 


The
shares will vest [VESTING SCHEDULE] beginning on [VEST START  DATE].





 


	
  Vesting Schedule:  [   ]%
  per year for [   ] years

  
	
   

  	
   

  	
   

  	
   

  
	
  Shares

  	
  Vesting
  Type

  	
  Vesting
  Date

  	
  Expiration

  
	
   

  	
   

  	
   

  	
   

  
	
  [details of installments]

  



 


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


 


If
there is a “Change
in Control”  and within one
year following such Change in Control, the Company terminates your employment
without Cause or you resign for “Good Reason,”
any unvested portions of the stock option award made herein will immediately
vest.


 


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.


 


Good
Reason for this
purpose means that you are assigned duties that are materially inconsistent
with, or substantially diminish, your then current status or responsibilities
without your consent.


 


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 to
terminate or be converted under its terms and under the authority of the Board
or the Compensation Committee, the 1998 Plan will control.


 


If
your employment with Manugistics is terminated (other than for death or
disability), the Stock Option will continue to vest and


 





















 


be
exercisable through the later of your termination date or any period during
which you are receiving severance payments, after which vesting shall
cease.  Thereafter, you may continue to
exercise the Stock Option to the extent your shares are vested for the thirty –
day period following the last date of vesting. 
If your employment terminates due to your  permanently disability, vesting shall cease
on the date you are determined to be permanently disabled and you shall have
one (1) year from that date to exercise your Stock Option to the extent your
shares are vested.  If you die while
employed by Manugistics, vesting shall cease on your date of death and your
beneficiaries or your estate have one (1) year from the date of death to
exercise the Stock Option to the extent your shares are vested.


 


By
your acceptance, you agree that this Stock Option is granted under the Plan and
is governed by this Option Agreement and the terms and conditions of the
Plan.  A copy of the Plan is incorporated
by this reference and can be found in the Company’s Employee Encyclopedia.  As stated in Section 5(c) of the Plan, any
interpretations, decisions, or actions made by the Committee administering the
Plan will be final, conclusive and binding. 
The grant of this Stock Option shall not prevent the Company from
terminating your employment or modifying the conditions of your employment at
any time.


 


Please
electronically accept this Option Agreement and print a copy for your records.


 


 


 


 


 


 


	
  Name: