Exhibit 10.1


 


	
  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:   Vests on the earlier of: (y) the Company
achieving adjusted earnings per share over any four consecutive fiscal quarters
of $.08, at which time 50% of the outstanding option shall vest, or adjusted
earnings per share over any four consecutive fiscal quarters of $0.12, at which
time 100% of the outstanding options shall vest or (z)  the seventh anniversary of the date of
grant.  Adjusted earnings per share shall
be calculated for this purpose in the same manner as for the Company’s public
disclosures.


 


	
  Shares

  	
  Expiration

  
	
   

  	
   

  
	
  [details]

  	
   

  



 


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
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.


 


	
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