Exhibit 10.4


 


	
   

  	
  o

  	
  Participant’s
  Copy

  
	
   

  	
  o

  	
  Company’s
  Copy

  



 


Manugistics Group, Inc.


Amended and Restated 1998 Stock Option Plan


Restricted Stock Agreement


 


To                     :


 


Manugistics
Group, Inc. (“Manugistics”) has granted you
(the “Grant”) under its Amended and
Restated 1998 Stock Option Plan (the “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 Plan.  This Agreement does not cover all of the
rules that apply to the Grant under the Plan, and the Plan defines any terms in
this Agreement that the Agreement does not define.


 


In addition to
the terms and restrictions in the 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. 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.

  
	
   

  	
   

  	
   

  
	
  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 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. If you make make an 83(b) election
  [applicable to employees taxed in the US only], (using Exhibit B to this
  Agreement or another comparable form) you will owe taxes at ordinary income
  tax rates as of the Date of Grant at the Shares’ value as shown on Exhibit A.
  You acknowledge that you may be electing thereby to pay taxes on a value in
  excess of any gain you may receive on Shares in the future and that you may
  be unable to deduct or otherwise recoup any potentially overpaid taxes, even if you forfeit those Shares.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you do
  not make an 83(b) election within 30 days of the Date of Grant, and pay taxes
  in accordance with that election, you will be taxable on the Shares as they
  become Vested at their future value at the Dates of Vesting [applicable to
  employees taxed in the US only].

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 provided for under
  the 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.

  
	
   

  	
   

  	
   

  
	
  Plan
  Governs

  	
   

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

  



 


	
   

  	
  MANUGISTICS
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Raghavan
  Rajaji

  	
   

  
	
   

  	
  Title:

  	
  Executive
  Vice President, CFO

  	
   

  
										



 





















 


Manugistics Group, Inc.


 


ACKNOWLEDGMENT


 


I acknowledge I received a copy of the
Plan.  I represent that I have read and
am familiar with the 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 Plan under which the Grant is
made, as the 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 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.


 





















 


Grant No.               


 


Manugistics Group, Inc.


Amended and Restated 1998 Stock Option Plan


Restricted Stock Agreement


 


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:

  	
   

  	
  This
  Grant is nonforfeitable (“Vested”)
  in three equal annual increments on the first, second and third anniversary
  dates of the date of grant. (each a “Date of Vesting”),
  assuming you remain employed (or, for members of the Board, cease to be both
  employed and a member of the Board) through those dates

  
	
   

  	
   

  	
   

  
	
  Change
  of Control

  	
   

  	
  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 and restricted
  stock 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
  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.

  
	
   

  	
   

  	
   

  
	
  Grant
  Expiration Rules:

  	
   

  	
  You will
  forfeit any unvested portions of this Grant immediately on the later of the
  date you cease to be employed (or, for members of the Board, cease to be both
  employed and a member of the Board) or the last date on which you are
  entitled to receive severance payments. Ceasing to be employed for this
  purpose includes death and termination as a result of disability.

  



 





















 


Exhibit B


Section 83(b) Election


 





















 


This statement is made under
Section 83(b) of the Internal Revenue Code of 1986, as amended, and Treasury
Regulation Section 1.83-2.


 


	
  (1)

  	
  The taxpayer
  who has performed or is performing the services is:

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Sec.
  No.

  
	
   

  	
   

  
	
  (2)

  	
  The property
  with respect to which the election is made is                           
  shares of common stock in Manugistics Group, Inc. under Manugistics’ Amended
  and Restated 1998 Stock Option Plan as amended.

  
	
   

  	
   

  
	
  (3)

  	
  The property
  was transferred on                              ,
         .

  
	
   

  	
   

  
	
  (4)

  	
  The taxable
  year for which the election is made is the calendar year       .

  
	
   

  	
   

  
	
  (5)

  	
  The property
  is subject to a risk of forfeiture under which the issuer has the right to
  reacquire the shares without payment if the taxpayer’s service with the
  issuer ends for any reason (absent the consent of the issuer’s board of
  directors or a committee of that board) before vesting. The issuer’s right to
  reacquire the shares lapses no later than on the              
  anniversary of the date of transfer.

  
	
   

  	
   

  
	
  (6)

  	
  The fair
  market value of such property at the time of transfer (determined without
  regard to any restriction other than a restriction that by its terms will
  never lapse) is $             per share.

  
	
   

  	
   

  
	
  (7)

  	
  The
  recipient is not providing separate consideration for the property.

  
	
   

  	
   

  
	
  (8)

  	
  A copy of
  this statement was furnished to Manugistics Group, Inc. for whom taxpayer
  rendered or will render the services underlying the transfer of such
  property.

  
	
   

  	
   

  
	
  (9)

  	
  This
  statement is executed on                             ,
         .

  



 


	
   

  	
   

  	
   

  
	
  Spouse (if any)

  	
   

  	
  Taxpayer

  



 


To be effective, this election
must be filed with the Internal Revenue Service Center with which the taxpayer
files his or her Federal income tax returns and with Manugistics and must be
filed for both destinations within 30 days after the date of purchase or
transfer.  This filing should be made by
registered or certified mail, return receipt requested.  The taxpayer must retain two copies of the
completed form for filing with his or her Federal and state tax returns for the
current tax year and an additional copy for his or her records.