Exhibit 10.1


 


November 4, 2005


 


Mr. Raghavan
Rajaji


10404 Shepherds
Crook Court


Potomac, MD 20854


 


Dear Raj,


 


You have notified
Manugistics Group, Inc. of your request to resign your officer duties as
Executive Vice President, Treasurer and Chief Financial Officer and all other
officer or director positions within the Company (as hereinafter defined), and
cease to be a full-time employee of Manugistics Group, Inc. and its
subsidiaries (collectively, the “Company”); the Board of Directors has agreed
to your request. You acknowledge that your request to move to part-time status
and to relinquish your officer duties is a voluntary act on your part.


 


As of the close of
business on November 4, 2005 (the “Resignation Date”), your employment status
shall change to part-time employee. You shall be a part-time employee until
March 5, 2006 (the “Separation Date”), on which date you will cease being an
employee of the Company.


 


Your title during
your part-time employee status shall be Financial Consultant for the Company.
You will continue to report to the Chief Executive Officer of the Company. You
agree to continue to provide certain key services of the same type currently
provided by you with respect to certain ongoing matters for not less than four
hours per week. The Company will identify the specific activities to be
performed.


 


From November 5,
2005 until your Separation Date, your compensation shall be based upon an
hourly rate of one hundred dollars ($100). You will be paid in arrears in
accordance with standard payroll practices of the Company as in effect from
time to time and subject to the Company’s customary timekeeping rules. The
Company shall not provide you with any accrued vacation and life insurance
benefits, nor shall it pay the premiums for any other coverage. You will,
however, 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. You shall not be entitled to any bonus or other incentive
compensation for any periods commencing after your Resignation Date. You
acknowledge that the Company has provided you with a summary of benefits that
you will remain entitled to during your tenure as a part-time employee with the
Company.


 


Initial here (Rajaji)
          Initial here
(Manugistics)       


 


1





















 


The Compensation
Committee of the Board has agreed that, provided you have signed the Release of
Claims attached as Exhibit B hereto, any unvested restricted stock that you
hold under the Amended and Restated 1998 Stock Option Plan (the “1998 Plan”)
will be 100% vested upon the earliest to occur of (i) March 5, 2006 (assuming
you remain employed); (ii) your resignation for “Good Reason” or the Company’s
involuntary termination of your employment without “Cause”; or (iii) a “Change
in Control” of the Company (such terms as defined in Exhibit B hereto). Any
stock options granted under the 1998 Plan will continue to vest through your
Separation Date and be exercisable in accordance with the terms of your
original grant agreement and the 1998 Plan. If, before fully vesting in the
restricted stock or any stock options, you cease to be an employee of the
Company before your Separation Date, for a reason other than resignation for
Good Reason or termination without Cause (or death or disability), you will not
receive any additional vesting on the restricted stock or any stock options
beyond the date your employment ceases.


 


This agreement is
the entire agreement between (i) you and (ii) the Company and the other parties
released by this agreement, with respect to your employment, other than (i) the
Code of Conduct, (ii) the original restricted stock agreement dated November
16, 2004 (including exhibits thereto) regarding Grant No. RS000072 (as amended
hereby); (iii) the original restricted stock bonus agreement dated October 2003
(including exhibits thereto) regarding Grant No. RS000008 (as amended hereby);
and (iv) the original grant agreements underlying your stock option
grants.  Any other prior agreements, oral
or written, between you and the Company are hereby terminated as of the
Resignation Date and shall have no further force or effect, other than the
agreements listed in the preceding sentence.


 


You agree that during your tenure as a part-time employee and for one
year after your Separation Date, you will not, directly or indirectly, (a)
solicit the employment of or employ, for yourself or for any other person or
business, any Company employee or any person who was a Company employee at any
time during the one year period preceding the Separation Date, or (b) solicit
or attempt to solicit business from, provide services to (in competition with
the Company), or secure employment with any person or entity that was a
customer of the Company during your employment with the Company, or any person
or business to whom the Company had proposed future work within one year before
the Separation Date.  As a further
protection that the Company’s trade secrets and other confidential information
will not be disclosed to its competitors, you agree that you will not accept
employment, as either an employee or consultant, with any competitor of the
Company within 12 months following the Separation Date.  Nothing in this paragraph is to be
interpreted as restraining your freedom to provide services to such customer,
business, or person as a bona fide employee so long as the Company agrees in
writing that such employment does not utilize knowledge or information you
acquired during your tenure with the Company. 
If this provision were found to be unenforceable, the court so deciding
may reduce the time periods provided for in this paragraph to allow this
provision to be enforced.


 


Initial here (Rajaji)
          Initial here (Manugistics)
      


 


2





















 


Effective as of
the close of business on your Resignation Date, you agree that you are
resigning from all offices and directorships that you hold with the Company.
You further agree to execute and deliver any documentation required to make
effective those resignations, as requested by the Company. We wish you the best
of luck in your future endeavors and thank you for your many years of dedicated
service to Manugistics.


 


Sincerely,


 


	
  /s/ Timothy T. Smith

  	
   

  



 


 


Timothy T. Smith


Senior Vice
President and General Counsel


 


 


Accepted and agreed to:


 


	
  11/4/2005

  	
   

  	
  /s/ Raghavan Rajaji

  	
   

  
	
  Date Signed

  	
   

  	
  Raghavan Rajaji

  



 


Initial here (Rajaji)
          Initial here
(Manugistics)       


 


3





















Exhibit
A


 


Definitions


 


 


                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
Manugistics Group, Inc. (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 of
Directors (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.


 


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 or stock to terminate or be converted
under its terms and


 


Initial here (Rajaji)
          Initial here
(Manugistics)       


 


4





















 


under the authority of the Board or the Compensation Committee, the
1998 Plan will control.


 


 


Cause means the individual:


 


(i) commits a material
breach of his or her obligations or agreements with respect to the Company;


 


(ii) commits an act of
fraud, material dishonesty, or gross negligence with respect to the Company or
otherwise act with willful disregard for the Company’s best interests;


 


(iii) fails or refuses to
perform any duties delegated to him or her that are consistent with the duties
of similarly-situated executives or are otherwise required;


 


(iv) seizes a corporate
opportunity for himself or herself instead of offering such opportunity to the
Company if it is within the scope of the Company’s or its subsidiaries’ or
parent’s business; or


 


(v) is convicted of or
pleads guilty or no contest to a felony (or to a felony charge reduced to
misdemeanor), or, with respect to his or her employment, to any misdemeanor
(other than a traffic violation) or, with respect to his or her employment,
knowingly violate any federal or state securities or tax laws.


 


 


                Good Reason means:


 


(i) the Company reduces the
individual’s base salary without his or her consent; or


 


(ii) the Company assigns the
individual duties materially inconsistent with, or substantially diminishes,
his or her status or responsibilities without his or her consent.


 


Initial here (Rajaji)
          Initial here
(Manugistics)       


 


5





















Exhibit
B


 


 


	
  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; provided,

  



 


Initial here (Rajaji)
          Initial here
(Manugistics)       


 


6





















 


	
   

  	
   

  	
  however, that
  nothing in this Agreement prevents you from filing, cooperating with, or participating
  in any proceeding before the Equal Employment Opportunity Commission or a
  state Fair Employment Practices Agency (except that you acknowledge and
  understand that you may not be able to recover any monetary benefits in
  connection with any such claim, charge or proceeding). This Agreement 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 nor does it release claims
  under the Family and Medical Leave
  Act or the Fair Labor
  Standards Act (with respect to overtime).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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,
  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,
  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

  



 


Initial here (Rajaji)
          Initial here
(Manugistics)       


 


7





















 


	
   

  	
   

  	
  deadline,
  this Release will not be effective or enforceable as to those claims; however,
  Manugistics will then not
  accelerate the vesting of your restricted stock as outlined above. You agree
  that, in the absence of this Agreement, your entitlement to the acceleration
  would be uncertain and that your benefits under this Agreement are more than
  adequate consideration for the Release.

  
	
   

  	
   

  	
   

  
	
  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, (iii) you have
  read and fully understood all the terms of this Agreement and (iv) you have
  received adequate consideration for the execution of this Release.  Except as written into this Agreement,
  neither you nor the Company 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.

  



 


[Signatures
on Following Page]


 


Initial here (Rajaji)
          Initial here
(Manugistics)       


 


8





















 


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.

   

  
	
   

  	
   

  	
   

  
	
  11/4/2005

  	
   

  	
  By: 

  	
  /s/ Timothy T. Smith

  	
   

  
	
  Date Signed

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Timothy T. Smith

   

  
	
   

  	
   

  	
  Title:

  	
  SVP and General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signed: 

  	
  /s/ Lisa A. Hunt

  	
   

  	
   

  	
   

  
	
   

  	
  Date Signed: 11/4/2005

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Lisa A. Hunt

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted and agreed to:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11/4/2005

  	
   

  	
   

  	
  /s/ Raghavan Rajaji

  	
   

  
	
  Date Signed

  	
   

  	
   

  	
  Raghavan
  Rajaji

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signed: 

  	
  /s/ Lisa A. Hunt

  	
   

  	
   

  
	
   

  	
  Date Signed: 11/4/2005

  	
   

  	
   

  
	
   

  	
  Name: Lisa A. Hunt

  	
   

  	
   

  



 


Initial here (Rajaji)
          Initial here
(Manugistics)       


 


9