Exhibit
10.2


 


Manugistics Group, Inc.


Description of
Supplemental Retention Program


 


Following is a description of the Company’s supplemental retention
program (the “Supplemental Retention Program”) for certain executive officers
and employees of the Company.  The
Supplemental Retention Program consists of a cash payment, a grant of shares of
restricted stock pursuant to the Amended and Restated 1998 Stock Option Plan of
the Company (the “1998 Plan”) and/or a grant of stock options pursuant to the
1998 Plan.  Stock options and shares of
restricted stock granted under the Supplemental Retention Program become fully
vested, and any cash payments will be made, upon the earliest to occur of the
following:  (i) the employee’s
involuntary termination of employment by the Company without “cause” or the
employee’s resignation for “good reason”; (ii) a “change in control”; or (iii)
one year from the date of grant.


 


Under the Supplemental Retention Program, a total of $130,000 in cash
will be paid to certain executive officers and a total of 300,000 shares of
restricted stock and 915,000 stock options were granted to certain executive
officers and employees.  The cash
payments and grant of restricted stock and stock options to the executive
officers under the Supplemental Retention Plan are as follows:


 


	
  Name

  	
   

  	
  Shares of

  Restricted Stock

  	
   

  	
  Stock Options

  	
   

  	
  Cash Payment

  	
   

  
	
  Edward Daihl

  	
   

  	
  25,000

  	
   

  	
  50,000

  	
   

  	
   

  	
   

  
	
  Kelly Davis-Stoudt

  	
   

  	
  20,000

  	
   

  	
  75,000

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  Jeffrey Kissling

  	
   

  	
  30,000

  	
   

  	
  75,000

  	
   

  	
   

  	
   

  
	
  Ronald Kubera

  	
   

  	
  30,000

  	
   

  	
  50,000

  	
   

  	
   

  	
   

  
	
  Lori Mitchell-Keller

  	
   

  	
  25,000

  	
   

  	
  50,000

  	
   

  	
   

  	
   

  
	
  Timothy T. Smith

  	
   

  	
  35,000

  	
   

  	
  100,000

  	
   

  	
  $

  	
  80,000

  	
   

  



 


“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.


 


A “change in control” 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 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.