Exhibit 10.1


 


Confidential
Settlement Communication


Subject
to Rule 408 of the Federal Rules of Evidence


 


	
  o

  	
  Company’s
  Copy

  
	
  o

  	
  Owens’ Copy

  



 


PLEASE
READ THIS AGREEMENT CAREFULLY.


IT
CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS.


 


To Gregory J. Owens:


 


This Agreement
establishes the terms under which Manugistics Group, Inc. and its subsidiaries
(“Manugistics”
or the “Company”)
and you ended your employment in the capacity of Chief Executive Officer
effective as of the close of business on July 21, 2004 (the “Separation Date”) and
have agreed to end your employment with the Company effective October 22, 2004
and of your release of Manugistics and others described below from any claims
you might have against any of them related to your employment and other matters
described in the release (the “Release”).


 


	
  Resignation

  	
   

  	
  As of the
  Separation Date you resigned as Chief Executive Officer of Manugistics Group,
  Inc. and of all its subsidiaries, but are remaining a member of the
  Manugistics Group, Inc. Board of Directors (the “Board”).

  
	
   

  	
   

  	
   

  
	
  Services

  	
   

  	
  You agree to
  assist Manugistics in developing business strategies and leading major
  market-facing opportunities as a full-time employee through October 22, 2004
  (the “Transition
  Period”).  In
  performing these duties, you will report to the Manugistics Chief Executive
  Officer (“CEO”),
  and, if requested by the CEO, to the Board. The Company will pay you salary
  at the rate in effect the day before the Separation Date and in accordance
  with its regular payroll procedures for the Transition Period.  You agree that the CEO may require you to
  perform these services during regular office hours at the headquarters
  offices of the Company or, as you otherwise agree or as is within reasonable
  commuting distance for you, at another office of the Company.  You agree that any expenses you incur in
  providing these services are subject to a budget to be approved by the CEO
  and are subject to the Company’s ordinary procedures for substantiation and
  reimbursement.  At the end of the
  Transition Period, you are resigning as an employee of Manugistics.

  
	
   

  	
   

  	
   

  
	
  Payment

  	
   

  	
  After the
  conclusion of the Transition Period and contingent upon the lapse of the
  Revocation Period without your revoking the Release, the Company will pay to
  you, or to your estate in the event of your death, (1) a lump sum payment of
  $10,000.00 and (2) a total of 52 weeks’ salary  in regular payroll intervals as

  
	
   

  	
   

  	
   

  



 


 


	
   

  	
  Initial here (Owens) 

  	
   

  	
  GJO

  
	
   

  	
  Initial here (Manugistics) 

  	
   

  	
  TTS

  



 


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  though you
  had remained employed for that number of weeks (the “Severance Period”),
  each reduced by any federal or state withholding taxes or other required
  deductions normally deducted from your pay (and reduced for any stub pay
  periods at the beginning or end of the payments). You agree that, in the absence of this Agreement, your entitlement
  to this payment  would be
  uncertain and that your benefits under this Agreement are more than adequate
  consideration for the Release. 
  The parties have agreed to these payments in connection with your
  resignation to avoid any dispute regarding the terms and conditions of your
  departure.  At the end of the
  Transition Period, you will also receive $0.00 as accrued vacation pay,
  increased by any accruals between the Separation Date and the end of the
  Transition Period and decreased by any amounts paid or taken as vacation
  before such date of payment under this Agreement.

  
	
   

  	
   

  	
   

  
	
  Equity Compensation

  	
   

  	
  The Company
  agrees that your restricted stock and stock options granted under the 1998
  Stock Option Plan continue to vest and to become exercisable through November
  22, 2005 and, with respect to the restricted stock, through any longer period
  in which you remain a member of the Board. 
  The Company agrees that your stock options granted under your
  individual plans continue to vest and to become exercisable through January
  22, 2006.  Except as extended for
  Board service in the first sentence of this paragraph, any unvested
  restricted stock and any unvested or unexercised stock options granted under
  the 1998 Stock Option Plan will lapse or be forfeited at the close of
  business on November 22, 2005 and any unvested or unexercised stock options
  under an individual plan will lapse or be forfeited at the close of business
  on January 22, 2006.  Notwithstanding
  the foregoing, if during the final thirty days prior to forfeiture of an
  option (each a “Thirty-Day Period”) the Company imposes a blackout period to
  which you are subject (a “Blackout Period”), exercisability, but not vesting,
  of such option shall be extended for that number of days following the
  cessation of the Blackout Period which is equal to the number of days during
  the Thirty-Day Period the Blackout Period was in effect.

  



 


	
  Limitations on Other Benefits or Compensation

  	
   

  	
  You understand
  and agree that you will receive no other wage, accrued vacation, backpay,
  bonus, incentive or other compensation, severance, or other payments or
  benefits from Manugistics or affiliates of Manugistics (other than those set
  forth in this and the preceding paragraphs), or under Manugistics’ generally
  available plans (other than any qualified retirement plans).  You will continue to be eligible during
  the Transition Period and if permitted by the terms of the applicable plans
  for all benefits you received as of the day before the Separation Date.  During the Severance Period, you will be
  entitled to receive the benefits listed on Exhibit A attached hereto in
  accordance with Company policy for executives at your level as in effect from
  time to time, subject to whatever generally applicable amendments (or
  terminations) of such programs the Company makes during the Severance
  Period.  Following the Severance
  Period, all benefits will cease except that you will remain eligible for
  continued health

  



 


 


	
   

  	
  Initial here (Owens) 

  	
   

  	
  GJO

  
	
   

  	
  Initial here (Manugistics) 

  	
   

  	
  TTS

  



 


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  coverage
  under Section 4980B of the Internal Revenue Code of 1986 at your own
  expense for the period, if any, required for such coverage.

  
	
   

  	
   

  	
   

  
	
  Effect of Other Employment

  	
   

  	
  You
  acknowledge and agree that if you become employed by another entity at any
  point after the Separation Date, all payments and benefits under this
  Agreement (other than as provided in Equity
  Compensation) will cease as of the effective date of such
  employment, except that with the prior consent of the Board of Directors,
  during the Severance Period you shall have the right to engage in part-time
  employment that does not conflict with the business of the Company, as
  determined by the Board in its reasonable discretion.  You agree that you will have received
  adequate consideration for this Agreement even if you receive no payments
  under the Payments section above
  because you had the opportunity to receive such payments.

  
	
   

  	
   

  	
   

  
	
  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

  



 


 


	
   

  	
  Initial here (Owens) 

  	
   

  	
  GJO

  
	
   

  	
  Initial here (Manugistics) 

  	
   

  	
  TTS

  



 


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  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.  This 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.

  
	
   

  	
   

  	
   

  
	
  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 deadline, this Release will not be effective or enforceable
  as to those claims; however, Manugistics  will
  then not make the final 25% of the Payments outlined above.

  
	
   

  	
   

  	
   

  
	
  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)

  



 


 


	
   

  	
  Initial here (Owens) 

  	
   

  	
  GJO

  
	
   

  	
  Initial here (Manugistics) 

  	
   

  	
  TTS

  



 


4

















 


	
   

  	
   

  	
  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, and (iii) you have read and fully
  understood all the terms of this Agreement.  Except as written into this Agreement,
  neither you nor Manugistics  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.

  
	
   

  	
   

  	
   

  
	
  Settlement

  	
   

  	
  The parties have
  reached this Agreement and Release to, among other things, settle any claims
  or potential claims relating to your employment or the termination of your
  employment that you have or may have against Manugistics and any related
  entities including parent, subsidiaries, successors, or affiliates, and their
  present, former and future employees, officers, trustees, partners,
  shareholders, counsel, and anyone acting or purporting to act on behalf of
  any of them.  Neither this Agreement
  nor any other document or written or oral statement prepared or made in
  connection with this Agreement, nor any discussion of the matters referred to
  in this Agreement nor any payment under this Agreement, constitutes, or
  should be deemed to constitute, (A) an admission of law or fact or an
  admission of any liability or wrongdoing by you or Manugistics with respect
  to any claims, unasserted claims, or demands relating to or arising out of or
  in connection with any matter whatsoever (and Manugistics specifically denies  any such liability or wrongdoing) or
  (B) evidence of any matter whatsoever, except for the agreement
  expressly set forth in this Agreement.

  
	
   

  	
   

  	
   

  
	
  Recruiting of or Employees

  	
   

  	
  You agree
  that during the Transition Period and for one year thereafter, you will not,
  directly or indirectly, (a) solicit the employment of or employ, for yourself
  or for any other person or business, any Manugistics employee or any person
  who was a Manugistics employee at any time during the one year period
  preceding the end of the Transition Period, or (b) solicit or attempt to
  solicit business from, provide services to (in competition with Manugistics),
  or secure employment with any person or entity that was a customer of
  Manugistics during your employment with Manugistics, or any person or business
  to whom Manugistics had proposed future work within one year before the end
  of the Transition Period.  As a
  further protection that Manugistics’ 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 Manugistics within twelve

  



 


 


	
   

  	
  Initial here (Owens) 

  	
   

  	
  GJO

  
	
   

  	
  Initial here (Manugistics) 

  	
   

  	
  TTS

  



 


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  months
  following the end of the Transition. 
  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 Manugistics agrees in writing that such employment
  does not utilize knowledge or information you acquired during your tenure
  with Manugistics.  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.

  
	
   

  	
   

  	
   

  
	
  No Disparaging Comments

  	
   

  	
  Except as
  the law may require, you agree that you will not in any way, directly or
  indirectly, to any employee of Manugistics or to any other person (including
  but not limited to any communications with the press or other media), make
  any statement that could reasonably be interpreted to criticize or disparage
  the performance, competency, or ability of Manugistics or its affiliates as a
  provider of software or other products and services, or the officers,
  directors, employees, or agents of any of them at any time after the
  execution of this Agreement, nor will you do or say anything that likely
  would have the effect of disrupting or impairing Manugistics’ normal, ongoing
  business operations or harming Manugistics’ reputation with its associates,
  employees, clients, investors, suppliers, dealers, acquisition prospects, or
  the public.  Except as the law may
  require, Manugistics agrees that it will not make any authorized statement to
  any of its employees or to any other person (including but not limited to any
  communications with the press or other media) that could reasonably be
  interpreted to criticize or disparage your performance, competency, or
  ability at any time after the execution of this Agreement, and will take
  reasonable steps to discourage its directors, officers, and employees from
  making statements inconsistent with that undertaking.  It will not be a violation of this
  paragraph for either party to make truthful statements, under oath, as
  required by law or formal legal process or in compliance with the securities
  laws.  This paragraph does not
  prohibit Manugistics or you from communicating any alleged misconduct to
  appropriate management personnel at Manugistics, to the audit committee of
  the Board, or to an appropriate governmental entity, or from cooperating with
  any of the foregoing in any investigation. 
  By entering into this agreement, you agree to make yourself available
  as reasonably requested by Manugistics or the Board’s audit committee in
  connection with any such investigation.

  
	
   

  	
   

  	
   

  
	
  Client Contacts

  	
   

  	
  Through the
  12 month anniversary of the Separation Date, you agree that, if you are
  contacted by any current, former, or prospective clients of Manugistics with
  respect to its current or prospective business, you will refer the contacting
  person or entity to the CEO for reply or further communications, except as
  and to the extent that the CEO asks you to respond.

  
	
   

  	
   

  	
   

  
	
  Return of Property

  	
   

  	
  On or before
  the end of the Transition Period, you agree to deliver to Manugistics any
  office equipment (including computers), keys, and other access devices, and
  any Confidential Information or other materials (written or otherwise) not
  available to the public or made available to the public in a manner

  



 


 


	
   

  	
  Initial here (Owens) 

  	
   

  	
  GJO

  
	
   

  	
  Initial here (Manugistics) 

  	
   

  	
  TTS

  



 


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  you know or
  reasonably should recognize Manugistics did not authorize, and any copies,
  excerpts, summaries, compilations, records, or documents you made or that
  came into your possession during your employment. During the Transition
  Period, at the request of Manugistics you agree to deliver any such items or
  Confidential Information to Manugistics. 
  You
  agree that you will not retain copies, excerpts, summaries, or compilations
  of the foregoing information and materials.  You will return any and all files (whether hard copies or in
  electronic form).  You agree not to
  remove or retain any files, databases, or other records.  Notwithstanding the foregoing, so long as
  you remain Chairman of the Board of Manugistics, Manugistics shall continue
  to provide you with (1) an office and (2) the computer used by you at the
  Separation Date.

  
	
   

  	
   

  	
   

  
	
  Entire Agreement

  	
   

  	
  This
  Agreement is the entire agreement between (i) you and (ii) Manugistics and
  the other parties released by this Agreement, with respect to your
  employment, other than the Code of Conduct, Conditions of Employment, and the
  documents underlying your option and restricted stock grants (as amended
  hereby).  You hereby affirm your
  continuing obligations under the Code of Conduct and Conditions of
  Employment.  Any other prior
  agreements, oral or written, between you and Manugistics and its affiliated
  companies are hereby terminated as of the Separation Date and shall have no
  further force or effect, other than the agreements listed in the preceding
  sentence.

  
	
   

  	
   

  	
   

  
	
  Binding Effect

  	
   

  	
  This
  Agreement binds any and all successors and assigns of Manugistics and your
  heirs and beneficiaries.

  
	
   

  	
   

  	
   

  
	
  Withholding

  	
   

  	
  All payments
  under this Agreement will be reduced by any federal or state withholding
  taxes or other required deductions.

  
	
   

  	
   

  	
   

  
	
  Arbitration

  	
   

  	
  Manugistics
  and you agree that the Arbitration provisions of the Conditions of Employment
  remain in place and will also govern any dispute regarding this Agreement.

  
	
   

  	
   

  	
   

  
	
  Governing Law

  	
   

  	
  The laws of
  the  State of Maryland (other
  than its conflict of laws provisions) govern this Agreement.

  
	
   

  	
   

  	
   

  
	
  Effectiveness

  	
   

  	
  This
  Agreement does not become effective until it has been executed and delivered
  by both Manugistics and you.

  



 


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.


 


 


	
   

  	
  Initial here (Owens) 

  	
   

  	
  GJO

  
	
   

  	
  Initial here (Manugistics) 

  	
   

  	
  TTS

  



 


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  Manugistics Group, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  August 20,
  2004

  	
  By:

  	
  /s/ Timothy
  T. Smith

  	
   

  
	
  Date Signed

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Timothy T.
  Smith

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP, General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signed:

  	
  /s/ Susan E.
  Pendery

  	
   

  	
   

  	
   

  
	
   

  	
  Date Signed:
  August 20, 2004

  	
   

  	
   

  
	
   

  	
  Name: Susan
  E. Pendery

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and
  agreed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  August 20,
  2004

  	
   

  	
  /s/ Gregory
  J. Owens

  	
   

  
	
  Date Signed

  	
   

  	
  Gregory J. Owens

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signed:

  	
  /s/ Susan E.
  Pendery

  	
   

  	
   

  	
   

  
	
   

  	
  Date Signed:
  August 20, 2004

  	
   

  	
   

  
	
   

  	
  Name: Susan
  E. Pendery

  	
   

  	
   

  



 


 


	
   

  	
  Initial here (Owens) 

  	
   

  	
  GJO

  
	
   

  	
  Initial here (Manugistics) 

  	
   

  	
  TTS

  



 


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