MANUGISTICS GROUP INC
SECOND AMENDED & RESTATED 2000 STOCK OPTION PLAN
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<TYPE>EX-10.32
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<FILENAME>w60673ex10-32.txt
<DESCRIPTION>SECOND AMENDED & RESTATED 2000 STOCK OPTION PLAN
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                  AMENDED AND RESTATED 2000 NON-QUALIFIED STOCK
                     OPTION PLAN OF MANUGISTICS GROUP, INC.


        1.      PURPOSE.

                The purposes of the Amended and Restated 2000 Non-Qualified
Stock Option Plan (the "Plan") of Manugistics Group, Inc. (the "Company") are to
advance the interests of the Company and its shareholders by strengthening the
ability of the Company to attract, retain and reward highly qualified officers
and other employees, to motivate officers and other selected employees to
achieve business objectives established to promote the long-term growth,
profitability and success of the Company, and to encourage ownership of the
Common Stock of the Company by participating officers and other selected
employees. The Plan authorizes non-qualified stock options only. In addition,
the Plan is intended as an additional incentive to directors of the Company who
are not employees of the Company or an Affiliate to serve on the Board of
Directors and devote themselves to the future success of the Company by
providing them with an opportunity to acquire or increase their proprietary
interest in the Company through the receipt of options to acquire Common Stock.
The Plan is also intended as an additional incentive to selected consultants to
the Company to devote themselves to the success of the Company by providing them
with similar benefits.

        2.      DEFINITIONS.

                "Board of Directors" means the Board of Directors of the
Company.

                "Code" means the Internal Revenue Code of 1986, as amended and
in effect from time to time, or any successor statute thereto, together with the
published rulings, regulations and interpretations duly promulgated thereunder.

                "Committee" means the committee of the Board of Directors
established and constituted as provided in Section 5 of the Plan.

                "Common Stock" means the common stock, $.002 par value of the
Company, or any security issued by the Company in substitution or exchange
therefor or in lieu thereof.

                "Company" means Manugistics Group, Inc., a Delaware corporation,
or any successor corporation.

                "Employee" means any employee, including any officer of the
Company, who is on the active payroll of the Company or a Subsidiary at the
relevant time.

                "Exchange Act" means the Securities Exchange Act of 1934, as
amended and in effect time to time, including all rules and regulations
promulgated thereunder.


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                "Fair Market Value" means in respect of any date on or as of
which a determination thereof is being or to be made, the average of the high
and low per share sale prices of the Common Stock for the immediately preceding
trading day reported on the NASDAQ System, or other established stock exchange
on which the Common Stock is then traded.

                "Non-Qualified Stock Option" means any option to purchase shares
of Common Stock granted pursuant to the provisions of Section 6 of the Plan.

                "Participant" means any Employee, non-employee director of, or
consultant to, the Company or a Subsidiary who receives a Stock Option under the
Plan.

                "Plan" means this Amended and Restated 2000 Non-Qualified Stock
Option Plan of the Company, as set forth herein and as hereafter amended from
time to time in accordance with the terms hereof.

                "Stock Option" means and includes any Non-Qualified Stock Option
granted pursuant to Section 6 of the Plan.

                "Subsidiary" means the definition set forth in Section 424(f) of
the Code.

        3.      EFFECTIVE DATE; TERM.

                (a) EFFECTIVE DATE. The Plan shall be effective on September 13,
2000, the date of adoption of the Plan by the Board of Directors of the Company.

                (b) TERM. The Plan shall remain in effect until September 13,
2010 unless sooner terminated by the Board of Directors. Termination of the Plan
shall not affect grants then outstanding.

        4.      SHARES OF COMMON STOCK SUBJECT TO PLAN.

                (a)     MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER
THE PLAN. The maximum aggregate number of shares of Common Stock which may be
issued pursuant to the Plan, subject to adjustment as provided in Section 4(b)
of the Plan, shall be two million (2,000,000), plus any shares of Common Stock
issued under the Plan that are forfeited back to the Company or are canceled
pursuant to the terms of any option grant agreement. The shares of Common Stock
which may be issued under the Plan may be authorized and unissued shares or
issued shares which have been reacquired by the Company. No fractional shares of
the Common Stock shall be issued under the Plan.

                (b)     ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the
event of any change in the capital structure, capitalization or Common Stock of
the Company such as a stock dividend, stock split, recapitalization, merger,
consolidation, split-up, combination or exchange of shares or other form of
reorganization, or any other change affecting the Common Stock, unless the


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Board of Directors in its discretion determines otherwise, a proportionate
adjustment to reflect such change shall be made with respect to: (i) the maximum
number of shares of Common Stock which may be issued pursuant to the Plan; (ii)
the number of shares of Common Stock subject to any outstanding Stock Option
made to any Participant under the Plan; (iii) the per share exercise price in
respect of any outstanding Stock Options; (iv) the number of shares of Common
Stock which are the subject of grants then outstanding under the Plan; and (v)
any other term or condition of any grant affected by any such change, subject to
the provisions of Section 8(a) below.

        5.      ADMINISTRATION.

                (a)     THE COMMITTEE. The Plan shall be administered by the
Committee to be appointed from time to time by the Board of Directors and
comprised of not less than two of the then members of the Board of Directors,
each of whom is a "Non-Employee Director" within the meaning of Rule 16(b)-3
under the Exchange Act (or has similar status under any successor provision) and
is an "outside directors" within the meaning of Section 162(m) of the Code.
Members of the Committee shall serve at the pleasure of the Board of Directors.
The Board of Directors may from time to time remove members from, or add members
to the Committee. A majority of the members of the Committee shall constitute a
quorum for the transaction of business and the acts of a majority of the members
present at any meeting at which a quorum is present shall be the acts of the
Committee. Any one or more members of the Committee may participate in a meeting
by conference telephone or similar means where all persons participating in the
meeting can hear and speak to each other, which participation shall constitute
presence in person at such meeting. Action approved in writing by a majority of
the members of the Committee then serving shall be fully as effective as if the
action had been taken by unanimous vote at a meeting duly called and held. The
Company shall issue Stock Options under the Plan in accordance with the terms
and conditions specified by the Committee, which terms and conditions shall be
set forth in grant agreements and/or other instruments in such forms as the
Committee shall approve.

                (b)     COMMITTEE POWERS. The Committee shall have full power
and authority to operate and administer the Plan in accordance with its terms.
The powers of the Committee include, but are not limited to, the power to: (i)
select Participants from among the Employees and non-employee Directors of the
Company and Subsidiaries; (ii) establish the types of, and the terms and
conditions of, all grants of Stock Options made under the Plan, subject to any
applicable limitations set forth in, and consistent with the express terms of
the Plan; (iii) make grants of Stock Options subject to and consistent with the
express provisions of the Plan; (iv) prescribe the form or forms of grant
agreements and other instruments evidencing grants under the Plan; (v) construe
and interpret the Plan and make any determination of fact incident to the
operation of the Plan; (vi) promulgate, amend and rescind rules and regulations
relating to the implementation, operation and administration of the Plan; (vii)
adopt such modifications, procedures and subplans as may be necessary or
appropriate to comply with the laws of other countries with respect to
Participants or prospective Participants employed in such other countries;
(viii) modify the terms of outstanding Stock Options, except that, without the
consent of the optionee, no such modification may impair the rights granted
under any such Stock Option; (ix) delegate to other persons the responsibility
for performing administrative or ministerial acts in furtherance of the Plan;
(x) engage the services of


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persons and firms, including banks and consultants, in furtherance of the Plan's
activities; (xi) delegate to the Company's Chief Executive Officer its authority
to make option grants to employees, other than persons deemed subject to the
reporting requirements of Section 16 of the Securities Exchange Act of 1934, as
amended, upon such terms as are authorized by the committee, and (xii) make all
other determinations and take all other actions as the Committee may deem
necessary or advisable for the administration and operation of the Plan.

                (c)     COMMITTEE'S DECISIONS FINAL. Any determination, decision
or action of the Committee in connection with the construction, interpretation,
administration or application of the Plan, and of any grant agreement, shall be
final, conclusive and binding upon all Participants, and all persons claiming
through Participants, affected thereby.

                (d)     INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to
such other rights of indemnification as they may have as members of the Board or
the Committee, the members of the Committee shall be indemnified by the Company
against all costs and expenses reasonably incurred by them in connection with
any action, suit or proceeding to which they or any of them may be party by
reason of any action taken or failure to act under or in connection with the
Plan or any Stock Option granted under the Plan, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding; provided, however, that any
such Committee member shall be entitled to the indemnification rights set forth
in this Section 5(d) only if such member has acted in good faith and in a manner
that such member reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that such conduct was unlawful, and further
provided that upon the institution of any such action, suit or proceeding a
Committee member shall give the Company written notice thereof and an
opportunity to handle and defend the same before such Committee member
undertakes to handle and defend it on his own behalf.

        6.      STOCK OPTIONS.

                (a) IN GENERAL. Options to purchase shares of Common Stock may
be granted under the Plan and shall be Non-Qualified Stock Options. All Stock
Options shall be subject to the terms and conditions of this Section 6 and shall
contain such additional terms and conditions, not inconsistent with the express
provisions of the Plan, as the Committee shall determine.

                (b) EMPLOYEE ELIGIBILITY AND LIMITATIONS. Any officer of the
Company and any other Employee of the Company or a Subsidiary may be granted
Stock Options. The Committee shall determine, in its discretion, the Employees
to whom Stock Options will be granted, the timing of such grants, and the number
of shares of Common Stock subject to each Stock Option granted; provided, that
the maximum number of shares of Common Stock in respect of which Stock Options
may be granted to any Employee during any calendar year shall be 250,000.




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                (c)     OPTION EXERCISE PRICE. The per share exercise price of
each Stock Option granted under the Plan shall be determined by the Committee
prior to or at the time of grant, but in no event shall the per share exercise
price of any Stock Option be less than 100% of the Fair Market Value of the
Common Stock on the date of the grant of such Stock Option, unless otherwise
required by law.

                (d)     OPTION TERM. The term of each Stock Option shall be
fixed by the Committee; except that in no event shall the term of any Stock
Option exceed ten years after the date such Stock Option is granted.

                (e)     EXERCISABILITY. A Stock Option shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at the date of grant. No Stock Option may be
exercised unless the holder thereof is at the time of such exercise an Employee
and has been continuously an Employee since the date such Stock Option was
granted, except that the Committee may permit the exercise of any Stock Option
for any period following the Participant's termination of employment not in
excess of the original term of the Stock Option on such terms and conditions as
it shall deem appropriate, including, if the Committee so determines, the
continuation of any vesting requirements during the time such holder serves as a
consultant or director to the Company or any Subsidiary. In the case of any
option subject to any vesting requirements, the Committee may provide for the
acceleration of the time at which such option may be exercised. Notwithstanding
anything to the contrary in this Plan or in any Stock Option, if an Employee is
terminated involuntarily without cause within one year after a consolidation or
merger in which the Company is not the surviving corporation, all unexpired
Stock Options held by such Employee shall be exercisable for a period of ninety
(90) days after such termination, but in no event after the original expiration
date set forth in the applicable Stock Option.

                (f)     METHOD OF EXERCISE. A Stock Option may be exercised, in
whole or in part as to a minimum of 50 shares or, if fewer, the total number of
shares subject to the Stock Option, by giving written notice of exercise to the
Company specifying the number of shares of Common Stock to be purchased. Such
notice shall be accompanied by payment in full of the purchase price, plus any
required withholding taxes, in cash or, if permitted by the terms of the related
grant agreement or otherwise approved in advance by the Committee, in shares of
Common Stock already owned by the Participant valued at the Fair Market Value of
the Common Stock on the date of exercise. The Committee may also permit
Participants, either on a selective or aggregate basis, to simultaneously
exercise Stock Options and sell the shares of Common Stock thereby acquired
pursuant to a brokerage or similar arrangement approved in advance by the
Committee and to use the proceeds from such sale to pay the exercise price and
withholding taxes.


                (g)     STOCK OPTIONS TO NON-EMPLOYEE DIRECTORS.

                        (i) Unless such director receives an equivalent option
                under any other stock option plan maintained by the Company, on
                the date of an Annual Meeting of the Shareholders, each director
                who is not an employee of the Company shall



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                receive a Non-Qualified Stock Option to purchase shares of the
                Common Stock at a price per share as determined in Section 6(c)
                above in the following amounts: 16,000 shares after the first
                Annual Meeting at which a director is initially elected to the
                Board and 16,000 shares at each Annual Meeting thereafter, so
                long as the director remains a member of the Board. Any director
                who is elected to the Board at any time other than an Annual
                Meeting will receive a percentage of the annual grant on the
                date of his or her election based on the number of fiscal
                quarters ending from the date of the appointment or election
                until the next Annual Meeting of Shareholders. Each
                Non-Qualified Stock Option received by a director pursuant to
                this Section 6(g)(i) shall vest quarterly over a four year
                period and therefore become exercisable in 16 equal installments
                each calendar quarter from the date the Non-Qualified Stock
                Option is granted. Any director leaving the Board prior to the
                quarterly vesting date of a Non-Qualified Stock Option grant
                shall forfeit the unvested portion of any such Non-Qualified
                Stock Option grant, unless the exception contained in Section
                6(g)(iv) applies.

                        (ii) In addition to the Non-Qualified Stock Option
                pursuant to Section 6(g)(i) above, any director who is newly
                elected or appointed to the Board will receive an additional
                Non-Qualified Stock Option, at the sole discretion of the Board,
                to purchase up to 16,000 shares of the Common Stock at a price
                per share as determined in Section 6(c) above. Each
                Non-Qualified Stock Option received by a director pursuant to
                this Section 6(g)(ii) shall vest and become exercisable with
                respect to 25% of the shares subject to the additional
                Non-Qualified Stock Option one calendar year from the date the
                additional Non-Qualified Stock Option is granted. The remaining
                75% of the shares subject to the additional Non-Qualified Stock
                Option shall vest and become exercisable in equal installments
                quarterly over the following 12 calendar quarters. Any director
                leaving the Board prior to the annual or quarterly vesting date
                of an additional Non-Qualified Stock Option grant shall forfeit
                the unvested portion of any such additional Non-Qualified Stock
                Option grant, unless the exception contained in Section 6(g)(iv)
                applies.

                        (iii) If the director's term in office is terminated by
                the death of the director, the executor or administrator of the
                director's estate shall have the right to exercise with respect
                to all or any part of the number of shares which were vested on
                the date of death, within one year of the date of the death of
                the director.

                        (iv) Any director asked to resign from the Board, except
                for Cause (defined below), or not nominated for election to an
                additional term on the Board, except for Cause (defined below),
                shall retain the unvested portion of his or her Non-Qualified
                Stock Option grants, subject to their original vesting schedule.
                Cause shall be defined as a good faith determination by the
                Board that the director, in or related to the performance of his
                or her duties, has not acted in good faith and in a manner to be
                in or not opposed to the best interests of the Company.


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                        (v) Discretionary grants may also be made to
                Non-Employee Directors in accordance with the terms of this
                Plan.

                        Notwithstanding anything contained herein to the
                contrary, no Non-Qualified Stock Option shall be exercisable
                following ten (10) years from the date the Non-Qualified Stock
                Option is granted.

                (h)     STOCK OPTIONS TO CONSULTANTS. The Committee may grant
Non-Qualified Stock Options to consultants to the Company on such terms and
conditions as are determined by the Committee, generally similar to those set
forth above in Sections 6(a) through 6(f), except that any restrictions required
to be set forth only in Stock Options to Employees need not be set forth in
Stock Options to consultants

                (i)     Notwithstanding anything herein to the contrary, in no
event shall options be issued to directors and officers of the Company in an
amount in any twelve-month period that would cause the Plan to fail to be
"broadly-based" under Nasdaq requirements.

        7.      NON-TRANSFERABILITY OF GRANTS.

                No grant under the Plan, and no right or interest therein, shall
be (a) assignable, alienable or transferable by a Participant, except by will or
the laws of descent and distribution, or (b) subject to any obligation, or the
lien or claims of any creditor, of any Participant, or (c) subject to any lien,
encumbrance or claim of any party made in respect of or through any Participant,
however arising. During the lifetime of a Participant, Stock Options are
exercisable only by, and shares of Common Stock issued upon the exercise of
Stock Options will be issued only to the Participant or his or her legal
representative. The Committee may, in its sole discretion, authorize written
designations of beneficiaries and authorize Participants to designate
beneficiaries with the authority to exercise Stock Options granted to a
Participant in the event of his or her death or disability. Notwithstanding the
foregoing, (i) a Participant may transfer all or a portion of any Non-Qualified
Stock Option granted to such Participant to such Participant's parents, spouse
or other life partner, children or grandchildren, siblings, or children of
siblings, or a trust for the exclusive benefit of the Participant and/or one or
more such persons, which transfer must be made as a gift and without any
consideration; or (ii) pursuant to a qualified domestic relations order. All
other transfers and any retransfer by any permitted transferee are prohibited
and any such purported transfer shall be null and void. Each Stock Option which
becomes the subject of a permitted transfer (and the Participant to whom it was
granted by the Company) shall continue to be subject to the same terms and
conditions as were in effect immediately prior to such permitted transfer. The
Participant shall remain responsible to the Company for the payment of all
withholding taxes incurred as a result of any exercise of such Stock Option. In
no event shall any permitted transfer of a Stock Option create any right in any
party in respect of any Stock Option, other than the rights of the qualified
transferee in respect of such Stock Option specified in the related grant
agreement.

        8.      CHANGE IN CONTROL.

        Subject to any required action by the shareholders of the Company, if
the Company



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shall be the surviving corporation in any merger or consolidation, each
outstanding Stock Option shall pertain to and apply to the securities to which a
holder of the number of shares of Common Stock subject to the Stock Option would
have been entitled. A dissolution or liquidation of the Company or a merger or
consolidation in which the Company is not the surviving corporation, shall cause
each outstanding Stock Option to terminate, provided that each optionee shall,
in such event, have the right immediately prior to such dissolution or
liquidation, or merger or consolidation in which the Corporation is not the
surviving corporation, to exercise his or her Stock Option in whole or in part
without regard to any vesting requirements or installment provisions set forth
in his or her Stock Option grant agreement.

        Notwithstanding the above provisions, a Stock Option will not terminate
if assumed by the surviving or acquiring corporation, or its parent, upon a
merger or consolidation under circumstances which are not deemed a modification
of the Stock Option within the meaning of Sections 424 and 424(3)(A) of the
Internal Revenue Code.

        9.      AMENDMENT OF PLAN.

                The Board of Directors shall have the sole right and power to
amend or terminate the Plan at any time and from time to time; provided,
however, that the Board of Directors may not amend the Plan, without approval of
the shareholders of the Company, in a manner which would:

                (a)     cause the Plan or any transaction thereunder to fail to
meet the requirements of Rule 16(b)-3; or

                (b)     violate applicable law.

        10.     GENERAL PROVISIONS.

                (a)     All certificates for shares of Stock delivered under the
Plan shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange or
association upon which the Stock is then listed or traded, any applicable
Federal or state securities law, and any applicable corporate law.

                (b)     Nothing contained in the Plan shall prevent the Board of
Directors from adopting such other or additional incentive arrangements as it
may deem desirable, including, but not limited to, the granting of stock options
and the awarding of stock otherwise than under the Plan; and such arrangements
may be either generally applicable or applicable only in specific cases.

                (c)     Nothing contained in the Plan or in any grant hereunder
shall be deemed to confer upon any employee of the Company or any Subsidiary any
right to continued employment with the Company or any Subsidiary, nor shall it
interfere in any way with the right of the Company or any Subsidiary to
terminate or modify the employment of any of its employees at any time.



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                (d)     The Plan and all grants made and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
State of Delaware (without regard to choice of law provisions).

                (e)     Any Stock Option granted under the Plan shall not be
deemed compensation for purposes of computing benefits under any retirement plan
of the Company or any Subsidiary and shall not affect any benefits under any
other benefit plan now or subsequently in effect under which the availability or
amount of benefits is related to the level of compensation (unless required by
specific reference in any such other plan to grants under this Plan).

                (f)     A leave of absence, unless otherwise determined by the
Committee prior to the commencement thereof, shall not be considered a
termination of employment. Any Stock Option granted under the Plan shall not be
affected by any change of employment, so long as the holder continues to be an
employee of the Company or any Subsidiary.

                (g)     The obligations of the Company with respect to all Stock
Options under the Plan shall be subject to (A) all applicable laws, rules and
regulations, and such approvals by any governmental agencies as may be required,
and (B) the rules and regulations of any securities exchange or association on
which the Common Stock may be listed or traded.

                (h)     If any of the terms or provisions of the Plan conflict
with the requirements of Rule 16(b)-3 as in effect from time to time, or with
the requirements of any other applicable law, rule or regulation, then such
terms or provisions shall be deemed inoperative to the extent they so conflict
with the requirements of said Rule 16(b)-3, law, rule or regulation.

                (i)     A Participant or a permitted transferee of an option
shall have no rights as a stockholder with respect to any shares covered by the
Participant's Stock Option until the date of the issuance of a stock certificate
to the Participant for such shares following the exercise of such Stock Option.
No adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
provided in Section 4(b) hereof.

                (j)     No provision of this Plan or any Stock Option shall be
construed to prevent the Company from taking any corporate action deemed by the
Company to be appropriate or in its best interest, whether or not such action
could have an adverse effect on the Plan or any Stock Options granted hereunder,
and no Stock Option holder or Stock Option holder's estate, personal
representative or beneficiary shall have any claim against the Company as a
result of taking such action. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation plans in effect for the
Company, nor shall the Plan preclude the Company from establishing any other
forms of incentive or other compensation for employees or directors of, or
consultants to, the Company.



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