MANUGISTICS GROUP INC
EXHIBIT 10.1
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<DESCRIPTION>EXHIBIT 10.1
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<P align="right"><FONT size="2"><B>Exhibit&nbsp;10.1
</B></FONT>

<P align="left"><FONT size="2">June&nbsp;19, 2003
</FONT>
<P align="left"><FONT size="2">Mr.&nbsp;Jeremy P. Coote<BR>
109 Brooke Farm Road<BR>
St. Davids, PA 19087
</FONT>
<P align="left"><FONT size="2">Dear Jeremy:
</FONT>
<P align="left"><FONT size="2">On behalf of Manugistics, Inc. (&#147;Manugistics&#148;) and Manugistics Group,
Inc. (the &#147;Company&#148;), we are pleased to confirm our offer for the
positions of President of Manugistics and President of the Company,
effective June&nbsp;23, 2003 (the &#147;Effective Date&#148;), reporting to me as
Chief Executive Officer and Chairman of the Board. In your position as
President of Manugistics, your salary will be $25,000.00 per month and
will be payable in accordance with Manugistics&#146; policy. You will not
receive any additional compensation as President of the Company. Each
of these positions is at-will and may be terminated at any time by you,
Manugistics or the Company, for any or no reason, with or without
cause. These positions are also exempt from the overtime provisions of
federal and state law.
</FONT>

<P align="left"><FONT size="2">As President of Manugistics, you are eligible to begin participation in
Manugistics&#146; FY 04 Incentive Plan Program, (and for each year
thereafter as such program is defined by Manugistics), which commenced
March&nbsp;1, 2003. Under this incentive plan, you are eligible to receive
an annual incentive bonus of up to 75% of your annual base salary.
During the first twelve (12)&nbsp;months of your employment with the
Manugistics, you will earn a minimum of fifty percent (50%) of such
annual incentive bonus. Such bonus, or portion thereof, will be paid
in equal quarterly installments, based on corporate performance metrics
applicable on a Company-wide basis<B>. </B>This incentive bonus, if any, is
payable within forty-five (45)&nbsp;days of the close of each quarter in
which it is earned. For the purposes of this letter, &#147;quarter&#148; and
&#147;quarterly&#148; shall mean a fiscal quarter of the Company. Please note
that during the first and last quarters of your employment with
Manugistics, the amount of incentive cash compensation payable under
the applicable Incentive Plan Program, if any, shall be pro rated based
on the number of days in the quarter you are employed by Manugistics.
</FONT>

<P align="left"><FONT size="2">Under the FY 04 Incentive Plan Program (and for each year thereafter as
such program is defined by Manugistics), you are also eligible to
receive up to 75% of your annual base salary based on Americas (as
defined below) Sales performance. Such 75%, or portion thereof, will be paid in equal
quarterly installments. Your Americas Sales performance objectives
will be defined, on an annual basis, by me (following consultation with
you). For FY 04, the objective will be provided to you following the
commencement of your employment. This incentive bonus, if any, will
also be paid within forty-five (45)&nbsp;days of the close of each quarter
in which it is earned and will be pro rated as described above.
</FONT>

<P align="left"><FONT size="2">You will be granted on the Effective Date, an option to purchase
1,000,000 shares of common stock of the Company vesting over five (5)
years from the Effective Date in sixty (60)&nbsp;equal monthly installments
under a stock option plan of the Company. The option shall be granted
with an exercise price per share equal to the fair market value of a
share of common stock of the Company on the grant date as determined
according to the plan under which the option is issued.
</FONT>

<P align="left"><FONT size="2">Additionally, you will be granted on the Effective Date, two
additional options (the &#147;Performance Options&#148;) to acquire shares of
common stock of the Company. The Performance Options shall vest as
follows:
</FONT>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">(1)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The first Performance Option shall be an option to
acquire 200,000 shares of common stock of the Company,
which shall vest on the earlier of: (a)&nbsp;the last day of
the first consecutive four quarter period in which the
Company achieves an Adjusted Operating Margin (as defined
below) of 10% or higher in each quarter or (b)&nbsp;the seventh
anniversary of the Effective Date; and</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">(2)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">The second Performance Option shall be an option to
acquire 200,000 shares of common stock of the Company,
which shall vest on the earlier of: (a)&nbsp;the last day of
the first consecutive two quarter period in which the
Company recognizes and records total revenue, worldwide, of
$90&nbsp;million or more in each quarter or (b)&nbsp;the seventh
anniversary of the Effective Date.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Adjusted Operating Margin shall be defined as Operating Margin
calculated in accordance with GAAP, but excluding amortization of
intangibles and acquired technology, goodwill impairment charge,
restructuring and other impairment charges, purchased research and
development charges related to acquisitions, non-cash stock
compensation charges or benefits, settlement of a lawsuit, impairment
of an investment. Each of the Performance Options will be granted
under the 1998 Amended and Restated Stock Option Plan of the Company.
In order to vest in a particular Performance Option as described above,
you must be employed full-time by Manugistics during the entire period
from the date of grant through the vesting date specified with respect
to that particular Performance Option. Each Performance Option shall
be granted with an exercise price per share equal to the fair market
value of a share of common stock of the Company on the grant date as
determined under the 1998 Amended and Restated Stock Option Plan.
</FONT>




<P align="center"><FONT size="2">1</FONT>
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<P align="left"><FONT size="2"><B>Benefits. </B>Effective on your first day of employment and as a key
executive in Manugistics, you shall receive the comprehensive
Manugistics benefits program (the &#147;Benefits&#148;) in accordance with
Manugistics&#146; written plans and which includes:
</FONT>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">No less than twenty (20)&nbsp;days of vacation annually</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Employee Stock Purchase Plan</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">401(k) Retirement Plan</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Comprehensive Medical Care</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Dental Care</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Employee Vision Care</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Life/Accidental Death and Dismemberment Insurance</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Long-Term Disability Insurance.</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Expense reimbursement for travel from Wayne, PA to
Rockville, MD.</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">&#149;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Housing expenses to be reimbursed while overnight in
Rockville, MD.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Manugistics will also obtain supplemental life insurance on your
behalf. With the standard employee benefit and a supplemental policy,
your life insurance amount will be $1,700,000.00. Notwithstanding the
above, the supplemental life benefit will be effective within three
(3)&nbsp;months of the Effective Date.
</FONT>

<P align="left"><FONT size="2">Additional information on these benefits is enclosed for your
reference.
</FONT>

<P align="left"><FONT size="2"><B>Expectations. </B>As President you are required to dedicate all of your
energies and efforts on a full-time basis to our business, as required
or requested. Accordingly, upon commencement of your employment with
us, you will terminate your affiliation with, and interest in, all
other enterprises, businesses, companies and corporations.
Notwithstanding the above, Manugistics consents to your service on the
Board of Directors of, and your status as a shareholder in, Alesco
Group, Inc., provided such company remains non-competitive to
Manugistics and that your service remains in a non-operational
capacity.
</FONT>

<P align="left"><FONT size="2"><B>Trade Secrets Clause/Covenant Not to Compete/Non-Solicitation. </B>We
agree that, during the course of your employment with us, you will be
provided with Manugistics&#146; and the Company&#146;s confidential and
proprietary information, including, but not limited to, their customer
and pricing information, proprietary business plans, technical or
financial information and other trade secrets. You agree that before, during and after your employment, you will treat all
such information as confidential and proprietary and that you will not
share, disclose or use any such information for any purpose other than
in performing your duties with us. Confidential information does not
include: (a)&nbsp;information which is or becomes a part of the public
domain through no act or omission by you; or (b)&nbsp;information that is
known to you prior to your employment with Manugistics.
</FONT>

<P align="left"><FONT size="2">You further agree that during the course of your employment and for one
year thereafter not to: (a)&nbsp;participate, without prior written consent
from the Company&#146;s Board of Directors and Manugistics or a person
authorized thereby, in the management or control of, or act as a
consultant for or employee of, any software or services company which
is in direct competition in the Americas (as previously defined) or in
such other geographical regions for which you may be assigned
responsibilities during your employment, with Manugistics, the Company,
or any of their respective subsidiaries, divisions, or affiliates; (b)
solicit the sale of any product or service, in competition with
Manugistics, the Company, or any of their respective subsidiaries,
divisions or affiliates, from any person who is, or was at any time
during your employment, a client, customer, or prospective customer of
Manugistics, the Company, or any of their respective subsidiaries,
divisions or affiliates; or (c)&nbsp;induce or attempt to induce any
employee or independent contractor of Manugistics, the Company, or any
of their subsidiaries, divisions, or affiliates, to terminate his or
her employment or consultant relationship in order to enter into
competitive employment or a competitive consulting relationship.
</FONT>


<P align="center"><FONT size="2">2</FONT>
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<P align="left"><FONT size="2"><B>Termination. </B>As set forth above, your employment is on an at-will
basis and, therefore, your employment may be terminated at any time,
for any or no reason. Set forth below are provisions which only relate
to how your compensation, benefits and options will be affected upon
your termination. These provisions are not intended to, and shall not
be read to, affect, in any way, your status as an at-will employee.
</FONT>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">(a)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">You will be conclusively presumed to have become
disabled if you shall have been unable to fully discharge
your responsibilities hereunder for a period of six (6)
consecutive months because of your physical or mental
illness or infirmity, as determined in good faith by
Manugistics based upon your eligibility for long term
disability. Manugistics shall continue to provide you with
all compensation set forth in this Agreement and Benefits
(to the extent permissible under the terms of the plan
governing the Benefit) during the six (6)&nbsp;months preceding
the date on which you shall be deemed to have become
disabled, but not thereafter. In this event, all stock
options which you hold will stop vesting on the date you are
conclusively presumed disabled, and all options which are
vested on the date you are conclusively presumed disabled
shall be exercisable for a period of one (1)&nbsp;year from such
date, after which they shall terminate. All options which
are
not vested on the date you are conclusively presumed
disabled shall be forfeited.

</FONT></TD>
</TR>
</TABLE>


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">(b)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">Should you die while a Manugistics&#146; employee,
Manugistics shall cease providing you with all compensation
and Benefits (except as may be otherwise required under the
terms of the plan governing such Benefit). In this event,
all stock options which you hold will stop vesting on the
date of death and all options which are vested on the date
of death shall continue to be exercisable by your heirs or
estate for a period of one (1)&nbsp;year from your date of death,
after which they shall terminate. All options which are not
vested on your date of death shall be forfeited.</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">(c)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">If Manugistics terminates your employment for any
reason other than Cause or you terminate your employment for
Good Reason, you will receive your base salary and Benefits
(to the extent permissible under the terms of the plan
governing the Benefit) in accordance with Manugistics&#146;
payroll practices for the equivalent of a twelve (12)&nbsp;month
period commencing on your termination date; provided that
your base salary and Benefits (except as may be otherwise
required under the terms of the plan governing the Benefits)
will cease immediately if you begin alternative full-time
employment during this twelve (12)&nbsp;month period. Any period
during which you are receiving, under this subparagraph (c),
your base salary and Benefits is called your &#147;severance
period.&#148; During the severance period, you are not entitled
to earn any bonus or other incentive compensation. All
stock options which you hold will stop vesting on the date
your severance period ends and all options which are vested
on the date your severance period ends shall be exercisable
for a period of thirty (30)&nbsp;days following such date, after
which they shall terminate, provided that if such thirty
(30)&nbsp;day period would commence during a Company imposed
blackout period, then the Company shall extend the exercise
period for a period of thirty (30)&nbsp;days following the
cessation of such Company imposed blackout period. All
options which are not vested on the date your severance
period ends shall be forfeited. The provisions of this
subparagraph are conditioned upon your execution of a
severance agreement and full release of claims provided by
Manugistics and/or the Company in substantially the form
used by Manugistics at the time of the signing of this
letter.</FONT></TD>
</TR>
</TABLE>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">(d)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">If Manugistics terminates your employment for Cause
or you terminate your employment without Good Reason, all
compensation and Benefits (except as may be otherwise
required under the terms of the plan governing the Benefit)
will cease upon your termination. In either of these events, all stock
options which you hold will stop vesting on your date of
termination and all vested options shall continue to be
exercisable for a period of thirty (30)&nbsp;days following
your date of termination, after which they shall
terminate, provided that if such thirty (30)&nbsp;day period
would commence during a Company imposed blackout period,
then the Company shall extend the exercise period for a
period of thirty (30)&nbsp;days following the cessation of such
Company imposed blackout period. In either of the events
listed under this subparagraph (d), all options which are
not vested on your date of termination shall be forfeited.

</FONT></TD>
</table>

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="10%" nowrap align="right"><FONT size="2">(e)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">For the purposes of this Agreement:</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="13%" nowrap align="right"><FONT size="2">(i)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&#147;Cause&#148; shall mean any one or more of
the following, as determined in good faith by
Manugistics, which is not cured by you within ten
(10)&nbsp;days&#146; written notice from Manugistics of its
determination: (a)&nbsp;gross or willful misconduct
injurious to Manugistics, the Company, or any of
their subsidiaries, divisions or affiliates, (b)&nbsp;an
act of dishonesty that has a material adverse impact
on Manugistics, the Company, or any of their
subsidiaries, divisions or affiliates, (c)&nbsp;an act of
insubordination that has a material adverse impact on
Manugistics, the Company, or any of their
subsidiaries, divisions or affiliates; or (d)
conviction of a felony.</FONT></TD>
</TR>
</TABLE>
<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="13%" nowrap align="right"><FONT size="2">(ii)</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&#147;Good Reason&#148; shall mean, as reasonably
determined by you, any of the following events that
are not consented to by you: (a)&nbsp;any substantial
reduction in your Base Salary or bonus opportunity
(as set forth above) that does not apply generally to
substantially all executive officers of the Company
or (b)&nbsp;any change in your title or position from
either of the titles or positions outlined above,
unless such change occurs in connection with a Change
of Control.</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">3</FONT>
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<P align="left"><FONT size="2"><B>Change of Control. </B>In the event that the Company has a change of
control, which is defined as fifty-one percent (51%) of the Company&#146;s
voting stock having a change in ownership: (a)&nbsp;if your
responsibilities are not affected, fifty percent (50%) of your
outstanding options set out above shall immediately vest; (b)&nbsp;if your
responsibilities are significantly diminished or you are actually or
constructively terminated, i.e., your responsibilities no longer
consist of those reasonably associated with the position of President,
one hundred percent (100%) of the outstanding options set out above
shall immediately vest. The number of option shares vesting shall be
determined by multiplying the original number of option shares granted
which are still outstanding by the applicable percentage. A change in ownership of &#147;fifty-one percent (51%) of the
Company&#146;s voting stock&#148; shall mean a change in ownership as a result of
a single purchase or series of related purchases by a single purchaser
or a group of purchasers acting in concert by way of merger,
consolidation or otherwise. The change of control rights granted herein
are in addition to other similar rights granted under the plan under
which the options are granted.
</FONT>

<P align="left"><FONT size="2"><B>Final Determination by Board. </B>This offer is subject to approval by the
Company&#146;s Board of Directors. Except as specifically set forth herein,
all compensation and benefits included as part of this offer will
conform to Manugistics&#146; standard policies, practices and plans. In
the event of any question with regard to the compensation and benefits
described in this letter, the Compensation Committee of the Company&#146;s
Board of Directors will make the final determination with regard to any
interpretation relating to the elements of your compensation package.
</FONT>

<P align="left"><FONT size="2"><B>Other Contingencies. </B>In keeping with Manugistics&#146; policy, all offers
are contingent upon your execution of Manugistics, Inc.&#146;s Conditions of
Employment, the Company&#146;s Insider Trading Policy and Procedures for
Officers and Directors and Manugistics&#146; Employee Code of Conduct.
</FONT>

<P align="left"><FONT size="2">As required by the Immigration Reform and Control Act of 1986, on your
first day of employment you must provide Manugistics with documentation
verifying your eligibility to work in the United States. Acceptable
forms of documentation are described on the enclosed Employment
Eligibility Verification form. Please read this and the enclosed
&#147;Manugistics, Inc. Conditions of Employment.&#148;
</FONT>

<P align="left"><FONT size="2">Dependent on the type of position you are being offered, you may be
required to obtain security clearance to work on specific projects.
Therefore, you consent to completing the necessary background
investigation in order to receive this clearance.
</FONT>

<P align="left"><FONT size="2"><B>Parachute Payments. </B>Payments under this agreement shall be made
without regard to whether the deductibility of such payments (or any
other payments or benefits) would be limited or precluded by Section
280G of the Internal Revenue Code of 1986 (the &#147;Code&#148;) and without
regard to whether such payments would subject you to the federal excise
tax levied on certain &#147;excess parachute payments&#148; under Section&nbsp;4999 of
the Code; <I>provided, however</I>, that if the Total After-Tax Payments (as
defined below) would be increased by the reduction or elimination of
any payment and/or other benefit (including the vesting of your
options) under this agreement, then the amounts payable under this
agreement shall be reduced or eliminated as follows: (i)&nbsp;first, by the
reduction or elimination of any cash payments or other benefits (other
than the vesting of your options) and (ii)&nbsp;second, by the reduction or
elimination of the vesting of your options that occurs as a result of
such Change of Control (as provided above), to the extent necessary to
maximize the Total After-Tax Payments. The determination of whether
and to what extent payments or vesting under this agreement are required to be reduced in accordance with the preceding
sentence will be made by the Company&#146;s independent, certified public
accountant. In the event of any underpayment or overpayment under this
offer agreement (as determined after the application of this
paragraph), the amount of such underpayment or overpayment will be
immediately paid to you or refunded by you, as the case may be, with
interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code. For purposes of this Agreement, &#147;Total
After-Tax Payments&#148; means the total of all &#147;parachute payments&#148; (as
that term is defined in Section&nbsp;280G(b)(2) of the Code) made to or for
the benefit of you (whether made hereunder or otherwise), after
reduction for all applicable federal taxes (including, without
limitation, the tax described in Section&nbsp;4999 of the Code).
</FONT>

<P align="left"><FONT size="2"><B>Modification of the Terms/Conditions of Employment. </B>The terms and
conditions of your employment cannot be modified except by written
agreement, executed by Manugistics, the Company and you.
</FONT>

<P align="left"><FONT size="2"><B>Arbitration. </B>In the event of a dispute concerning the terms and
conditions of employment, the parties agree to binding arbitration by
and under the rules of the American Arbitration Association (&#147;AAA&#148;),
that the arbitration will be conducted before an employee panel in
Maryland, and that Maryland law will apply to all disputes hereunder,
without regard to conflicts of law. In the event of an arbitration,
each party shall pay its/his own fees and expenses, except that you
will bear no more than $100.00 of the AAA costs and expenses. Nothing
in this Agreement shall be read to preclude Manugistics, or the
Company, from proceeding in the state or federal courts of Maryland to
enforce the trade secret clause and/or covenant not to compete
contained herein. You specifically acknowledge that in the case of any
such action, the state and federal courts of Maryland shall have
exclusive jurisdiction over you, and you agree not to object to
proceeding in the courts of Maryland on jurisdictional or venue
grounds.
</FONT>



<P align="center"><FONT size="2">4</FONT>
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<P align="left"><FONT size="2"><B>Choice of Law. </B>This Agreement will be governed by and interpreted in
accordance with the laws of the state of Maryland, and both parties
consent to the jurisdiction and venue in the courts of the state of
Maryland.
</FONT>

<P align="left"><FONT size="2"><B>Severability. </B>If, for any reason, any section or portion of this
Agreement shall be held to be invalid or unenforceable, it is agreed
that this determination shall not affect the enforceability of any
other section or portion of this Agreement.
</FONT>

<P align="left"><FONT size="2"><B>Acknowledgement. </B>You hereby acknowledge and agree that Manugistics and the
Company shall have sole discretion with respect to all decisions and plans that
may affect their businesses including, but not limited to, expenditures or
commitment of resources for such areas as staffing, marketing, and/or
technical/product development.
</FONT>

<P align="left"><FONT size="2"><B>Entire Agreement. </B>This offer letter constitutes the entire agreement
between the parties regarding the subject matters addressed herein and
there are no other agreements, understandings, restrictions, warranties
or representations between the parties relating to those subject matters. This Agreement
supercedes all prior agreements, understandings, discussions, and
negotiations relating to those subject matters.
</FONT>

<P align="left"><FONT size="2">Please signify your acceptance by signing this letter, completing the
enclosed paperwork and returning these documents to Human Resources.
This offer of employment expires 7&nbsp;days from the date of this letter.
In keeping with Manugistics&#146; policy, all offers are contingent upon
successful completion of employment references.
</FONT>

<P align="left"><FONT size="2">We look forward to your joining Manugistics on June&nbsp;23, 2003, and are
confident that the association will be mutually rewarding. There will
be a new employee orientation conducted that will review our processes,
procedures and standards.
</FONT>

<P align="left"><FONT size="2">Sincerely,
</FONT>
<P align="left"><FONT size="2">Manugistics Group, Inc.
</FONT>
<P align="left"><FONT size="2">Manugistics, Inc.
</FONT>
<P align="left"><FONT size="2">/s/ Gregory J. Owens
</FONT>
<P align="left"><FONT size="2">Gregory J. Owens
</FONT>
<P align="left"><FONT size="2">Chairman of the Board
</FONT>
<P align="left"><FONT size="2">Chief Executive Officer
</FONT>
<P align="left"><FONT size="2">Enclosures
</FONT>
<P align="left"><FONT size="2">Accepted by:
</FONT>
<P align="left"><FONT size="2">/s/ Jeremy P. Coote
</FONT>
<DIV align="left">
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><HR size="1" noshade align="left" width=40%></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Name: Jeremy P. Coote</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Date: June&nbsp;20, 2003</FONT></TD>
</TR>
</TABLE>
</DIV>



<P align="center"><FONT size="2">5</FONT>
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