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Termination of Employment Agreement - Manugistics Inc. and David Roth

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                               Manugistics, Inc.
                            2115 E. Jefferson Street
                           Rockville, Maryland 20852


Date Presented:  November 11, 1998

This Agreement will be withdrawn if not accepted by you, in writing, and
delivered to Manugistics by close of business December 2, 1998.

This Termination of Employment Agreement ("Agreement") is entered into by
Manugistics, Inc. ("Manugistics") and David Roth ("you") who has been employed
since October 10, 1994. It is acknowledged that you will terminate your
employment relationship with Manugistics as of close of business, February 19,
1999 ("Termination Date"); and both you and Manugistics agree to set forth the
terms and conditions upon which the employment relationship is to be terminated.
You also agree that you have received valuable and sufficient consideration for
entering into this Agreement. Any payment made by Manugistics will only be made
after there has been a signed agreement between the parties. The parties agree
to the following terms:

1.  Termination Date.

    To the best of your ability, you will be expected to perform you job duties,
    or those assigned to you by your manager, for the period beginning November
    9, 1998 and ending close of business, November 27, 1998. This period of time
    is called your "work-out period". Your Severance Period will begin on
    November 28, 1998 and end, close of business February 19, 1999. You will not
    be required to perform company work during your Severance Period except as
    otherwise noted in this Agreement. You will receive pay during the Severance
    Period specified in this paragraph, even if you should secure employment
    with another employer during this Severance Period. During the Severance
    Period, you should spend your time in pursuit of other employment.

    Your termination of employment for other employment opportunities will be
    effective as of close of business on the Termination Date.

1a. Extension of Termination Date and Severance Period.

    In the event you have not begun full time professional employment with
    another employer by February 19, 1999, and you have made a good faith effort
    to secure such employment, your Termination Date will no longer be
    considered February 19, 1999. Rather, your Severance Period and Termination
    Date will be extended until May 14, 1999, or until professional employment
    begins with another employer, whichever occurs first.

2.  Reason for Termination.

    It is mutually agreed by the parties that you will resign your employment
    with Manugistics in order to secure employment that is more aligned with
    your career objectives and philosophy. Announcement of your resignation from
    Manugistics will be at a time and in a manner agreeable to the parties, but
    before November 23, 1998.

3.  Severance Pay.

    a.  During this Severance Period, you will receive a total of up to 24 weeks
    of salary. Severance paychecks will be issued according to Manugistics'
    regular payroll procedures. As part of severance payment, you agree to
    provide reasonable transition assistance to Manugistics during the severance
    period. Any earned but unused vacation will be paid to you in the paycheck
    you receive from Manugistics following your Termination Date. To assist you
    in your job search (resume prep/printing, secretarial services, etc.),
    $1000. will be paid to you through our payroll system in the first full pay
    period in your Severance Period. Receipts for expenses will not be required.
    You will also be entitled for up to four (4) one hour coaching sessions with
    a professional career transition consultant selected by Manugistics.

    b.  Manugistics may offset against any amounts due to you under this
    Severance Agreement: (a) all amounts due from you to Manugistics; and (b)
    the value of any property of Manugistics that is in your possession which is
    not returned to Manugistics by the Severance Date.

4.  Benefits.

    a.  You will receive all the benefits of employment with Manugistics that
    you have in force as of the date of this Agreement. These benefits will
    continue through your Termination Date, unless this Agreement specifically
    provides otherwise. This Agreement will not affect any rights or obligations
    you have otherwise accrued under Manugistics benefit plans, including
    Manugistics Insurance Plans, and the Manugistics, Inc. 401(K) Retirement
    Savings Plan. The terms of those Plans shall control concerning the
    termination of benefits under those plans. You will be eligible for Short
    Term Disability and Good Health Subsidy until your Severance Period begins.
    The Employee Assistance Plan (1-800-225-8451) is available to you for six
    months following your Termination Date. PC Subsidy and Tuition Assistance
    had to be approved by HRD prior to the date of this letter to be considered.
    You may be eligible for unemployment compensation benefits to the extent
    state law allows.

    b.  Following your Termination Date, you will be able to continue your
    company health insurance plan as set forth under COBRA. To be eligible, you
    must complete a timely COBRA application for coverage. Under COBRA law you
    will be eligible for at least 18 months of coverage. You will be responsible
    for payment of the full premium and administrative costs: Standard Plan
    (approximately $196.28 per month for Employee only, $437.40 per month for
    Employee plus one dependent, or $573.48 per month for Family coverage); HMO,
    (approximately $147.86 per month for Employee only, or $399.21 per month for
    Family coverage). Insurance premiums are subject to change as such changes
    would apply to other employees.

    c.  On request, Carl Di Pietro will meet with you regarding employment
    sources and otherwise provide employment counseling. A $10,000 retroactive
    pay increase will be paid in consideration of a salary pay increase
    scheduled for May, 1998. Such retroactive payment will be made in the first
    full pay period in your Severance Period. Benefits provided after the May
    date will reflect this pay increase. Based on your performance to date, you
    are eligible for reemployment with Manugistics should a suitable opportunity
    exist. You will prepare a reference template that will be shared by
    Manugistics management with prospective employers and/or their
    representatives. The contents of the reference template will be agreed upon
    by the parties and reflect accurate performance statements.

    d.  You will be paid up to $10,000 for non financial FY99 incentive bonus
    objectives that have been completed to the satisfaction of your Manager, Joe
    Broderick. This payout will be made in accordance with the provisions of
    your FY99 plan.

    e.  You may attend the Boston AMR conference on November 17/18, 1998.
    Manugistics will reimburse you for conference registration and reasonable
    travel expenses. The issue of whether or not you will attend as a
    Manugistics employee will be agreed upon with Joe Broderick.

    f.  You will be required to exercise vested stock options that may be due
    you within thirty (30) days following your Termination Date, or such options
    will be forfeited.

5.  Condition Precedent.

    All obligations of Manugistics under this Agreement are conditioned upon
    your compliance with your obligations herein.

6.  Termination Procedure.

    a.  You will comply with the duties and responsibilities noted in
    Manugistics' termination procedures set forth in the on-line Employee
    Encyclopedia and which the parties agree are a part of this Agreement. These
    duties and responsibilities include, but are not limited to, returning
    licensed manuals, proprietary information, computer equipment/software,
    office keys, access cards, credit cards and paying off Diner's Club in full.
    Your computer access shall continue until the close of business on the
    Severance Date or discontinued sooner as determined by your manager. You
    agree to remove your personal property from and leave Manugistics premises,
    during regular Manugistics' business hours, on or before the Severance Date.
    Manugistics will provide you with a new voice mailbox so that you can
    receive employment related calls from outside the Company. On or before your
    Termination Date, the voice mailbox will be deactivated at the discretion of
    the company.

    b.  You will be permitted to continue to use the Manugistics' laptop
    computer that has been assigned to you through your Termination Date or
    until you secure other employment, whichever occurs first.

7.  Release of Claims.

    a.  Employee Release.  You hereby release Manugistics and its directors,
    officers, and employees from past and present claims based on acts or
    omissions occurring before and as of today's date. These include, but are
    not limited to, claims for salary, benefits, commissions and damages which
    are directly or indirectly related to your employment by Manugistics or the
    termination of your employment.

    b.  Manugistics Release.  Manugistics and its directors, officers,
    successors, agents and attorneys hereby release you and your heirs,
    administrators, executors, representatives, agents and attorneys from past
    and present claims based on acts or omissions occurring before and as of
    today's date. These include, but are not limited to, breach of contract,
    breach of duties, personal injury or torts, which are directly or indirectly
    related to your employment by Manugistics or the termination of your

    c.  Limitation of Releases.  The releases in this Section apply to your
    employment or termination of your employment, but do not apply to claims for
    breach of this Agreement.

    d.  In consideration of the severance benefits paid to Employee pursuant to
    this Agreement, the Employee hereby releases Employer from any claims under
    the Age Discrimination in Employment Act which arose prior to the execution
    date of this Agreement. Employee

    should discuss any questions concerning this waiver with an attorney of
    Employee's choice prior to executing this Agreement. Employee shall have a
    period of twenty one (21) days from the date of presentment of this
    Agreement within which to consider this Agreement or amendments thereto.
    Employee may revoke this Agreement for a period of seven (7) days following
    its execution, and this Agreement shall not be effective or enforceable
    until such seven-day revocation period has expired.

8.  Indemnification

    Notwithstanding anything to the contrary in Section 7, as provided in this
    Section 8, Manugistics agrees that Employee shall be indemnified to the
    maximum extent allowed under Article XI, Sections 1-5 and 8, Manugistics
    Group, Inc.'s By-Laws (the "By-Laws") against any suit or claim now or
    hereafter brought against the Employee (including Shareholder class action
    suits). Pursuant to the By-Laws Article XI, Section 5, entitled "Advancement
    of Expenses", Manugistics agrees that it shall propose to the Board of
    Directors of Manugistics Group, Inc., at the January, 1999 Quarterly Meeting
    that the Board approve the advancement of expenses for any action, suit or
    proceeding resulting from actions taken or omissions made by Employee in
    good faith and in a manner he reasonably believed to be in, or not opposed
    to, the best interests of Manugistics. The indemnification and advancement
    of expenses provided for in this Section 8 shall apply to any suit or claim
    arising out of acts taken or missions made by Employee during the period
    commencing with the first day of Employee's employment with Manugistics and
    ending on the earlier of: (i) Employee commencing employment with another
    party; or (ii) May 14, 1998.

9.  Noninterference.

    You agree to maintain a cooperative attitude toward Manugistics, not to
    disrupt Manugistics ongoing business, and not to make disparaging remarks
    about Manugistics. You agree to act in good faith in your conduct and to
    refrain from any involvement in the business affairs of Manugistics except
    as provided in this section or expressly directed by your manager. You also
    agree to be available by telephone and in person until Termination Date to
    the extent that Manugistics reasonably finds such necessary. If you receive
    any questions concerning the daily business affairs of Manugistics after the
    Severance Date (or sooner if instructed by your manager), including
    questions from customers of Manugistics, you agree to promptly refer them to
    your manager. Manugistics agrees to act in good faith and not to make
    disparaging remarks about you, your performance, or your character.

10. Noncompete.

    For one (1) year after Manugistics makes the last payment under this
    agreement, you agree not to directly or indirectly:

    a. Solicit, attempt to solicit or contact for the purpose of soliciting (for
    you or for any other person or business) any employee of Manugistics.

    b. Solicit, attempt to solicit or contact for the purpose of soliciting (for
    you or for any other person or business) any person or business which was a
    customer of Manugistics during your employment by Manugistics, or any person
    or business to whom Manugistics had proposed future service within the one
    (1) year period prior to your Termination Date. The solicitation
    restrictions of this paragraph apply to you if you are associated with or
    representing, directly or indirectly, any interest with products and
    services that are in direct competition with Manugistics.

    c.  Seek or accept employment with a person or business which is a
    competitor of Manugistics, if the employment is directly or indirectly
    related to the types of services made that you provided to Manugistics,
    without your prior notice to and your receipt of the written consent of
    Manugistics. Only I2 and SAP are considered competitors under the terms of
    this paragraph. Once you have decided on a new employer, you agree to notify
    Manugistics' Director of Human Resources, in writing, with the employer's
    name and address, date of employment, your new job title and a brief
    description of job duties.

    You understand that you cannot disclose any confidential information and/or
    trade secrets of Manugistics as set out in your Conditions of Employment or
    applicable law. Breach of any of the obligations in the Code of Conduct or
    Conditions of Employment are deemed a breach of this AGREEMENT for purposes
    of Section 6.c.

    d.  Both parties agree that your consent to your obligations under this
    Noncompete Section is an important consideration for Manugistics to enter
    into this Agreement and that these obligations are meant to protect
    Manugistics confidential information which is a valuable asset and could be
    used by its competitors to Manugistics detriment. You understand the value
    of this provision to Manugistics, and you also agree that Manugistics may
    not be able to fully protect its rights through money damages. Therefore,
    you understand that Manugistics may seek injunctive relief in order to
    ensure that this provision is enforced. If a court with proper jurisdiction
    finds that this provision is too broad, both parties agree that the court
    may limit it so that it may be enforced to the fullest extent possible.

11. Reaffirmation of Your Obligations.

    You agree to reaffirm the obligations under the Manugistics Employee Code of
    Conduct and the Manugistics Conditions of Employment to which you have been
    bound since your first day of employment by Manugistics. Receipt of
    Manugistics benefits as noted in this Agreement or elsewhere, are subject to
    your full compliance with the Manugistics Code of Conduct and Conditions of

12. Entire Agreement.

    This Agreement is the entire agreement between the parties with regard to
    your employment with Manugistics, and the termination of your employment,
    and supersedes all previous communications between you and Manugistics
    relating to your employment or termination.

13. Confidentiality.

    You hereby agree to keep the terms of this Agreement confidential and not to
    disclose this Agreement with anyone other than your tax or legal advisors,
    without Manugistics' consent which will not be unreasonably withheld.
    Manugistics will only disclose the terms of this Agreement to its tax and
    legal advisors and those Manugistics employees whose position reasonably
    requires such knowledge.

14. Acknowledgment of Understanding.


    This Agreement is agreed to and accepted by:
    YOU:                                   MANUGISTICS:

    By:  ______________________________    By:  _____________________________
    Print Name: _______________________    Print Name: ______________________
    Title:  ___________________________    Title: ___________________________
    Date Signed:  _____________________    Date Signed: _____________________