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Termination of Employment Agreement - Manugistics Inc. and Ken Thompson

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


Date Presented: May 25, 1999

This Termination of Employment Agreement ("Agreement") is entered into by
Manugistics, Inc. ("Manugistics") and Ken Thompson ("you") who has been employed
since July, 1983. It is acknowledged that your last day of work will be May 28,
1999.. 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 after your last day worked will only
be made after there has been a signed agreement between the parties. The parties
agree to the following terms:

1.   Termination Date.

     Your Severance Period will begin on May 29, 1999 and continue through
February 25, 2000. You will not be required to perform company work during your
Severance Period except as otherwise noted in this Agreement. You will receive
your current base pay and benefits during the period May 30, 1999 through
November 26, 1999, a period of twenty six (26) weeks. You will receive Severance
pay during this twenty six (26) week period even if you should secure employment
with another employer. Your period of severance will continue from November 27,
1999 and through February 25, 2000 without pay and benefits except as provided
for in paragraph 1a. of the AGREEMENT.

Your termination of employment from Manugistics will be effective as of close of
business on your Termination Date, February 25, 2000. You will vest stock
options through your Termination Date.

1a.  Extension of Severance Period with Pay and Benefits.

     In the event you have not begun full time professional employment with
another employer by November 27, 1999, your severance pay and benefits will be
continued through February 25, 2000 (maximum 13 weeks), or until professional
employment begins with another employer, whichever occurs first. Occasional
"spot" consulting will not be considered professional employment under the terms
of paragraph 1a.

2.   Reason for Termination.

     It is mutually agreed by the parties that you have resigned your employment
     with Manugistics in order to secure employment that is more aligned with
     your career objectives and philosophy. Effective June 1, 1999, or sooner if
     directed by the CEO, you will discontinue your official duties and
     responsibilities as Executive Vice President of Manugistics, member of EXEC
     and officer of Manugistics.

3.   Severance Pay.

     a.  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

     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. However, the terms of those Plans shall control
     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 must have been 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. Severance payments made to you
     include all vacation, holiday entitlements and fully satisfy any claim you
     may have for such benefit entitlements.

     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 $215.91 per month for Employee only, $481.14
     per month for Employee plus one dependent, or $630.83 per month for Family
     coverage); HMO, (approximately $184.29 per month for Employee only, or
     $497.60 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. Based on your
     performance to date, you are eligible for reemployment with Manugistics
     should a suitable opportunity exist.

     d.  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.

     e.  To assist you in your job search, you may retain your notebook
     computer. Please provide the Manugistics equipment number or serial number.
     Your AT&T company calling card will be deactivated as of June 1, 1999.
     During your Severance Period, you will be entitled to reimbursement of up
     to $500 for long distance telephone calls, and to defray other job search
     costs, that are required in your search for employment. Submit expense
     reports to HRD for reimbursement in no less than $100 increments. To be
     paid, expense reports must be submitted no later than 30 days following
     your Termination Date.

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 current voicemail and email shall continue until
     July 1, 1999. Effective July 1, 1999, 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 new voice
     mailbox , may be deactivated at the discretion of the company or at your
     request. You agree to remove your personal property from and leave
     Manugistics premises, during regular Manugistics' business hours, on or
     before June 15, 1999 unless there is mutual agreement to extend this period
     of time.

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 employment.

     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 forty five (45) days from the
     date 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

8.   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 the CEO. Manugistics
     agrees to act in good faith and not to make disparaging remarks about you.


     The press release announcing the employee's termination from Manugistics
     must be jointly approved in advance by the employee and Manugistics.

9.   Noncompete.

     For three (3) months after Manugistics is obligated to make payments under
     paragraph 1a of the Agreement, you agree not to directly or indirectly:

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

     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 employment with Manugistics, or any
     person or business to whom Manugistics had proposed future service within
     the three (3) month period prior to May 28, 1999. 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. Under the terms
     of paragraph 9 b., direct competition organizations are limited to 12, the
     supply chain practice of SAP, Logility, J.D. Edwards, Synquest and Paragon.

     c.  Seek or accept employment with I2, SAP, Logility, J.D. Edwards,
     Synquest and Paragon. 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.

     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.

     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.

10.  Reaffirmation of Your Obligations.

     You also agree to be available by telephone and in person until Termination
     Date to the extent that Manugistics reasonably finds such necessary.
     Questions you receive concerning the daily business affairs of Manugistics,
     including questions from customers of Manugistics, should be promptly
     referred to the CEO or his designee.

     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 payments and benefits as noted in this Agreement or elsewhere,
     are subject to your full compliance with the Manugistics Code of Conduct
     and Conditions of Employment.

11.  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.

12.  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.

13.  Acknowledgment of Understanding.


 This Agreement is agreed to and accepted by:

YOU:                                  MANUGISTICS:

By: /s/ Kenneth Thompson              By: /s/ Carl Di Pietro
(Signature)                           (Signature)

Print Name: Kenneth Thompson          Print Name: Carl Di Pietro

Title: Executive Vice President       Title: Director, Human Resources

Date Signed: 5/20/99                  Date Signed: 5.26.99