EXHIBIT 10.44(c)
MANUGISTICS GROUP, INC.
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT
This Stock Option Agreement, dated as of December 6, 1999 is by and
between Manugistics Group, Inc., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxxxxx, an individual with an address at 0000 Xxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the "Employee").
BACKGROUND
Employee was employed by the Company as its Executive Vice President
pursuant to the terms of that certain letter agreement dated June 3, 1999
between Employee and the Company (the "Employment Letter"). In order to provide
the Employee with a direct proprietary interest in the future success of the
Company and to encourage the Employee to achieve maximum performance with the
Company, the Company agreed as provided in the Employment Letter, to grant to
the Employee an option to purchase 30,000 shares of Common Stock of the Company
(the "Additional Option"), on the terms and subject to the conditions set forth
therein. The Employment Letter provides that all compensation and benefits
provided thereunder will conform to the Company's standard policies, practices
and plans, and that the Compensation Committee of the Board of Directors shall
make the final determination with regard to any interpretation relating to
elements of the Employee's compensation package. The Compensation Committee has
determined that, under the terms of the Employment Letter, as interpreted in
light of the company's policies and practices, the Employee is entitled to
receive the Additional Option as of the date hereof and that such Additional
Option shall be exercisable at a price of Twenty-One and three-sixteenths
Dollars ($21.1875) per share.
1
NOW, THEREFORE, in view of the foregoing, and in consideration of the
promises herein contained, and each intending to be legally bound hereby, the
parties agree as follows:
1. Grant of Option; Payment of Exercise Price.
a. The Company hereby grants to the Employee the right and option
to purchase under the terms and conditions set forth below, 30,000 shares of the
Company's common stock, (the "Shares"), at a price of Twenty-One and
three-sixteenths Dollars ($21.1875) per share (the "Purchase Price") payable as
set forth below (the "Option").
b. The Option may be exercised, in whole or in part at any time
and from time to time as to a minimum of 50 shares or if fewer, the total number
of shares subject to the Option, by giving written notice of exercise to the
Company specifying the number of Shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price, plus any required federal,
state and/or local withholding taxes, in cash, or in shares of common stock of
the Company already owned by the Employee with such shares valued at their Fair
Market Value. For such purposes, "Fair Market Value" shall be defined as the
closing price of the common stock of the Company on the day immediately
preceding the exercise date as reported on the Nasdaq System. The Employee may
also simultaneously exercise the Option (or a part thereof) and sell all or part
of the Shares thereby acquired pursuant to any arrangement then in effect
between any broker and the Company, and to use the proceeds from such sale to
pay the exercise price and withholding taxes.
2
2. Terms and Exercise of Option.
a. The Option shall have a term of ten years from the date hereof,
and shall vest immediately on the date hereof. The Option may only be exercised
during the ten year term hereof.
b. In no event may this Option be exercised after the expiration
of the ten year term hereof. Except as provided in this Paragraph 2(b), no
portion of this Option may be exercised unless the Employee is employed by the
Company at the time of exercise, and may only be exercised by the following
persons, under the following conditions, and in all cases subject to all
provisions of this Option Agreement, and all applicable laws, rules and
regulations: (i) by the Employee, (ii) by the Employee's permitted transferees
as provided below in Paragraph 2(c), (iii) if the Employee shall become disabled
or die, and shall not have fully exercised the Option, by the Employee or by the
executors or administrators of the Employee or by any person or persons who
shall have acquired the Option directly from the Employee by bequest or
inheritance, but only within one year of the date of death or disability, (iv)
by the Employee in the event that the Employee's employment with the Company is
terminated without cause by the Company, but only within three months after such
date of termination of employment; or (v) by the Employee in the event that the
Employee's employment with the Company is terminated voluntarily by the Employee
or with cause by the Company, but only within one month after such date of
termination of employment.
3
c. Except as provided herein, no part of this Option, and no right
or interest therein, shall be (i) assignable, alienable or transferable by the
Employee, except by will or the laws of descent and distribution, or (ii)
subject to any obligation, or the lien or claims of any creditor, of the
Employee, or (iii) subject to any lien, encumbrance or claim of any party made
in respect of or through the Employee, however arising. During the lifetime of
the Employee, this Option is exercisable only by, and the Shares issued upon the
exercise of this Option will be issued only to the Employee, his permitted
transferees, or his legal representative. Notwithstanding the foregoing, the
Employee may transfer all or a portion of this Option; provided, that in no
event shall any transfer be made to any person or persons other than the
Employee's parents, spouse or other life partner, children or grandchildren,
siblings, or children of siblings, or a trust for the exclusive benefit of one
or more such persons, which transfer must be made as a gift and without any
consideration, or 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. This Option and the Employee
shall continue to be subject to the same terms and conditions as were in effect
immediately prior to such permitted transfer. The Employee shall remain
responsible to the Company for the payment of all withholding taxes incurred as
a result of any exercise of this Option. In no event shall any permitted
transfer of this Option create any right in any party in respect of this Option,
other than the right of the permitted transferee to exercise this Option to the
extent the Employee could have exercised this Option had such transfer not
occurred.
4
3.Recapitalization. Subject to any required action by the stockholders
of the Company, the number of Shares which may be purchased at any time under
the Option, and the price per share therefor, shall be proportionately adjusted
for any increase or decrease in the number of outstanding shares of the common
stock of the Company resulting from a subdivision or consolidation of shares or
the payment of a stock dividend (but only on the common stock) or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company, such that, upon exercise of the Option from time
to time thereafter, the Employee shall be entitled to receive such number of
Shares as he would have received had the Option been exercised prior to such
action.
4. Consolidation; Merger; Dissolution and Conversion.
a. Subject to any required action by the shareholders of the
Company, if the Company shall be the surviving corporation in any merger or
consolidation, while any part of this Option remains unexercised, such
unexercised part of this Option shall pertain to and apply to the securities to
which a holder of the number of Shares subject hereto would have been entitled
(i.e., the Employee shall be entitled to purchase such number of securities as
he would have received had this Option been exercised prior to such merger or
consolidation).
b. In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of all of its authorized
shares with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be Shares within the meaning of this Option.
5
5. Notice of Exercise. The Option shall be exercisable upon the
Employee giving (a) written notice to the Company of such exercise specifying
the number of Shares to be purchased, (b) payment of the Purchase Price of the
Shares being purchased and any applicable withholding taxes as provided in
Paragraph 1(b) above, and, subject to applicable federal and state securities
laws, shall be effective upon actual receipt of the foregoing (a) and (b).
6. Failure to Exercise. If the Employee fails to exercise any part of
the Option in accordance with the terms of this Agreement within the period set
forth in Paragraph 2(a) above, then such part and all rights attached thereto
shall automatically and immediately terminate without notice. This Agreement
does not impose any obligation on the Employee to exercise the Option or any
part hereof nor does it modify the other terms of Employee's employment set
forth in the Employment Letter. The Employee shall have no rights as a
stockholder of the Company with respect to the Shares covered by the Option
unless and except to the extent that the Option shall have been validly
exercised.
7. Notices. Any and all notices or other writings, which are required
to be served, or which may be served under the provisions of this Agreement,
shall be in writing, and shall be sufficiently served if delivered personally or
mailed by registered or certified mail (return receipt requested), postage
prepaid, to the parties at the addresses set forth on the first page of this
Agreement, or at such other address for a party as shall be specified by like
notice; provided, that notices of a change of address shall be effective only
upon receipt thereof. If mailed as aforesaid, three (3) days after the date of
mailing shall be the date notice shall be deemed to have been received.
6
8. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof, and
supersedes all prior and contemporaneous agreements, understandings and
discussions, whether written or oral between the parties and may be amended only
by a written document signed by the parties hereto.
9. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware, without reference to principles of
conflicts of laws.
10. Headings. The headings and captions contained herein are for
convenience only and shall not control or affect the meaning or construction of
any provision hereof.
11. Corporate Action. No provision of this 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 this Option, and neither the Employee or the Employee's
estate, personal representative, beneficiary or permitted transferee shall have
any claim against the Company as a result of taking such action.
IN WITNESS WHEREOF, the patties hereto have executed this Option on the
day and year first above written.
[SIGNATURES APPEAR ON NEXT PAGE]
7
MANUGISTICS GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Title:SR VP and General Counsel
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxx
8
