0001104659-06-001263 Sample Contracts

Form of Award Agreement – Supplemental Retention Program To:
Retention Bonus Agreement • January 9th, 2006 • Manugistics Group Inc • Services-prepackaged software

On November 1, 2005, the Board of Directors (the “Board”) of Manugistics Group, Inc. (the “Company”) approved retention awards for certain employees whose continued commitment and contributions are key to the Company’s success. Accordingly, we are extending to you the following retention bonus opportunities under the Supplemental Retention Program:

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Manugistics Group, Inc. Amended and Restated 1998 Stock Option Plan Restricted Stock Bonus Agreement Supplemental Retention Program
Restricted Stock Bonus Agreement • January 9th, 2006 • Manugistics Group Inc • Services-prepackaged software

Manugistics Group, Inc. (“Manugistics”) has granted you (the “Grant”) under its Amended and Restated 1998 Stock Option Plan (the “1998 Plan”) the number of shares of Manugistics common stock (the “Shares”) set forth on Exhibit A to this Agreement, subject to certain restrictions specified below in Restrictions and Forfeiture. (While subject to the restrictions, this Agreement refers to the Shares as “Restricted Stock.”)

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