Payment

You are paying Manugistics the par value for the Restricted Stock as of the Date of Grant.

Restrictions
and
Forfeiture

You may not sell, assign, pledge, encumber, or otherwise transfer any interest (“Transfer”) in a share of Restricted Stock until the share is vested. Any attempted Transfer that precedes the Date of Vesting (as set forth in Exhibit A) is invalid.

Unless the Administrator (generally the Compensation Committee of the Board of Directors) determines otherwise at any time or Exhibit A provides otherwise, if your service with Manugistics (and its subsidiaries) ends for any reason before all of your shares of Restricted Stock are Vested, then you will forfeit your unvested shares to the extent that they do not otherwise vest as a result of the termination of your employment. The forfeited shares of Restricted Stock will then immediately revert to Manugistics. You will receive no payment for Shares that you forfeit.

Vesting
Schedule

Assuming you remain an employee of (or director of) Manugistics, its subsidiaries, or its affiliates, all restrictions under Restrictions and Forfeiture will lapse on the Restricted Stock as set forth on Exhibit A and they will become “Vested,” and you will be able, subject to normal securities limitations, to sell the Shares.

Possession

While unvested, the Restricted Stock will be held by an agent or service provider designated by Manugistics. After Vesting, Manugistics will direct the transfer of Shares to you using share certificates or other indicia of ownership.

Additional
Conditions
to Receipt

Manugistics may postpone issuing and delivering any Shares for so long as Manugistics determines to be advisable to satisfy the following:

its completing or amending any securities registration or qualification of the Shares or its or your satisfying any exemption from registration under any Federal or state law, rule, or regulation;

its receiving proof it considers satisfactory that a person seeking to receive the Shares after your death is entitled to do so;

your complying with any requests for representations under the 1998 Plan; and

your complying with any federal, state, or local tax withholding obligations.

Taxes and
Withholding

Receipt of the Grant has tax consequences for you. You will be taxable on the Shares as they become Vested at their future value at the Date of Vesting in accordance with applicable law.

You must arrange for payment of the withholding taxes and/or confirm that Manugistics is arranging for appropriate withholding.

Additional
Representations
from You

If you receive Restricted Stock at a time when Manugistics does not have a current registration statement (generally on Form S-8) under the Act that covers issuances of shares to you, you must comply with the following before Manugistics will release the Shares to you. You must —

represent to Manugistics, in a manner satisfactory to Manugistics’ counsel, that you are acquiring the Shares for your own account and not with a view to reselling or distributing the Shares; and agree that you will not sell, transfer, or otherwise dispose of the Shares unless:

a registration statement under the Securities Act of 1933 (the “Act”) is effective at the time of disposition with respect to the Shares you propose to sell, transfer, or otherwise dispose of; or

Manugistics has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.

Additional
Restriction

You will not receive the Shares if issuing the Shares would violate any applicable federal or state securities laws or other laws or regulations.

No Effect on
Employment
or Other
Relationship

Nothing in this Agreement restricts Manugistics’ rights or those of any of its affiliates to terminate your employment or other relationship at any time, with or without cause. The termination of employment or other relationship, whether by Manugistics or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences

provided for under the 1998 Plan and any applicable employment or severance agreement or plan.

Governing Law

The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws.

Notices

Any notice you give to Manugistics must follow the procedures then in effect. If no other procedures apply, you must send your notice in writing by hand or by mail to the office of Manugistics’ Secretary (or to Manugistics’ Chief Financial Officer if you are then serving as Secretary). If mailed, you should address it to Manugistics’ Secretary (or the Manugistics’ Chief Financial Officer) at Manugistics’ then corporate headquarters, unless Manugistics directs participants to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. Manugistics and the Administrator will address any notices to you at your office or home address as reflected on Manugistics’ personnel or other business records. You and Manugistics may change the address for notice by like notice to the other, and Manugistics can also change the address for notice by general announcements to participants.

Legends

Manugistics will endorse on all certificates (if any) representing any Shares of Manugistics subject to the provisions of this Agreement legends in substantially the following forms (in addition to any other legend that other agreements among the parties may require):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.”

Additional legends may be placed on the Shares to comply with applicable blue sky laws and/or if the parties agree that certain additional legends must be placed on the certificates.

1998 Plan Governs

Wherever a conflict may arise between the terms of this Agreement and the terms of the 1998 Plan, the terms of the 1998 Plan will control.

MANUGISTICS GROUP, INC.

Date:

By:

Name:

Title:

Date:

Signature

Name:

Recipient Information:

Name:

S.S.N.:

Signature:

Grant Information:

Restricted Shares:

Date of Grant:

Total Value of Shares at Date of Grant:

Par Value Payment:

Vesting Schedule:

Subject to the requirement that you be employed by Manugistics Group, Inc. and its subsidiaries (the “Company”) (or be a member of the Board of Directors of the Company (the “Board”) immediately before the relevant event, this Grant will be fully nonforfeitable (“Vested”) as of the earliest of

(i)            November 1, 2006 (the first anniversary of the date of grant);

(ii)           the date of a “Change in Control” (as defined in Exhibit B); or

(iii)          the date of your resignation for “Good Reason” or the Company’s involuntary termination of your employment other than for “Cause” (both as defined in Exhibit B) (each of (i), (ii) and (iii) above constituting a “Date of Vesting”).

Grant Expiration Rules:

Except as provided above, you will forfeit any unvested portions of this Grant immediately on the later of the date you cease to be employed (or, if later, a member of the Board) or cease to be entitled to severance payments. Ceasing to be employed for this purpose includes death and termination as a result of disability.

Parachute Treatment:

If the vesting of this Grant would subject you to the federal excise tax on “excess parachute payments” under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the vesting will be treated as provided under Exhibit C.