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subsequent employment; thereafter, Executive may elect to purchase continued group health insurancecoverage under COBRA at his own expense;          (f) outplacement assistance at the Company’s expense and reimbursement of outplacement and jobsearch expenses (including, without limitation, travel expenses, recruiter fees, outplacementconsultant fees, administrative expenses, etc.), provided, that the cost to the Company of suchassistance and reimbursement of such expenses shall not exceed $10,000;          (g) Section 7.5 of the Employment Agreement, Federal Excise Tax under Section 4999 of theCode, shall survive and continue to be effective, to the extent applicable, to payments toExecutive under this Agreement. For the avoidance of doubt, this subsection (h) shall not implythat this Agreement is related to a change in control.In the event of any material breach by Executive of any of the provisions of this Agreement,Executive shall not be entitled to receive any payments or benefits under this Paragraph 3, and hisfailure to receive any of these payments and/or benefits as a result of his material breach shallnot affect or impair the validity of the remainder of this Agreement, including, but not limitedto, Paragraphs 4 through 10. Executive acknowledges and agrees that he shall not be entitled toany payments or benefits from the Company other than those expressly set forth in this Paragraph 3or as otherwise provided pursuant to the terms of any applicable employee benefit plan orindemnification agreement.4. In consideration of the payments and benefits described in Paragraph 3, Executive has executedthe Release Agreement. Notwithstanding the executed Release Agreement, it is expressly understoodthat this release does not apply to, and shall not be construed as, a waiver or release of anyclaims or rights that cannot lawfully be released by private agreement, including any applicablestatutory indemnity rights under Delaware law.5. As further consideration of the payments and benefits described in Paragraph 3, Executive agreesfor the two-year period following the Effective Date (the ***“Covenant Period”***) on the following:          (a) Executive will not directly or indirectly, whether as an owner, director, officer,manager, consultant, agent or employee work for any of the following companies or any entity thatsucceeds to any part of the business of any of the following companies that is in competition withthe Company: i2 Technologies, Logility, Inc., Manhattan Associates, Inc., Oracle Corporation, SAPAG, or SAS. Executive acknowledges that this non-competition prohibition is reasonable in scope andduration. If a court of competent jurisdiction determines the scope or duration is unenforceable,the non-compete shall be reformed and modified to the extent required to render them valid andenforceable.          (b) Executive will not, either directly or indirectly, separately or in association withothers, interfere with, impair, disrupt or damage Company’s relationship with any of its customersor customer prospects by soliciting or encouraging others to solicit any of them for the purpose ofdiverting or taking away business from Company.          (c) Executive will not, either directly or indirectly, separately or in association withothers, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging,hiring or attempting to hire any of the Company’s employees or causing others to solicit orencourage any of the Company’s employees to discontinue their employment with Company.Notwithstanding the previous sentence, Executive may give references for employees and tellheadhunters the names of employees of Company, in either event, where the Executive is aware thatthe employee has been identified by Company as not being part of its long-term plans after a changeof control of the Company.
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6. Executive acknowledges and agrees that he shall continue to be bound by and comply with theterms of the ***Proprietary Information and Inventions Agreement***. On or before the Termination Date,Executive will return to the Company, in good working condition, all Company property and equipmentthat is in Executive’s possession or control, including, but not limited to, any files, records,credit cards, keys, programs, manuals, business plans, financial records, and all electronic orpaper documents (and any copies thereof) that Executive prepared or received in the course of hisemployment with the Company.     Executive acknowledges and agrees that Executive has continuing non-disclosure obligationsunder the Proprietary Information and Inventions Agreement. Executive acknowledges and reaffirmsExecutive’s obligation to continue to abide fully and completely with all post-employmentprovisions of the Proprietary Information and Inventions Agreement and agrees that nothing in thisAgreement shall operate to excuse or otherwise relieve Executive of such obligations.7. Each of Executive and the Company agree not to make any statements, written or verbal, or causeor encourage others to make any statements, written or verbal, that defame, disparage or in any waycriticize the personal or business reputation, practices or conduct of the other including, in thecase of the Company, its employees and directors. Furthermore, the Company agrees that anyannouncement of Executive’s departure shall be subject to Executive’s reasonable approval. TheCompany shall respond to any inquiries regarding Executive’s employment by providing onlyinformation as to Executive’s job title, dates of employment, and salary.8. If any provision of this Agreement is deemed invalid, illegal, or unenforceable, that provisionwill be modified so as to make it valid, legal, and enforceable, or if it cannot be so modified, itwill be stricken from this Agreement, and the validity, legality, and enforceability of theremainder of the Agreement shall not in any way be affected. In the event of any legal actionrelating to or arising out of this Agreement, the prevailing party shall be entitled to recoverfrom the losing party its attorneys’ fees and costs incurred in that action.9. The Company intends that income provided to the Executive pursuant to this Agreement will not besubject to taxation under Section 409A of the Internal Revenue Code (“***Section 409A***”). Theprovisions of this Agreement shall be interpreted and construed in favor of satisfying anyapplicable requirements of Section 409A of the Code. **However, the Company does not guarantee anyparticular tax effect for income provided to the Executive pursuant to this Agreement.**In anyevent, except for the Company’s responsibility to withhold applicable income and employment taxesfrom compensation paid or provided to the Executive, the Company shall not be responsible for thepayment of any applicable taxes incurred by the Executive on compensation paid or provided to theExecutive pursuant to this Agreement. In the event that any compensation to be paid or provided toExecutive pursuant to this Agreement may be subject to the excise tax described in Section 409A,the Company may delay such payment for the minimum period required in order to avoid the impositionof such excise tax.10. This Agreement, together with the Release Agreement attached hereto as Exhibit A, andthe Proprietary Information and Inventions Agreement, constitute the entire agreement between theparties with respect to the subject matter hereof and supersede all prior negotiations andagreements between the parties, whether written or oral, with the exception of any stock option orother equity agreements between the parties. Notwithstanding the foregoing, the Company confirmsthat the Agreement, dated July 1, 2005 by and between the Company and Executive regarding, *interalia*, indemnification rights of Executive, remains in full force and effect. This Agreement maynot be modified or amended except by a document signed by an authorized officer of the Company andExecutive.
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EXECUTIVE UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENTAND THAT HE IS GIVING UP ANY LEGAL CLAIMS (AS DESCRIBED ABOVE IN THE RELEASE AGREEMENT) HE HASAGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EXECUTIVE FURTHER UNDERSTANDS THATHE MAY HAVE UP TO 21 DAYS TO CONSIDER THIS AGREEMENT, THAT HE MAY REVOKE IT AT ANY TIME DURING THE7 DAYS AFTER HE SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HASPASSED. EXECUTIVE ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY ANDVOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 3, WHICHCOMPENSATION AND BENEFITS HE WOULD NOT OTHERWISE BE ENTITLED TO RECEIVE.     Dated: August 6, 2009 /s/ ChristopherJ. Koziol ChristopherJ. Koziol         Dated: August 6, 2009 JDA SOFTWARE GROUP, INC.           By: /s/ HamishN. Brewer HamishN. Brewer      President and Chief Executive Officer  
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EXHIBIT AFORM OF