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               (vii) assistance reasonably required relating to regulatory investigations for whichExecutive’s related expenses shall be reimbursed by the Company.     During the Transition Period, the Company will continue to provide Executive with her currentbase salary and employee fringe benefits. Executive will work remotely during the TransitionPeriod, except when her presence in the office is expressly requested. The parties acknowledge theExecutive plans to undergo hip replacement surgery during the Transition Period, and,consequently, may be unavailable or have limited availability to work for a reasonable period oftime.4. Executive and Company hereby agree that, subject to Executive’s strict compliance with all theterms of this Agreement, and to her extension of the release of claims in Paragraph 5 withoutrevocation as described below and the execution of the Confidential Separation and ReleaseAgreement attached hereto as Exhibit A (the ***“Release Agreement”****),*the Company will provideExecutive with the following:          (a) a lump sum severance payment of $824,750, which shall be subject to applicablewithholding and paid to Executive on the Termination Date and shall be deemed to include (i)Executive’s current base salary for two (2) years ($574,750); and (ii) Executive’s cash bonus for2009 of $250,000, which amount has been determined as assuming satisfaction of all performancebased milestones at the 100% level by both the Company and Executive, without regard to actuallevel of performance.          (b) upon the Termination Date, Executive will be paid all of her accrued, unused paid timeoff that she earned during her employment with the Company;          (c) the immediate acceleration of all unvested equity awards granted pursuant to theCompany’s 2005 Performance Incentive Plan ***(“2005 Plan”)***set forth on Exhibit B hereto,which in no event shall include any performance shares awards subject to the Company’s 2009earnings before income tax, depreciation and amortization and the Company shall take, prior to theEffective Date, all action reasonably necessary to effect such acceleration under the 2005 Planand applicable securities laws including Rule 16b-3(d) promulgated under the Securities ExchangeAct of 1934;          (d) all of Executive’s stock options that have not otherwise terminated shall be exercisableuntil one month following Executive’s effective resignation from all Participating Companies (asdefined in applicable options plans of the Company pursuant to which the options are subject),which resignation, in any event, shall take place no later than the one (1) year anniversary ofthe Effective Date;          (e) in the event that Executive timely elects to obtain continued group health insurancecoverage under COBRA following the Termination Date, the Company will pay the premiums for suchcoverage through the earlier of (i) the date that is two (2) years following the Termination Date,or (ii) the first date on which Executive becomes eligible for other group health insurancecoverage pursuant to Executive’s subsequent employment; thereafter, Executive may elect topurchase continued group health insurance coverage under COBRA at her 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) reimbursement of Executive’s legal counsel fees in connection with this Agreement not toexceed $15,000;          (h) 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
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under this Agreement. For the avoidance of doubt, this subsection (h) shall not imply that thisAgreement 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 4, and herfailure to receive any of these payments and/or benefits as a result of her material breach shallnot affect or impair the validity of the remainder of this Agreement, including, but not limitedto, Paragraphs 5 through 11. Executive acknowledges and agrees that she shall not be entitled toany payments or benefits from the Company other than those expressly set forth in this Paragraph 4or as otherwise provided pursuant to the terms of any applicable employee benefit plan orindemnification agreement.5. In consideration of the payments and benefits described in Paragraph 4, Executive has executedthe Release Agreement. As further consideration for the payments and benefits described inParagraph 4, Executive shall extend this release of claims through and including the TerminationDate by re-executing the Release Agreement on the space provided at the end of the Agreement on orafter the Termination Date. In consideration of the agreements described in Paragraph 3, theCompany has executed the Release Agreement. As further consideration for the agreements ofExecutive in Paragraph 3, provided Executive is not in breach of this Agreement or theconfidentiality letter agreement, dated September 3, 1997 (the ***“Proprietary Information andInventions Agreement”****)*the Company shall extend this release of claims through and including theTermination Date by re-executing the Release Agreement on the space provided at the end of theAgreement on or after the Termination Date. Notwithstanding the executed Release Agreement, it isexpressly understood that this release does not apply to, and shall not be construed as, a waiveror release of any claims or rights that cannot lawfully be released by private agreement,including any applicable statutory indemnity rights under Delaware law.6. As further consideration of the payments and benefits described in Paragraph 4, Executiveagrees for the two-year period following the Effective Date (the ***“Covenant Period”****)*on thefollowing:          (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 scopeand duration. If a court of competent jurisdiction determines the scope or duration isunenforceable, the non-compete shall be reformed and modified to the extent required to renderthem valid and enforceable.          (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 purposeof diverting 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 achange of control of the Company.7. Executive acknowledges and agrees that she 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 andequipment that is in Executive’s possession or control, including, but not limited to, any files,records, credit cards,
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keys, programs, manuals, business plans, financial records, and all electronic or paper documents(and any copies thereof) that Executive prepared or received in the course of her employment withthe Company. Notwithstanding the foregoing, Executive is entitled to keep and maintain in herpossession (a) Executive’s laptop and Blackberry device issued by the Company following theCompany’s removal of any proprietary information from such devices and (b) all artwork andpersonal possessions in Executive’s office, which the Company agrees to pack and ship toExecutive’s home address at the Company’s expense.     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.8. 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 anyway criticize the personal or business reputation, practices or conduct of the other including, inthe case of the Company, its employees and directors. Furthermore, the Company agrees that anyannouncement of Executive’s departure shall be subject to Executive’s approval. The Company shallrespond to any inquiries regarding Executive’s employment by providing only information as toExecutive’s job title, dates of employment, and salary.9. 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,it will 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.10. The Company intends that income provided to the Executive pursuant to this Agreement will notbe subject 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 theimposition of such excise tax.11. 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 October 11, 1997 by and between the Company and Executive regarding,*inter alia,*indemnification rights of Executive, remains in full force and effect. This Agreementmay not be modified or amended except by a document signed by an authorized officer of the Companyand Executive.EXECUTIVE UNDERSTANDS THAT SHE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENTAND THAT SHE IS GIVING UP ANY LEGAL CLAIMS (AS DESCRIBED ABOVE IN THE RELEASE AGREEMENT) SHE HASAGAINST THE PARTIES
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RELEASED ABOVE BY SIGNING THIS AGREEMENT. EXECUTIVE FURTHER UNDERSTANDS THAT SHE MAYHAVE UP TO 21 DAYS TO CONSIDER THIS AGREEMENT, THAT SHE MAY REVOKE IT AT ANY TIME DURINGTHE 7 DAYS AFTER SHE SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THAT 7-DAYPERIOD HAS PASSED. EXECUTIVE ACKNOWLEDGES THAT SHE IS SIGNING THISAGREEMENT KNOWINGLY,WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED INPARAGRAPHS 3 AND 4, WHICH COMPENSATION AND BENEFITS SHE WOULD NOT OTHERWISE BE ENTITLEDTO RECEIVE.     Dated: April 6, 2009 /s/ Kristen L. Magnuson Kristen L. Magnuson           JDA SOFTWARE GROUP, INC.         Dated: April 6, 2009 By: /s/ Hamish N. Brewer Hamish N. Brewer      President and Chief Executive Officer  By re-signing this Agreement on or after the Termination Date, I hereby extend therelease of claims set forth in the Release Agreement so as to include any and all suchclaims that exist or arise at any time up to and including the Termination Date. I alsoacknowledge and agree that I have been paid all wages (including base salary, paid timeoff, and bonuses) that I earned during my employment with the Company. I understand thatI may revoke this extension of the release of claims at anytime within the seven daysfollowing my re-execution of this Agreement, which revocation must be made in the mannerdescribed in the last sentence of Paragraph 1.     Dated:               , 2009   KristenL. Magnuson  By re-signing this Agreement on or after the Termination Date, the Company hereby extendsthe release of claims set forth in the Release Agreement so as to include any and allsuch claims that exist or arise at any time up to and including the Termination Date.       Dated:                , 2009 JDA SOFTWARE GROUP, INC.           By:       Hamish N. Brewer    President and Chief Executive Officer  
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EXHIBIT AFORM OF