exv10w1






Exhibit 10.1



Certain confidential information contained in this exhibit was omitted by means of redacting a
portion of the text and replacing it with [***]. This exhibit (containing the non-public
information) has been filed separately with the Secretary of the Securities and Exchange Commission
without redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities
Exchange Act of 1934.




EXECUTIVE EMPLOYMENT AGREEMENT




     This Executive Employment Agreement (“Agreement”) is made effective as of July 20, 2009
(“Effective Date”), by and between JDA Software Group, Inc., a Delaware corporation (“Company”) and
Pete Hathaway (“Executive”) (either party individually, a “Party”; collectively, the “Parties”).



     WHEREAS, Company desires to retain the services of Executive as Executive Vice President and
Chief Financial Officer;



     WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions
of Executive’s employment by Company and to address certain matters related to Executive’s
employment with Company;



     NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein,
and for other good and valuable consideration, the Parties hereto agree as follows:



     1. Employment. Company hereby employs Executive, and Executive hereby accepts such
employment, upon the terms and conditions set forth herein.



     2. Duties.



          2.1 Position. Executive is employed as Executive Vice President and Chief Financial
Officer and shall report to and have the duties and responsibilities assigned by Company’s Chief
Executive Officer (“CEO”) as may be reasonably assigned from time to time. Executive shall perform
faithfully and diligently all duties assigned to Executive. Company reserves the right to modify
Executive’s position and duties at any time in its sole and absolute discretion, provided that the
duties assigned are consistent with the position of Executive Vice President and Chief Financial
Officer or are otherwise agreed upon with Executive.




          2.2 Standard of Conduct/Full-time. During the term of this Agreement, Executive will
act loyally and in good faith to discharge the duties of Executive Vice President and Chief
Financial Officer, and will abide by all policies and decisions made by Company, as well as all
applicable federal, state and local laws, regulations or ordinances. Executive will act solely on
behalf of Company at all times. Executive shall devote Executive’s full business time and efforts
to the performance of Executive’s assigned duties for Company, unless Executive notifies the CEO in
advance of Executive’s intent to engage in other paid work and receives the CEO’s express written
consent to do so. Notwithstanding the foregoing, the Company hereby consents to Executive serving
as a member of the board of directors of one (1) company which is not a Restricted Business (as
defined in Section 9.2) any time after 12 months following the Effective Date.




          2.3 Work Location. Executive’s principal place of work shall be located in Scottsdale,
Arizona or such other location as the parties may agree upon from time to time.




     3. At-Will Employment. Executive’s employment with the Company is at-will and not for
any specified period and may be terminated at any time, with or without cause (as defined below),
by either Executive or the Company subject to the provisions regarding termination set forth below in
Section 7. Any change to the at-will employment relationship must be by specific, written
agreement signed by Executive and the Company, and must be approved by the Company’s CEO and the
Company’s Board of Directors. Nothing in this Agreement is intended to or should be construed to
contradict, modify or alter this at-will relationship.



 









 





     4. Compensation.



          4.1 Base Salary. As compensation for Executive’s performance of Executive’s duties
hereunder, Company shall pay to Executive a salary of $350,000 per year, payable in equal monthly
installments and in accordance with the normal payroll practices of Company, less required
deductions for state and federal withholding tax, social security and all other employment taxes
and authorized payroll deductions.




          4.2 Equity. As an inducement to join the Company, Executive will receive the following
equity awards (the “Inducement Awards”): (a) an award of 50,000 restricted stock units subject to
the terms and conditions set forth in the Notice of Grant of Restricted Stock Units and Restricted
Stock Units Agreement attached hereto as Exhibit A-1, (b) an award of 50,000 restricted
stock units subject to the terms and conditions set forth in the Notice of Grant of Restricted
Stock Units and Restricted Stock Units Agreement attached hereto as Exhibit A-2, and (c) an
award of 25,000 performance shares subject to the terms and conditions set forth in the Notice of
Grant of Performance Shares and 2009 Performance Share Agreement attached hereto as Exhibit
A-3. Unless otherwise requested by Executive reasonably in advance of the date on which any tax
withholding obligation arises, the Company will satisfy its tax withholding obligation with respect
to the Inducement Awards as set forth in the applicable agreements attached in such exhibits.
Subject to approval by Company’s Board of Directors (the “Board”), Company may from time to time
grant to Executive various forms of equity awards of Company’s common stock (the “Equity Awards”);
provided, however, that for the Company’s 2010 fiscal year, Executive shall be guaranteed a target
award of 50,000 performance shares pursuant to the Company’s annual performance share program. The
Equity Awards will be subject to the terms and conditions of Company’s 2005 Performance Incentive
Plan, or any other subsequent employee equity plan approved in the future by the Board and, if
applicable, the Company’s shareholders, as designated by the Board (the “Plan”). The Inducement
Awards and the Equity Awards will be subject to the terms and conditions contained in the
applicable forms of award agreement adopted by the Board and certain vesting acceleration
provisions described in this Agreement.




          4.3 Incentive Compensation. In addition, Executive will also be eligible to receive
incentive compensation subject to the terms and conditions contained in the Executive Bonus Plan,
which is approved by the Board and is subject to amendment from time to time by the Board in its
sole and absolute discretion (a “Bonus”). For 2009, the Company will guarantee that Executive will
receive a minimum Bonus equal to $87,500 (which is 50% of the portion of Executive’s annual target
bonus rate of $350,000 applicable to the second half of the 2009 fiscal year). For subsequent
fiscal years, Executive will have a minimum annual target Bonus of $350,000. Unless otherwise
provided herein, the payment of any Bonus pursuant to this Section 4.3 shall be made in accordance
with the normal payroll practices of Company, less required deductions for state and federal
withholding tax, social security and all other employment taxes and authorized payroll deductions.




          4.4 Performance and Salary Review. The Board will periodically review Executive’s
performance on no less than an annual basis. Adjustments to salary or other compensation, if any,
will be made by the Board in its sole and absolute discretion.




     5. Customary Fringe Benefits and Facilities. Executive will be eligible for all
customary and usual fringe benefits generally available to executives of Company subject to the
terms and conditions of Company’s benefit plan documents. Notwithstanding the Company’s policies,
Executive will receive four (4) weeks of paid vacation annually. Company reserves the right to
change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice
to Executive; provided, however, that during the period of employment under this Agreement,
Executive and his spouse and eligible dependents shall be



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entitled to receive all benefits of employment generally available to other senior executives of
the Company and those benefits for which key executives are or shall become eligible, when and as
Executive becomes eligible therefore, including, without limitation, group health, life and
disability insurance benefits and participation in Company’s 401 (k) plan.



     6. Business Expenses. Executive will be reimbursed for all reasonable, out-of pocket
business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain
reimbursement, expenses must be submitted promptly with appropriate supporting documentation in
accordance with Company’s policies. Any reimbursement Executive is entitled to receive shall (a)
be paid no later than the last day of Executive’s tax year following the tax year in which the
expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement
in any tax year and (c) not be subject to liquidation or exchange for another benefit.



     7. Termination of Executive’s Employment.



          7.1 Termination for Cause or Disability by Company; Death. Company may terminate
Executive’s employment immediately at any time for Cause or following Executive’s Disability (as
defined below). Executive’s employment shall terminate automatically upon Executive’s death. For
purposes of this Agreement, “Cause” is defined as: (a) theft, material dishonesty in connection
with Executive’s employment, or intentional falsification of any employment or Company records;
improper disclosure of Company’s confidential or proprietary information; (b) Executive’s
conviction (including any plea of guilty or nolo contendere) for any criminal act that materially
impairs his ability to perform his duties for Company; (c) willful misconduct or breach of
fiduciary duty for personal profit by Executive, (d) Executive’s material failure to abide by the
Company’s code of conduct or code of ethics policies resulting in demonstrable injury to the
Company or its reputation, or (e) a material breach of this Agreement by Executive which is not
cured within thirty (30) days of receipt by Executive of reasonably detailed written notice from
Company. For purposes of this Agreement, “Disability” shall have the meaning assigned to it in the
group long term disability insurance policy maintained by the Company for the benefit of its
employees. In the absence of such a policy, “Disability” means that, as a result of Executive’s
mental or physical illness, Executive is unable to perform (with or without reasonable
accommodation in accordance with the Americans with Disabilities Act) the duties of Executive’s
position pursuant to this Agreement for a continuous period of three (3) months. In the event
Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be
entitled to receive only unpaid Base Salary then in effect, prorated to the date of termination,
together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. All
other Company obligations to Executive pursuant to this Agreement will become automatically
terminated and completely extinguished. Except as specifically set forth in this Section 7.1,
Executive will not be entitled to receive the Severance Benefits described in Section 7.2, below.




          7.2 Termination Without Cause by Company; Severance. Company may terminate Executive’s
employment under this Agreement without Cause at any time on sixty (60) days’ advance written
notice to Executive. In the event of such termination, Executive will receive the unpaid Base
Salary then in effect, prorated to the effective date of termination, together with any amounts to
which Executive is entitled pursuant to Sections 5 or 6 hereof. In addition, the Company shall (X)
pay a lump sum on the forty-fifth (45th) day following such termination in an amount
equal to his Base Salary for twenty-four (24) months from the termination date, plus one year’s
base Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the
termination occurs, calculated based on the Bonus that would be paid to Executive if he had not
been terminated and if all performance based milestones were achieved at the 100% level by both
Company and the Executive, such Bonus to be, solely for the purpose of defining Severance Benefits,
not less than $350,000, and all unpaid, but earned Bonus amounts during the year in which the
termination occurs through the most recently completed fiscal



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quarter prior to the termination date; (Y) cause the immediate acceleration of the vesting of all
outstanding earned-but-unvested Equity Awards; and (Z) in the event that Executive timely elects to
obtain continued group health insurance coverage under COBRA following termination of employment
under this Section 7.2, the Company will pay the premiums for such coverage through the earlier of
(i) the date that is eighteen (18) months following the Termination Date, or (ii) the first date on
which Executive becomes eligible for other group health insurance coverage pursuant to Executive’s
subsequent employment (such amounts, accelerated vesting and insurance coverage, together with any
amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof as of the date of
termination, shall be referred to herein as the “Severance Benefits”), provided that (A) Executive
and the Company execute a mutual full general release, releasing all claims, known or unknown, that
they may have against each other arising out of or any way related to this Agreement or Executive’s
employment or termination of employment with Company and such release has become effective in
accordance with its terms prior to the forty-fifth (45th) day following such
termination, in the form attached hereto as Exhibit B, as such form may be amended to
comply with applicable law, and (B) the Severance Benefits shall be subject to Section 7.5 below.
For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any
portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more
applicable corporate financial or other business performance goals have been satisfied and (ii)
Executive’s service with the Company has continued through a specified date, and with respect to
such Equity Award the condition specified in clause (i) of this sentence has been satisfied but the
condition specified in clause (ii) of this sentence has not been satisfied. All other Company
obligations to Executive will be automatically terminated and completely extinguished upon
termination of employment. The provisions of this Section 7.2 shall not apply to termination of
Executive’s employment by reason of death or Disability.




          7.3 Termination for Good Reason by Executive; Severance. Executive may terminate
Executive’s employment under this Agreement for Good Reason (defined below) at any time on five (5)
days’ advance written notice to Company given within one hundred eighty (180) days following the
initial existence of a condition constituting Good Reason. In the event of such termination for
Good Reason, Executive will receive the unpaid Base Salary then in effect, prorated to the
effective date of termination together with any amounts to which Executive is entitled pursuant to
Sections 5 and 6 hereof. In addition, Executive will be entitled to receive the Severance Benefits
described in Section 7.2, above, provided that Executive complies with the conditions to receiving
the Severance Benefits described in Sections 7.2(A) and 7.2(B), above. All other Company
obligations to Executive will be automatically terminated and completely extinguished upon
termination of employment. For purposes of this Agreement, “Good Reason” is defined as the
occurrence and continuation of any of the following conditions, provided that Executive has
delivered written notice to the Company of such condition within ninety (90) days after its initial
existence and the Company has failed to cure such condition within thirty (30) days following such
written notice:




               (a) a material, adverse change in Executive’s authority, responsibilities or duties; provided,
that for purposes of this Agreement and without limiting the generality of the foregoing, a
material, adverse change shall be deemed to occur if Executive no longer serves as Chief Financial
Officer (who shall be the most senior financial executive) of a publicly-traded company reporting
directly to the CEO;



               (b) the relocation of Executive’s work place for Company over Executive’s written objection,
to a location more than thirty (30) miles from Scottsdale, Arizona;



               (c) a failure to pay, or any material reduction of Executive’s Base Salary or Executive’s
Bonus without Executive’s written consent (subject to applicable performance requirements with
respect to the actual amount of Bonus earned by Executive); or



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               (d) any material breach of this Agreement by Company that is not cured within thirty (30) days
of Company’s receipt of written notice from Executive specifying the material breach of this
Agreement.



          7.4 Voluntary Resignation by Executive. Executive may voluntarily resign Executive’s
position with Company for any reason, at any time after the Effective Date, on five (5) days’
advance written notice. In the event of Executive’s resignation, Executive will be entitled to
receive only the Base Salary for the five-day notice period and no other amount (other than amounts
to which Executive is entitled pursuant to Section 5 or 6 hereof). All other Company obligations to
Executive pursuant to this Agreement will become automatically terminated and completely
extinguished upon termination of employment. In addition, Executive will not be entitled to
receive any other Severance Benefits described in Section 7.2, above. The provisions of this
Section 7.4 shall not apply to Executive’s resignation for Good Reason.




          7.5 Forfeiture of Severance Benefits. The right of Executive to receive or to retain
Severance Benefits pursuant to Section 7.2 or Section 7.3 shall be subject to Executive’s continued
compliance with the Covenants (as defined in Section 12). In the event that an arbitrator finds in
accordance with the procedures described in Section 13 that Executive has engaged in a material
breach of any of the Covenants, the Company shall have the right to (a) terminate any further
provision of Severance Benefits not yet paid or provided, (b) seek reimbursement from Executive for
any and all such Severance Benefits previously paid or provided to Executive, (c) recover from
Executive all shares of stock of the Company the vesting of which was accelerated by reason of the
Severance Benefits (or the proceeds therefrom, reduced by any exercise or purchase price paid to
acquire such shares), and (d) to immediately cancel all Equity Awards the vesting of which was
accelerated by reason of the Severance Benefits.




          7.6 Acceleration of Vesting on a Change in Control. In the event of a Change in
Control (as defined by the applicable award agreements described in Section 4.2 or, absent such
definition therein, as defined by the Company’s 2005 Performance Incentive Plan or other employee
equity plan approved by the Board), the vesting of all then unvested Inducement Awards and Equity
Awards granted to Executive will accelerate immediately prior to, but contingent upon the
consummation of, the Change in Control, irrespective of whether, within a period of four (4) months
prior to such Change in Control, Executive has been involuntarily terminated by the Company without
Cause as described in Section 7.2 or has terminated his employment for Good Reason as described in
Section 7.3.




     8. No Conflict of Interest. During the term of Executive’s employment with Company,
Executive must not engage in any work, paid or unpaid, that creates an actual or potential conflict
of interest with Company. If the Board reasonably believes such a conflict exists during the term
of this Agreement, the Board may ask Executive to choose to discontinue the other work or resign
employment with Company.



     9. Post-Termination Non-Competition.



          9.1 Consideration For Promise To Refrain From Competing. Executive agrees that
Executive’s services are special and unique, that Company’s disclosure of confidential, proprietary
information and specialized training and knowledge to Executive, and that Executive’s level of
compensation and benefits are partly in consideration of and conditioned upon Executive not
competing with Company. Executive acknowledges that such consideration is adequate for Executive’s
promises contained within this Section 9.




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          9.2 Promise To Refrain From Competing. Executive understands Company’s need for
Executive’s promise not to compete with Company is based on the following: (a) Company has
expended, and will continue to expend, substantial time, money and effort in developing its
proprietary information; (b) Executive will in the course of Executive’s employment develop, be
personally entrusted with and exposed to Company’s proprietary information; (c) both during and
after the term of Executive’s employment, Company will be engaged in the highly competitive retail
demand chain software industry; (d) Company provides products and services nationally and
internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to
enter into competition with Company. Therefore, in exchange for the consideration described in
Section 9.1 above, Executive agrees that for the period of nine (9) months following the date
Executive ceases to render services to Company (the “Covenant Period”), Executive will not either
directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or
employee: (i) work for a competitor of Company, which is defined to include those entities or
persons in the business of developing, marketing, selling and supporting software designed for
businesses in the retail and consumer packaged goods markets or in the business of helping
companies synchronize their inventory decisions with advanced supply chain, inventory management
and data mining solutions, in any country in which Company does business (the “Restricted
Business”) or (ii) make or hold during the Covenant Period any investment in any Restricted
Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that
there shall be excluded from the foregoing the ownership of not more than 1% of the listed or
traded stock of any publicly held corporation. For purposes of this Section 9, the term “Company”
shall mean and include Company, any subsidiary or affiliate of Company, any successor to the
business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other
corporation or entity of which Executive may serve as a director, officer or employee at the
request of Company or any successor of Company.




          9.3 Reasonableness of Restrictions. Executive represents and agrees that the
restrictions on competition, as to time, geographic area, and scope of activity, required by this
Section 9 are reasonable, do not impose a greater restraint than is necessary to protect the
goodwill and business interests of Company, and are not unduly burdensome to Executive. Executive
expressly acknowledges that Company competes on an international basis and that the geographical
scope of these limitations is reasonable and necessary for the protection of Company’s trade
secrets and other confidential and proprietary information. Executive further agrees that these
restrictions allow Executive an adequate number and variety of employment alternatives, based on
Executive’s varied skills and abilities. Executive represents that Executive is willing and able to
compete in other employment not prohibited by this Agreement.




          9.4 Reformation if Necessary. In the event a court of competent jurisdiction
determines that the geographic area, duration, or scope of activity of any restriction under this
Section 9 and its subsections is unenforceable, the restrictions under this section and its
subsections shall not be terminated but shall be reformed and modified to the extent required to
render them valid and enforceable. Executive further agrees that the court may reform this
Agreement to extend the Covenant Period by an amount of time equal to any period in which Executive
is in breach of this covenant.




     10. Confidentiality and Proprietary Rights. Executive agrees to read, sign and abide
by Company’s Employee Innovations and Proprietary Rights Assignment Agreement attached hereto as
Exhibit C and incorporated herein by reference.



     11. Nonsolicitation.



          11.1 Nonsolicitation of Customers or Prospects. Executive acknowledges that
information about Company’s customers is confidential and constitutes trade secrets. Accordingly,
Executive agrees that during the term of this Agreement and the Covenant Period, Executive will
not,



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either directly or indirectly, separately or in association with others, interfere with, impair,
disrupt or damage Company’s relationship with any of its customers or customer prospects (defined
as prospective customers who had received a written proposal from the Company for Company products
or services within the past 12 months) by soliciting or encouraging others to solicit any of them
for the purpose of diverting or taking away business from Company.




          11.2 Nonsolicitation of Company’s Employees. Executive agrees that during the term of
this Agreement and the Covenant Period, Executive will not, either directly or indirectly,
separately or in association with others, interfere with, impair, disrupt or damage Company’s
business by soliciting, encouraging, hiring or attempting to hire any of Company’s employees or
causing others to solicit or encourage any of Company’s employees to discontinue their employment
with Company.




     12. Injunctive Relief. Executive acknowledges that Executive’s breach of the covenants
contained in Sections 9-11 (collectively “Covenants”) would cause irreparable injury to Company and
agrees that in the event of any such breach, Company shall, in addition to the action it is
authorized to take pursuant to Section 7.5, be entitled to seek temporary, preliminary and
permanent injunctive relief without the necessity of proving actual damages or posting any bond or
other security.



     13. Agreement to Mediate and Arbitrate. In the event a dispute arises in connection
with this Agreement, the Company and Executive agree to submit the dispute to non-binding
mediation, with the mediator to be selected and compensated by the Company. In the event a
resolution is not reached through mediation, then, to the fullest extent permitted by law,
Executive and Company agree to arbitrate any controversy, claim or dispute between them arising out
of or in any way related to this Agreement, the employment relationship between Company and
Executive and any disputes upon termination of employment, including but not limited to breach of
contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to
accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and
any claims for violation of any local, state or federal law, statute, regulation or ordinance or
common law. Claims for breach of Company’s Employee Innovations and Proprietary Rights Agreement,
workers’ compensation, unemployment insurance benefits and Company’s right to obtain injunctive
relief pursuant to Section 12 above are excluded. For the purpose of this agreement to arbitrate,
references to “Company” include all parent, subsidiary or related entities and their employees,
supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan
sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them,
and this Agreement shall apply to them to the extent Executive’s claims arise out of or relate to
their actions on behalf of Company.



          13.1 Initiation of Arbitration. Either party may exercise the right to arbitrate by
providing the other party with written notice of any and all claims forming the basis of such right
in sufficient detail to inform the other party of the substance of such claims. In no event shall
the request for arbitration be made after the date when institution of legal or equitable
proceedings based on such claims would be barred by the applicable statute of limitations.




          13.2 Arbitration Procedure. The arbitration will be conducted in Maricopa County,
Arizona, by a single neutral arbitrator and in accordance with the then current rules for
resolution of employment disputes of the American Arbitration Association (“AAA”). The parties are
entitled to representation by an attorney or other representative of their choosing. The arbitrator
shall have the power to enter any award that could be entered by a judge of the trial court of the
State of Arizona, and only such power, and shall follow the law. The parties agree to abide by and
perform any award rendered by the arbitrator. Judgment on the award may be entered in any court
having jurisdiction thereof.






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          13.3 Costs of Arbitration. Each party shall bear one half the cost of the arbitration
filing and hearing fees, and the cost of the arbitrator.




     14. General Provisions.



          14.1 Successors and Assigns. The rights and obligations of Company under this
Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of
Company, provided such successors and assigns agree in writing to be bound by the terms of the
Agreement. Executive shall not be entitled to assign any of Executive’s rights or obligations under
this Agreement.




          14.2 Waiver. Either party’s failure to enforce any provision of this Agreement shall
not in any way be construed as a waiver of any such provision, or prevent that party thereafter
from enforcing each and every other provision of this Agreement.




          14.3 Attorneys’ Fees. In any dispute relating to this Agreement, each party shall pay
its or his own attorneys’ fees unless a statute awards attorneys’ fees to the prevailing party.
Any reimbursement of attorney’s fees to which Executive is entitled and which are treated for
federal income tax purposes as compensation shall (a) be paid no later than the last day of
Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected
by any other expenses that are eligible for reimbursement in any tax year and (c) not be subject to
liquidation or exchange for another benefit.




          14.4 Severability. In the event any provision of this Agreement is found to be
unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed
modified to the extent necessary to allow enforceability of the provision as so limited, it being
intended that the parties shall receive the benefit contemplated herein to the fullest extent
permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator
or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability
of the remaining provisions shall not be affected thereby.




          14.5 Interpretation; Construction. The headings set forth in this Agreement are for
convenience only and shall not be used in interpreting this Agreement. This Agreement has been
drafted by legal counsel representing Company, but Executive has participated in the negotiation of
its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and
revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement.




          14.6 Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the United States and the State of Arizona. Each party consents to the
jurisdiction and venue of the state or federal courts in Maricopa County, Arizona, if applicable,
in any action, suit, or proceeding arising out of or relating to this Agreement.




          14.7 Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery
when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by
telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or
(d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice
shall be sent to the addresses set forth below, or such other address as either party may specify
in writing.




          14.8 Survival. Sections 8 (“No Conflict of Interest”), 9 (“Post-Termination
Non-Competition”), 10 (“Confidentiality and Proprietary Rights”), 11 (“Nonsolicitation”), 12
(“Injunctive



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Relief’), 13 (“Agreement to Arbitrate”), 14 (“General Provisions”) and 15 (“Entire Agreement”) of
this Agreement shall survive Executive’s employment by Company.




          14.9 Application of Section 409A.




               (a) Notwithstanding anything set forth in this Agreement to the contrary, no amount payable
pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the
Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”)
shall be paid unless and until Executive has incurred a “separation from service” within the
meaning of the Section 409A Regulations. Furthermore, to the extent that Executive is a “specified
employee” within the meaning of the Section 409A Regulations as of the date of Executive’s
separation from service, no amount that constitutes a deferral of compensation within the meaning
of the Section 409A Regulations which is payable on account of Executive’s separation from service
shall paid to Executive before the date (the “Delayed Payment Date”) which is first day of the
seventh month after the date of Executive’s separation from service or, if earlier, the date of
Executive’s death following such separation from service. All such amounts that would, but for
this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the
Delayed Payment Date.



               (b) If the Executive or the Company believes, at any time, that any payment pursuant to this
Agreement is subject to taxation under Section 409A of the Code, then (i) it shall advise the other
and (ii) to the extent such correction is possible to avoid taxation under Section 409A without any
material diminution in the value of the payments or benefits to Employee, the Company and Executive
shall reasonably cooperate in good faith to take such steps as necessary, including amending (and,
as required, consenting to the amendment of) the terms of any plan or program under which such
payments are to be made, in the least restrictive manner necessary in order to comply with the
provisions of Section 409A and the Section 409A Regulations in order to avoid taxation under
Section 409A.



               (c) The Company intends that income provided to Executive pursuant to this Agreement will not
be subject to taxation under Section 409A of the Code. The provisions of this Agreement shall be
interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the
Code. However, the Company does not guarantee any particular tax effect for income provided to
Executive pursuant to this Agreement.



     15. Executive Attorney Fees. The Company will reimburse Executive’s legal counsel fees
in connection with the negotiation of this Agreement not to exceed $15,000. Any reimbursement
Executive is entitled to receive pursuant to this Section shall (a) be paid no later than the last
day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be
affected by any other expenses that are eligible for reimbursement in any tax year and (c) not be
subject to liquidation or exchange for another benefit.



     16. Entire Agreement. This Agreement, together with the Plan and any agreement
evidencing an Equity Award described in Section 4.2, the Executive Bonus Plan described in Section
4.3, the Employee Innovations and Proprietary Rights Assignment Agreement described in Section 10
and the Form of Confidential Separation and Release Agreement attached hereto as Exhibit B,
constitutes the entire agreement between the parties relating to this subject matter and supersedes
all prior or simultaneous representations, discussions, negotiations, and agreements, whether
written or oral. This Agreement may be amended or modified only with the written consent of
Executive and the Board of Company. No oral waiver, amendment or modification will be effective
under any circumstances whatsoever. Notwithstanding the foregoing, if there is a conflict between
this Agreement and any other policy or plan of the Company, this Agreement will govern.




-9-









 







THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY
PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN
BELOW.




	 	 	 	 	 
	 

	 	EXECUTIVE	 	 
	 
	 	 	 	 
	Dated: July 20, 2009

	 	/s/ Pete Hathaway
 

Pete Hathaway 


5827 E. Sanna St., 


Paradise Valley 85253


Address
	 	 






	 	 	 	 	 	 	 
	 

	 	COMPANY	 	 
	 
	 	 	 	 	 	 
	Dated: July 20, 2009

	 	By:
	 	/s/ Hamish N. Brewer
 

	 	 
	 	 	Hamish N. Brewer,	 	 
	 	 	President and Chief Executive Officer	 	 






[Signature Page to Executive Employment Agreement]




 









 








EXHIBIT A-1




Time-Vesting Restricted Stock Unit Award:




Notice of Grant of Restricted Stock Units




and




Restricted Stock Units Agreement





 









 








JDA SOFTWARE GROUP, INC.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(NON-PLAN AWARD)




     JDA Software Group, Inc. (the “Company”) has granted to Pete Hathaway (the “Participant”) an
award of Restricted Stock Units (the “Award”), each of which represents the right to receive on the
applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and
conditions set forth in this Notice of Grant of Restricted Stock Units (the “Grant Notice”) and the
Restricted Stock Units Agreement attached hereto (the “Agreement”).



	 	 	 
	Date of Grant:

	 	July 20, 2009
	 
	 	 
	Number of Restricted
Stock Units:

	 	50,000, subject to adjustment as provided by the Agreement.
	 
	 	 
	Initial Vesting Date:

	 	July 20, 2010
	 
	 	 
	Settlement Date:

	 	For each Unit, except as otherwise provided by the Agreement, the
date on which such Unit becomes a Vested Unit in accordance with
the vesting schedule set forth below.
	 
	 	 
	Vested Units: Except as provided by the Agreement and provided that the Participant’s
Service has not terminated prior to the relevant date except as otherwise provided below,
the number of Vested Units (disregarding any resulting fractional Unit) as of any date is
determined by multiplying the Number of Restricted Stock Units by the “Vested Ratio”
determined as of such date as follows:






	 	 	 	 	 	 	 
	 	 	 	 	Vested Ratio
	 

	 	Prior to Initial Vesting Date
	 	 	0	 
	 
	 	 	 	 	 	 
	 

	 	On Initial Vesting Date
	 	 	1/3	 
	 
	 	 	 	 	 	 
	 

	 	Plus	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	For each additional full
month of the Participant’s
continuous Service following
the Initial Vesting Date
until the Vested Ratio equals
1/1, an additional
	 	 	1/36	 
	 
	 	 	 	 	 	 
	Accelerated Vesting:	 	In the event that the Participant becomes entitled to “Severance
Benefits” in accordance with either Section 7.2 or Section 7.3 of
the Employment Agreement, then the vesting of all Restricted
Stock Units which are not Vested Units as of the date of the
Participant’s termination of employment shall accelerate in full
and all such Restricted Stock Units shall be deemed Vested Units
effective on the forty-fifth day following the date of the
Participant’s termination of employment.
	 
	 	 	 	 	 	 
	Employment Agreement:	 	That certain Executive Employment Agreement by and between the
Company and the Participant, dated July 20, 2009.






[Remainder of page intentionally blank.]




 









 








     By their signatures below or by electronic acceptance or authentication in a form authorized
by the Company, the Company and the Participant agree that the Award is governed by this Grant
Notice and by the provisions of the Agreement attached to and made a part of this document. The
Participant acknowledges receipt of the Agreement and the prospectus for this Award. The
Participant further acknowledges that this Award has not been granted pursuant to the Company’s
2005 Performance Incentive Plan. The Participant represents that the Participant has read and is
familiar with the provisions of the Agreement, and hereby accepts the Award subject to all of its
terms and conditions.



	 	 	 	 	 	 	 	 	 
	JDA SOFTWARE GROUP, INC.	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Signature
	 	 
	Its:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Date
	 	 
	 
	 	 	 	 	 	 	 	 
	Address:

	 	14400 N. 87th Street

Scottsdale, AZ 85260
	 	 	 	 

Address
	 	 
	 

	 	 	 	 	 	 

	 	 






ATTACHMENTS: Restricted Stock Units Agreement and Award Prospectus





 









 








JDA SOFTWARE GROUP, INC.

RESTRICTED STOCK UNITS AGREEMENT

(NON-PLAN AWARD)




     JDA Software Group, Inc. has granted to the Participant named in the Notice of Grant of
Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the
“Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and
conditions set forth in the Grant Notice and this Agreement. This Award has not been granted
pursuant to the JDA Software Group, Inc. 2005 Performance Incentive Plan or any other stock-based
compensation plan of the Company in reliance on NASDAQ Marketplace Rule 5635(c)(4). By signing the
Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has
read and is familiar with the Grant Notice, this Agreement and a prospectus for the Award prepared
in connection with the registration with the Securities and Exchange Commission of the shares
issuable pursuant to the Award (the “Award Prospectus”), (b) accepts the Award subject to all of
the terms and conditions of the Grant Notice and this Agreement and (c) agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee upon any questions
arising under the Grant Notice or this Agreement.



     1.
Definitions and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Grant Notice.




               (a) “Change in Control” means the occurrence of any of the following:



                    (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other
than (1) a trustee or other fiduciary holding stock of the Company under an employee benefit plan
of a Participating Company or (2) a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of the stock of the Company,
becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of stock of the Company representing more than fifty percent (50%) of the
total combined voting power of the Company’s then-outstanding voting stock; or



                    (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a
“Transaction”) in which the stockholders of the Company immediately before the Transaction do not
retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty
percent (50%) of the total combined voting power of the outstanding voting securities of the
Company or, in the case of an Ownership Change Event described in Section 1.1(h)(iii), the entity
to which the assets of the Company were transferred (the “Transferee”), as the case may be; or



                    (iii) a liquidation or dissolution of the Company.


For purposes of the preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting securities of one or more


 









 






corporations or other business entities which own the Company or the Transferee, as the case may
be, either directly or through one or more subsidiary corporations or other business entities. The
Committee shall have the right to determine whether multiple sales or exchanges of the voting
securities of the Company or multiple Ownership Change Events are related, and its determination
shall be final, binding and conclusive.




               (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.



               (c) “Committee” means the Compensation Committee or other committee of the Board of Directors
of the Company (the “Board”) duly appointed to administer the Award and having such powers as shall
be specified by the Board. If no committee of the Board has been appointed to administer the
Award, the Board shall exercise all of the powers of the Committee granted herein, and, in any
event, the Board may in its discretion exercise any or all of such powers.



               (d) “Company” means JDA Software Group, Inc., a Delaware corporation, or any successor
corporation thereto.



               (e) “Dividend Equivalent Units” mean additional Restricted Stock Units credited pursuant to
Section 3.3.



               (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



               (g) “Fair Market Value” means, as of any date, the value of a share of Stock or other property
as determined by the Committee, in its discretion, or by the Company, in its discretion, if such
determination is expressly allocated to the Company herein, subject to the following:



                    (i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on
a national or regional securities exchange or market system, the Fair Market Value of a share of
Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked
prices of a share of Stock if the Stock is so quoted instead) as quoted on the national or regional
securities exchange or market system constituting the primary market for the Stock, as reported in
The Wall Street Journal or such other source as the Company deems reliable. If the relevant date
does not fall on a day on which the Stock has traded on such securities exchange or market system,
the date on which the Fair Market Value shall be established shall be the last day on which the
Stock was so traded prior to the relevant date, or such other appropriate day as shall be
determined by the Committee, in its discretion.



                    (ii) If, on such date, the Stock is not listed on a national or regional securities exchange
or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee
in good faith without regard to any restriction other than a restriction which, by its terms, will
never lapse, and in a manner consistent with the requirements of Section 409A of the Code.



2









 





                    (h) “Ownership Change Event” means the occurrence of any of the following with respect to the
Company: (i) the direct or indirect sale or exchange in a single or series of related transactions
by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the
Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale,
exchange, or transfer of all or substantially all of the assets of the Company (other than a sale,
exchange or transfer to one or more subsidiaries of the Company).



                    (i) “Participating Company” means the Company or any parent corporation or subsidiary
corporation the Company.



                    (j) “Participating Company Group” means, at any point in time, all entities collectively which
are then Participating Companies.



                    (k) “Service” means the Participant’s employment or service with the Participating Company
Group, whether in the capacity of an employee, a director or a consultant. The Participant’s
Service shall not be deemed to have terminated merely because of a change in the capacity in which
the Participant renders such Service or a change in the Participating Company for which the
Participant renders such Service, provided that there is no interruption or termination of the
Participant’s Service. Furthermore, the Participant’s Service shall not be deemed to have
terminated if the Participant takes any military leave, sick leave, or other bona fide leave of
absence approved by the Company. Notwithstanding the foregoing, unless otherwise designated by the
Company or required by law, a leave of absence shall not be treated as Service for purposes of
determining vesting under the Award. The Participant’s Service shall be deemed to have terminated
either upon an actual termination of Service or upon the entity for which the Participant performs
Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its
discretion, shall determine whether the Participant’s Service has terminated and the effective date
of such termination.



                    (l) “Stock” means the common stock of the Company, as adjusted from time to time in accordance
with Section 9.



                    (m) “Units” mean the Restricted Stock Units originally granted pursuant to the Award and the
Dividend Equivalent Units credited pursuant to the Award, as both shall be adjusted from time to
time pursuant to Section 9.



          1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.




     2. Administration.



          All questions of interpretation concerning the Grant Notice and this Agreement shall be
determined by the Committee. All determinations by the Committee shall be final and binding upon
all persons having an interest in the Award. Any officer of the Company shall have the authority
to act on behalf of the Company with respect to any matter, right, obligation,



3









 






or election which is the responsibility of or which is allocated to the Company herein,
provided the officer has apparent authority with respect to such matter, right, obligation, or
election.




     3. The Award.



          3.1 Grant of Restricted Stock Units. On the Date of Grant, the Participant shall acquire,
subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the
Grant Notice, subject to adjustment as provided in Section 3.3 and Section 9. Each
Unit represents a right to receive on a date determined in accordance with the Grant Notice and
this Agreement one (1) share of Stock.




          3.2 No Monetary Payment Required. The Participant is not required to make any monetary
payment (other than applicable tax withholding, if any) as a condition to receiving the Units or
shares of Stock issued upon settlement of the Units, the consideration for which shall be past
services actually rendered and/or future services to be rendered to a Participating Company or for
its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the
Participant shall furnish consideration in the form of cash or past services rendered to a
Participating Company or for its benefit having a value not less than the par value of the shares
of Stock issued upon settlement of the Units.




          3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders
of Stock generally, the Participant shall be credited with a number of additional whole Dividend
Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash
dividend paid per share of Stock on such date and (ii) the total number of Restricted Stock Units
and Dividend Equivalent Units previously credited to the Participant pursuant to the Award and
which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined
below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any
resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such
additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be
settled or forfeited in the same manner and at the same time as the Restricted Stock Units
originally subject to the Award with respect to which they have been credited.




     4. Vesting of Units.



          4.1 Normal Vesting. Except as provided in Section 4.2, the Restricted Stock Units
shall vest and become Vested Units as provided in the Grant Notice. Dividend Equivalent Units
shall become Vested Units at the same time as the Restricted Stock Units originally subject to the
Award with respect to which they have been credited.




          4.2 Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control,
and provided that the Participant’s Service has not terminated prior to the date of consummation of
the Change in Control, all unvested Units shall become Vested Units and shall be settled in
accordance with Section 6 immediately prior to (and contingent upon) the consummation of the Change
in Control. Notwithstanding any provision of this Agreement or the Grant Notice to the contrary,
for purposes of the acceleration of vesting of the Units provided by this Section, termination of
the Participant’s employment with the Company within a period



4









 






of four (4) months prior to the consummation of the Change in Control either as a result of
involuntary termination by the Company without Cause, as described in Section 7.2 of the Employment
Agreement, or as a result of termination by the Participant for Good Reason, as described in
Section 7.3 of the Employment Agreement, shall not be treated as termination of the Participant’s
Service prior to the consummation of the Change in Control.




          4.3 Federal Excise Tax Under Section 4999 of the Code.




               (a) Excess Parachute Payment. In the event that any acceleration of vesting pursuant to this
Agreement and any other payment or benefit received or to be received by the Participant would
subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the
characterization of such acceleration of vesting, payment or benefit as an excess parachute payment
under Section 280G of the Code, the Participant may elect, in his or her sole discretion, to reduce
the amount of any acceleration of vesting called for under this Agreement in order to avoid such
characterization.



               (b) Determination by Independent Accountants. To aid the Participant in making any election
called for under Section 4.3(a), in connection with any event that might reasonably be
anticipated to give rise to the acceleration of vesting under Section 4.3(a), the Company
shall promptly request a determination in writing by independent public accountants selected by the
Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing,
the Accountants shall determine and report to the Company and the Participant the amount of such
acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit
to the Participant. For the purposes of such determination, the Accountants may rely on
reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and the Participant shall furnish to the Accountants such information and
documents as the Accountants may reasonably request in order to make their required determination.
The Company shall bear all fees and expenses the Accountants may reasonably charge in connection
with their services contemplated by this section.



     5. Company Reacquisition Right.



          5.1 Grant of Company Reacquisition Right. In the event that the Participant’s Service
terminates for any reason or no reason, with or without cause, the Participant shall forfeit and
the Company shall automatically reacquire all Units which are not, as of the time of such
termination, Vested Units, and the Participant shall not be entitled to any payment therefor (the
“Company Reacquisition Right”), subject to the provisions of any employment, service or other
agreement between the Participant and a Participating Company referring to this Award.




          5.2 Ownership Change Event. For purposes of determining the number of Vested Units following
an Ownership Change Event, credited Service shall include all Service with any corporation which is
a Participating Company at the time the Service is rendered, whether or not such corporation is a
Participating Company both before and after the Ownership Change Event.




5









 








     6. Settlement of the Award.



          6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, the
Company shall issue to the Participant, on the Settlement Date with respect to each Unit to be
settled on such date, one (1) share of Stock; provided however, that if such Settlement Date is a
date on which a sale by the Participant of the Stock to be issued in settlement of such Unit would
violate the Insider Trading Policy of the Company, then the Settlement Date with respect to such
Unit shall be the earlier of (a) the next day on which such sale would not violate the Insider
Trading Policy or (b) the date that is two and one-half (21/2) months following the last day of the
calendar year in which such Unit became a Vested Unit. For purposes of this section, “Insider
Trading Policy” means the written policy of the Company pertaining to the sale, transfer or other
disposition of the Company’s equity securities by members of the Board, officers or other employees
who may possess material, non-public information regarding the Company, as in effect at the time of
a disposition of any shares of Stock. Shares of Stock issued in settlement of Units shall not be
subject to any restriction on transfer other than any such restriction as may be required pursuant
to Section 6.3.




          6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with
any broker with which the Participant has an account relationship of which the Company has notice
any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as
provided by the preceding sentence, a certificate for the shares as to which the Award is settled
shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of
the Participant.




          6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and
issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such securities. No
shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation
of any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares
subject to the Award shall relieve the Company of any liability in respect of the failure to issue
such shares as to which such requisite authority shall not have been obtained. As a condition to
the settlement of the Award, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable law or regulation
and to make any representation or warranty with respect thereto as may be requested by the Company.




          6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the
settlement of the Award.




     7. Tax Withholding.



          7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as
requested by a Participating Company, the Participant hereby authorizes



6









 






withholding from payroll and any other amounts payable to the Participant, and otherwise
agrees to make adequate provision for, any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Participating Company, if any, which arise in connection
with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no
obligation to deliver shares of Stock until the tax withholding obligations of the Company have
been satisfied by the Participant.




          7.2 Withholding in Shares. Unless otherwise determined by the Company, the Company shall
satisfy the tax withholding obligations (except with respect to any fractional share) of the
Company or any other Participating Company by deducting from the shares of Stock otherwise
deliverable to the Participant in settlement of the Award a number of whole shares of Stock having
a fair market value, as determined by the Company as of the date on which the tax withholding
obligations arise, not in excess of the amount of such tax withholding obligations determined by
the applicable minimum statutory withholding rates. The Company is authorized to satisfy the tax
withholding obligations, if any, remaining following the procedure described in this Section 7.2 by
withholding from payroll or any other amounts payable to the Participant.




     8. Effect of Change in Control on Award.



          In the event of a Change in Control, the vesting and settlement of the Award shall be
accelerated as provided by Section 4.2.




     9. Adjustments for Changes in Capital Structure.



          Subject to any required action by the stockholders of the Company, in the event of any change
in the Stock effected without receipt of consideration by the Company, whether through merger,
consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of
shares, or similar change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other than Stock (excepting
normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock,
appropriate and proportionate adjustments shall be made in the number of Units subject to the Award
and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent
dilution or enlargement of the Participant’s rights under the Award. For purposes of the
foregoing, conversion of any convertible securities of the Company shall not be treated as
“effected without receipt of consideration by the Company.” Any fractional Unit or share resulting
from an adjustment pursuant to this section shall be rounded down to the nearest whole number.
Such adjustments shall be determined by the Committee, and its determination shall be final,
binding and conclusive.




     10. Rights as a Stockholder, Director, Employee or Consultant.



          The Participant shall have no rights as a stockholder with respect to any shares which may be
issued in settlement of this Award until the date of the issuance of a certificate for such shares
(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). No adjustment shall be made for dividends,



7









 






distributions or other rights for which the record date is prior to the date such certificate
is issued, except as provided in Section 3.3 and Section 9. If the Participant is
an employee, the Participant understands and acknowledges that, except as otherwise provided in a
separate, written employment agreement between a Participating Company and the Participant, the
Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement
shall confer upon the Participant any right to continue in the Service of a Participating Company
or interfere in any way with any right of the Participating Company Group to terminate the
Participant’s Service at any time.




     11. Legends.



          The Company may at any time place legends referencing any applicable federal, state or foreign
securities law restrictions on all certificates representing shares of stock issued pursuant to
this Agreement. The Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares acquired pursuant to this Award in the
possession of the Participant in order to carry out the provisions of this section.




     12. Compliance with Section 409A.



          It is intended that any election, payment or benefit which is made or provided pursuant to or
in connection with this Award that may result in a deferral of compensation as described in Section
409A of the Code (“Section 409A Deferred Compensation”) shall comply in all respects with the
applicable requirements of Section 409A (including applicable regulations or other administrative
guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax
consequences provided therein for non-compliance. In connection with effecting such compliance
with Section 409A, the following shall apply:




          12.1 Required Delay in Payment to Specified Employee. If the Participant is a “specified
employee” of a publicly traded corporation as defined under Section 409A(a)(2)(B)(i) of the Code,
unless subject to an applicable exception under Section 409A, any payment of Section 409A Deferred
Compensation in connection with a “separation from service” (as determined for purposes of Section
409A) shall not be made until six (6) months after the Participant’s separation from service (the
“Section 409A Deferral Period”). In the event such payments are otherwise due to be made in
installments or periodically during the Section 409A Deferral Period, the payments of Section 409A
Deferred Compensation which would otherwise have been made in the Section 409A Deferral Period
shall be accumulated and paid in a lump sum as soon as the Section 409A Deferral Period ends, and
the balance of the payments shall be made as otherwise scheduled.




          12.2 Other Delays in Payment. Neither the Participant nor the Company shall take any action
to accelerate or delay the payment of any benefits under this Agreement in any manner which would
not be in compliance with Section 409A of the Code.




          12.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other
provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to
void or amend any election made by the Participant under this Agreement and/or to delay the payment
of any monies and/or provision of any



8









 






benefits in such manner as may be determined by the Company, in its discretion, to be
necessary or appropriate to comply with Section 409A of the Code without prior notice to or consent
of the Participant. The Participant hereby releases and holds harmless the Company, its directors,
officers and stockholders from any and all claims that may arise from or relate to any tax
liability, penalties, interest, costs, fees or other liability incurred by the Participant in
connection with the Award, including as a result of the application of Section 409A of the Code.




     13. Miscellaneous Provisions.



          13.1 Termination or Amendment. The Committee may terminate or amend this Agreement at any
time; provided, however, that no such termination or amendment may adversely affect the
Participant’s rights under this Agreement without the consent of the Participant unless such
termination or amendment is necessary to comply with applicable law or government regulation or as
provided in Section 12.3. No amendment or addition to this Agreement shall be effective
unless in writing.




          13.2 Nontransferability of the Award. Prior to the issuance of shares of Stock on the
applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or by the laws of descent and distribution. All rights with respect to the
Award shall be exercisable during the Participant’s lifetime only by the Participant or the
Participant’s guardian or legal representative.




          13.3 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.




          13.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns.




          13.5 Delivery of Documents and Notices. Any document relating to the Award or any notice
required or permitted hereunder shall be given in writing and shall be deemed effectively given
(except to the extent that this Agreement provides for effectiveness only upon actual receipt of
such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided
for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign
postal service, by registered or certified mail, or with a nationally recognized overnight courier
service, with postage and fees prepaid, addressed to the other party at the address shown below
that party’s signature to the Grant Notice or at such other address as such party may designate in
writing from time to time to the other party.




               (a) Description of Electronic Delivery. The Award documents, which may include but do not
necessarily include: the Grant Notice, this Agreement, the Award Prospectus, and any reports of the
Company provided generally to the Company’s stockholders, may be delivered to the Participant
electronically. In addition, the Participant may deliver



9









 







electronically the Grant Notice to the Company or to such third party involved in
administering the Award as the Company may designate from time to time. Such means of electronic
delivery may include but do not necessarily include the delivery of a link to a Company intranet or
the Internet site of a third party involved in administering the Award, the delivery of the
document via e-mail or such other means of electronic delivery specified by the Company.



               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Award
documents, as described in Section 13.5(a). The Participant acknowledges that he or she
may receive from the Company a paper copy of any documents delivered electronically at no cost to
the Participant by contacting the Company by telephone or in writing. The Participant further
acknowledges that the Participant will be provided with a paper copy of any documents if the
attempted electronic delivery of such documents fails. Similarly, the Participant understands that
the Participant must provide the Company or any designated third party administrator with a paper
copy of any documents if the attempted electronic delivery of such documents fails. The
Participant may revoke his or her consent to the electronic delivery of documents described in
Section 13.5(a) or may change the electronic mail address to which such documents are to be
delivered (if Participant has provided an electronic mail address) at any time by notifying the
Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to
electronic delivery of documents described in Section 13.5(a).



          13.6 Integrated Agreement. The Grant Notice and this Agreement, together with any employment,
service or other agreement between the Participant and a Participating Company referring to the
Award, shall constitute the entire understanding and agreement of the Participant and the
Participating Company Group with respect to the subject matter contained herein or therein and
supersedes any prior agreements, understandings, restrictions, representations, or warranties among
the Participant and the Participating Company Group with respect to such subject matter other than
those as set forth or provided for herein or therein. To the extent contemplated herein or
therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the
Award and shall remain in full force and effect.




          13.7 Applicable Law. This Agreement shall be governed by the laws of the State of Arizona as
such laws are applied to agreements between Arizona residents entered into and to be performed
entirely within the State of Arizona.




          13.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.





10









 








EXHIBIT A-2




Performance-Vesting Restricted Stock Unit Award:




Notice of Grant of Restricted Stock Units




and




Restricted Stock Units Agreement





 









 








JDA SOFTWARE GROUP, INC.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(NON-PLAN AWARD)




     JDA Software Group, Inc. (the “Company”) has granted to Pete Hathaway (the “Participant”) an
award of Restricted Stock Units (the “Award”), each of which represents the right to receive on the
applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and
conditions set forth in this Notice of Grant of Restricted Stock Units (the “Grant Notice”) and the
Restricted Stock Units Agreement attached hereto (the “Agreement”).



	 	 	 	 	 
	Date of Grant:

	 	July 20, 2009	 	 
	 
	 	 	 	 
	Number of Restricted Stock 

Units:	 	50,000, subject to adjustment as provided by the Agreement.
	 
	 	 	 	 
	Settlement Date:	 	For each Unit, except as otherwise provided by the Agreement, as
soon as practicable following the date on which such Unit becomes
a Vested Unit in accordance with the vesting schedule set forth
below, provided that in no event shall the Settlement Date with
respect to any Vested Unit be later than the 15th day of the
third month following the later of (i) the last day of the
calendar year in which such Unit becomes a Vested Unit or (ii)
the last day of the Company fiscal year in which such Unit
becomes a Vested Unit.
	 
	 	 	 	 
	Vested Units: Except as provided by the Agreement and provided that the Participant’s
Service has not terminated prior to the relevant date except as otherwise provided by the
Pro Rata Vesting provision below, the number of Vested Units (disregarding any resulting
fractional Unit) as of any date is determined by multiplying the Number of Restricted Stock
Units by the “Vested Ratio” determined as of such date as follows:






	 	 	 	 	 
	 	 	 	 	Vested Ratio
	 

	 	On the 60th day following the
end of the first successive
four fiscal quarters of the
Company in which the Company
achieves EBITDA of $[***].
	 	1/3
	 
	 	 	 	 
	 

	 	On the 60th day following the
end of the first successive
four fiscal quarters of the
Company in which the Company
achieves EBITDA of $[***], an
additional
	 	1/3
	 
	 	 	 	 
	 

	 	On the 60th day following the
end of the first successive
four fiscal quarters of the
Company in which the Company
achieves EBITDA of $[***], an
additional
	 	1/3
	 
	 	 	 	 
	EBITDA:	 	For the purposes of this Award, “EBITDA” means the Company’s
earnings before income tax, depreciation and amortization as
approved by the Audit Committee of the Board. EBITDA shall
include the reduction in earnings resulting from the accrual of
compensation expense for awards granted under the Company’s 2005
Performance Incentive Plan or under individual non-plan equity
awards granted to any service provider. The Audit Committee of
the Board shall adjust






 




			
	***	 	Confidential information on this page has been omitted and filed
separately with the Securities Exchange Commission pursuant to a Confidential
Treatment Request.





 









 









	 	 	 	 	 
	 	 	EBITDA, as it deems appropriate, to
exclude the effect (whether positive or negative) of any of the
following occurring after the grant of the Award: (a) a change in
accounting standards required by generally accepted accounting
principles or (b) any extraordinary, unusual or nonrecurring
item. Each such adjustment, if any, shall be made solely for the
purpose of providing a consistent basis from period to period for
the calculation of EBITDA in order to prevent the dilution or
enlargement of the Participant’s rights with respect to the
Award.
	 
	 	 	 	 
	Pro Rata Vesting:	 	In the event that the Participant becomes entitled to “Severance
Benefits” in accordance with either Section 7.2 or Section 7.3 of
the Employment Agreement, then a number of Restricted Stock Units
shall become Vested Units, effective on the forty-fifth day
following the date of the Participant’s termination of
employment, in an amount equal to:
	 
	 	 	 	 
	 

	 	(50,000 x ((X — $[***]) / $[***])) — Y, where	 	 
	 
	 	 	 	 
	 	 	“X” is equal to EBITDA achieved during the four consecutive
fiscal quarter period of the Company beginning on or after the
Date of Grant and ending prior to the Participant’s employment
termination date which has the greatest EBITDA; and
	 
	 	 	 	 
	 	 	“Y” is equal to the number of Vested Units previously determined
without regard to this provision.
	 
	 	 	 	 
	Employment
Agreement:	 	That certain Executive Employment Agreement by and between the
Company and the Participant, dated July 20, 2009.






     By their signatures below or by electronic acceptance or authentication in a form authorized
by the Company, the Company and the Participant agree that the Award is governed by this Grant
Notice and by the provisions of the Agreement attached to and made a part of this document. The
Participant acknowledges receipt of the Agreement and the prospectus for this Award. The
Participant further acknowledges that this Award has not been granted pursuant to the Company’s
2005 Performance Incentive Plan. The Participant represents that the Participant has read and is
familiar with the provisions of the Agreement, and hereby accepts the Award subject to all of its
terms and conditions.



	 	 	 	 	 	 	 	 	 
	JDA SOFTWARE GROUP, INC.	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Signature
	 	 
	Its:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Date
	 	 
	Address:

	 	14400 N. 87th Street

Scottsdale, AZ 85260
	 	 	 	 

Address
	 	 
	 

	 	 	 	 	 	 

	 	 






ATTACHMENTS: Restricted Stock Units Agreement and Award Prospectus






 




			
	***	 	Confidential information on this page has been omitted and filed separately with the Securities
Exchange Commission pursuant to a Confidential Treatment Request.






 









 








EXHIBIT A-3




2009 Performance Share Award:




Notice of Grant of Performance Shares




and




2009 Performance Share Agreement




 









 





JDA SOFTWARE GROUP, INC.

NOTICE OF GRANT OF PERFORMANCE SHARES

(NON-PLAN AWARD)



JDA Software Group, Inc. (the “Company”) has granted to Pete Hathaway (the “Participant”) an award
of Performance Shares (the “Award”), each of which represents the right to receive on the
applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and
conditions set forth in this Notice of Grant of Performance Shares (the “Grant Notice”) and the
2009 Performance Share Agreement attached hereto (the “Agreement”).




	 	 	 
	Grant Date:

	 	July 20, 2009                             Grant No.:                                            
	 
	 	 
	Target Number of
Performance Shares:

	 	25,000, subject to adjustment as provided by the Agreement.
	 
	 	 
	Maximum Number of
Performance Shares:

	 	31,250, subject to adjustment as provided by the Agreement.
	 
	 	 
	Performance Period:

	 	Company fiscal year beginning January 1, 2009 and ending December 31, 2009.
	 
	 	 
	Initial Vesting Date:

	 	January 28, 2010, provided the Company’s Audit Committee has approved the Company’s
Fiscal Year 2009 financial results. If the Audit Committee has not approved the 2009
financial results by January 28, 2010, then the Initial Vesting Date shall be the
28th day of the first month beginning after the date of such approval but
in no event later than December 28, 2010.
	 
	 	 
	Vested Performance
Shares:

	 	Except as provided in the Agreement and provided that the Participant’s Service has
not terminated prior to the relevant vesting date, the vesting of the Performance
Shares shall be as follows: On the Initial Vesting Date, the applicable number of
Performance Shares set forth in column 2 of the table below shall become Vested
Performance Shares to the extent of the attainment of the Performance Milestone set
forth in column 1 of the table, and the applicable the number of Performance Shares
set forth in column 3 of the table shall be forfeited on the Initial Vesting Date. In
addition, on and after the Initial Vesting Date, 1/24 of the applicable number of
Performance Shares set forth in column 4 of the table below, to the extent of the
attainment of the Performance Milestone set forth in column 1 of the table, shall
become Vested Performance Shares for each full month of the Participant’s Service
completed during the 24 month period commencing on January 28, 2010.
	 
	 	 
	Settlement Date:

	 	For each Performance Share, except as otherwise provided by the Agreement, the date
on which such Performance Share becomes a Vested Performance Share in accordance with
the vesting schedule set forth below.
	 
	 	 
	Employment Agreement:

	 	That certain Executive Employment Agreement by and between the Company and the
Participant, dated July 20, 2009.



















 





	 	 	 	 	 	 	 
	1	 	2	 	3	 	4
	 	 	 	 	# of	 	 
	 	 	 	 	Performance	 	# of Performance Shares
	 	 	# of Performance Shares Vesting on	 	Shares	 	Subject to Time Based
	Performance Milestone	 	Initial Vesting Date	 	Forfeited	 	Vesting
	Company’s EBITDA in fiscal
year 2009:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Less than $[***]

	 	0
	 	Target Number of
Performance Shares
	 	 0
	 
	 	 	 	 	 	 
	Equal to or greater than
$[***] and less than $[***]

	 	50% x A
	 	(Target Number of
Performance Shares)
— A
	 	50% x A
	 
	 	 	 	 	 	 
	Equal to or greater than
$[***] and less than $[***]

	 	50% x B
	 	(Target Number of
Performance Shares)
— B (but not below
zero (0))
	 	50% x B
	 
	 	 	 	 	 	 
	Equal to or greater than $[***]

	 	62.5% x (Target
Number of
Performance Shares)
	 	0
	 	62.5% x (Target
Number of
Performance Shares)








 




			
	***	 	Confidential information on this page has been omitted and filed separately with the Securities
Exchange Commission pursuant to a Confidential Treatment Request.




2









 










A = (0.5 * Target Number of Performance Shares) * (1-(([***] — FY09EBITDA) / [***]))




B = Target Number of Performance Shares + ((0.25 * Target Number of Performance Shares) *
(1-(([***] — FY09EBITDA) / [***])))



By their signatures below or by electronic acceptance or authentication in a form authorized by the
Company:





1. The Company and the Participant agree that the Award is governed by this Grant
Notice and by the provisions of the Agreement, both of which are made part of this
document.




2. The Participant acknowledges that this Award has not been granted pursuant to the
Company’s 2005 Performance Incentive Plan.




3. The Participant acknowledges receipt of the Agreement and the prospectus for this
Award.




4. The Participant represents that the Participant has read and is familiar with the
provisions of the Agreement and hereby accepts the Award subject to all of its terms
and conditions.



	 	 	 	 	 	 	 	 	 
	JDA SOFTWARE GROUP, INC.	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Signature
	 	 
	Its:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Date
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	Address:

	 	14400 N. 87th Street 

Scottsdale, AZ 85260
	 	 	 	Address	 	 
	 

	 	 	 	 	 	 

	 	 






ATTACHMENTS: 2009 Performance Share Agreement and Award Prospectus






 




			
	***	 	Confidential information on this page has been omitted and filed separately with the Securities
Exchange Commission pursuant to a Confidential Treatment Request.






3









 








JDA SOFTWARE GROUP, INC.

2009 PERFORMANCE SHARE AGREEMENT

(NON-PLAN AWARD)




     JDA Software Group, Inc. has granted to the Participant named in the Notice of Grant of
Performance Shares (the “Grant Notice”) to which this 2009 Performance Share Agreement (the
“Agreement”) is attached an Award consisting of Performance Shares subject to the terms and
conditions set forth in the Grant Notice and this Agreement. This Award has not been granted
pursuant to the JDA Software Group, Inc. 2005 Performance Incentive Plan or any other stock-based
compensation plan of the Company in reliance on NASDAQ Marketplace Rule 5635(c)(4). By signing the
Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has
read and is familiar with the Grant Notice, this Agreement and a prospectus for the Award prepared
in connection with the registration with the Securities and Exchange Commission of the shares
issuable pursuant to the Award (the “Award Prospectus”), (b) accepts the Award subject to all of
the terms and conditions of the Grant Notice and this Agreement and (c) agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee upon any questions
arising under the Grant Notice or this Agreement.



     1. Definitions and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Grant Notice.




               (a) “Change in Control” means the occurrence of any of the following:



                    (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other
than (1) a trustee or other fiduciary holding stock of the Company under an employee benefit plan
of a Participating Company or (2) a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their ownership of the stock of the Company,
becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of stock of the Company representing more than fifty percent (50%) of the
total combined voting power of the Company’s then-outstanding voting stock; or



                    (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a
“Transaction”) in which the stockholders of the Company immediately before the Transaction do not
retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty
percent (50%) of the total combined voting power of the outstanding voting securities of the
Company or, in the case of an Ownership Change Event described in Section 1.1(h)(iii), the entity
to which the assets of the Company were transferred (the “Transferee”), as the case may be; or



                    (iii) a liquidation or dissolution of the Company.


For purposes of the preceding sentence, indirect beneficial ownership shall include, without
limitation, an interest resulting from ownership of the voting securities of one or more


 









 






corporations or other business entities which own the Company or the Transferee, as the case may
be, either directly or through one or more subsidiary corporations or other business entities. The
Committee shall have the right to determine whether multiple sales or exchanges of the voting
securities of the Company or multiple Ownership Change Events are related, and its determination
shall be final, binding and conclusive.




               (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder.



               (c) “Committee” means the Compensation Committee or other committee of the Board of Directors
of the Company (the “Board”) duly appointed to administer the Award and having such powers as shall
be specified by the Board. If no committee of the Board has been appointed to administer the
Award, the Board shall exercise all of the powers of the Committee granted herein, and, in any
event, the Board may in its discretion exercise any or all of such powers.



               (d) “Common Shares” mean shares of Stock issued in settlement of the Award.



               (e) “Company” means JDA Software Group, Inc., a Delaware corporation, or any successor
corporation thereto.



               (f) “Dividend Equivalent Shares” means additional Performance Shares credited pursuant to
Section 3.3.



               (g) “EBITDA” means the Company’s earnings before income tax, depreciation and amortization as
approved by the Audit Committee of the Board. EBITDA shall include the reduction in earnings
resulting from the accrual of compensation expense for awards granted under the Plan, including but
not limited to, Performance Shares and shall be subject to adjustment as provided by Section 4.2.



               (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



               (i) “Fair Market Value” means, as of any date, the value of a share of Stock or other property
as determined by the Committee, in its discretion, or by the Company, in its discretion, if such
determination is expressly allocated to the Company herein, subject to the following:



                    (i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on
a national or regional securities exchange or market system, the Fair Market Value of a share of
Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked
prices of a share of Stock if the Stock is so quoted instead) as quoted on the national or regional
securities exchange or market system constituting the primary market for the Stock, as reported in
The Wall Street Journal or such other source as the Company deems reliable. If the relevant date
does not fall on a day on which the Stock has traded on such securities exchange or market system,
the date on which the Fair Market Value shall be



2









 




established shall be the last day on which the Stock was so traded prior to the relevant date,
or such other appropriate day as shall be determined by the Committee, in its discretion.




                    (ii) If, on such date, the Stock is not listed on a national or regional securities exchange
or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee
in good faith without regard to any restriction other than a restriction which, by its terms, will
never lapse, and in a manner consistent with the requirements of Section 409A of the Code.



               (j) “Insider Trading Policy” means the written policy of the Company pertaining to the sale,
transfer or other disposition of the Company’s equity securities by members of the Board, Officers
or other employees who may possess material, non-public information regarding the Company, as in
effect at the time of a disposition of any Common Shares.



               (k) “Ownership Change Event” means the occurrence of any of the following with respect to the
Company: (i) the direct or indirect sale or exchange in a single or series of related transactions
by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the
Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale,
exchange, or transfer of all or substantially all of the assets of the Company (other than a sale,
exchange or transfer to one or more subsidiaries of the Company).



               (l) “Participating Company” means the Company or any parent corporation or subsidiary
corporation the Company.



               (m) “Participating Company Group” means, at any point in time, all entities collectively which
are then Participating Companies.



               (n) “Performance Share” means a right to receive on the Settlement Date one (1) Common Share,
if such Performance Share becomes a Vested Performance Share.



               (o) “Section 409A” means Section 409A of the Code and any applicable regulations or
administrative guidelines promulgated thereunder.



               (p) “Section 409A Deferred Compensation” means compensation payable pursuant to the Award
granted to a Participant subject to United States income taxation that constitutes nonqualified
deferred compensation for purposes of Section 409A.



               (q) “Stock” means the common stock of the Company, as adjusted from time to time in accordance
with Section 9.



          1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.




3









 








     2. Administration.



          All questions of interpretation concerning the Grant Notice and this Agreement shall be
determined by the Committee. All determinations by the Committee shall be final and binding upon
all persons having an interest in the Award. Any officer of the Company shall have the authority
to act on behalf of the Company with respect to any matter, right, obligation, or election which is
the responsibility of or which is allocated to the Company herein, provided the officer has
apparent authority with respect to such matter, right, obligation, or election. The Company
intends that the Award either be exempt from or comply with Section 409A (including any amendments
or replacements of such section), and the provisions of this Agreement shall be construed and
administered in a manner consistent with this intent.




     3. The Award.



          3.1 Grant of Performance Shares. On the Grant Date, the Participant shall acquire, subject to
the provisions of this Agreement, a right to receive a number of Performance Shares which shall not
exceed the Maximum Number of Performance Shares set forth in the Grant Notice, subject to
adjustment as provided in Section 9. The number of Performance Shares, if any, ultimately earned
by the Participant, shall be that number of Performance Shares which become Vested Performance
Shares.




          3.2 No Monetary Payment Required. The Participant is not required to make any monetary
payment (other than applicable tax withholding, if any) as a condition to receiving the Performance
Shares or the Common Shares issued upon settlement of the Performance Shares, the consideration for
which shall be past services actually rendered and/or future services to be rendered to a
Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable
state corporate law, the Participant shall furnish consideration in the form of cash or past
services rendered to the a Participating Company or for its benefit having a value not less than
the par value of the Common Shares issued upon settlement of the Performance Shares.




          3.3 Dividend Equivalent Shares. On the date that the Company pays a cash dividend to holders
of Stock generally, the Participant shall be credited with a number of additional whole Dividend
Equivalent Shares determined by dividing (a) the product of (i) the dollar amount of the cash
dividend paid per share of Stock on such date and (ii) the total number of Performance Shares and
Dividend Equivalent Shares previously credited to the Participant pursuant to the Award and which
have not been settled or forfeited pursuant to Section 5.2 as of such date, by (b) the Fair Market
Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Share shall be
rounded to the nearest whole number. Such additional Dividend Equivalent Shares shall be subject
to the same vesting and other terms and conditions and shall be settled or forfeited in the same
manner and at the same time as the Performance Shares originally subject to the Award with respect
to which they have been credited.




     4. Determination of 2009 EBITDA.



          4.1 2009 Financial Results. Following completion of the Performance Period, the Audit
Committee of the Board shall approve the Company’s 2009 financial results, and



4









 






following such approval, the Committee shall determine in accordance with the schedule set
forth in the Grant Notice the resulting number of Performance Shares which shall become Vested
Performance Shares on the Initial Vesting Date and the number of Performance Shares subject to
time-based vesting, subject to the Participant’s continued Service through the vesting period,
except as otherwise provided by Section 5. The Company shall promptly notify the Participant of
the determination by the Committee.




          4.2 Adjustment to EBITDA for Extraordinary Items. The Audit Committee of the Board shall
adjust EBITDA, as it deems appropriate, to exclude the effect (whether positive or negative) of any
of the following occurring after the grant of the Award: (a) a change in accounting standards
required by generally accepted accounting principles or (b) any extraordinary, unusual or
nonrecurring item. Each such adjustment, if any, shall be made solely for the purpose of providing
a consistent basis from period to period for the calculation of EBITDA in order to prevent the
dilution or enlargement of the Participant’s rights with respect to the Award.




     5. Vesting of Performance Shares. 



          5.1 Vesting. Except as provided by Section 8, the Performance Shares shall vest and become
Vested Performance Shares as provided in the Grant Notice and as determined by the Committee.
Dividend Equivalent Shares shall become Vested Performance Shares at the same time as the
Performance Shares originally subject to the Award with respect to which they have been credited.




          5.2 Forfeiture of Unvested Performance Shares. Except as otherwise provided by Section 8, on
the Initial Vesting Date, the Participant shall forfeit and the Company shall automatically
reacquire all Performance Shares subject to the Award set forth in column 3 of the table in the
Grant Notice. In addition, and subject to the provisions of any employment, service or other
agreement between the Participant and a Participating Company, in the event that the Participant’s
Service terminates for any reason or no reason, with or without cause, the Participant shall
forfeit and the Company shall automatically reacquire all Performance Shares which are not, as of
the time of such termination, Vested Performance Shares. The Participant shall not be entitled to
any payment for any forfeited Performance Shares.




     6. Settlement of the Award.



          6.1 Issuance of Common Shares. Subject to the provisions of Section 6.3 below, the Company
shall issue to the Participant on the Settlement Date with respect to each Vested Performance Share
one (1) Common Share. Common Shares issued in settlement of Performance Shares shall be subject to
restrictions as may be required pursuant to Sections 6.3, 7, 12 or the Insider Trading Policy.




          6.2 Beneficial Ownership of Common Shares; Certificate Registration. The Participant hereby
authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with
any broker with which the Participant has an account relationship of which the Company has notice
Common Shares acquired by the Participant pursuant to the settlement of the Award. Except as
otherwise provided by this Section 6.2, a certificate for the Common



5









 






Shares as to which the Award is settled shall be registered in the name of the Participant,
or, if applicable, in the names of the heirs of the Participant.




          6.3 Restrictions on Grant of the Award and Issuance of Common Shares. The grant of the Award
and issuance of Common Shares upon settlement of the Award shall be subject to compliance with all
applicable requirements of federal, state law or foreign law with respect to such securities. No
Common Shares may be issued hereunder if the issuance of such shares would constitute a violation
of any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Common
Shares subject to the Award shall relieve the Company of any liability in respect of the failure to
issue such shares as to which such requisite authority shall not have been obtained. As a
condition to the settlement of the Award, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance with any applicable law
or regulation and to make any representation or warranty with respect thereto as may be requested
by the Company.




          6.4 Fractional Shares. The Company shall not be required to issue fractional Common Shares
upon the settlement of the Award. Any fractional share resulting from the determination of the
number of Vested Performance Shares shall be rounded up to the nearest whole number.




     7. Tax Withholding.



          7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as
requested by the Company, the Participant hereby authorizes withholding from payroll and any other
amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums
required to satisfy the federal, state, local and foreign tax withholding obligations of the
Company, if any, which arise in connection with the Award or the issuance of Common Shares in
settlement thereof. The Company shall have no obligation to process the settlement of the Award or
to deliver Common Shares until the tax withholding obligations as described in this Section have
been satisfied by the Participant.




          7.2 Withholding in Common Shares. Unless otherwise determined by the Company, the Company
shall satisfy the tax withholding obligations (except with respect to any fractional share) of the
Company or any other Participating Company by deducting from the Common Shares otherwise
deliverable to the Participant in settlement of the Award a number of whole Common Shares having a
fair market value, as determined by the Company as of the date on which the tax withholding
obligations arise, not in excess of the amount of such tax withholding obligations determined by
the applicable minimum statutory withholding rates. The Company is authorized to satisfy the tax
withholding obligations, if any, remaining following the procedure described in this Section 7.2 by
withholding from payroll or any other amounts payable to the Participant.




6









 








     8. CHANGE IN CONTROL.



          8.1 Effect of Change in Control on Performance Shares. In the event of a Change in Control
prior to the Initial Vesting Date and provided that the Participant’s Service has not terminated
prior to the consummation of the Change in Control (except as otherwise provided below), 100% of
the Target Number of Performance Shares shall become Vested Performance Shares and shall be settled
in accordance with Section 6 immediately prior to (and contingent upon) the consummation of the
Change in Control. In the event of a Change in Control on or after the Initial Vesting Date and
provided that the Participant’s Service has not terminated prior to the consummation of the Change
in Control (except as otherwise provided below), then, in addition to the number of Performance
Shares which became Vested Performance Shares on the Initial Vesting Date, as provided in the Grant
Notice and as determined by the Committee, 100% of the Performance Shares subject to time based
vesting, as provided in the Grant Notice and as determined by the Committee, shall become Vested
Performance Shares and shall be settled in accordance with Section 6 immediately prior to (and
contingent upon) the consummation of the Change in Control. Notwithstanding any provision of this
Agreement or the Grant Notice to the contrary, for purposes of the acceleration of vesting of the
Performance Shares provided by this Section, termination of the Participant’s employment with the
Company within a period of four (4) months prior to the consummation of the Change in Control
either as a result of involuntary termination by the Company without Cause, as described in Section
7.2 of the Employment Agreement, or as a result of termination by the Participant for Good Reason,
as described in Section 7.3 of the Employment Agreement, shall not be treated as termination of the
Participant’s Service prior to the consummation of the Change in Control.




          8.2 Federal Excise Tax Under Section 4999 of the Code.





               (a) Excess Parachute Payment. In the event that any acceleration of vesting the Performance
Shares and any other payment or benefit received or to be received by the Participant would subject
the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization
of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section
280G of the Code, the Participant may elect, in his or her sole discretion, to reduce the amount of
any acceleration of vesting called for by this Agreement in order to avoid such characterization.




               (b) Determination by Independent Accountants. To aid the Participant in making any election
called for under Section 8.2(a), in connection with any event that might reasonably be anticipated
to give rise to the acceleration of vesting under Section 8.1, the Company shall promptly request a
determination in writing by independent public accountants selected by the Company (the
“Accountants”). Unless the Company and the Participant otherwise agree in writing, the Accountants
shall determine and report to the Company and the Participant the amount of such acceleration of
vesting, payments and benefits which would produce the greatest after-tax benefit to the
Participant. For the purposes of such determination, the Accountants may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of the Code. The
Company and the Participant shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make their required determination. The Company
shall bear all fees and expenses the



7









 




Accountants may reasonably charge in connection with their services contemplated by this
Section 8.2(b).




     9. Adjustments for Changes in Capital Structure.



          Subject to any required action by the stockholders of the Company, in the event of any change
in the Stock effected without receipt of consideration by the Company, whether through merger,
consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of
shares, or similar change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other than Stock (excepting
normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock,
appropriate adjustments shall be made in the number of Performance Shares and/or the number and
kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement
of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any
convertible securities of the Company shall not be treated as “effected without receipt of
consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this
Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by
the Plan Administrator, and its determination shall be final, binding and conclusive.




     10. Rights as a Stockholder or Employee.



          The Participant shall have no rights as a stockholder with respect to any Common Shares which
may be issued in settlement of this Award until the date of the issuance of a certificate for such
shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date such certificate is issued, except as
provided in Sections 3.3 and 9. If the Participant is an employee, the Participant understands and
acknowledges that, except as otherwise provided in a separate, written employment agreement between
a Participating Company and the Participant, the Participant’s employment is “at will” and is for
no specified term. Nothing in this Agreement shall confer upon the Participant any right to
continue in Service interfere in any way with any right of any Participating Company to terminate
the Participant’s Service at any time.




     11. Legends.



          The Company may at any time place legends referencing any applicable federal, state or foreign
securities law restrictions on all certificates representing Common Shares issued pursuant to this
Agreement. The Participant shall, at the request of the Company, promptly present to the Company
any and all certificates representing shares acquired pursuant to this Award in the possession of
the Participant in order to carry out the provisions of this Section.




     12. Compliance with Section 409A.



          It is intended that any election, payment or benefit which is made or provided pursuant to or
in connection with this Award that may result in Section 409A Deferred Compensation shall comply in
all respects with the applicable requirements of Section 409A




8









 







(including applicable regulations or other administrative guidance thereunder, as determined
by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for
non-compliance. In connection with effecting such compliance with Section 409A, the following
shall apply:




          12.1 Required Delay in Payment to Specified Employee. If the Participant is a “specified
employee” of a publicly traded corporation as defined under Section 409A(a)(2)(B)(i) of the Code,
unless subject to an applicable exception under Section 409A, any payment of Section 409A Deferred
Compensation in connection with a “separation from service” (as determined for purposes of Section
409A) shall not be made until six (6) months after the Participant’s separation from service (the
“Section 409A Deferral Period”). In the event such payments are otherwise due to be made in
installments or periodically during the Section 409A Deferral Period, the payments of Section 409A
Deferred Compensation which would otherwise have been made in the Section 409A Deferral Period
shall be accumulated and paid in a lump sum as soon as the Section 409A Deferral Period ends, and
the balance of the payments shall be made as otherwise scheduled.




          12.2 Other Delays in Payment. Neither the Participant nor the Company shall take any action
to accelerate or delay the payment of any benefits under this Agreement in any manner which would
not be in compliance with Code Section 409A.




          12.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other
provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to
void or amend any election made by the Participant under this Agreement and/or to delay the payment
of any monies and/or provision of any benefits in such manner as may be determined by the Company,
in its discretion, to be necessary or appropriate to comply with Section 409A without prior notice
to or consent of the Participant. The Participant hereby releases and holds harmless the Company,
its directors, officers and stockholders from any and all claims that may arise from or relate to
any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant
in connection with the Award, including as a result of the application of Section 409A.




     13. Miscellaneous Provisions.



          13.1 Termination or Amendment. The Committee may terminate or amend this Agreement at any
time; provided, however, that no such termination or amendment may adversely affect the
Participant’s rights under this Agreement without the consent of the Participant unless such
termination or amendment is necessary to comply with applicable law or government regulation or as
provided in Section 12.3. No amendment or addition to this Agreement shall be effective unless in
writing.




          13.2 Nontransferability of the Award. Prior the issuance of Common Shares on the Settlement
Date, neither this Award nor any Performance Shares subject to this Award shall be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by
will or by the laws of descent and distribution. All rights with



9









 






respect to the Award shall be exercisable during the Participant’s lifetime only by the
Participant or the Participant’s guardian or legal representative.




          13.3 Unfunded Obligation. The Participant shall have the status of a general unsecured
creditor of the Company. Any amounts payable to the Participant pursuant to the Award shall be an
unfunded and unsecured obligation for all purposes, including, without limitation, Title I of the
Employee Retirement Income Security Act of 1974. The Company shall not be required to segregate
any monies from its general funds, or to create any trusts, or establish any special accounts with
respect to such obligations.




          13.4 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.




          13.5 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns
of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the
Participant and the Participant’s heirs, executors, administrators, successors and assigns.




          13.6 Delivery of Documents and Notices. Any document relating to the Award or any notice
required or permitted hereunder shall be given in writing and shall be deemed effectively given
(except to the extent that this Agreement provides for effectiveness only upon actual receipt of
such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided
for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign
postal service, by registered or certified mail, or with a nationally recognized overnight courier
service, with postage and fees prepaid, addressed to the other party at the address shown below
that party’s signature to the Grant Notice or at such other address as such party may designate in
writing from time to time to the other party.





               (a) Description of Electronic Delivery. The Award documents, which may include but do not
necessarily include: the Grant Notice, this Agreement, the Award Prospectus, and any reports of the
Company provided generally to the Company’s stockholders, may be delivered to the Participant
electronically. In addition, the Participant may deliver electronically the Grant Notice to the
Company or to such third party involved in administering the Award as the Company may designate
from time to time. Such means of electronic delivery may include but do not necessarily include
the delivery of a link to a Company intranet or the Internet site of a third party involved in
administering the Award, the delivery of the document via e-mail or such other means of electronic
delivery specified by the Company.




               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has
read Section 13.6(a) of this Agreement and consents to the electronic delivery of the Award
documents, as described in Section 13.6(a). The Participant acknowledges that he or she may
receive from the Company a paper copy of any documents delivered electronically at no cost to the
Participant by contacting the Company by telephone or in writing. The Participant further
acknowledges that the Participant will be provided with a paper copy of any documents if the
attempted electronic delivery of such documents fails. Similarly, the Participant understands that
the Participant must provide the Company or any designated third party administrator with a



10









 




paper copy of any documents if the attempted electronic delivery of such documents fails. The
Participant may revoke his or her consent to the electronic delivery of documents described in
Section 13.6(a) or may change the electronic mail address to which such documents are to be
delivered (if Participant has provided an electronic mail address) at any time by notifying the
Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to
electronic delivery of documents described in Section 13.6(a).




          13.7 Integrated Agreement. The Grant Notice and this Agreement, together with any employment,
service or other agreement between the Participant and a Participating Company referring to the
Award, shall constitute the entire understanding and agreement of the Participant and the
Participating Company Group with respect to the subject matter contained herein or therein and
supersedes any prior agreements, understandings, restrictions, representations, or warranties
between the Participant and the Participating Company Group with respect to such subject matter
other than those as set forth or provided for herein or therein. To the extent contemplated herein
or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of
the Award and shall remain in full force and effect.




          13.8 Applicable Law. This Agreement shall be governed by the laws of the State of Arizona as
such laws are applied to agreements between Arizona residents entered into and to be performed
entirely within the State of Arizona.




          13.9 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.




11









 








EXHIBIT B




FORM OF

CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT




     This Confidential Separation and Release Agreement (“Agreement”) is between
                                        
(“Employee”) and JDA Software Group, Inc. (the “Company”) (hereinafter the
“parties”), and is entered into as of                                         . This Agreement will not become
effective until the expiration of seven (7) days from Employee’s execution of this Agreement (the
“Effective Date”).



     WHEREAS, Employee has been employed by the Company as                      and is a party to that
certain Employment Agreement dated                      , as amended by and between the Company and Employee as
then in effect immediately prior to the Effective Date (the “Employment Agreement”);



     WHEREAS, the last day of Employee’s employment with the Company was                                          ; and



     WHEREAS, the Company and Employee desire to avoid disputes and/or litigation regarding
Employee’s separation from employment or any events or circumstances preceding or coincident with
Employee’s separation from employment;



     NOW, THEREFORE, in consideration of these recitals and the promises and agreements set forth
in this Agreement, Employee’s employment with the Company will terminate upon the following terms:



     1. Mutual General Release:



          (a) Employee for himself or herself and on behalf of Employee’s attorneys, heirs, assigns,
successors, executors, and administrators IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND
FOREVER DISCHARGES the Company and any current or former stockholders, directors, parent,
subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities,
and their successors and assigns, from any and all claims and causes of action whatsoever, whether
known or unknown or whether connected with Employee’s employment by the Company or not, which may
have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement,
including, but not limited to, any claim or cause of action arising out of any contract, express or
implied, any covenant of good faith and fair dealing, express or implied, any tort (whether
intentional or released in this agreement), or under Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment
and Retraining Notification (WARN) Act, the Older Workers Benefit Protection Act, or any other
municipal, local, state, or federal law, common or statutory. The foregoing release shall not apply
to indemnification or hold harmless obligations the Company may have that by their terms survive
the termination of the Employee’s employment with the Company.




          (b) The Company for itself and on behalf of its current or former stockholders, directors,
parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and
entities, and their successors and assigns IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND
FOREVER DISCHARGES, Employee and his personal representatives, administrators, trustees, heirs and
assigns from any and all claims and causes of action whatsoever, whether known or unknown or
whether connected with Employee’s employment by the Company or not, which may have arisen, or which
may arise, prior to or at the time of, the execution of this Agreement, including, but not limited
to, any claim or cause of action arising out of any contract, express or implied, any covenant of
good faith and fair dealing, express or implied, any tort (whether intentional or released in this
agreement), or any other municipal, local, state, or federal law, common or statutory.




 









 








     2. Covenant Not to Sue: Employee also COVENANTS NOT TO SUE, OR OTHERWISE PARTICIPATE
IN ANY ACTION OR CLASS ACTION against the Company or any of the released parties based upon any of
the claims released in this Agreement.



     3. Severance Terms: Upon the expiration of seven (7) days from Employee’s execution of
this Agreement and provided that this Agreement has become effective in accordance with its terms,
in consideration for the promises, covenants, agreements, and releases set forth herein and in the
Employment Agreement, the Company agrees to pay Employee the Severance Benefits as defined in and
pursuant to the Employment Agreement (the “Severance Benefits”), subject to the provisions for
forfeiture of such Severance Benefits set forth in Section 7.5 of the Employment Agreement.



     4. Right to Revoke: Employee may revoke this Agreement by notice to the Company, in
writing, received within seven (7) days of the date of its execution by Employee (the “Revocation
Period”). Employee agrees that Employee will not receive the benefits provided by this Agreement if
Employee revokes this Agreement. Employee also acknowledges and agrees that if the Company has not
received from Employee notice of Employee’s revocation of this Agreement prior to the expiration of
the Revocation Period, Employee will have forever waived Employee’s right to revoke this Agreement,
and this Agreement shall thereafter be enforceable and have full force and effect.



     5. Acknowledgement: Employee acknowledges and agrees that: (A) except as to any
Severance Benefits which remain unpaid as of the date of this Agreement, no additional
consideration, including salary, wages, bonuses or Equity Awards as described in the Employment
Agreement, is to be paid to him by the Company in connection with this Agreement; (B) except as
provided by this Agreement, Employee has no contractual right or claim to the Severance Benefits;
and, (C) payments pursuant to this Agreement shall terminate immediately if Employee breaches any
of the provisions of this Agreement.



     6. Non-Admissions: Employee acknowledges that by entering into this Agreement, the
Company does not admit, and does specifically deny, any violation of any local, state, or federal
law.



     7. Confidentiality: Employee agrees that Employee shall not directly or indirectly
disclose the terms, amount or fact of this Agreement to anyone other than Employee’s immediate
family or counsel, except as such disclosure may be required for accounting or tax reporting
purposes or as otherwise may be required by law.



     8. Nondisparagement: Each party agrees that it will not make any statements, written
or verbal, or cause or encourage others to make any statements, written or verbal, that defame,
disparage or in any way criticize the personal or business reputation, practices or conduct of the
other including, in the case of the Company, its employees, directors and stockholders.



     9. Acknowledgement of Restrictions; Confidential Information: Employee acknowledges
and agrees that Employee has continuing non-competition, non-solicitation and non-disclosure
obligations under the Employment Agreement and the Employee Innovations and Proprietary Rights
Assignment Agreement between Employee and the Company (the “Proprietary Rights Agreement”).
Employee acknowledges and reaffirms Employee’s obligation to continue abide fully and completely
with all post-employment provisions of the Employment Agreement and the Proprietary Rights
Agreement and agrees that nothing in this Agreement shall operate to excuse or otherwise relieve
Employee of such obligations.



     11. Severability: If any provision of this Agreement is held to be illegal, invalid,
or unenforceable, such provision shall be fully severable and/or construed in remaining part to the
full extent allowed by law, with the remaining provisions of this Agreement continuing in full
force and effect.



 









 





     12. Entire Agreement: This Agreement, along with the Employment Agreement and the
Proprietary Rights Agreement which are referred to above, constitute the entire agreement between
the Employee and the Company, and supersede all prior and contemporaneous negotiations and
agreements, oral or written. This Agreement cannot be changed or terminated except pursuant to a
written agreement executed by the parties.



     13. Governing Law: This Agreement shall be governed by and construed in accordance
with the laws of the State of Arizona, except where preempted by federal law.



     14. Statement of Understanding: By executing this Agreement, Employee acknowledges
that (a) Employee has had at least twenty-one (21) or forty-five (45) days, as applicable in
accordance with the Age Discrimination in Employment Act, as amended, to consider the terms of this
Agreement and has considered its terms for such a period of time or has knowingly and voluntarily
waived Employee’s right to do so by executing this Agreement and returning it to the Company; (b)
Employee has been advised by the Company to consult with an attorney regarding the terms of this
Agreement; (c) Employee has consulted with, or has had sufficient opportunity to consult with, an
attorney of Employee’s own choosing regarding the terms of this Agreement; (d) any and all
questions regarding the terms of this Agreement have been asked and answered to Employee’s complete
satisfaction; (e) Employee has read this Agreement and fully understands its terms and their
import; (f) except as provided by this Agreement, Employee has no contractual right or claim to the
benefits and payments described herein; (g) the consideration provided for herein is good and
valuable; and (h) Employee is entering into this Agreement voluntarily, of Employee’s own free
will, and without any coercion, undue influence, threat, or intimidation of any kind or type
whatsoever.



EXECUTED in       
                 
    
             , this day of   
                         
             , 20        
            .




	 	 	 	 	 
	 

	 	 

EMPLOYEE
	 	 






EXECUTED in           
               
               , this day of      
                 
                  , 20                     .



	 	 	 	 	 	 	 
	 	 	JDA Software Group, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







 









 








EXHIBIT C




Employee Innovations and Proprietary Rights Assignment Agreement





 











 





Confidentiality Agreement




July 19, 2009




Mr. Pete Hathaway

5827 E. Sanna Street

Paradise Valley, AZ 85253




Dear Pete:



This letter agreement (“Agreement”) sets forth and confirms certain understandings between you and
JDA Software Group, Inc., a Delaware corporation and its current and future affiliates
(collectively, “JDA”), and third parties who have provided confidential information to JDA
(“Third-Party Beneficiaries”) with respect to your employment with JDA Software, Inc. and your
responsibilities and obligations to JDA. Your signature of this Agreement is a condition of your
employment with JDA.



JDA’s disclosure of confidential information to you is conditioned upon and in consideration for
your entering into this Agreement. This Agreement is intended to protect important interests of
JDA and the Third-Party Beneficiaries, particularly their interests in valuable technology,
customers, personnel, business interests and confidential information that JDA has acquired or
obtained access to over the years.



During your employment, you will obtain access to information regarding the business of JDA and
which is confidential to JDA or Third-Party Beneficiaries (“Confidential Information”).
“Confidential Information” includes but is not limited to:





	 	(1)	 	Application, data base, and other computer software developed or acquired by
JDA, whether now or existing in the future, and all modifications, enhancements and
versions of the software and all options available with respect to the software, and
all future products developed or derived from the software;
	 
	 	(2)	 	Source and object codes, flowcharts, algorithms, coding sheets, routines,
sub-routines, design concepts and related documentation and manuals;
	 
	 	(3)	 	Marketing techniques and arrangements, mailing lists, purchasing information,
pricing policies, quoting procedures, financial information, customer and prospect
names and requirements, employee, customer, supplier and distributor data and other
materials and information relating to JDA’s business and activities and the manner in
which JDA does business;
	 
	 	(4)	 	Discoveries, concepts and ideas including, without limitation, the nature and
results of research and development activities, processes, formulas, inventions,
computer-related equipment or technology, techniques, “know-how”, designs, drawings and
specifications;
	 
	 	(5)	 	Organizational charts, internal telephone lists and employee directories,
salary information, benefits, and other personnel information that is not publicly
available;
	 
	 	(6)	 	Any other materials or information related to the business or activities of JDA
that are not generally known to others engaged in similar businesses or activities;
	 
	 	(7)	 	All ideas which are derived from or relate to your access to or knowledge of
any of the above enumerated materials and information; and





Page 1 of 4









 










Confidentiality Agreement





	 	(8)	 	Any materials or information related to the business or activities of the
Third-Party Beneficiaries that are received by JDA in confidence or subject to
nondisclosure or similar covenants, including without limitation, confidential
proprietary business records, financial information, trade secrets, strategies, methods
and practices of licensees of JDA software.




Confidential Information does not include inventions or other confidential information, if any,
listed on Exhibit A of this Agreement.



Maintaining the confidentiality of the Confidential Information is of utmost importance to JDA.
Accordingly, you agree that, except in the performance of your duties as an employee of JDA, from
and after the date of this Agreement (including after the termination of your relationship with
JDA, for whatever reason), you will not disclose to any person, association, firm, corporation or
other entity in any manner, directly or indirectly, any of the Confidential Information (in
whatever form), received, acquired, or developed by you through your association with JDA, or use,
or permit any person, association, corporation or other entity to use, in any manner, directly or
indirectly, any such Confidential Information.



You acknowledge that any computer programs, documentation or other copyrightable works created in
whole or in part by you during your employment with JDA are “works made for hire” under the United
States Copyright Act, 17 U.S.C. § 101, and become part of the Confidential Information.



Confidential Information that you make, conceive, discover or develop, whether alone or jointly
with others, at any time during your employment with JDA, whether at the request or upon the
suggestion of JDA or otherwise, are the sole and exclusive property of JDA if such items relate to
or are useful in connection with any business now or hereafter carried on or contemplated by JDA,
including developments or expansions of JDA’s present field of operations. You must promptly
disclose to JDA all Confidential Information made, conceived, discovered, or developed in whole or
in part by you for JDA during your employment with JDA and to assign to JDA any right, title or
interest you may have in such Confidential Information. You agree to execute any instruments and
to do all other things reasonably requested by JDA (both during and after your employment with JDA)
in order to vest more fully in JDA all ownership rights in those items hereby transferred by you to
JDA. If any one or more of such items are protectible by copyright, and are deemed in any way to
fall within the definition of “work made for hire”, as that term is defined in 17 U.S.C. § 101,
such works shall be considered “works made for hire”, the copyright of which shall be owned solely,
completely and exclusively by JDA. If any one or more of the items are protectible by copyright
and are not considered to be included in the categories of works covered by the “work made for
hire” definition contained in 17 U.S.C. § 101, such works shall be deemed to be assigned and
transferred completely and exclusively to JDA by virtue of your execution of this letter.



You agree to maintain the confidentiality of the Confidential Information during your employment
and perpetually after the date of your termination. This Agreement shall be binding upon you and
JDA, and its successors and assigns and shall inure to the benefit of JDA and the Third-Party
Beneficiaries. JDA’s failure to require performance of your obligations under this Agreement does
not affect the right of JDA to enforce any provisions of this Agreement at a subsequent time, and
does not constitute a waiver of any rights arising out of any subsequent or prior breach.



Upon voluntary or involuntary termination of your employment with JDA, you agree to sign an
acknowledgement that the obligations set forth herein pertaining to Confidential Information shall
continue beyond the last day of your employment at JDA. This Agreement (a) may not be modified
orally, but only by written agreement signed by you and JDA’s President; (b) contains the entire
understanding between you and JDA with respect to this subject matter, and (c) supersedes any prior
agreements on this subject. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of the other provisions of this Agreement.




Page 2 of 4









 









Confidentiality Agreement



Nothing in this Agreement should be construed as a guarantee that your employment will continue for
any specific period of time. This Agreement does not create or imply a contract of employment or
constitute a promise of employment or continued employment. Your employment with JDA remains
“at-will” unless you and JDA have signed a separate contract of employment expressly and explicitly
modifying your status as an at-will employee.



You must not use or disclose your own or any other party’s confidential or proprietary documents,
materials, or information to JDA or any third party in the course of performing your duties as an
employee of JDA, unless the owner of the information has authorized the use or disclosure.



When your relationship with JDA ends (regardless of the reason), and earlier if JDA requests, you
must immediately return to JDA all materials, correspondence, documents and other writings,
computer programs and printouts, and other information in written, graphic, magnetic, optical,
computerized or other form, which relate to or reflect any Confidential Information, or the
business of JDA, and you must not retain any copies thereof, regardless of where or by whom such
materials and information were kept or prepared.



This Agreement shall be governed by and construed in accordance with the laws of Arizona. Any
suit, legal action or other legal proceeding arising out of or relating to this Agreement shall be
brought exclusively in the federal or state courts located in the State of Arizona. You agree to
submit to personal jurisdiction in the foregoing courts and to venue in those courts. You further
agree to waive all legal challenges and defenses to the propriety of a forum in Arizona, and to the
application of Arizona law therein.



By signing below, you acknowledge that you understand and agree to the terms contained in this
Agreement, and that you are freely and voluntarily entering into this Agreement.




ACCEPTED AND AGREED:



	 	 	 
	 

Name

	 	 






Page 3 of 4









 






Confidentiality Agreement




EXHIBIT A




JDA Software Group, Inc.

14400 North 87th Street

Scottsdale, Arizona 85260-3649




Dear Sir or Madam:





1. The following is a complete list of all inventions or improvements relevant to the
subject matter of my employment by JDA Software Group, Inc. (the “Company”) that have been
made or conceived or first reduced to practice by me alone or jointly with others prior to
my employment by the Company, that I desire to remove from the operation of the Company’s
Proprietary Information and Inventions Agreement.



                                             No inventions or improvements.




                                             See below:




                                             Additional sheets attached.




     2. I propose to bring to the Company, as part of my employment, the following materials and
documents of a former employer:



                                             No materials or documents.




                                             See below:




	 	 	 	 	 
	 

	 	 

Employee
	 	 







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