JDA SOFTWARE GROUP, INC.
1998 NONSTATUTORY STOCK OPTION PLAN
(AS AMENDED ON MARCH 28, 2003)
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1 ESTABLISHMENT. The JDA Software Group, Inc. 1998 Nonstatutory Stock Option Plan is hereby
established effective as of January 27, 1998.
1.2 PURPOSE. The purpose of the Plan is to advance the interests of the Participating Company Group and its
stockholders by providing an incentive to attract, retain and reward persons performing services for the
Participating Company Group and by motivating such persons to contribute to the growth and profitability of the
Participating Company Group.
1.3 TERM OF PLAN. The Plan shall continue in effect until the earlier of its termination by the Board or the date
on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on
such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have
2. DEFINITIONS AND CONSTRUCTION.
2.1 DEFINITIONS. Whenever used herein, the following terms shall have their respective meanings set forth
(a) "BOARD" means the Board of Directors of the Company. If one or more Committees have been appointed
by the Board to administer the Plan, "Board" also means such Committee(s).
(b) "CODE" means the Internal Revenue Code of 1986, as amended, and any applicable regulations
(c) "COMMITTEE" means the Compensation Committee or other committee of the Board duly appointed to
administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the
Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein,
including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the
Plan and any applicable limitations imposed by law.
(d) "COMPANY" means JDA Software Group, Inc., a Delaware corporation, or any successor corporatio