JDA SOFTWARE GROUP, INC.
1996 STOCK OPTION PLAN
(AS OF NOVEMBER 9, 2000)
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1 ESTABLISHMENT. The JDA Software Group, Inc. 1996 Stock Option Plan is hereby established effective
as of January 12, 1996 (the "EFFECTIVE DATE").
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
lapsed. However, all Incentive Stock Options shall be granted, if at all, within ten (10) years from the Effective
Date. Notwithstanding the foregoing, if the maximum number of shares of Stock issuable pursuant to the Plan as
provided in Section 4.1 has been increased at any time, all Incentive Stock Options shall be granted, if at all, no
later than the last day preceding the tenth (10th) anniversary of the earlier of (a) the date on which the latest such
increase in the maximum number of shares of Stock issuable under the Plan was approved by the stockholders of
the Company or (b) the date such amendment was adopted by the Board.
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