JDA SOFTWARE GROUP, INC.
INCENTIVE STOCK OPTION AGREEMENT
The Company has granted to ___________________ (the "OPTIONEE") an option to purchase certain shares
of Stock, upon the terms and conditions set forth in this Option Agreement and the Notice of Stock Option Grant
to which this Option Agreement is attached as Exhibit A (the "NOTICE").
1. DEFINITIONS AND CONSTRUCTION.
1.1 DEFINITIONS. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such
terms in the Notice. 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" shall also mean 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 in the
Plan, 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 corporation
(e) "CONSULTANT" means any person, including an advisor, engaged by a Participating Company to render
services other than as an Employee or a Director.
(f) "DIRECTOR" means a member of the Board or of the board of directors of any other Participating Company.
(g) "DISABILITY" means the permanent and total disability of the Optionee within the meaning of Section 22(e)
(3) of the Code.
(h) "EMPLOYEE" means any person treated as an employee (including an officer or a Director who is