THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into and shall be effective as of January 1,
1998 (the "Effective Date"), by and among JDA SOFTWARE GROUP, INC., a Delaware corporation ("JDA"),
JDA SOFTWARE, INC., an Arizona corporation and subsidiary of JDA ("Subsidiary"), and FREDERICK M.
A. Employee was formerly employed by Subsidiary, in the capacity of President pursuant to that certain
Employment Agreement dated effective as of March 30, 1995 and First Amendment to Employment Agreement
dated January 12, 1996 (collectively, the "Original Agreement").
B. Employee resigned as President of Subsidiary and accepted an appointment to the newly created office of the
Co-Chairman of the Board of Directors of JDA, effective as of October 11, 1997.
C. Subsidiary and Employee now desire to terminate the Original Agreement to reflect Employee's voluntary
termination of employment with Subsidiary, and JDA desires to employ Employee and Employee desires to
accept employment with JDA on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual premises herein contained, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. TERMINATION OF ORIGINAL AGREEMENT. The Original Agreement is hereby terminated as of the
Effective Date. Such termination by Employee is voluntary, and Employee expressly agrees that no additional
compensation is due to Employee under the terms of the Original Agreement.
2. EMPLOYMENT. JDA agrees to employ Employee as Co-Chairman of the Board of Directors and
Employee agrees to accept such employment with JDA on the terms and subject to the conditions set forth in this
3. TERM. The term of this Agreement (the "Employment Term") shall commence on the Effective Date and
continue until terminated as hereafter provided.
a. Base Salary. During the Employment Term, JDA agrees to pay Employee a salary