JDA SOFTWARE GROUP, INC.
1998 EMPLOYEE STOCK PURCHASE PLAN
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1 ESTABLISHMENT. The JDA Software Group, Inc. 1998 Employee Stock Purchase Plan (the "PLAN") is
hereby established effective as of the date on which the stockholders of the Company approve the adoption of
1.2 PURPOSE. The purpose of the Plan is to advance the interests of Company and its stockholders by
providing an incentive to attract, retain and reward Eligible Employees of the Participating Company Group and
by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The
Plan provides such Eligible Employees with an opportunity to acquire a proprietary interest in the Company
through the purchase of Stock. The Company intends that the Plan qualify as an "employee stock purchase plan"
Section 423 of the Code (including any amendments or replacements of such section), and the Plan shall be so
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.
2. DEFINITIONS AND CONSTRUCTION.
2.1 DEFINITIONS. Any term not expressly defined in the Plan but defined for purposes of Section 423 of the
Code shall have the same definition herein. Whenever used herein, the following terms shall have their respective
meanings set forth below:
(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 a 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 s