1995 STOCK OPTION PLAN - [PLEASE DELETE BEFORE PRINTING]
JDA SOFTWARE GROUP, INC.
STOCK OPTION AGREEMENT
THIS AMENDMENT OF STOCK OPTION AGREEMENT is made by and between JDA Software Group,
Inc., a Delaware corporation (the "Company"), and _______________ (the "Optionee").
WHEREAS, on _________________, the Company granted to the Optionee an option to purchase
__________ shares of the Company's common stock at an exercise price of $_______ per share (the
"Option"), which was evidenced by a Stock Option Agreement (the "Option Agreement"); and
WHEREAS, the Company and the Optionee wish to amend the Option to provide for acceleration of vesting of
any unvested shares subject to the Option upon the occurrence of certain events related to an acquisition of the
Company, pursuant to the terms and conditions set forth below;
NOW, THEREFORE, the Company and the Optionee agree as follows:
1. Effective Date. This Amendment is effective as of ____________, 1999.
2. Acceleration Upon Non-Assumption of the Option. In the event of a Transfer of Control (as defined below),
the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be
(the "Acquiring Corporation"), shall either assume the Company's rights and obligations under the Option or
substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. In the event that
the Acquiring Corporation fails to assume the Company's rights and obligations under the Option or substitute for
the Option in connection with the Transfer of Control, and provided that the Optionee's employment with the
Company has not been terminated by the Company for Cause and has not expired prior to such date, any
unexercised portion of the Option shall be immediately exercisable and vested in full as of the date ten (10) days
prior to the date of the Transfer of Control. An exercise of the Option that was permissible solely by reason of