JDA SOFTWARE GROUP, INC.
INCENTIVE STOCK OPTION AGREEMENT
The Company has granted to Brent W. Lippman (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) "OPTION EXPIRATION DATE" means the date ten (10) years after the Date of Option Grant.
(b) "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).
(c) "CAUSE" shall occur if the Optionee's Service is terminated for any of the following reasons:
(i) theft, dishonesty, or intentional falsification of any employment or Company records;
(ii) improper disclosure of the Company's confidential or proprietary information; or
(iii) the Optionee's conviction (including any plea of guilty or nolo contendre) for any criminal act that impairs his
ability to perform his duties for the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended, and any applicable regulations
(e) "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.
(f) "COMPANY" means JDA Software Group, Inc., a Delaware corporation, or