EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "AGREEMENT") is entered into
and shall be effective as of July 23, 2002 (the "EFFECTIVE DATE"), by and among JDA SOFTWARE
GROUP, INC., a Delaware corporation ("COMPANY") and JAMES D. ARMSTRONG ("EXECUTIVE").
A. Company, Executive and JDA Software, Inc., an Arizona corporation and wholly-owned subsidiary of
Company, are parties to an Employment Agreement entered into effective as of January 1, 1998 (the
"EMPLOYMENT AGREEMENT"), pursuant to which Executive has been employed as Co-Chairman of the
Board of Directors of Company.
B. Company's former Co-Chief Executive Officer resigned effective as of January 4, 1999, and Executive has
served as Company's Chief Executive Officer since such resignation.
C. Company's former Co-Chairman of the Board of Directors resigned effective June 23, 2000, and Executive
has served as Company's sole Chairman of the Board of Directors since such resignation.
D. Company and Executive desire to amend and restate the Employment Agreement in its entirety in accordance
with Section 9(i) thereof as hereafter set forth.
NOW, THEREFORE, in consideration of the mutual premises herein contained, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
The Employment Agreement is hereby amended and restated in its entirety as of the Effective Date.
1. Employment. Company hereby employs Executive, and Executive hereby accepts such employment, upon the
terms and conditions set forth herein.
2.1 Position. Executive is employed as Chairman of the Board of Directors ("CHAIRMAN") and Chief
Executive Officer ("CEO") of Company. Executive shall perform faithfully and diligently all duties assigned to
Executive. The Board of Directors of Company ("BOARD") reserves the right to modify Executive's position and
duties at any time in its sole and absolute discretion, provided that the duties assigned are consistent wi