JDA SOFTWARE GROUP, INC.
RESTRICTED STOCK AGREEMENT
JDA Software Group, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock (the
"GRANT NOTICE") to which this Restricted Stock Agreement (the "AGREEMENT") is attached an Award
consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The
Award has been granted pursuant to the JDA Software Group, Inc. 2005 Performance Incentive Plan (the
"PLAN"), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By
signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read
and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan in the form most
recently registered with the Securities and Exchange Commission (the "PLAN PROSPECTUS"),
(b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan
and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon
any questions arising under the Grant Notice, this Agreement or the Plan. Unless otherwise defined herein,
capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.
1. DEFINITIONS AND CONSTRUCTION.
1.1 DEFINITIONS. Whenever used herein, the following terms shall have their respective meanings set forth
(a) "CAUSE" shall mean the Participant's: (a) theft, dishonesty, or intentional falsification of any employment or
Participating Company Group records; improper disclosure of the Participating Company Group's confidential or
proprietary information; (b) the Participant's conviction (including any plea of guilty or nolo contendere) for any
criminal act that materially impairs the Participant's ability to perform the Participant's duties for the Participating
Company Group; or (c) a material breach of the Participant's