JDA SOFTWARE GROUP, INC.
2008 Employee Stock Purchase Plan
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN .
1.1 Establishment. The JDA Software Group, Inc. 2008 Employee Stock Purchase Plan (the “ Plan
” ) is hereby established effective as of the effective date of the initial registration by the Company of its Stock
under Section 12 of the Securities Exchange Act of 1934, as amended (the “ Effective Date ” ).
1.2 Purpose. The purpose of the Plan is to advance the interests of the 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”
under Section 423 of the Code (including any amendments or replacements of such section), and the Plan shall
be so construed.
Term of Plan. The Plan shall continue in effect until its termination by the Committee.
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.
(b) “ Change in Control ” means the occurrence of any of the following:
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes
the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing more than fifty percent (50%) of the total combined voting power of the