10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from            to

Commission File Number: 0-27876

JDA SOFTWARE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	86-0787377
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

14400 North 87^th Street
Scottsdale, Arizona 85260
(480) 308-3000

(Address and telephone number of principal executive offices)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Acts. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, was 34,514,874 as of October 30, 2009.

FORM 10-Q

TABLE OF CONTENTS

		Page No.
PART I: INTERIM FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008		3
	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2009 and September 30, 2008		4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2009 and September 30, 2008		5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 and September 30, 2008		6
	Notes to Condensed Consolidated Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		39
Item 4.	Controls and Procedures		40
PART II: OTHER INFORMATION
Item 1.	Legal Proceedings		41
Item 1A.	Risk Factors		41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		48
Item 3.	Defaults Upon Senior Securities		49
Item 4.	Submission of Matters to a Vote of Security Holders		49
Item 5.	Other Information		49
Item 6.	Exhibits		49
Signatures			50
EX-10.1
EX-10.2
EX-10.4
EX-10.5
EX-31.1
EX-31.2
EX-32.1

2

Part I: FINANCIAL INFORMATION

Item 1. Financial Statements

JDA SOFTWARE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts, unaudited)

	September 30,			December 31,
	2009			2008
ASSETS
Current Assets:
Cash and cash equivalents	$	85,477		$	32,696
Accounts receivable, net		60,236			79,353
Income tax receivable		2,298			316
Deferred tax asset		23,221			22,919
Prepaid expenses and other current assets		18,292			14,223
Total current assets		189,524			149,507
Non-Current Assets:
Property and equipment, net		41,608			43,093
Goodwill		135,275			135,275
Other intangibles, net:
Customer lists		104,848			121,719
Acquired software technology		21,206			24,160
Trademarks		326			1,335
Deferred tax asset		35,996			44,815
Other non-current assets		7,272			4,872
Total non-current assets		346,531			375,269
Total Assets	$	536,055		$	524,776
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	8,574		$	3,273
Accrued expenses and other liabilities		39,381			52,090
Deferred revenue		71,852			62,005
Total current liabilities		119,807			117,368
Non-Current Liabilities:
Accrued exit and disposal obligations		7,269			8,820
Liability for uncertain tax positions		7,447			7,093
Total non-current liabilities		14,716			15,913
Total Liabilities		134,523			133,281
Redeemable Preferred Stock		—			50,000
Stockholders’ Equity:
Preferred stock, $.01 par value; authorized 2,000,000 shares; none issued or outstanding		—			—
Common stock, $.01 par value; authorized, 50,000,000 shares; issued 36,269,083 and 32,458,396 shares, respectively		363			325
Additional paid-in capital		361,740			305,564
Deferred compensation		(7,681	)		(2,915	)
Retained earnings		65,517			56,268
Accumulated other comprehensive income (loss)		3,589			(2,017	)
Less treasury stock, at cost, 1,774,006 and 1,307,317 shares, respectively		(21,996	)		(15,730	)
Total stockholders’ equity		401,532			341,495
Total liabilities and stockholders’ equity	$	536,055		$	524,776

See notes to condensed consolidated financial statements.

3

JDA SOFTWARE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except earnings per share data, unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
REVENUES:
Software licenses	$	17,250		$	23,011		$	60,160		$	58,593
Maintenance services		45,010			46,388			132,378			138,843
Product revenues		62,260			69,399			192,538			197,436
Consulting services		30,852			26,437			78,965			78,901
Reimbursed expenses		2,747			2,610			7,174			7,780
Service revenues		33,599			29,047			86,139			86,681
Total revenues		95,859			98,446			278,677			284,117
COST OF REVENUES:
Cost of software licenses		580			613			2,417			2,009
Amortization of acquired software technology		966			1,309			2,954			4,270
Cost of maintenance services		10,883			11,513			32,416			34,145
Cost of product revenues		12,429			13,435			37,787			40,424
Cost of consulting services		22,219			20,315			61,732			61,084
Reimbursed expenses		2,747			2,610			7,174			7,780
Cost of service revenues		24,966			22,925			68,906			68,864
Total cost of revenues		37,395			36,360			106,693			109,288
GROSS PROFIT		58,464			62,086			171,984			174,829
OPERATING EXPENSES:
Product development		12,495			13,288			37,732			40,196
Sales and marketing		15,888			15,899			46,310			47,738
General and administrative		12,305			10,440			35,001			32,406
Amortization of intangibles		5,753			6,075			17,880			18,227
Restructuring charges and adjustments to acquisition-related reserves		2,543			399			6,705			3,954
Total operating expenses		48,984			46,101			143,628			142,521
OPERATING INCOME		9,480			15,985			28,356			32,308
Interest expense and amortization of loan fees		(346	)		(2,353	)		(971	)		(7,313	)
Interest income and other, net		1,006			51			886			2,127
INCOME BEFORE INCOME TAXES		10,140			13,683			28,271			27,122
Income tax provision		3,877			5,441			10,429			10,451
NET INCOME	$	6,263		$	8,242		$	17,842		$	16,671
Consideration paid in excess of carrying value on the repurchase of redeemable preferred stock		(8,593	)		—			(8,593	)		—
INCOME (LOSS) APPLICABLE TO COMMON SHAREHOLDERS	$	(2,330	)	$	8,242		$	9,249		$	16,671
EARNINGS (LOSS) PER SHARE APPLICABLE TO COMMON SHAREHOLDERS:
Basic earnings (loss) per share	$	(.07	)	$	.24		$	.26		$	.49
Diluted earnings (loss) per share	$	(.07	)	$	.23		$	.26		$	.47
SHARES USED TO COMPUTE EARNINGS (LOSS) PER SHARE:
Basic earnings (loss) per share		33,505			34,528			35,076			34,223
Diluted earnings (loss) per share		33,505			35,432			35,329			35,261

See notes to condensed consolidated financial statements.

4

JDA SOFTWARE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2009		2008			2009		2008
NET INCOME	$	6,263	$	8,242		$	17,842	$	16,671
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign currency translation adjustment		2,032		(3,797	)		5,606		(2,901	)
Change in fair value of interest rate swap		—		329			—		159
Total other comprehensive income (loss)		2,032		(3,468	)		5,606		(2,742	)
COMPREHENSIVE INCOME	$	8,295	$	4,774		$	23,448	$	13,929

See notes to condensed consolidated financial statements.

5

JDA SOFTWARE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

	Nine Months
	Ended September 30,
	2009			2008
OPERATING ACTIVITIES:
Net income	$	17,842		$	16,671
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		28,043			29,909
Provision for doubtful accounts		900			—
Amortization of loan origination fees		—			713
Excess tax benefits from stock-based compensation		—			1,638
Share-based compensation expense		6,412			3,135
Net gain on disposal of property and equipment		(55	)		—
Deferred income taxes		8,517			8,888
Changes in assets and liabilities:
Accounts receivable		19,536			11,611
Income tax receivable		(1,838	)		482
Prepaid expenses and other assets		(3,976	)		(424	)
Accounts payable		5,685			1,877
Accrued expenses and other liabilities		(11,478	)		(4,698	)
Income tax payable		380			(628	)
Deferred revenue		10,560			1,498
Net cash provided by operating activities		80,528			70,672
INVESTING ACTIVITIES:
Payment of direct costs related to acquisitions		(4,431	)		(5,434	)
Purchase of other property and equipment		(5,541	)		(6,065	)
Proceeds from disposal of property and equipment		62			115
Net cash used in investing activities		(9,910	)		(11,384	)
FINANCING ACTIVITIES:
Issuance of common stock — equity plans		14,524			6,014
Excess tax benefits from stock-based compensation		—			(1,638	)
Purchase of treasury stock		(6,266	)		(1,902	)
Redemption of redeemable preferred stock		(28,068	)		—
Principal payments on term loan agreement		—			(19,086	)
Loan origination fees		—			(3,375	)
Net cash used in financing activities		(19,810	)		(19,987	)
Effect of exchange rates on cash		1,973			(3,786	)
Net increase in cash and cash equivalents		52,781			35,515
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		32,696			95,288
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	85,477		$	130,803

See notes to consolidated financial statements.

6

JDA SOFTWARE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

	Nine Months
	Ended September 30,
	2009		2008
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	3,262	$	3,141
Cash paid for interest	$	304	$	6,803
Cash received for income tax refunds	$	723	$	502
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Conversion of redeemable preferred stock to common stock	$	30,525	$	—

See notes to consolidated financial statements.

7

JDA SOFTWARE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except percentages, shares, per share amounts, or as otherwise stated)
(unaudited)

1. Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements of JDA Software Group, Inc. (“we” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to interim financial statements. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

     The Financial Accounting Standards Board (“FASB”) has established the FASB Standard Accounting Codification (“Codification”) as the source of authoritative U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities. The Codification, which is effective for all reporting periods that end after September 15, 2009, supersedes and replaces all existing non-SEC accounting and reporting standards. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Adoption of the Codification did not have a material impact on our consolidated financial statement note disclosures.

2. Subsequent Events

     Subsequent events have been evaluated through November 3, 2009, which is the date these financial statements were filed with the Securities and Exchange Commission. On this date, the financial statements are considered issued and widely distributed to shareholders and other financial statement users for general use and reliance in a form and format that complies with generally accepted accounted principles. Based on our evaluation, there are no subsequent events that need to be reported in this quarterly report on Form 10-Q for the quarterly period ended September 30, 2009.

3. Derivative Instruments and Hedging Activities

     We use derivative financial instruments, primarily forward exchange contracts, to manage a majority of the foreign currency exchange exposure associated with net short-term foreign currency denominated assets and liabilities that exist as part of our ongoing business operations that are denominated in a currency other than the functional currency of the subsidiary. The exposures relate primarily to the gain or loss recognized in earnings from the settlement of current foreign currency denominated assets and liabilities. We do not enter into derivative financial instruments for trading or speculative purposes. The forward exchange contracts generally have maturities of less than 90 days and are not designated as hedging instruments. Forward exchange contracts are marked-to-market at the end of each reporting period, using quoted prices for similar assets or liabilities in active markets, with gains and losses recognized in other income offset by the gains or losses resulting from the settlement of the underlying foreign currency denominated assets and liabilities.

     At September 30, 2009, we had forward exchange contracts with a notional value of $40.7 million and an associated net forward contract receivable of $577,000. At December 31, 2008, we had forward exchange contracts with a notional value of $33.5 million and an associated net forward contract liability of $14,000. These derivatives are not designated as hedging instruments. The forward contract receivables or liabilities are included in the condensed consolidated balance sheet under the captions, “Prepaid expenses and other current assets” or “Accrued expenses and other liabilities” as appropriate. The notional value represents the amount of foreign currencies to be purchased or sold at maturity and does not represent our exposure on these contracts. We recorded net foreign currency exchange contract gains of $609,000 and $78,000 in the nine months ended September 30, 2009 and 2008, respectively, which are included in the condensed consolidated statements of income under the caption “Interest Income and other, net.”

8

4. Goodwill and Other Intangibles, Net

     Goodwill and other intangible assets consist of the following:

			September 30, 2009
			Gross					December 31, 2008
	Estimated		Carrying		Accumulated			Gross Carrying		Accumulated
	Useful Lives		Amount		Amortization			Amount		Amortization
Goodwill			$	135,275	$	—		$	135,275	$	—
Other amortized intangible assets:
Customer lists		8 to 13 years		183,383		(78,535	)		183,383		(61,664	)
Acquired software technology		8 to 15 years		65,847		(44,641	)		65,847		(41,687	)
Trademarks		3 to 5 years		5,191		(4,865	)		5,191		(3,856	)
				254,421		(128,041	)		254,421		(107,207	)
			$	389,696	$	(128,041	)	$	389,696	$	(107,207	)

     We found no indication of impairment of our goodwill balances in the nine months ended September 30, 2009 and, absent future indicators of impairment, the next annual impairment test will be performed in fourth quarter 2009. As of September 30, 2009, the goodwill balance has been allocated to our reporting units as follows: $87.1 million to Retail, $44.5 million to Manufacturing and Distribution, and $3.7 million to Services Industries.

     Amortization expense for the three and nine months ended September 30, 2009 was $6.7 million and $20.8 million, respectively, compared to $7.4 million and $22.5 million, respectively in the three and nine months ended September 30, 2008. The decrease in amortization in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 is due primarily to certain software technology acquired from E3 Corporation in 2001 that has now been fully amortized.

     Amortization expense is reported in the condensed consolidated statements of income within cost of revenues under the caption “Amortization of acquired software technology” and in operating expenses under the caption “Amortization of intangibles.” As of September 30, 2009, we expect amortization expense for the remainder of 2009 and the next four years to be as follows:

Year	Amortization
2009	$	6,719
2010	$	26,277
2011	$	25,962
2012	$	25,500
2013	$	24,810

5. Acquisition of Equity Interest in European-based Strategix Enterprise Technology

     In July 2009, we purchased 49.1% of the registered share capital of Strategix Enterprise Technology GMBH and Strategix Enterprise Technology sp.z.o.o. (collectively, “Strategix”) for cash. The initial investment, which is not material to our financial statements, is reflected in the condensed consolidated balance sheet under the caption “Other non-current assets” and in the condensed consolidated statement of cash flows as an investing activity under the caption “Payment of direct costs related to acquisitions.” We will adjust the initial investment and record our equity share of earnings or losses on a one-quarter lag beginning in fourth quarter 2009. The transaction provides for additional annual purchase price earn-outs in each of 2009, 2010 and 2011 if defined performance milestones are achieved. The Company also has an option to purchase the remaining registered share capital of Strategix beginning on the third anniversary date of the transaction based on defined operating metrics. Strategix has been a distributor of our supply and category management applications in Central and Eastern Europe and Russia since 2004. As part of this transaction, Strategix will now have access to our entire suite of products, and we believe such access will expand our presence with retail, manufacturing and

9

wholesale-distribution customers in these markets. We have also acquired the rights to various applications developed by Strategix that are designed to enhance certain of our space and category management solutions, plus a suite of SAP integration tools.

6. Acquisition Reserves

     We recorded initial acquisition reserves of $47.4 million for restructuring charges and other direct costs associated with the acquisition of Manugistics in 2006. The restructuring charges were primarily related to facility closures, employee severance and termination benefits and other direct costs associated with the acquisition, including investment banker fees, change-in-control payments, and legal and accounting costs. Subsequent adjustments of $2.9 million were made to reduce the reserves in 2007 and 2008 based on our revised estimates of the restructuring costs to exit certain of the activities of Manugistics. The majority these adjustments were made by June 30, 2007 and included in the final purchase price allocation. All adjustments made subsequent to June 30, 2007, including the $539,000 increase recorded in the nine months ended September 30, 2009, have been included in the consolidated statements of operations under the caption “Restructuring charges and adjustments to acquisition-related reserves.” Adjustments made in the nine months ended September 30, 2009 resulted primarily from our revised estimate of sublease rentals and market adjustments on an unfavorable office facility lease in the United Kingdom. The unused portion of the acquisition reserves was $11.8 million at September 30, 2009, of which $4.5 million is included in the condensed consolidated balance sheet in current liabilities under the caption “Accrued expenses and other liabilities” and $7.3 million is included in non-current liabilities under the caption “Accrued exit and disposal obligations.” A summary of the charges and adjustments recorded against the reserves is as follows:

									Impact of										Impact of
									Changes in			Balance							Changes in		Balance
	Initial		Adjustments			Cash			Exchange			December 31,		Adjustments		Cash			Exchange		Sept 30,
Description of charge	Reserve		to Reserves			Charges			Rates			2008		to Reserves		Charges			Rates		2009
Restructuring charges:
Office closures, lease terminations and sublease costs	$	29,212	$	(2,351	)	$	(13,109	)	$	(1,034	)	$	12,718	$	539	$	(2,220	)	$	293	$	11,330
Employee severance and termination benefits		3,607		(767	)		(2,465	)		107			482		—		(3	)		26		505
IT projects, contract termination penalties, capital lease buyouts and other costs to exit activities of Manugistics		1,450		222			(1,672	)		—			—		—		—			—		—
		34,269		(2,896	)		(17,246	)		(927	)		13,200		539		(2,223	)		319		11,835
Direct costs		13,125		6			(13,104	)		—			27		—		(26	)		—		1
Total	$	47,394	$	(2,890	)	$	(30,350	)	$	(927	)	$	13,227	$	539	$	(2,249	)	$	319	$	11,836

     As of September 30, 2009, the remaining balance in the reserve for office closures, lease termination and sublease costs is primarily related to office facility leases in Rockville, Maryland and the United Kingdom, and the remaining balance in the reserve for employee severance and termination benefits is related to certain foreign employees.

7. Restructuring Charges

2009 Restructuring Charges

     We recorded restructuring charges of $6.4 million in the nine months ended September 30, 2009, including $1.5 million in first quarter 2009, $2.3 million in second quarter 2009 and $2.6 million in third quarter 2009. These charges are primarily associated with the transition of additional on-shore activities to the Center of Excellence (“CoE”) in India and certain restructuring activities in the EMEA sales organization. The charges include termination benefits related to a workforce reduction of 83 full-time employees (“FTE”) in product development, service, support, sales and marketing, information technology and other administrative positions, primarily in the Americas region. In addition, the restructuring charges include $2.0 million in severance and other termination benefits under separation agreements with our former Executive Vice President and Chief Financial Officer and our former Chief Operating Officer. As of September 30, 2009, approximately $5.7 million of the costs associated with these restructuring charges

10

have been paid and the remaining balance of $728,000 is included in the condensed consolidated balance sheet under the caption “Accrued expenses and other current liabilities.” We expect substantially all of the remaining costs to be paid in 2009.

2008 Restructuring Charges

     We recorded restructuring charges of $8.0 million in 2008, including $794,000 in first quarter 2008, $3.3 million in second quarter 2008 and $435,000 in third quarter 2008. These charges are primarily associated with our transition of certain on-shore activities to our CoE. The 2008 restructuring charges included $7.9 million for termination benefits, primarily related to a workforce reduction of 100 FTE in product development, consulting and sales-related positions across all of our geographic regions and $119,000 for office closure and integration costs of redundant office facilities. Subsequent adjustments were made to these reserves in the nine months ended September 30, 2009 based on our revised estimates to complete the restructuring activities and are included in the consolidated statements of income under the caption “Restructuring charges and adjustments to acquisition-related reserves.” As of September 30, 2009, approximately $7.5 million of the costs associated with these restructuring charges have been paid and the remaining balance of $96,000 is included in the condensed consolidated balance sheet under the caption “Accrued expenses and other current liabilities.” We expect substantially all of the remaining termination benefits and office closure costs to be paid in 2009. A summary of the 2008 restructuring charges is as follows:

						Impact of											Impact of
						Changes in			Balance								Changes in			Balance
	Initial		Cash			Exchange			December 31,		Adjustments			Cash			Exchange			Sept 30,
Description of charge	Reserve		Charges			Rates			2008		to Reserves			Charges			Rates			2009
Termination benefits	$	7,891	$	(5,576	)	$	(164	)	$	2,151	$	(212	)	$	(1,839	)	$	(6	)	$	94
Office closures		119		(77	)		(6	)		36		(16	)		(18	)		—			2
Total	$	8,010	$	(5,653	)	$	(170	)	$	2,187	$	(228	)	$	(1,857	)	$	(6	)	$	96

8. Redeemable Preferred Stock

     In connection with the Manugistics Group, Inc. (“Manugistics”) acquisition in 2006, we issued 50,000 shares of Series B preferred stock to funds affiliated with Thoma Bravo, LLC (“Thoma Bravo”), a private equity investment firm, for $50 million in cash. The Series B preferred stock was convertible, at any time in whole or in part, into a maximum of 3,603,603 shares of common stock based on an agreed conversion rate of $13.875. During third quarter 2009, Thoma Bravo exercised conversion rights on 30,525 shares of the Series B preferred stock, which resulted in the issuance of 2,200,000 shares of common stock. We recorded a $30.5 million adjustment to reduce the carrying value of the redeemable preferred stock ($13.875 per share for each of the 2,200,000 shares of common stock), and increased common stock for the par value of converted shares ($22,000) and additional paid-in capital ($30.5 million).

     We entered into stock purchase agreement (the “Purchase Agreement”) with Thoma Bravo on September 8, 2009 to acquire the remaining shares of Series B preferred stock for $28.1 million in cash (or $20 per share for each of the 1,403,603 shares of JDA common stock into which the Series B Preferred Stock is convertible). The agreed purchase price includes $19.5 million, which represents the conversion of 1,403,603 shares of common stock at the conversion price of $13.875, and $8.6 million, which represents consideration paid in excess of the conversion price of $13.875 ($6.125 per share). The consideration paid in excess of the conversion price has been charged to retained earnings in the same manner as a dividend on preferred stock, and reduced the income applicable to common shareholders in the calculation of earnings per share for the three and nine months ended September 30, 2009 (see Note 12). As part of the Purchase Agreement, we also repurchased 100,000 shares of our common stock held by Thoma Bravo for $2.0 million, or $20 per share.

     Holders of the Series B preferred stock were entitled as a class to elect a director to our Board. Mr. Orlando Bravo, a Managing Partner with Thoma Bravo, was appointed to and has served as a member of our Board since 2006. Mr. Bravo resigned from our Board upon the closing of the Purchase Agreement.

9. Share-Based Compensation

     Our 2005 Performance Incentive Plan, as amended (“2005 Incentive Plan”), provides for the issuance of up to 3,847,000 shares of common stock to employees, consultants and directors under stock purchase rights, stock bonuses, restricted stock, restricted stock units, performance awards, performance units and deferred compensation awards. The 2005 Incentive Plan contains certain restrictions that limit the number of shares that may be issued and the amount of cash awarded under each type of award, including a limitation that awards granted in any given year can represent no more than two percent (2%) of the total number of shares of common stock outstanding as of the last day of the preceding fiscal year. Awards granted under the 2005 Incentive Plan are in such form as the

11

Compensation Committee shall from time to time establish and the awards may or may not be subject to vesting conditions based on the satisfaction of service requirements or other conditions, restrictions or performance criteria including the Company’s achievement of annual operating goals. Restricted stock and restricted stock units may also be granted under the 2005 Incentive Plan as a component of an incentive package offered to new employees or to existing employees based on performance or in connection with a promotion, and will generally vest over a three-year period, commencing at the date of grant. We measure the fair value of awards under the 2005 Incentive Plan based on the market price of the underlying common stock as of the date of grant. The fair value of each award is amortized over its applicable vesting period using graded vesting and reflected in the consolidated statements of income under the captions “Cost of maintenance services,” “Cost of consulting services,” “Product development,” “Sales and marketing,” and “General and administrative.”

     Annual stock-based incentive programs have been approved for 2007, 2008 and 2009 (“Performance Programs”). The Performance Programs provide for contingently issuable performance share awards or restricted stock units under the 2005 Incentive Plan to executive officers and certain other members of our management team upon achievement of defined performance threshold goals. The defined performance threshold goal for each year has been an adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) targets, which excludes certain non-routine items. The awards vest 50% upon the date the Board approves the achievement of the annual performance threshold goal with the remaining 50% vesting ratably over the subsequent 24-month period. A summary of the annual Performance Programs is as follows:

     2009 Performance Program. The 2009 Performance Program provides for a target award of up to 604,000 contingently issuable performance share awards if we are able to achieve a defined adjusted EBITDA performance threshold goal. Under the terms of the 2009 Performance Program, a partial pro-rata issuance of performance share awards will be made if we achieve a minimum adjusted EBITDA performance threshold. The performance share awards, if any, will be issued after the confirmation of our 2009 financial results in January 2010. The Company’s performance against the defined performance threshold goal is being evaluated on a quarterly basis throughout 2009 and share-based compensation recognized over the requisite service periods that generally run from January 13, 2009 (the date of Board approval of the 2009 Performance Program) through January 2012. A deferred compensation charge of $7.4 million has been recorded in the equity section of our balance sheet, with a related increase to additional paid-in capital, for the total grant date fair value of the current estimated awards to be issued under the 2009 Performance Program. Although all necessary service and performance conditions have not been met through September 30, 2009, based on our results for the nine months ended September 30, 2009 and the outlook for the remainder of the year, we have recorded $3.7 million in stock-based compensation related to these awards in the nine months ended September 30, 2009, including $1.4 million in third quarter 2009. We currently expect to recognize approximately $4.9 million of this award as stock-based compensation in 2009.

     2008 Performance Program. The 2008 Performance Program provided for the issuance of contingently issuable performance share awards if we were able to achieve $95 million of adjusted EBITDA. The Company’s actual 2008 adjusted EBITDA performance, which exceeded the defined performance threshold goal of $95 million, qualified participants to receive approximately 106% of their target awards. In total, 222,838 performance share awards were issued in January 2009 with a grant date fair value of $3.9 million that is being recognized as stock-based compensation over requisite service periods that run from the date of Board approval of the 2008 Performance Program through January 2011. Through September 30, 2009, approximately 4,300 of performance share awards granted under the 2008 Performance Program have been subsequently forfeited. A deferred compensation charge of $3.9 million was recorded in the equity section of our balance sheet during 2008, with a related increase to additional paid-in capital, for the total grant date fair value of the awards. We recognized $2.6 million in share-based compensation expense related to these performance share awards in 2008, including $1.7 million in the nine months ended September 30, 2008, plus an additional $400,000 in the nine months ended September 30, 2009.

     2007 Performance Program. The 2007 Performance Program provided for the issuance of contingently issuable restricted stock units if we were able to successfully integrate the Manugistics acquisition and achieve a $85 million of adjusted EBITDA. The Company’s actual 2007 adjusted EBITDA performance qualified participants for a pro-rata issuance equal to 99.25% of their target awards. In total, 502,935 restricted stock units were issued in January 2008 with a grant date fair value of $8.1 million. Through September 30, 2009, approximately 35,000 of the restricted stock units granted under the 2007 Integration Program have been subsequently forfeited. We recognized $1.1 million in share-based compensation expense related to these performance share awards in 2008, including $858,000 in the nine months ended September 30, 2008, and an additional $683,000 in the nine months ended September 30, 2009.

     During the nine months ended September 30, 2009 and 2008, we recorded share-based compensation expense of $487,000 and $538,000, respectively related to other 2005 Incentive Plan awards.

12

     Equity Inducement Awards. During third quarter 2009, we announced the appointment of Peter S. Hathaway to the position of Executive Vice President and Chief Financial Officer and Jason B. Zintak to the newly-created position of Executive Vice President, Sales and Marketing. In order to induce Mr. Hathaway and Mr. Zintak to accept employment, the Compensation Committee granted certain equity awards outside of the terms of the 2005 Incentive Plan and pursuant to NASDAQ Marketplace Rule 5635(c)(4).

(i)	100,000 shares of restricted stock with a grant date fair value of $1.8 million were granted to Mr. Hathaway (50,000 shares) and Mr. Zintak (50,000 shares). The restricted stock awards vest over a three-year period, with one-third vesting on the first anniversary of their employment with the remainder vesting ratably over the subsequent 24-month period. A deferred compensation charge of $1.8 million has been recorded in the equity section of our balance sheet for the total grant date fair value of the restricted stock. Stock-based compensation is being recorded on a graded vesting basis over requisite service periods that run from their effective dates of employment through June 2012. During third quarter 2009, we recorded $249,000 in stock-based compensation related to these awards.
(ii)	55,000 performance share awards will be issued to Mr. Hathaway (25,000 shares up to a maximum of 31,250 shares) and Mr. Zintak (30,000 shares up to a maximum of 37,500 shares) if we are able to achieve the adjusted EBITDA performance threshold goal defined under the 2009 Performance Program. Under the terms of the grants, a partial pro-rata issuance of performance share awards will be made if we achieve a minimum adjusted EBITDA performance threshold. The performance share awards, if any, will be issued after the confirmation of our 2009 financial results in January 2010 and will vest 50% upon the date of issuance with the remaining 50% vesting ratably over the subsequent 24-month period. The Company’s performance against the defined performance threshold goal is being evaluated on a quarterly basis throughout 2009 and share-based compensation recognized over the requisite service periods that run from their effective dates of employment through January 2012. A deferred compensation charge of $1.1 million has been recorded in the equity section of our balance sheet, with a related increase to additional paid-in capital, for the total grant date fair value of the current estimated awards to be issued. Although all necessary service and performance conditions have not been met through September 30, 2009, based on our results for the nine months ended September 30, 2009 and the outlook for the remainder of the year, we have recorded $543,000 in stock-based compensation related to these awards in third quarter 2009. We currently expect to recognize approximately $724,000 of this award as stock-based compensation in 2009.
(iii)	100,000 restricted stock units with a grant date fair value of $1.8 million were granted to Mr. Hathaway (50,000 shares) and Mr. Zintak (50,000 shares) that will vest in defined tranches if and when the Company achieves certain pre-defined performance milestones. No deferred compensation charge has been recorded in the equity section of our balance sheet, nor has any share-based compensation expense been recognized related to these grants as management is unable to determine if it is probable the pre-defined performance milestones will be attained.

     Employee Stock Purchase Plan. Our employee stock purchase plan (“2008 Purchase Plan”) has an initial reserve of 1,500,000 shares and provides eligible employees with the ability to defer up to 10% of their earnings for the purchase of our common stock on a semi-annual basis at 85% of the fair market value on the last day of each six-month offering period that begin on February 1^st and August 1^st of each year. The 2008 Purchase Plan is considered compensatory and, as a result, stock-based compensation will be recognized on the last day of each six-month offering period in an amount equal to the difference between the fair value of the stock on the date of purchase and the discounted purchase price. A total of 155,888 shares of common stock were purchased under the 2008 Purchase Plan in the nine months ended September 30, 2009 at prices ranging from $9.52 to $17.52. We have recognized $342,000 in share-based compensation expense in connection with these purchases, which is reflected in the consolidated statements of income under the captions “Cost of maintenance services,” “Cost of consulting services,” “Product development,” “Sales and marketing,” and “General and administrative.”

10. Treasury Stock Repurchases

     On March 5, 2009, the Board adopted a program to repurchase up to $30 million of our common stock in the open market or in private transactions at prevailing market prices during the 12-month period ending March 10, 2010. During the nine months ended September 30, 2009, we repurchased 265,715 shares of our common stock under this program for $2.9 million at prices ranging from $10.34 to $11.00 per share.

     During the nine months ended September 30, 2009 and 2008, we also repurchased 97,056 and 107,472 common shares, respectively, tendered by employees for the payment of applicable statutory withholding taxes on the issuance of restricted shares

13

under the 2005 Performance Incentive Plan. These shares were repurchased for $1.4 million at prices ranging from $9.75 to $22.37 in the nine months ended September 30, 2009 and for $1.9 million at prices ranging from $14.97 to $20.40 per share in the nine months ended September 30, 2008.

     As part of the Purchase Agreement with Thoma Bravo (see Note 8), we repurchased 100,000 shares of our common stock held by Thoma Bravo for $2.0 million, or $20 per share.

11. Income Taxes

     We calculate our tax provision on an interim basis using the year-to-date effective tax rate and record discrete tax adjustments in the reporting period in which they occur. Because the Company is subject to income taxes in numerous jurisdictions and the timing of software and consulting income by jurisdiction can vary significantly, we are unable to reliably estimate an overall annual effective tax rate. A summary of the income tax provision recorded in the three and nine months ended September 30, 2009 and 2008 is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Income before income tax provision	$	10,140		$	13,683		$	28,271		$	27,122
Income tax provision at federal statutory rate	$	3,549		$	4,789		$	9,895		$	9,493
State income taxes		306			446			831			789
Research and development credit		(420	)		—			(809	)		—
Foreign tax rate differential		(32	)		(6	)		(333	)		(291	)
Interest and penalties on uncertain tax positions		118			108			354			323
Other, net		356			104			491			137
Income tax provision	$	3,877		$	5,441		$	10,429		$	10,451
Effective tax rate		38	%		40	%		37	%		39	%

     We exercise significant judgment in determining our income tax provision due to transactions, credits and calculations where the ultimate tax determination is uncertain. Uncertainties arise as a consequence of the actual source of taxable income between domestic and foreign locations, the outcome of tax audits and the ultimate utilization of tax credits. Although we believe our estimates are reasonable, the final tax determination could differ from our recorded income tax provision and accruals. In such case, we would adjust the income tax provision in the period in which the facts that give rise to the revision become known. These adjustments could have a material impact on our income tax provision and our net income for that period.

     The income tax provision recorded in the three and nine months ended September 30, 2009 and 2008 takes into account the source of taxable income, domestically by state and internationally by country, and available income tax credits, and does not include the tax benefits realized from the employee stock options exercised during third quarter 2009 and 2008 of $1.7 million and $30,000, respectively, and during the nine months ended September 30, 2009 and 2008 of $2.4 million and $1.4 million, respectively. These tax benefits will reduce our income tax liabilities in future periods and result in an increase to additional paid-in capital as we are able to utilize them. During the nine months ended September 30, 2008, we recorded an immaterial adjustment to reverse the total windfall tax benefit previously recognized in 2007 and 2006 of approximately $1.6 million which reduced additional paid-in capital and non-current deferred tax assets.

     As of September 30, 2009 approximately $11 million of unrecognized tax benefits, substantially all of which relates to uncertain tax positions associated with the acquisition of Manugistics, would impact our effective tax rate if recognized. Recognition of these uncertain tax positions will be treated as a component of income tax expense rather than as a reduction of goodwill. During the nine months ended September 30, 2009, there were no significant changes in our unrecognized tax benefits. It is reasonably possible that approximately $800,000 of unrecognized tax benefits will be recognized within the next twelve months. As of December 31, 2008, we had approximately $5.5 million and $7.8 million of federal and state research and development tax credit carryforwards, respectively, that expire at various dates through 2028. We have placed a full valuation allowance against the Arizona research and development credit carryforward as we do not expect to be able to utilize it prior to its expiration.

     We treat interest and penalties related to uncertain tax positions as a component of income tax expense. We have accrued interest and penalties related to uncertain tax positions of $354,000 and $323,000, net of taxes, in the nine months ended September

14

30, 2009 and 2008, respectively. As of September 30, 2009 and December 31, 2008 there are approximately $3.1 million and $2.6 million, respectively of interest and penalties accruals related to uncertain tax positions that are reflected in the consolidated balance sheets under the caption “Liability for uncertain tax positions.” To the extent interest and penalties are not assessed with respect to the uncertain tax positions, the accrued amounts for interest and penalties will be reduced and reflected as a reduction of the overall tax provision.

     We conduct business globally and, as a result, JDA Software Group, Inc. or one or more of our subsidiaries files income tax returns in the U.S. and various state and foreign jurisdictions. In the normal course of business we are subjected to examination by taxing authorities throughout the world, including significant jurisdictions in the United States, the United Kingdom, Australia and France. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2003. The Internal Revenue Service has completed their examination of our 2007 tax year with no material adjustments. We also completed a tax examination in France during third quarter 2009 with no material adjustments. We currently have on-going tax examinations in Australia, Canada, Hong Kong, India, Malaysia and Singapore. We do not believe there will be any material adjustments from these audits.

     We have participated in the Internal Revenue Service’s Compliance Assurance Program (“CAP”) since 2007. The CAP program was developed by the Internal Revenue Service to allow for transparency and to remove uncertainties in tax compliance. The CAP program is offered by invitation only to those companies with both a history of immaterial audit adjustments and a high level of tax complexity and involves a review of each quarterly tax provision.

12. Earnings per Share

     During the three and nine months ended September 30, 2009 and 2008, the Company had two classes of outstanding capital stock, common stock and Series B preferred stock. The Series B preferred stock was a participating security, such that in the event a dividend was declared or paid on the common stock, the Company would be required to simultaneously declare and pay a dividend on the Series B preferred stock as if the Series B preferred stock had been converted into common stock. Companies that have participating securities are required to apply the two-class method to compute basic earnings per share. Under the two-class computation method, basic earnings per share is calculated for each class of stock and participating security considering both dividends declared and participation rights in undistributed earnings as if all such earnings had been distributed during the period.

     During third quarter 2009, Thoma Bravo exercised conversion rights on 30,250 shares of the Series B preferred stock, which resulted in the issuance of 2,200,000 shares of common stock. We entered into a Purchase Agreement with Thoma Bravo on September 8, 2009 to acquire the remaining shares of Series B preferred stock for $28.1 million in cash (or $20 per share for each of the 1,403,603 shares of JDA common stock into which the Series B Preferred Stock is convertible). The agreed purchase price includes $19.5 million, which represents the conversion of 1,403,603 shares of common stock at the conversion price of $13.875, and $8.6 million, which represents consideration paid in excess of the conversion price of $13.875 ($6.125 per share). The consideration paid in excess of the conversion price has been charged to retained earnings in the same manner as a dividend on preferred stock, and reduced the income applicable to common shareholders in the calculation of earnings per share for the three and nine months ended September 30, 2009 (see Note 8). The calculation of diluted earnings (loss) per share applicable to common shareholders for the three months ended September 30, 2009 excludes the assumed conversion of the Series B preferred stock into common stock as the effect would be anti-dilutive. The calculation of diluted earnings (loss) per share applicable to common shareholders for the nine months ended September 30, 2009 includes the assumed conversion of the Series B preferred stock into common stock as of the beginning of the period, weighted for the actual days and number of shares outstanding during the nine-month period. The calculation of diluted earnings per share applicable to common shareholders for the three and nine months ended September 30, 2008 includes the assumed conversion of the Series B preferred stock into common stock as of the beginning of the period.

     The dilutive effect of outstanding stock options is included in the diluted earnings per share calculations for 2009 and 2008 using the treasury stock method. Diluted earnings per share applicable to common shareholders for the three months ended September 30, 2009 and 2008 exclude approximately 453,000 and 575,000, respectively of vested options for the purchase of common stock that have grant prices in excess of the average market price, or which are otherwise anti-dilutive. Diluted earnings per share applicable to common shareholders for the nine months ended September 30, 2009 and 2008 exclude approximately 1.1 million and 629,000, respectively of vested options for the purchase of common stock that have grant prices in excess of the average market price, or which are otherwise anti-dilutive. In addition, diluted earnings per share calculations for 2009 and 2008 exclude approximately 759,000 and 200,000 contingently issuable performance share awards or restricted stock units, respectively for which all necessary conditions have not been met (see Note 9). Earnings per share for the three and nine months ended September 30, 2009 and 2008 are calculated as follows:

15

	Three Months					Nine Months
	Ended September 30,					Ended September 30,
	2009			2008		2009			2008
Net income	$	6,263		$	8,242	$	17,842		$	16,671
Consideration paid in excess of carrying value of Series B preferred stock		(8,593	)		—		(8,593	)		—
Income (loss) applicable to common shareholders	$	(2,330	)	$	8,242	$	9,249		$	16,671
Allocation of undistributed earnings:
Common stock	$	(2,330	)	$	7,382	$	8,463		$	14,918
Series B preferred stock		—			860		786			1,753
	$	(2,330	)	$	8,242	$	9,249		$	16,671
Weighted average shares:
Common stock		33,505			30,924		32,095			30,619
Series B preferred stock		—			3,604		2,981			3,604
Shares – Basic earnings per share		33,505			34,528		35,076			34,223
Dilutive common stock equivalents		—			904		253			1,038
Shares – Diluted earnings per share		33,505			35,432		35,329			35,261
Basic earnings (loss) per share applicable to:
Common stock	$	(.07	)	$	.24	$	.26		$	.49
Series B preferred stock	$	—		$	.24	$	.26		$	.49
Diluted earnings (loss) per share applicable to common shareholders	$	(.07	)	$	.23	$	.26		$	.47

13. Business Segments and Geographic Data

     We are a leading provider of sophisticated software solutions designed specifically to address the supply chain requirements of global consumer products companies, manufacturers, wholesale/distributors and retailers, as well as government and aerospace defense contractors and travel, transportation, hospitality and media organizations, and have licensed our software to more than 5,900 customers worldwide. Our solutions enable customers to plan, manage and optimize the coordination of supply, demand and flows of inventory throughout the supply chain to the consumer. We conduct business in three geographic regions: the Americas (United States, Canada and Latin America), EMEA (Europe, Middle East and Africa), and Asia/Pacific. Similar products and services are offered in each geographic region. Identifiable assets are also managed by geographical region. The geographic distribution of our revenues and identifiable assets is as follows:

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2009		2008		2009		2008
Revenues:
Americas	$	67,059	$	68,616	$	193,440	$	191,421
Europe		20,601		21,168		57,440		66,553
Asia/Pacific		8,199		8,662		27,797		26,143
Total revenues	$	95,859	$	98,446	$	278,677	$	284,117

	September 30,		December 31,
	2009		2008
Identifiable assets:
Americas	$	410,284	$	402,350
EMEA		83,671		86,780
Asia/Pacific		42,100		35,646
Total identifiable assets	$	536,055	$	524,776

     Revenues for the Americas include $58.2 million and $56.7 million from the United States in third quarter 2009 and 2008, respectively and $169.0 million and $167.4 million in the nine months ended September 30, 2009 and 2008, respectively. Identifiable assets for the Americas include $387.8 million and $379.7 million in the United States as of September 30, 2009 and December 31, 2008, respectively.

     We organize and manage our operations by type of customer across the following reportable business segments:

16

• Retail. This reportable business segment includes all revenues related to applications and services sold to retail customers.

• Manufacturing and Distribution. This reportable business segment includes all revenues related to applications and services sold to manufacturing and distribution companies, including process manufacturers, consumer goods manufacturers, life sciences companies, high tech organizations, oil and gas companies, automotive producers and other discrete manufacturers involved with government, aerospace and defense contracts.

• Services Industries. This reportable business segment includes all revenues related to applications and services sold to customers in service industries such as travel, transportation, hospitality, media and telecommunications. The Services Industries segment is centrally managed by a team that has global responsibilities for this market.

     A summary of the revenues, operating income and depreciation attributable to each of these reportable business segments for three and nine months ended September 30, 2009 and 2008 is as follows:

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2009			2008			2009			2008
Revenues:
Retail	$	54,863		$	53,378		$	151,562		$	150,398
Manufacturing and Distribution		33,745			39,890			103,430			118,324
Services Industries		7,251			5,178			23,685			15,395
	$	95,859		$	98,446		$	278,677		$	284,117
Operating income (loss):
Retail	$	15,213		$	16,114		$	39,507		$	40,361
Manufacturing and Distribution		13,841			16,317			40,785			44,984
Services Industries		1,027			468			7,650			1,550
Other (see below)		(20,601	)		(16,914	)		(59,586	)		(54,587	)
	$	9,480		$	15,985		$	28,356		$	32,308
Depreciation:
Retail	$	1,233		$	1,096		$	3,394		$	3,363
Manufacturing and Distribution		665			727			2,034			2,454
Services Industries		256			184			809			524
	$	2,154		$	2,007		$	6,237		$	6,341
Other:
General and administrative expenses	$	12,305		$	10,440		$	35,001		$	32,406
Amortization of intangible assets		5,753			6,075			17,880			18,227
Restructuring charge		2,543			399			6,705			3,954
	$	20,601		$	16,914		$	59,586		$	54,587

     Operating income in the Retail, Manufacturing and Distribution and Services Industries reportable business segments includes direct expenses for software licenses, maintenance services, service revenues and product development expenses, as well as allocations for sales and marketing expenses, occupancy costs, depreciation expense and amortization of acquired software technology. The “Other” caption includes general and administrative expenses and other charges that are not directly identified with a particular reportable business segment and which management does not consider in evaluating the operating income (loss) of the reportable business segment.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Significant Trends and Developments in Our Business

     Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements concerning, among other things, our business strategy, including anticipated trends and developments in and management plans for our business and the markets in which we operate; future financial results, operating results, revenues, gross margin, operating expenses, products, projected costs and capital expenditures; research and development programs; sales and marketing initiatives; and competition. Forward-looking statements are generally accompanied by words such as “will” or “expect” and other words with forward-looking connotations. All forward-looking statements included in this Form 10-Q are based upon information available to us as of the filing date of this Form 10-Q. We undertake no obligation to update any of these forward-looking statements for any reason. These forward-looking statements involve known and unknown risks, uncertainties and

17

other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. These factors include the matters discussed in the section entitled “Risk Factors” elsewhere in this Form 10-Q. You should carefully consider the risks and uncertainties described under this section.

     Outlook and Guidance for Second Half 2009. The following summarizes our guidance for second half 2009 and includes our estimated ranges for software revenues and total revenues. This guidance is consistent with the guidance previously provided at the end of second quarter 2009.

	Guidance for Second Half 2009		Third Quarter
	Low End	High End	2009 Results
Software revenues	$43 million	$47 million	$17 million
Total revenues	$195 million	$202 million	$96 million

     Quarter-to-quarter software sales continue to fluctuate, and as expected, software sales in third quarter 2009 were sequentially lower compared to second quarter 2009 due to the volume and timing of deals in our sales pipeline. We believe the current trend in software sales is positive, and as we enter fourth quarter 2009, our sales pipeline includes a strong representation of both large transactions greater than $1.0 million (“large transactions”) and mid-size software sales opportunities ranging from $300,000 to $1.0 million (“mid-size sales opportunities”), the majority of which are in the Americas region. We believe the current sales pipeline supports our ability to achieve the previously announced guidance for second half 2009, and, if software deals close as expected, our fourth quarter 2009 software sales should be sequentially higher compared to third quarter 2009 and range between $26 and $30 million.

     We believe the weak economy is driving some businesses in our target markets to focus on achieving more process and efficiency improvements in their operations and invest in solutions that improve operating margins, rather than make large infrastructure-type technology purchases. We believe this trend may continue for some time and that this scenario favors our solution offerings, in particular our planning and optimization applications, which are designed to provide a quick return on investment and focus on some of the largest profit drivers in our customer’s business. Not only do our solutions enable companies to free up working capital by improving inventory productivity, they can also support increased sales by improving customer service levels and optimizing pricing decisions. Our solutions also enable cost reductions such as reduced labor and transportation costs. While it is true that the economic crisis has stressed the weaker companies in our target market, we believe a much larger percentage will make proactive investments to strengthen their operations, and some will even take advantage of this situation to gain market share. We believe these trends have helped us achieve solid performance in a very difficult market, including record quarterly software sales in three of the past five quarters. We continue to believe our value proposition, business model and financial health are all in excellent condition.

     Maintenance services revenues were in line with our expectations in third quarter 2009, and it appears our maintenance renewals have stabilized. However, as a result of the current economic environment, we expect our average annualized maintenance retention rate to range from 91% to 92% for the full year 2009 assuming a constant currency. This range is consistent with the guidance previously provided at the end of second quarter 2009. Volatility in foreign currency exchange rates significantly impacts our maintenance services revenue. For example, unfavorable foreign exchange rate variances reduced maintenance services revenues in third quarter 2009 by $2.0 million compared to third quarter 2008, and increased maintenance services revenue by $989,000 compared to second quarter 2009. Excluding any further impacts from currency rate fluctuations, we expect maintenance services revenues for second half 2009 to be flat or slightly higher compared to first half 2009. We believe maintenance services revenues from new software sales will continue to offset the impact of attrition in our existing customer base.

     Our consulting services business has begun to show signs of recovery and we believe this part of our business has started to move in a positive direction. Consulting services is a lagging indicator for the Company, and for the first time in over a year, quarterly results from our consulting services business have improved in year-over-year comparisons. We believe our successful software sales performance in recent quarters has started to drive improvements in consulting services revenues and our service margins. Service revenues increased $4.6 million, or 16%, to $33.6 million in third quarter 2009 compared to $29.0 million in third quarter 2008, and service margins improved to 26% from 21%, respectively. Third quarter 2009 service revenues include $1.1 million of consulting work performed during second quarter 2009 that could not be recognized until third quarter 2009. Excluding the non-recurring impact of this consulting work, service revenues in third quarter 2009 increased $3.5 million or 12% compared to third

18

quarter 2008 and service margins improved to 23% from 21%, respectively. The improvement in service margins is consistent with our expectation that service margins would gradually increase throughout 2009. We have realized a sharp improvement over the past two quarters in the volume of work and implementation projects executed through our Center of Excellence (“CoE”). In third quarter 2009, approximately 8% of all billable hours were delivered through the CoE compared to 7% in second quarter 2009 and less than 1% in third quarter 2008. We expect the normal decrease in billable hours during the fourth quarter holiday season and a modest sequential drop in service margins compared to the adjusted third quarter 2009 service margin that excludes the non-recurring impact of the $1.1 million in consulting services.

     We Have Announced a New Growth and Investment Strategy in China. We announced a two-year plan in second quarter 2009 to significantly increase the number of Chinese nationals available to serve existing and future customers in China. The new Chinese associates will primarily fill support, consulting and sales roles. As part of this strategy, we are opening a new services and support center in Shanghai. The center will be staffed with solution experts in both retail and supply chain management that can offer workshops on global best practices and address the growing demand from local manufacturers, wholesalers and retailers for best-of-breed integrated supply chain and merchandising solutions. We do not expect this strategy to provide immediate results in 2009; however we do believe it will drive growth in our Asia/Pacific region in 2010.

     We Have Acquired an Equity Interest in Our Leading European Reseller. In July 2009, we purchased 49.1% of the registered share capital of Strategix Enterprise Technology GMBH and Strategix Enterprise Technology sp.z.o.o. (collectively, “Strategix”) for cash. The initial investment, which is not material to our financial statements, is reflected in the condensed consolidated balance sheet under the caption “Other non-current assets” and in the condensed consolidated statement of cash flows as an investing activity under the caption “Payment of direct costs related to acquisitions.” We will adjust the initial investment and record our equity share of earnings or losses on a one-quarter lag beginning in fourth quarter 2009. The transaction provides for additional annual purchase price earn-outs in each of 2009, 2010 and 2011 if defined performance milestones are achieved. The Company also has an option to purchase the remaining registered share capital of Strategix beginning on the third anniversary date of the transaction based on defined operating metrics. Strategix has been a distributor of our supply and category management applications in Central and Eastern Europe and Russia since 2004. As part of this transaction, Strategix will now have access to our entire suite of products, and we believe such access will expand our presence with retail, manufacturing and wholesale-distribution customers in these markets. We have also acquired the rights to various applications developed by Strategix that are designed to enhance certain of our space and category management solutions, plus a suite of SAP integration tools.

     We Will Continue to Focus on Fully Leveraging Our Investment in the Center of Excellence. The CoE has significantly expanded our overall capacity and provides us with the potential to substantially reduce our operating costs without compromising the quality of our services. Although we have not yet fully utilized certain of the service capabilities of the CoE, we believe significant progress has been made in the nine months ended September 30, 2009. We are beginning to gain leverage from the CoE in our consulting services business, and we expect the overall share of consulting services work performed by the CoE will continue to increase in fourth quarter 2009. We also believe there are additional opportunities to further leverage the CoE in our customer support organization. The CoE is designed to complement and enhance our existing on-shore business model, not replace it. Our goal is to achieve all of these benefits without sacrificing our capability to work face-to-face with our customers, most of which are in the Americas and Europe.

     We Have Repurchased All Remaining Shares of Redeemable Preferred Stock. In connection with the Manugistics acquisition in 2006, we issued 50,000 shares of Series B preferred stock to funds affiliated with Thoma Bravo, a private equity investment firm, for $50 million in cash. The Series B preferred stock was convertible, at any time in whole or in part, into a maximum of 3,603,603 shares of common stock based on an agreed conversion rate of $13.875. During third quarter 2009, Thoma Bravo exercised conversion rights on 30,525 shares of the Series B preferred stock, which resulted in the issuance of 2,200,000 shares of common stock. We recorded a $30.5 million adjustment to reduce the carrying value of the redeemable preferred stock ($13.875 per share for each of the 2,200,000 shares of common stock), and increased common stock for the par value of converted shares ($22,000) and additional paid-in capital ($30.5 million).

     We entered into stock purchase agreement (the “Purchase Agreement”) with Thoma Bravo on September 8, 2009 to acquire the remaining shares of Series B preferred stock for $28.1 million in cash (or $20 per share for each of the 1,403,603 shares of common stock into which the Series B preferred stock is convertible). The agreed purchase price includes $19.5 million, which represents the conversion of 1,403,603 shares of common stock at the conversion price of $13.875, and $8.6 million, which represents consideration paid in excess of the conversion price of $13.875 ($6.125 per share). The consideration paid in excess of the conversion price has been charged to retained earnings in the same manner as a dividend on preferred stock, and reduced the income applicable to common shareholders in the calculation of earnings per share for the three and nine months ended September 30, 2009 (see Note 12).

19

As part of the Purchase Agreement, we also repurchased 100,000 shares of our common stock held by Thoma Bravo for $2.0 million, or $20 per share.

     Holders of the Series B Preferred Stock were entitled as a class to elect a director to our Board. Mr. Orlando Bravo, a Managing Partner with Thoma Bravo, was appointed to and has served as a member of our Board since 2006. Mr. Bravo resigned from our Board upon the closing of the Purchase Agreement.

     We Will Continue to Actively Look for Strategic Acquisition Opportunities. Acquisitions are an integral part of our overall growth plan, and we believe the current environment is likely to create acquisition opportunities. We also believe the changes that have been implemented in our executive leadership structure (see Appointment of New Executive Officers) better position the Company to execute its growth initiatives.

     Appointment of New Executive Officers. During third quarter 2009, we announced the appointment of Peter S. Hathaway to the position of Executive Vice President and Chief Financial Officer and Jason B. Zintak to the newly created position of Executive Vice President, Sales and Marketing. Mr. Hathaway is responsible for our finance, accounting, investor relations and information technology groups and replaces Kristen L. Magnuson who resigned effective July 5, 2009. Mr. Zintak is responsible for our worldwide sales and marketing operations, our partner and alliances programs, and industry operations, including the Company’s Services Industries business segment. We have entered into employment agreements with Mr. Hathaway and Mr. Zintak under which they receive a base salary and both are eligible to participate in our executive cash incentive plan. In order to induce Mr. Hathaway and Mr. Zintak to accept employment, the Compensation Committee granted certain equity awards outside of the terms of the 2005 Incentive Plan and pursuant to NASDAQ Marketplace Rule 5635(c)(4).

(i)	100,000 shares of restricted stock with a grant date fair value of $1.8 million were granted to Mr. Hathaway (50,000 shares) and Mr. Zintak (50,000 shares). The restricted stock awards vest over a three-year period, with one-third vesting on the first anniversary of their employment with the remainder vesting ratably over the subsequent 24-month period. A deferred compensation charge of $1.8 million has been recorded in the equity section of our balance sheet for the total grant date fair value of the restricted stock. Stock-based compensation is being recorded on a graded vesting basis over requisite service periods that run from their effective dates of employment through June 2012. During third quarter 2009, we recorded $249,000 in stock-based compensation related to these awards.
(ii)	55,000 performance share awards will be issued to Mr. Hathaway (25,000 shares up to a maximum of 31,250 shares) and Mr. Zintak (30,000 shares up to a maximum of 37,500 shares) if we are able to achieve the adjusted EBITDA performance threshold goal defined under the 2009 Performance Program. Under the terms of the grants, a partial pro-rata issuance of performance share awards will be made if we achieve a minimum adjusted EBITDA performance threshold. The performance share awards, if any, will be issued after the confirmation of our 2009 financial results in January 2010 and will vest 50% upon the date of issuance with the remaining 50% vesting ratably over the subsequent 24-month period. The Company’s performance against the defined performance threshold goal is being evaluated on a quarterly basis throughout 2009 and share-based compensation recognized over the requisite service periods that run from their effective dates of employment through January 2012. A deferred compensation charge of $1.1 million has been recorded in the equity section of our balance sheet, with a related increase to additional paid-in capital, for the total grant date fair value of the current estimated awards to be issued. Although all necessary service and performance conditions have not been met through September 30, 2009, based on our results for the nine months ended September 30, 2009 and the outlook for the remainder of the year, we have recorded $543,000 in stock-based compensation related to these awards in third quarter 2009. We currently expect to recognize approximately $724,000 of this award as stock-based compensation in 2009.
(iii)	100,000 restricted stock units with a grant date fair value of $1.8 million were granted to Mr. Hathaway (50,000 shares) and Mr. Zintak (50,000 shares) that will vest in defined tranches if and when the Company achieves certain pre-defined performance milestones. No deferred compensation charge has been recorded in the equity section of our balance sheet, nor has any share-based compensation expense been recognized related to these grants as management is unable to determine if it is probable the pre-defined performance milestones will be attained.

     Separation Agreements with Former Executive Officers. We entered into separation agreements with Kristen L. Magnuson, our former Executive Vice President and Chief Financial Officer in second quarter 2009 and Christopher J. Koziol, our former Chief Operating Officer in third quarter 2009. Pursuant to these agreements Ms. Magnuson and Mr. Koziol received lump sum severance payments of approximately $825,000 and $898,000, respectively and all unvested equity awards granted under the 2005 Incentive

20

Plan vested immediately as of their date of resignation. We recorded additional share-based compensation expense related to this accelerated vesting of $175,000 for Ms. Magnuson and $140,000 for Mr. Koziol, which has been included in the second and third quarter 2009 restructuring charges, respectively. The following summarizes the unvested restricted stock units and performance awards granted to Ms. Magnuson and Mr. Koziol that vested immediately as of their date of resignation:

Type of Award	Original Grant Date	Kristen L. Magnuson		Christopher J. Koziol
		(Resigned July 5, 2009)		(Resigned August 3, 2009)
Restricted Stock Units	March 13, 2007		6,805		5,722
Restricted Stock Units	May 14, 2007		903		761
Performance Shares	February 7, 2008		9,600		7,856

     Share-Based Compensation Expense. We recorded share-based compensation expense of $6.4 million and $3.1 million in nine months ended September 30, 2009 and 2008, respectively and as of September 30, 2009, we have included $7.7 million of deferred compensation in stockholders’ equity. A summary of total stock-based compensation by expense category for the three and nine months ended September 30, 2009 and 2008 is as follows:

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2009		2008		2009		2008
Cost of maintenance services	$	206	$	49	$	474	$	205
Cost of consulting services		411		48		882		303
Product development		234		115		594		354
Sales and marketing		667		307		1,736		810
General and administrative		1,327		392		2,726		1,463
Total stock-based compensation	$	2,845	$	911	$	6,412	$	3,135

21

Results of Operations

     The following table sets forth certain selected financial information expressed as a percentage of total revenues and certain gross margin data expressed as a percentage of software license revenue, maintenance services revenue, product revenues or services revenues, as appropriate, for the three and nine months ended September 30, 2009 and 2008:

	Three Months						Nine Months
	Ended Sept. 30,						Ended Sept. 30,
	2009			2008			2009			2008
REVENUES:
Software licenses		18	%		23	%		22	%		20	%
Maintenance services		47	%		47	%		47	%		49	%
Product revenues		65	%		70	%		69	%		69	%
Consulting services		32	%		27	%		28	%		28	%
Reimbursed expenses		3	%		3	%		3	%		3	%
Service revenues		35	%		30	%		31	%		31	%
Total revenues		100	%		100	%		100	%		100	%
COST OF REVENUES:
Cost of software licenses		1	%		1	%		1	%		1	%
Amortization of acquired software technology		1	%		1	%		1	%		1	%
Cost of maintenance services		11	%		12	%		11	%		12	%
Cost of product revenues		13	%		14	%		13	%		14	%
Cost of consulting services		23	%		20	%		22	%		21	%
Reimbursed expenses		3	%		3	%		3	%		3	%
Cost of service revenues		26	%		23	%		25	%		24	%
Total cost of revenues		39	%		37	%		38	%		38	%
GROSS PROFIT		61	%		63	%		62	%		62	%
OPERATING EXPENSES:
Product development		13	%		14	%		14	%		14	%
Sales and marketing		16	%		16	%		17	%		17	%
General and administrative		13	%		11	%		13	%		12	%
Amortization of intangibles		6	%		6	%		6	%		6	%
Restructuring charges and adjustments to acquisition-related reserves		3	%		—	%		2	%		1	%
Total operating expenses		51	%		47	%		52	%		50	%
OPERATING INCOME		10	%		16	%		10	%		12	%
Interest expense and amortization of loan fees		—	%		(2	%)		—	%		(3	%)
Interest income and other, net		1	%		—	%		—	%		1	%
INCOME BEFORE INCOME TAX PROVISION		11	%		14	%		10	%		10	%
Income tax provision		4	%		6	%		4	%		4	%
NET INCOME		7	%		8	%		6	%		6	%
Gross margin on software licenses		97	%		97	%		96	%		97	%
Gross margin on maintenance services		76	%		75	%		76	%		75	%
Gross margin on product revenues		80	%		81	%		80	%		80	%
Gross margin on service revenues		26	%		21	%		20	%		21	%

22

     The following table sets forth a comparison of selected financial information, expressed as a percentage change between quarters for the three and nine months ended September 30, 2009 and 2008. In addition, the table sets forth cost of revenues and product development expenses expressed as a percentage of the related revenues:

				% Change									% Change
	Three Months Ended September 30,									Nine Months Ended September 30,
	2009			2009 to 2008			2008			2009			2009 to 2008			2008
Revenues:
Software licenses	$	17,250			(25	%)	$	23,011		$	60,160			3	%	$	58,593
Maintenance		45,010			(3	%)		46,388			132,378			(5	%)		138,843
Product revenues		62,260			(10	%)		69,399			192,538			2	%		197,436
Service revenues		33,599			16	%		29,047			86,139			(1	%)		86,681
Total revenues		95,859			(3	%)		98,446			278,677			(2	%)		284,117
Cost of Revenues:
Software licenses		580			(5	%)		613			2,417			20	%		2,009
Amortization of acquired software technology		966			(26	%)		1,309			2,954			(31	%)		4,270
Maintenance services		10,883			(5	%)		11,513			32,416			(5	%)		34,145
Product revenues		12,429			(7	%)		13,435			37,787			(6	%)		40,424
Service revenues		24,966			9	%		22,925			68,906			—	%		68,864
Total cost of revenues		37,395			3	%		36,360			106,693			(2	%)		109,288
Gross Profit		58,464			(6	%)		62,086			171,984			(2	%)		174,829
Operating Expenses:
Product development		12,495			(6	%)		13,288			37,732			(6	%)		40,196
Sales and marketing		15,888			—	%		15,899			46,310			(3	%)		47,738
General and administrative		12,305			18	%		10,440			35,001			8	%		32,406
		40,688			3	%		39,627			119,043			(1	%)		120,340
Amortization of intangibles		5,753			(5	%)		6,075			17,880			(2	%)		18,227
Restructuring charge and adjustments to acquisition-related reserves		2,543			537	%		399			6,705			70	%		3,954
Operating Income	$	9,480			(41	%)	$	15,985		$	28,356			(12	%)	$	32,308
Cost of Revenues as a % of related revenues:
Software licenses		3	%					3	%		4	%					3	%
Maintenance services		24	%					25	%		24	%					25	%
Product revenues		20	%					19	%		20	%					20	%
Service revenues		74	%					79	%		80	%					79	%
Product Development as a % of product revenues		20	%					19	%		20	%					20	%

23

     The following tables set forth selected comparative financial information on revenues in our business segments and geographical regions, expressed as a percentage change between the three and nine months ended September 30, 2009 and 2008. In addition, the tables set forth the contribution of each business segment and geographical region to total revenues in the three and nine months ended September 30, 2009 and 2008, expressed as a percentage of total revenues:

							Manufacturing &
	Retail						Distribution						Services Industries
	Sept. 30, 2009 vs. 2008						Sept. 30, 2009 vs. 2008						Sept. 30, 2009 vs. 2008
	Quarter			Nine Months			Quarter			Nine Months			Quarter			Nine Months
Software licenses		(22	%)		(7	%)		(34	%)		(10	%)		(15	%)		123	%
Maintenance services		1	%		(1	%)		(9	%)		(9	%)		40	%		13	%
Product revenues		(8	%)		(3	%)		(14	%)		(9	%)		12	%		76	%
Service revenues		26	%		8	%		(19	%)		(22	%)		62	%		28	%
Total revenues		3	%		1	%		(15	%)		(13	%)		40	%		54	%
Product development		(3	%)		2	%		(5	%)		(9	%)		(30	%)		(36	%)
Sales and marketing		8	%		(1	%)		(27	%)		(17	%)		53	%		48	%
Operating income		(6	%)		(2	%)		(15	%)		(9	%)		119	%		394	%

Contribution to Total Revenues
Retail												Manufacturing & Distribution												Services Industries
Quarter						Nine Months						Quarter						Nine Months						Quarter						Nine Months
2009			2008			2009			2008			2009			2008			2009			2008			2009			2008			2009			2008
	57	%		54	%		54	%		53	%		35	%		41	%		37	%		42	%		8	%		5	%		9	%		5	%

	The Americas						EMEA						Asia/Pacific
	Sept. 30, 2009 vs. 2008						Sept. 30, 2009 vs. 2008						Sept. 30, 2009 vs. 2008
	Quarter			Nine Months			Quarter			Nine Months			Quarter			Nine Months
Software licenses		(28	%)		(4	%)		16	%		(6	%)		(73	%)		67	%
Maintenance services		(3	%)		(2	%)		(4	%)		(11	%)		(2	%)		(6	%)
Product revenues		(12	%)		(3	%)		1	%		(10	%)		(27	%)		19	%
Service revenues		20	%		9	%		(12	%)		(25	%)		37	%		(17	%)
Total revenues		(2	%)		1	%		(3	%)		(14	%)		(5	%)		6	%

Contribution to Total Revenues
The Americas												EMEA												Asia/Pacific
Quarter						Nine Months						Quarter						Nine Months						Quarter						Nine Months
2009			2008			2009			2008			2009			2008			2009			2008			2009			2008			2009			2008
	70	%		70	%		69	%		67	%		21	%		21	%		21	%		24	%		9	%		9	%		10	%		9	%

Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

Software License Revenues

     Software license sales decreased 25% to $17.3 million in third quarter 2009 compared to $23.0 million in third quarter 2008, and includes decreases in software license sales of 28% and 73% in the Americas and Asia/Pacific regions, respectively, offset in part by a 16% increase in the EMEA region. The decrease in software license sales is due primarily to the volume and timing of deals in our sales pipeline. We closed one large transaction greater than $1.0 million (“large transactions”) in third quarter 2009 compared to four in third quarter 2008. We believe our competitive position remains strong, and we have maintained consistently high competitive win rates in our markets. We continue to have significant back-selling opportunities as 81% and 72% of our software license sales in third quarter 2009 and 2008, respectively, came from install-base customers. Our average sale price (“ASP”) remains strong compared to historical benchmarks and was $733,000 for the 12-month period ended September 30, 2009, compared to

24

$520,000 in the 12-month period ended September 30, 2008 and to our all-time high of $819,000 in the 12-month period ended June 30, 2009, which was largely driven by one large transaction.

     Software License Results by Region. The following table summarizes software license revenues by region for third quarter 2009 and 2008:

	Three Months Ended September 30,
Region	2009		2008		$ Change			% Change
Americas	$	12,624	$	17,503	$	(4,879	)		(28	%)
EMEA		4,084		3,516		568			16	%
Asia/Pacific		542		1,992		(1,450	)		(73	%)
Total	$	17,250	$	23,011	$	(5,761	)		(25	%)

     The decrease in software sales performance in the Americas region in third quarter 2009 compared to third quarter 2008 is due primarily to a decrease in the number of large transactions. There was one large transaction in the Americas region in third quarter 2009 compared to four in third quarter 2008. The Americas region, and in particular North America, has performed consistently in a difficult economic environment over the past four quarters and, as we enter fourth quarter, the Americas sales pipeline includes a strong representation of both large transactions and mid-size sales opportunities. The Americas region is our largest region and, as a result, we believe the software sales performance in this region will continue to be a key driver of our overall success.

     The increase in software sales in the EMEA region in third quarter 2009 compared to third quarter 2008 is due primarily to an increase in contractual revenues from a new customer that are being recognized on a percentage of completion basis. Software sales in the EMEA region appear to be improving under the direction of the new regional management team that was hired in first half 2009, and as a result of other fundamental changes to the organizational structure that have improved the performance and business development activities in the region. While there are still challenges, we believe the prospects and sales pipeline in the EMEA region have improved as we enter fourth quarter 2009.

     The Asia/Pacific region continues to perform below our expectations, and we expect the underlying trend in software sales to remain relatively soft in the region in fourth quarter 2009. The region has operated under new sales management and with a substantially new sales team during all of 2009. We believe the changes that have been made in the sales function during 2009 can ultimately improve the sales execution and performance in the Asia/Pacific region over the course of 2010.

Software License Results by Reportable Business Segment.

     Retail. Software license revenues in this reportable business segment decreased 22% in third quarter 2009 compared to third quarter 2008, due primarily to a decrease in the number of large transactions. There was one large transaction in this reportable business segment in third quarter 2009 compared to three in third quarter 2008.

     Manufacturing & Distribution. Software license revenues in this reportable business segment decreased 34% in third quarter 2009 compared to third quarter 2008, due primarily to a decrease in the number of large transactions and mid-size sales opportunities. There were no large transactions in this reportable business segment in third quarter 2009 compared to one in third quarter 2008.

     Services Industries. Software license revenues in this reportable business segment decreased 15% in third quarter 2009 compared to third quarter 2008, due primarily to a decrease in the amount of contractual revenues being recognized on a percentage of completion basis. There were no large transactions in this reportable business segment in either third quarter 2009 or 2008.

Maintenance Services

     Maintenance services revenues decreased $1.4 million, or 3%, to $45.0 million in third quarter 2009 compared to $46.4 million in third quarter 2008, and represented 47% of total revenues in both of these periods. Unfavorable foreign exchange rate variances reduced maintenance services revenues in third quarter 2009 by $2.0 million compared to third quarter 2008 due primarily to the strengthening of the U.S. Dollar against European currencies. Excluding the impact of the unfavorable foreign exchange rate variance, maintenance services revenues increased approximately $600,000 in third quarter 2009 compared to third quarter 2008 as maintenance revenues from new software sales, rate increases on annual renewals and reinstatements of previously suspended and cancelled maintenance agreements more than offset decreases in recurring maintenance revenues due to attrition.

25

Service Revenues

     Service revenues, which include consulting services, hosting services and training revenues, net revenues from our hardware reseller business and reimbursed expenses, increased $4.6 million, or 16%, to $33.6 million in third quarter 2009 compared to $29.0 million in third quarter 2008. Third quarter 2009 service revenues include $1.1 million of consulting work performed during second quarter 2009 that could not be recognized until third quarter 2009. Excluding the non-recurring impact of this consulting work, service revenues in third quarter 2009 increased $3.5 million or 12% compared to third quarter 2008. The increase in service revenues is due to a 22% increase in billable hours, primarily from large projects in the Americas region and the Services Industries reportable business segment, offset in part by a decrease in our realized average hourly billing rates. Our global utilization rate was 61% in third quarter 2009 compared to 52% in third quarter 2008, and our realized average hourly billing rates were $193 and $198 per hour, respectively, in these periods. The decrease in realized average hourly billing rates reflects the increased utilization of service resources at the CoE. Since billing rates for CoE associates are lower than the rates typically charged for on-shore service resources, as the number of hours of work performed at the CoE increases, it will have the effect of reducing our overall realized average hourly billing rates. The overall service gross profit percentage for services provided through the CoE is typically higher, however, than the service gross profit percentage for services provided by our higher cost on-shore operations.

     Fixed bid consulting services work represented 18% of total consulting services revenue in third quarter 2009 compared to 14% in third quarter 2008.

Cost of Product Revenues

     Cost of Software Licenses. Cost of software licenses decreased $33,000 in third quarter 2009 compared to third quarter 2008. The decrease is due primarily to a decrease in certain third-party applications that we resell and royalties on embedded third-party software applications.

     Amortization of Acquired Software Technology. Amortization of acquired software technology decreased $343,000 in third quarter 2009 compared to third quarter 2008. The decrease is due primarily to a decrease in amortization on certain software technology acquired from E3 Corporation in 2001 that has now been fully amortized.

     Cost of Maintenance Services. Cost of maintenance services decreased $630,000 in third quarter 2009 compared to third quarter 2008. The decrease is due primarily to a decrease in salaries and related benefits, offset in part by an increase in stock-based incentive compensation. Although the average customer support headcount increased 2% in third quarter 2009 compared to third quarter 2008, salaries and related benefits decreased approximately $581,000 as new and replacement positions were filled with lower cost resources at the CoE. As of September 30, 2009, we had 302 employees in customer support functions compared to 304 at June 30, 2009 and 294 at September 30, 2008. The headcount totals include 55 FTE, 52 FTE and 34 FTE in customer support functions at the CoE, respectively.

Cost of Service Revenues

     Cost of service revenues increased $2.0 million in third quarter 2009 compared to third quarter 2008. The increase is due primarily to a $1.3 million increase in incentive compensation (bonuses and share-based compensation), a $605,000 increase in outside contractor costs and a $482,000 decrease in cost transfers for service personnel used to support the activities in other functional groups. In addition, although the average services headcount decreased 1% in third quarter 2009 compared to third quarter 2008, salaries and related benefits decreased $300,000 or approximately 2% as new and replacement positions were filled with lower cost resources at the CoE. As of September 30, 2009 we had 448 employees in service functions compared to 443 at June 30, 2009 and 453 at September 30, 2008. The headcount totals include 53 FTE, 50 FTE and 48 FTE in service functions at the CoE, respectively.

Gross Profit

     Gross profit dollars decreased $3.6 to $58.5 million in third quarter 2009 compared to $62.1 million in third quarter 2008. The decrease in gross profit dollars is due primarily to the $5.8 million decrease in software license sales and a $2.0 million increase in cost of service revenues, offset in part by the $4.6 million increase in service revenues. The gross margin percentage decreased to 61% in third quarter 2009 compared to 63% in third quarter 2008 due primarily to the decrease in software license revenues, which have a higher gross margin than maintenance and service revenues.

     Maintenance services gross profit dollars decreased $748,000 to $34.1 million in third quarter 2009 compared to $34.9 million in third quarter 2008, and represented 76% and 75% of maintenance services revenues in these periods, respectively. The decrease in

26

maintenance services gross profit dollars is due primarily to the $1.4 million decrease in maintenance services revenues, offset in part by the $630,000 decrease in cost of maintenance services.

     Service gross profit dollars increased $2.5 million to $8.6 million in third quarter 2009 compared to $6.1 million in third quarter 2008, and represented 26% and 21% of service revenues in these periods, respectively. The increase in service gross profit dollars is due primarily to the $4.6 million increase in service revenues, offset in part by the $2.0 million increase in cost of service revenues.

Operating Expenses

     Operating expenses, excluding amortization of intangibles and restructuring charges, increased $1.1 million, or 3%, to $40.7 million in third quarter 2009 compared to $39.6 million in third quarter 2008. The increase is due primarily to a $1.4 million increase in share-based compensation, which is largely attributable to new senior executive leadership positions, a $631,000 increase in legal and accounting costs and a $600,000 increase in the provision for doubtful accounts, offset in part by a $762,000 decrease in commissions due to the Company’s lower operating performance and a decrease in salaries and related benefits as new and replacement positions were filled with lower cost resources at the CoE.

     Product Development. Product development expense decreased $793,000, or 6%, to $12.5 million in third quarter 2009 compared to $13.3 million in third quarter 2008. The decrease is due primarily to a $377,000 decrease in salaries and related benefits and a $474,000 decrease in cost transfers from other functional groups for personnel used to support product development activities. Although the average product development headcount increased nearly 10% in third quarter 2009 compared to third quarter 2008, salaries and related benefits decreased approximately 4% as new and replacement positions were filled with lower cost resources at the CoE. As of September 30, 2009 we had 581 employees in product development compared to 575 at June 30, 2009 and 535 at September 30, 2008. The headcount totals include 391 FTE, 377 FTE and 322 FTE in product development functions at the CoE, respectively.

     Sales and Marketing. Sales and marketing expense was $15.9 million in third quarter 2009, which is flat compared to third quarter 2008. Sales commissions decreased $762,000 in third quarter 2009 compared to third quarter 2008 due to the 25% decrease in software license revenues. This decrease was substantially offset by a $360,000 increase in stock-based compensation in third quarter 2009 compared to third quarter 2008, an increase in salaries and related benefits resulting from a 7% increase in average sales and marketing headcount, and a $211,000 increase in outside contractor costs. As of September 30, 2009 we had 229 employees in sales and marketing compared to 225 at June 30, 2009 and 212 at September 30, 2008, including quota carrying sales associates of 75, 72, and 63, respectively.

     General and Administrative. General and administrative expense increased $1.9 million, or 18%, to $12.3 million in third quarter 2009 compared to $10.4 million in third quarter 2008. The increase is due primarily to a $935,000 increase in share-based compensation. Our 2009 Performance Program provides for twice as many potential equity awards and related expense as the 2008 Performance Program. The increase in general and administrative expense in third quarter 2009 compared to third quarter 2008 also includes a $631,000 increase in legal and accounting fees and a $600,000 increase in the provision for doubtful accounts, offset in part by a decrease in salaries and benefits as certain new and replacement internal information technology positions were filled with lower cost resources at the CoE. As of September 30, 2009 we had 238 employees in general and administrative functions compared to 247 at June 30, 2009 and 245 at September 30, 2008. The headcount totals include 55 FTE, 51 FTE and 38 FTE in general and administrative functions at the CoE, respectively.

     Restructuring Charges and Adjustments to Acquisition-Related Reserves. We recorded a restructuring charge of $2.6 million in third quarter 2009. This charge includes termination benefits related to a workforce reduction of 14 FTE and is primarily associated with the transition of additional on-shore activities to the CoE and certain restructuring activities in the EMEA sales organization. In addition, the charge includes $1.0 million in severance and other termination benefits under a separation agreement with our former Chief Operating Officer.

     We recorded a restructuring charge of $435,000 in third quarter 2008 for termination benefits related to a workforce reduction of 7 FTE primarily in product development, consulting and sales-related positions in the United States. This charge is primarily associated with our transition of certain on-shore activities to the CoE. In addition, we reduced the Manugistics acquisition reserves by $36,000 in second quarter 2008 due to our revised estimate of the reserves for employee severance and termination benefits.

27

Operating Income

     Operating income decreased $6.5 million to $9.5 million in third quarter 2009 compared to $16.0 million in third quarter 2008. The increase is due primarily to the $2.6 million decrease in revenues, a restructuring charge that was $2.1 million larger than one in the same period of 2008, and increases in total cost of revenues and total operating expenses of $1.0 million and $1.1 million, respectively.

     Operating income in our Retail reportable business segment decreased $901,000 to $15.2 million in third quarter 2009 compared to $16.1 million in third quarter 2008. The increase is due primarily to a $3.0 million decrease in product revenues and a $1.8 million increase in total cost of revenues, offset in part by $4.5 million increase in services revenues.

     Operating income in our Manufacturing and Distribution reportable business segment decreased $2.5 million to $13.8 million in third quarter 2009 compared to $16.3 million in third quarter 2008. The decrease is due primarily to decreases in product and services revenues of $4.4 million and $1.7 million, respectively, offset in part by decreases in total cost of revenues and total operating costs of $2.0 million and $1.6 million, respectively.

     Operating income in our Services Industries reportable business segment increased $559,000 to $1.0 million in third quarter 2009 compared to $468,000 in third quarter 2008. The increase is due primarily to a $1.8 million increase in services revenues, offset in part by an $1.3 million increase in total cost of revenues.

     The combined operating income reported in the reportable business segments excludes $20.6 million and $16.9 million of general and administrative expenses and other charges in third quarter 2009 and 2008, respectively, that are not directly identified with a particular reportable business segment and which management does not consider in evaluating the operating income (loss) of the reportable business segments.

Other Income (Expense)

     Interest Expense and Amortization of Loan Fees. The decrease in interest expense and amortization of loan fees in third quarter 2009 compared to third quarter 2008 is due primarily to the repayment in full of outstanding borrowings on our long-term debt in 2008. During 2008 we repaid the remaining $99.6 million balance of our long-term debt, including $80.5 million on October 1, 2008.

     Interest Income and Other, Net. The increase in interest income and other, net in third quarter 2009 compared to third quarter 2008 is due primarily to changes in foreign currency gains and losses and a $427,000 decrease in interest on invested funds. We recorded a net foreign currency exchange gain of $825,000 in third quarter 2009 compared to a net foreign currency exchange loss of $608,000 in third quarter 2008.

Income Tax Provision

     We calculate our tax provision on an interim basis using the year-to-date effective tax rate and record discrete tax adjustments in the reporting period in which they occur. Because the Company is subject to income taxes in numerous jurisdictions and the timing of software and consulting income by jurisdiction can vary significantly, we are unable to reliably estimate an overall annual effective tax rate. A summary of the income tax provision recorded in third quarter 2009 and 2008 is as follows:

	Three Months Ended
	September 30,
	2009			2008
Income before income tax provision	$	10,140		$	13,683
Income tax provision at federal statutory rate	$	3,549		$	4,789
State income taxes		306			446
Research and development credit		(420	)		—
Foreign tax rate differential		(32	)		(6	)
Interest and penalties on uncertain tax positions		118			108
Other, net		356			104
Income tax provision	$	3,877		$	5,441
Effective tax rate		38	%		40	%

28

     The income tax provision recorded in the three months ended September 30, 2009 and 2008 takes into account the source of taxable income, domestically by state and internationally by country, and available income tax credits, and does not include the tax benefits realized from the employee stock options exercised during third quarter 2009 and 2008 of $1.7 million and $30,000, respectively. These excess tax benefits will reduce our income tax liabilities in future periods and result in an increase to additional paid-in capital as we are able to utilize them.

     The effective tax rate in third quarter 2009 is higher than the United States federal statutory rate of 35% due primarily to the mix of income by state jurisdiction, non-deductible permanent differences and interest and penalties on uncertain tax positions, offset in part by utilization of research and development credits (“R&D credits”). The effective tax rate in third quarter 2008 is higher than the United States federal statutory rate of 35% due primarily to our inability to utilize R&D credits as Congress had not yet approved an extension of the R&D credits for 2008.

Consideration Paid in Excess of Carrying Value on the Repurchase of Redeemable Preferred Stock

     We entered into a Purchase Agreement with Thoma Bravo on September 8, 2009 to acquire the remaining shares of Series B preferred stock for $28.1 million in cash (or $20 per share for each of the 1,403,603 shares of JDA common stock into which the Series B Preferred Stock is convertible). The agreed purchase price includes $19.5 million, which represents the conversion of 1,403,603 shares of common stock at the conversion price of $13.875, and $8.6 million, which represents consideration paid in excess of the conversion price of $13.875 ($6.125 per share). The consideration paid in excess of the conversion price has been charged to retained earnings in the same manner as a dividend on preferred stock, and will reduce the income applicable to common shareholders in the calculation of earnings per share for the three months ended September 30, 2009

Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008

Software Revenues

     Software License Results by Region. The following table summarizes software license revenues by region for the nine months ended September 30, 2009 and 2008:

	Nine Months Ended September 30,
Region	2009		2008		$Change			% Change
Americas	$	38,086	$	39,685	$	(1,599	)		(4	%)
EMEA		12,266		13,025		(759	)		(6	%)
Asia/Pacific		9,808		5,883		3,925			67	%
Total	$	60,160	$	58,593	$	1,567			3	%

     The decrease in software license revenues in the Americas region in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 is due primarily to a decrease in the number of large transactions, offset in part by an increase in mid-size software sales, particularly in North America. There were six large transactions in the Americas region in the nine months ended September 30, 2009 compared to eight in the nine months ended September 30, 2008.

     The decrease in software license revenues in the EMEA region in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 is due primarily to a decrease in the number of large transactions. There were two large transactions in the EMEA region in the nine months ended September 30, 2009 compared to three in the nine months ended September 30, 2008. One of the large transactions in the nine months ended September 30, 2009 is being recognized on a percentage of completion basis and to date we have recognized approximately 66% of the software license fee.

     The increase in software license revenues in the Asia/Pacific region in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 is due primarily to the size of one large transaction. There was one large transaction in the Asia/Pacific region in both the nine months ended September 30, 2009 and 2008.

Software License Results by Reportable Business Segment.

     Retail. Software license revenues in this reportable business segment decreased 7% in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008, due primarily to a decrease in the number of large transactions. There

29

were six large transactions in this reportable business segment in the nine months ended September 30, 2009 compared to nine in the nine months ended September 30, 2008.

     Manufacturing & Distribution. Software license revenues in this reportable business segment decreased 10% in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008, due primarily to a decrease in the size of large transactions and a decrease in follow-on sales to existing customers for new product or to expand the scope of an existing license. There was one large transaction in this reportable business segment in both the nine months ended September 30, 2009 and 2008.

     Services Industries. Software license revenues in this reportable business segment increased 123% in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008, due to an increase in the size of large transactions. There were two large transactions in this reportable business segment in both the nine months ended September 30, 2009 and 2008. One of the large transactions in the nine months ended September 30, 2009 is being recognized on a percentage of completion basis and to date we have recognized approximately 66% of the software license fee.

Maintenance Services

     Maintenance services revenues decreased $6.5 million, or 5%, to $132.4 million in the nine months ended September 30, 2009 compared to $138.8 million in the nine months ended September 30, 2008, and represented 47% and 49% of total revenues, respectively, in these periods. Unfavorable foreign exchange rate variances reduced maintenance services revenues in the nine months ended September 30, 2009 by $8.4 million compared to the nine months ended September 30, 2008 due primarily to the strengthening of the U.S. Dollar against European currencies. Excluding the impact of the unfavorable foreign exchange rate variance, maintenance services revenues increased approximately $1.9 million in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 as maintenance revenues from new software sales, rate increases on annual renewals and reinstatements of previously suspended and cancelled maintenance agreements more than offset decreases in recurring maintenance revenues due to attrition.

Service Revenues

     Service revenues, which include consulting services, hosting services and training revenues, net revenues from our hardware reseller business and reimbursed expenses, decreased $542,000, or 1%, to $86.1 million in the nine months ended September 30, 2009 compared to $86.7 million in the nine months ended September 30, 2008. The decrease is due primarily to a decrease in consulting services revenue and lower realized average hourly billing rates in the EMEA and Asia/Pacific regions and a $1.2 million decrease in non-consulting services (training and hosting services, hardware sales and reimbursed expenses), offset in part by an increase in consulting services revenue from large projects in the Americas region and the Services Industries reportable business segment.

     Fixed bid consulting services work represented 12% of total consulting services revenue in the nine months ended September 30, 2009 compared to 16% in the nine months ended September 30, 2008.

Cost of Product Revenues

     Cost of Software Licenses. Cost of software licenses increased $408,000 in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008. The increase is due primarily to an increase in certain third-party applications that we resell and royalties on embedded third-party software applications. A large portion of our software revenue growth is coming from products that have embedded third-party applications and/or require payment of higher royalty fee obligations, in particular the applications we acquired from Manugistics.

     Amortization of Acquired Software Technology. Amortization of acquired software technology decreased $1.3 million in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008. The decrease is due primarily to a decrease in amortization on certain software technology acquired from E3 Corporation in 2001 that has now been fully amortized.

     Cost of Maintenance Services. Cost of maintenance services decreased $1.7 million in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008. The decrease is due primarily to a decrease in salaries and related benefits and a $372,000 decrease in royalties paid to third parties who provide first level support to certain of our customers, offset in part by an increase in stock-based compensation. Although the average customer support headcount increased 5% in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008, salaries and related benefits decreased approximately $1.5 million as new and replacement positions were filled with lower cost resources at the CoE.

30

Cost of Service Revenues

     Cost of service revenues was $68.9 million in the nine months ended September 30, 2009, which is flat compared to the nine months ended September 30, 2008. Cost of service revenues were increased in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 as a result of a $1.8 million increase in incentive compensation (bonuses and share-based compensation) and a $1.4 million increase in outside contractor costs. These additional costs were substantially offset by cost savings associated with the movement of service functions to the CoE, a $699,000 decrease in travel costs and a $619,000 decrease in reimbursed expenses. Although the average services headcount increased less than 1% in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008, salaries and related benefits decreased approximately $2.0 million as new and replacement positions were filled with lower cost resources at the CoE.

Gross Profit

     Gross profit dollars decreased $2.8 million to $172.0 million in the nine months ended September 30, 2009 compared to $174.8 million in the nine months ended September 30, 2008. The decrease in gross profit dollars is due primarily to the $6.5 million decrease in maintenance revenues, offset in part by $1.6 million increase in software sales and a $2.6 million decrease in total cost of revenues. The gross margin percentage was 62% in both the nine months ended September 30, 2009 and 2008.

     Maintenance services gross profit dollars decreased $4.7 million to $100.0 million in the nine months ended September 30, 2009 compared to $104.7 million in the nine months ended September 30, 2008, and represented 76% and 75% of maintenance services revenues in these periods, respectively. The decrease in maintenance services gross profit dollars is due primarily to the $6.5 million decrease in maintenance services revenues, offset in part by the $1.7 million decrease in cost of maintenance services.

     Service gross profit dollars decreased $584,000 to $17.2 million in the nine months ended September 30, 2009 compared to $17.8 million in the nine months ended September 30, 2008, and represented 20% and 21% of service revenues in these periods, respectively. The decrease in service gross profit dollars is due primarily to the $542,000 decrease in service revenues.

Operating Expenses

     Operating expenses, excluding amortization of intangibles and restructuring charges, decreased $1.3 million, or 1%, to $119.0 million in the nine months ended September 30, 2009 compared to $120.3 million in the nine months ended September 30, 2008. The decrease is due primarily to a decrease in salaries and related benefits due to new and replacement positions being filled with lower cost resources at the CoE, an $861,000 decrease in travel expenses, a decrease in cost transfers from other functional groups for personnel used to support product development activities and a $542,000 decrease in marketing-related costs, offset in part by a $2.4 million increase in share-based compensation and a $900,000 increase in the provision for doubtful accounts.

     Product Development. Product development expense decreased $2.5 million, or 6%, to $37.7 million in the nine months ended September 30, 2009 compared to $40.2 million in the nine months ended September 30, 2008. The decrease is due primarily to a decrease in salaries and related benefits, a decrease in cost transfers from other functional groups for personnel used to support product development activities and a $277,000 decrease in outside contractor costs. Although the average product development headcount increased nearly 14% in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008, salaries and related benefits decreased $1.0 million, or 4%, as new and replacement positions were filled with lower cost resources at the CoE.

     Sales and Marketing. Sales and marketing expense decreased $1.4 million, or 3%, to $46.3 million in the nine months ended September 30, 2009 compared to $47.7 million in the nine months ended September 30, 2008. The decrease is due primarily to a $719,000 decrease in travel costs, a $549,000 decrease in salaries and benefits, a $542,000 decrease in marketing-related costs and a $396,000 decrease in commissions, offset in part by a $927,000 increase in share-based compensation.

     General and Administrative. General and administrative expense increased $2.6 million, or 8%, to $35.0 million in the nine months ended September 30, 2009 compared to $32.4 million in the nine months ended September 30, 2008. The increase is due primarily to a $1.3 million increase in share-based compensation. Our 2009 Performance Program provides for twice as many potential equity awards and related expense as the 2008 Performance Program. The increase in general and administrative expense in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 also includes a $900,000 increase in the provision for doubtful accounts and a $450,000 increase in legal and accounting fees, offset in part by a decrease in salaries and benefits related to a 2% decrease in average general and administrative headcount. No provision for doubtful accounts was recorded in the nine months ended September 30, 2008.

31

     Restructuring Charges and Adjustments to Acquisition-Related Reserves. We recorded restructuring charges of $6.4 million in the nine months ended September 30, 2009, including $1.5 million in first quarter 2009, $2.3 million in second quarter 2009 and $2.6 million in third quarter 2009. These charges are primarily associated with the transition of additional on-shore activities to the CoE and certain restructuring activities in the EMEA sales organization. The charges include termination benefits related to a workforce reduction of 83 full-time employees (“FTE”) in product development, service, support, sales and marketing, information technology and other administrative positions, primarily in the Americas region. In addition, the restructuring charges include $2.0 million in severance and other termination benefits under separation agreements with our former Executive Vice President and Chief Financial Officer and our former Chief Operating Officer. We also recorded adjustments of $306,000 in the nine months ended September 30, 2009 to reduce estimated restructuring reserves established in prior years and an adjustment of $539,000 to increase certain Manugistics acquisition reserves based on our revised estimate of sublease rentals and market adjustments on an unfavorable office facility in the United Kingdom.

     We recorded restructuring charges of $4.6 million in the nine months ended September 30, 2008, including $794,000 in first quarter 2008, $3.3 million in second quarter 2008 and $435,000 in third quarter 2008. These charges are primarily associated with our transition of certain on-shore activities to the CoE. The 2008 restructuring charges include $4.5 million for termination benefits related to a workforce reduction of 54 FTE, primarily in product development, consulting and sales-related positions across all of our geographic regions and $83,000 for office closure and integration costs of redundant office facilities. We reduced the Manugistics acquisition reserves by $604,000 in the nine months ended September 30, 2008 based on our revised estimate of the reserves for employee severance and termination benefits.

Operating Income

     Operating income decreased $4.0 million to $28.4 million in the nine months ended September 30, 2009 compared to $32.3 million in the nine months ended September 30, 2008. The decrease is due primarily to the $5.4 million decrease in revenues and a restructuring charge that was $2.8 million larger than one in the same period of 2008, offset in part by decreases of $2.6 million and $1.3 million in total cost of revenues and total operating expenses, respectively.

     Operating income in our Retail reportable business segment decreased $854,000 to $39.5 million in the nine months ended September 30, 2009 compared to $40.4 million in the nine months ended September 30, 2008. The decrease is due primarily to a $2.8 million decrease in product revenues and a $1.9 million increase in total cost of revenues, offset in part by a $4.0 million increase in service revenues.

     Operating income in our Manufacturing and Distribution reportable business segment decreased $4.2 million to $40.8 million in the nine months ended September 30, 2009 compared to $45.0 million in the nine months ended September 30, 2008. The decrease is due primarily to decreases in product revenues and services revenues of $8.3 million and $6.5 million, respectively, offset in part by a $6.5 million decrease in total cost of revenues and a 13% decrease in operating costs for product development and sales and marketing activities.

     Operating income in our Services Industries reportable business segment increased $6.1 million to $7.7 million in the nine months ended September 30, 2009 compared to $1.6 million in the nine months ended September 30, 2008. The increase is due primarily to increases in product revenues and services revenues of $6.2 million and $2.0 million, respectively, offset in part by a $2.0 million increase in total cost of revenues.

     The combined operating income reported in the reportable business segments excludes $59.6 million and $54.6 million of general and administrative expenses and other charges in the nine months ended September 30, 2009 and 2008, respectively, that are not directly identified with a particular reportable business segment and which management does not consider in evaluating the operating income (loss) of the reportable business segments.

Other Income (Expense)

     Interest Expense and Amortization of Loan Fees. The decrease in interest expense and amortization of loan fees in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 is due primarily to the repayment in full of outstanding borrowings on our long-term debt in 2008. During 2008 we repaid the remaining $99.6 million balance of our long-term debt, including $80.5 million on October 1, 2008.

     Interest Income and Other, Net. The decrease in interest income and other, net in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 is due primarily to a $1.4 million decrease in interest on invested funds as we

32

utilized excess cash balances held in interest bearing accounts during 2008 to repay the remaining balance of our long-term debt, and a $326,000 decrease in investment gains, offset in part by a $531,000 decrease in net foreign currency exchange gains.

Income Tax Provision

     We calculate our tax provision on an interim basis using the year-to-date effective tax rate and record discrete tax adjustments in the reporting period in which they occur. Because the Company is subject to income taxes in numerous jurisdictions and the timing of software and consulting income by jurisdiction can vary significantly, we are unable to reliably estimate an overall annual effective tax rate. A summary of the income tax provision recorded in the nine months ended September 30, 2009 and 2008 is as follows:

	Nine Months Ended
	September 30,
	2009			2008
Income before income tax provision	$	28,271		$	27,122
Income tax provision at federal statutory rate	$	9,895		$	9,493
State income taxes		831			789
Research and development credit		(809	)		—
Foreign tax rate differential		(333	)		(291	)
Interest and penalties on uncertain tax positions		354			323
Other, net		491			137
Income tax provision	$	10,429		$	10,451
Effective tax rate		37	%		39	%

     The income tax provision recorded in the nine months ended September 30, 2009 and 2008 takes into account the source of taxable income, domestically by state and internationally by country, and available income tax credits, and does not include the tax benefits realized from the employee stock options exercised during the nine months ended September 30, 2009 and 2008 of $2.4 million and $1.4 million, respectively. These excess tax benefits will reduce our income tax liabilities in future periods and result in an increase to additional paid-in capital as we are able to utilize them.

     The effective tax rate in the nine months ended September 30, 2009 is higher than the United States federal statutory rate of 35% due primarily to the mix of income by state jurisdiction, non-deductible permanent differences and interest and penalties on uncertain tax positions, offset in part by utilization of R&D credits. The effective tax rate in the nine months ended September 30, 2008 is higher than the United States federal statutory rate of 35% due primarily to the inability to utilize R&D credits as Congress had not yet approved an extension of the R&D credits for 2008.

Consideration Paid in Excess of Carrying Value on the Repurchase of Redeemable Preferred Stock

     We entered into a Purchase Agreement with Thoma Bravo on September 8, 2009 to acquire the remaining shares of Series B preferred stock for $28.1 million in cash (or $20 per share for each of the 1,403,603 shares of JDA common stock into which the Series B Preferred Stock is convertible). The agreed purchase price includes $19.5 million, which represents the conversion of 1,403,603 shares of common stock at the conversion price of $13.875, and $8.6 million, which represents consideration paid in excess of the conversion price of $13.875 ($6.125 per share). The consideration paid in excess of the conversion price has been charged to retained earnings in the same manner as a dividend on preferred stock, and reduced the income applicable to common shareholders in the calculation of earnings per share for the nine months ended September 30, 2009.

Liquidity and Capital Resources

     We had working capital of $69.7 million at September 30, 2009 compared to $32.1 million at December 31, 2008. The working capital balance at September 30, 2009 and December 31, 2008 includes $85.4 million and $32.7 million, respectively, in cash and cash equivalents. During the nine months ended September 30, 2009 we generated $80.5 million in cash flow from operating activities and utilized $30.1 million to repurchase redeemable preferred stock ($28.1 million) and common stock ($2.0 million) held by Thoma Bravo. We received over $318 million in cash collections on accounts receivable in the nine months ended September 30, 2009 and have no outstanding debt.

     Net accounts receivable were $60.2 million, or 57 days sales outstanding (“DSO”), at September 30, 2009, which equals our historical low for the Company, compared to $79.4 million, or 67 DSO, at December 31, 2008. Our quarterly DSO results historically

33

increase during the first quarter of each year due to the heavy annual maintenance renewal billings that occur during this time frame and then typically decrease slowly over the remainder of the year. DSO results can fluctuate significantly on a quarterly basis due to a number of factors including the percentage of total revenues that comes from software license sales, which typically have installment payment terms, seasonality, shifts in customer buying patterns, the timing of customer payments and annual maintenance renewals, lengthened contractual payment terms in response to competitive pressures, the underlying mix of products and services, and the geographic concentration of revenues.

     Operating activities provided cash of $80.5 million in the nine months ended September 30, 2009 compared to $70.7 million in the nine months ended September 30 2008. The principle sources of our cash flow from operations are typically net income adjusted for depreciation and amortization, collections on accounts receivable, and increases in deferred maintenance revenue. The increase in cash flow from operations in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 is due primarily to a $9.1 million larger increase in deferred revenue, a $7.9 million larger net decrease in accounts receivable resulting from the higher volume of software sales in 2008 and a $3.8 million larger increase in accounts payable, offset in part by a $6.8 million larger decrease in accrued expenses due to the payment of the higher commissions and bonuses resulting from the Company’s improved operating performance in 2008 and a $3.6 million increase in prepaid expenses and other current assets.

     Investing activities utilized cash of $9.9 million in the nine months ended September 30, 2009 and $11.4 million in the nine months ended September 30, 2008. The decrease in cash utilized in investing activities in the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008 is due primarily to a $1.0 million decrease in payment of direct costs related to acquisitions. Cash utilized in investing activities also includes capital expenditures of $5.5 million in the nine months ended September 30, 2009 and $6.1 million in the nine months ended September 30, 2008.

     Financing activities utilized cash of $19.8 million in the nine months ended September 30, 2009 and $20.0 million in nine months ended September 30, 2008. Cash utilized by financing activities in the nine months ended September 30, 2009 includes $28.1 million for the purchase of the remaining Series B preferred stock owned by Thoma Bravo, $6.3 million in purchases of treasury stock ($2.9 million for shares of common stock repurchased pursuant to our approved stock repurchase program, $1.4 million for the repurchase of shares tendered by employees for payment of applicable statutory withholding taxes on the issuance of stock, and $2.0 million for the purchase of 100,000 shares of common stock held by Thoma Bravo), offset in part by $14.5 million in proceeds from the issuance of stock ($12.2 million from the exercise of stock options and $2.3 million from the purchase of common shares under the employee stock purchase plan). Cash utilized in financing activities in the nine months ended September 30, 2008 includes the repayment of $19.1 million of long-term debt incurred in connection with the Manugistics acquisition, $3.4 million of loan origination fees on a credit facility commitment for a previously terminated acquisition, and $1.9 million for the repurchase of shares tendered by employees for payment of applicable statutory withholding taxes on the issuance of stock, offset in part by $6.0 million in proceeds from the exercise of stock options.

     Changes in the currency exchange rates of our foreign operations had the effect of increasing cash by $2.0 million in the nine months ended September 30, 2009 and reducing cash by $3.8 million in the nine months ended September 30 2008. We use derivative financial instruments, primarily forward exchange contracts, to manage a majority of the short-term foreign currency exchange exposure associated with foreign currency denominated assets and liabilities which exist as part of our ongoing business operations. We do not hedge the potential impact of foreign currency exposure on our ongoing revenues and expenses from foreign operations. The exposures relate primarily to the gain or loss recognized in earnings from the revaluation or settlement of current foreign currency denominated assets and liabilities. We do not enter into derivative financial instruments for trading or speculative purposes. The forward exchange contracts generally have maturities of less than 90 days and are not designated as hedging instruments. Forward exchange contracts are marked-to-market at the end of each reporting period, with gains and losses recognized in other income offset by the gains or losses resulting from the settlement of the underlying foreign currency denominated assets and liabilities.

     Treasury Stock Repurchases. On March 5, 2009, the Board adopted a program to repurchase up to $30 million of our common stock in the open market or in private transactions at prevailing market prices during the 12-month period ending March 10, 2010. During the nine months ended September 30, 2009, we repurchased 265,715 shares of our common stock under this program for $2.9 million at prices ranging from $10.34 to $11.00 per share.

     During the nine months ended September 30, 2009 and 2008, we also repurchased 97,056 and 107,472 common shares, respectively, tendered by employees for the payment of applicable statutory withholding taxes on the issuance of restricted shares under the 2005 Performance Incentive Plan. These shares were repurchased for $1.4 million at prices ranging from $9.75 to $22.37 in the nine months ended September 30, 2009 and for $1.9 million at prices ranging from $14.97 to $20.40 per share in the nine months ended September 30, 2008.

34

     As part of the Purchase Agreement with Thoma Bravo, we repurchased 100,000 shares of our common stock held by Thoma Bravo for $2.0 million, or $20 per share.

     Contractual Obligations. We currently lease office space in the Americas for 11 regional sales and support offices across the United States, Canada and Latin America, and for 12 other international sales and support offices located in major cities throughout Europe, Asia, Australia, Japan and our CoE in Hyderabad, India. The leases are primarily non-cancelable operating leases with initial terms ranging from one to 20 years that expire at various dates through the year 2018. None of the leases contain contingent rental payments; however, certain of the leases contain scheduled rent increases and renewal options. We expect that in the normal course of business most of these leases will be renewed or that suitable additional or alternative space will be available on commercially reasonable terms as needed. In addition, we lease various computers, telephone systems, automobiles, and office equipment under non-cancelable operating leases with initial terms ranging from 12 to 48 months. Certain of the equipment leases contain renewal options and we expect that in the normal course of business some or all of these leases will be renewed or replaced by other leases.

     There have been no material changes in our contractual obligations and other commercial commitments other than in the ordinary course of business since the end of fiscal year 2008. Information regarding our contractual obligations and commercial commitments is provided in our Annual Report on Form 10-K for the year ended December 31, 2008.

     We believe our existing cash balances and net cash provided from operations will provide adequate liquidity to meet our normal operating requirements for at least the next twelve months. A major component of our positive cash flow is the collection of accounts receivable and the generation of cash earnings. In addition, there is a $50 million revolving credit facility and up to $75 million of incremental term or revolving credit facilities available to the Company. There were no amounts borrowed under these credit facilities at September 30, 2009.

Critical Accounting Policies

     There were no significant changes in our critical accounting policies during nine months ended September 30, 2009. We have identified the following policies as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. The preparation of this Quarterly Report on Form 10-Q requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

•	Revenue recognition. Our revenue recognition policy is significant because our revenue is a key component of our results of operations. In addition, our revenue recognition determines the timing of certain expenses such as commissions and royalties. We follow specific and detailed guidelines in measuring revenue; however, certain judgments affect the application of our revenue policy.
	We license software primarily under non-cancelable agreements and provide related services, including consulting, training and customer support. Software license revenue is generally recognized using the residual method when:

Ø	Persuasive evidence of an arrangement exists and a license agreement has been signed;
Ø	Delivery, which is typically FOB shipping point, is complete;
Ø	Fees are fixed and determinable and there are no uncertainties surrounding product acceptance;
Ø	Collection is considered probable; and
Ø	Vendor-specific evidence of fair value (“VSOE”) exists for all undelivered elements.

Our customer arrangements typically contain multiple elements that include software, options for future purchases of software products not previously licensed to the customer, maintenance, consulting and training services. The fees from these arrangements are allocated to the various elements based on VSOE. Under the residual method, if an arrangement contains an undelivered element, the VSOE of the undelivered element is deferred and the revenue recognized once the element is delivered. If we are unable to determine VSOE for any undelivered element included in an arrangement, we will defer revenue recognition until all elements have been delivered. In addition, if a software license contains milestones, customer acceptance criteria or a cancellation right, the software revenue is recognized upon the achievement of the milestone or upon the earlier of customer acceptance or the expiration of the acceptance period or cancellation right. For

35

	arrangements that provide for significant services or custom development that are essential to the software’s functionality, the software license revenue and contracted services are recognized under the percentage of completion method. We measure progress-to-completion on arrangements involving significant services or custom development that are essential to the software’s functionality using input measures, primarily labor hours, which relate hours incurred to date to total estimated hours at completion. We continually update and revise our estimates of input measures. If our estimates indicate that a loss will be incurred, the entire loss is recognized in that period.
	Maintenance services are separately priced and stated in our arrangements. Maintenance services typically include on-line support, access to our Solution Centers via telephone and web interfaces, comprehensive error diagnosis and correction, and the right to receive unspecified upgrades and enhancements, when and if we make them generally available. Maintenance services are generally billed on a monthly basis and recorded as revenue in the applicable month, or billed on an annual basis with the revenue initially deferred and recognized ratably over the maintenance period. VSOE for maintenance services is the price customers will be required to pay when it is sold separately, which is typically the renewal rate.
	Consulting and training services are separately priced and stated in our arrangements, are generally available from a number of suppliers, and are generally not essential to the functionality of our software products. Consulting services include project management, system planning, design and implementation, customer configurations, and training. These services are generally billed bi-weekly on an hourly basis or pursuant to the terms of a fixed price contract. Consulting services revenue billed on an hourly basis is recognized as the work is performed. Under fixed price service contracts and milestone-based arrangements that include services that are not essential to the functionality of our software products, consulting services revenue is recognized using the proportional performance method. We measure progress-to-completion under the proportional performance method by using input measures, primarily labor hours, which relate hours incurred to date to total estimated hours at completion. We continually update and revise our estimates of input measures. If our estimates indicate that a loss will be incurred, the entire loss is recognized in that period. Training revenues are included in consulting revenues in the Company’s consolidated statements of income and are recognized once the training services are provided. VSOE for consulting and training services is based upon the hourly or per class rates charged when those services are sold separately. We offer hosting services on certain of our software products under arrangements in which the end users do not take possession of the software. Revenues from hosting services are included in consulting revenues, billed monthly and recognized as the services are provided. Revenues from our hardware reseller business are also included in consulting revenues, reported net (i.e., the amount billed to a customer less the amount paid to the supplier) and recognized upon shipment of the hardware.
	Customers are reviewed for creditworthiness before we enter into a new arrangement that provides for software and/or a service element. We do not sell or ship our software, nor recognize any license revenue, unless we believe that collection is probable. Payments for our software licenses are typically due within twelve months from the date of delivery. Although infrequent, where software license agreements call for payment terms of twelve months or more from the date of delivery, revenue is recognized as payments become due and all other conditions for revenue recognition have been satisfied.
•	Accounts Receivable. Consistent with industry practice and to be competitive in the software marketplace, we typically provide payment terms on most software license sales. Software licenses are generally due within twelve months from the date of delivery. Customers are reviewed for creditworthiness before we enter into a new arrangement that provides for software and/or a service element. We do not sell or ship our software, nor recognize any revenue unless we believe that collection is probable. For those customers who are not credit worthy, we require prepayment of the software license fee or a letter of credit before we will ship our software. We have a history of collecting software payments when they come due without providing refunds or concessions. Consulting services are generally billed bi-weekly and maintenance services are billed annually or monthly. For those customers who are significantly delinquent or whose credit deteriorates, we typically put the account on hold and do not recognize any further services revenue, and may as appropriate withdraw support and/or our implementation staff until the situation has been resolved.
	We do not have significant billing or collection problems. We review each past due account and provide specific reserves based upon the information we gather from various sources including our customers, subsequent cash receipts, consulting services project teams, members of each region’s management, and credit rating services such as Dun and Bradstreet. Although infrequent and unpredictable, from time to time certain of our customers have filed bankruptcy, and we have been required to refund the pre-petition amounts collected and settle for less than the face value of their remaining receivable pursuant to a bankruptcy court order. In these situations, as soon as it becomes probable that the net realizable value of the receivable is impaired, we provide reserves on the receivable. In addition, we monitor economic conditions in the various

36

	geographic regions in which we operate to determine if general reserves or adjustments to our credit policy in a region are appropriate for deteriorating conditions that may impact the net realizable value of our receivables.
•	Business Combinations. All business combinations during the three years ended December 31, 2008 were accounted for using the purchase method of accounting. Under the purchase method of accounting, the purchase price of each acquired company was allocated to the acquired assets and liabilities based on their fair values. There was no in-process research and development (“IPR&D”) recorded on any of our business combinations during the three years ended December 31, 2008. IPR&D consists of products or technologies in the development stage for which technological feasibility has not been established and which we believe have no alternative use.
	Effective January 1, 2009, all future business combinations will be accounted for at fair value under the acquisition method of accounting. Under the acquisition method of accounting, (i) acquisition-related costs, except for those costs incurred to issue debt or equity securities, will be expensed in the period incurred; (ii) non-controlling interests will be valued at fair value at the acquisition date; (iii) IPR&D will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; (iv) restructuring costs associated with a business combination will be expensed subsequent to the acquisition date; and (v) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date will be recognized through income tax expense or directly in contributed capital, including any adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior January 1, 2009. There were no business combinations in the nine months ended September 30, 2009.
•	Goodwill and Intangible Assets. Our business combinations have typically resulted in goodwill and other intangible assets, which affect the amount of future period amortization expense and potential impairment charges we may incur. The determination of the value of such intangible assets and the annual impairment tests that we perform require management to make estimates of future revenues, customer retention rates and other assumptions that affect our consolidated financial statements.
	Goodwill is tested annually for impairment, or more frequently if events or changes in business circumstances indicate the asset might be impaired, by comparing a weighted average of the fair value of future cash flows under the “Discounted Cash Flow Method of the Income Approach” and the “Guideline Company Method” to the carrying value of the goodwill allocated to our reporting units. We found no indication of impairment of our goodwill balances during the nine months ended September 30, 2009 with respect to the goodwill allocated to our Retail, Manufacturing and Distribution and Services Industries reportable business segments and, absent future indicators of impairment, the next annual impairment test will be performed in fourth quarter 2009.
	Customer lists are amortized on a straight-line basis over estimated useful lives ranging from 8 years to 13 years. The values allocated to customer list intangibles are based on the projected economic life of each acquired customer base, using historical turnover rates and discussions with the management of the acquired companies. We estimate the economic lives of these assets using the historical life experiences of the acquired companies as well as our historical experience with similar customer accounts for products that we have developed internally. We review customer attrition rates for each significant acquired customer group on annual basis, or more frequently if events or circumstances change, to ensure the rate of attrition is not increasing and if revisions to the estimated economic lives are required.
	Acquired software technology is capitalized if the related software product under development has reached technological feasibility or if there are alternative future uses for the purchased software. Amortization of software technology is reported in the consolidated statements of income in cost of revenues under the caption “Amortization of acquired software technology.” Software technology is amortized on a product-by-product basis with the amortization recorded for each product being the greater of the amount computed using (a) the ratio that current gross revenues for a product bear to the total of current and anticipated future revenue for that product, or (b) the straight-line method over the remaining estimated economic life of the product including the period being reported on. The estimated economic lives of our acquired software technology range from 8 years to 15 years.
	Trademarks are being amortized on a straight-line basis over estimated remaining useful lives ranging from three and five years.
•	Product Development. The costs to develop new software products and enhancements to existing software products are expensed as incurred until technological feasibility has been established. We consider technological feasibility to have occurred when all planning, designing, coding and testing have been completed according to design specifications. Once

37

	technological feasibility is established, any additional costs would be capitalized. We believe our current process for developing software is essentially completed concurrent with the establishment of technological feasibility, and accordingly, no costs have been capitalized.
•	Income Taxes. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the consolidated balance sheets, as well as operating loss and tax credit carry-forwards. We follow specific and detailed guidelines regarding the recoverability of any tax assets recorded on the balance sheet and provide valuation allowances when recovery of deferred tax assets is not considered likely.
	We exercise significant judgment in determining our income tax provision due to transactions, credits and calculations where the ultimate tax determination is uncertain. Uncertainties arise as a consequence of the actual source of taxable income between domestic and foreign locations, the outcome of tax audits and the ultimate utilization of tax credits. Although we believe our estimates are reasonable, the final tax determination could differ from our recorded income tax provision and accruals. In such case, we would adjust the income tax provision in the period in which the facts that give rise to the revision become known. These adjustments could have a material impact on our income tax provision and our net income for that period.
	As of September 30, 2009 approximately $11 million of unrecognized tax benefits, substantially all of which relates to uncertain tax positions associated with the acquisition of Manugistics, would impact our effective tax rate if recognized. Recognition of these uncertain tax positions will be treated as a component of income tax expense rather than as a reduction of goodwill. During the nine months ended September 30, 2009, there were no significant changes in our unrecognized tax benefits. It is reasonably possible that approximately $800,000 of unrecognized tax benefits will be recognized within the next twelve months. As of December 31, 2008, we had approximately $5.5 million and $7.8 million of federal and state research and development tax credit carryforwards, respectively, that expire at various dates through 2028. We have placed a valuation allowance against the Arizona research and development credit as we do not expect to be able to utilize it prior to its expiration.
	We treat interest and penalties related to uncertain tax positions as a component of income tax expense. We have accrued interest and penalties related to uncertain tax positions of $354,000 and $323,000 in the nine months ended September 30, 2009, respectively. As of September 30, 2009 and December 31, 2008 there are approximately $3.1 million and $2.6 million, respectively of interest and penalties accruals related to uncertain tax positions that are reflected in the consolidated balance sheets under the caption “Liability for uncertain tax positions.” To the extent interest and penalties are not assessed with respect to the uncertain tax positions, the accrued amounts for interest and penalties will be reduced and reflected as a reduction of the overall tax provision.
•	Stock-Based Compensation. Our 2005 Performance Incentive Plan, as amended (“2005 Incentive Plan”) provides for the issuance of up to 3,847,000 shares of common stock to employees, consultants and directors under stock purchase rights, stock bonuses, restricted stock, restricted stock units, performance awards, performance units and deferred compensation awards. The 2005 Incentive Plan contains certain restrictions that limit the number of shares that may be issued and the amount of cash awarded under each type of award, including a limitation that awards granted in any given year can represent no more than two percent (2%) of the total number of shares of common stock outstanding as of the last day of the preceding fiscal year. Awards granted under the 2005 Incentive Plan are in such form as the Compensation Committee shall from time to time establish and the awards may or may not be subject to vesting conditions based on the satisfaction of service requirements or other conditions, restrictions or performance criteria including the Company’s achievement of annual operating goals. Restricted stock and restricted stock units may also be granted under the 2005 Incentive Plan as a component of an incentive package offered to new employees or to existing employees based on performance or in connection with a promotion, and will generally vest over a three-year period, commencing at the date of grant. We measure the fair value of awards under the 2005 Incentive Plan based on the market price of the underlying common stock as of the date of grant. The fair value of each award is amortized over its applicable vesting period using graded vesting and reflected in the consolidated statements of income under the captions “Cost of maintenance services,” “Cost of consulting services,” “Product development,” “Sales and marketing,” and “General and administrative.”
	Annual stock-based incentive programs have been approved for 2007, 2008 and 2009 (“Performance Programs”). The Performance Programs provide for contingently issuable performance share awards or restricted stock units under the 2005 Incentive Plan to executive officers and certain other members of our management team upon achievement of defined performance threshold goals. The defined performance threshold goal for each year has been an adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) targets, which excludes certain non-routine items. The awards vest 50%

38

	upon the date the Board approves the achievement of the annual performance threshold goal with the remaining 50% vesting ratably over the subsequent 24-month period. A summary of the annual Performance Programs is as follows:
	Equity Inducement Awards. During third quarter 2009, we announced the appointment of Pete Hathaway to the position of Executive Vice President and Chief Financial Officer and Jason Zintak to the newly-created position of Executive Vice President, Sales and Marketing. In order to induce Mr. Hathaway and Mr. Zintak to accept employment, the Compensation Committee granted certain equity awards outside of the terms of the 2005 Incentive Plan and pursuant to NASDAQ Marketplace Rule 5635(c)(4) (see Appointment of New Executive Officers under Significant Trends and Developments in Our Business).
	Stock Option Plans. We maintained various stock option plans through May 2005 (“Prior Plans”). The Prior Plans provided for the issuance of shares of common stock to employees, consultants and directors under incentive and non-statutory stock option grants. Stock option grants under the Prior Plans were made at a price not less than the fair market value of the common stock at the date of grant, generally vested over a three to four-year period commencing at the date of grant and expire in ten years. Stock options are no longer used for share-based compensation and no grants have been made under the Prior Plans since 2004. With the adoption of the 2005 Incentive Plan, we terminated all Prior Plans except for those provisions necessary to administer the outstanding options, all of which are fully vested. As of September 30, 2009, we had approximately 1.3 million vested stock options outstanding with exercise prices ranging from $10.33 to $27.50 per share.
	Employee Stock Purchase Plan. Our employee stock purchase plan (“2008 Purchase Plan”) has an initial reserve of 1,500,000 shares and provides eligible employees with the ability to defer up to 10% of their earnings for the purchase of our common stock on a semi-annual basis at 85% of the fair market value on the last day of each six-month offering period that begin on February 1st and August 1st of each year. The 2008 Purchase Plan is considered compensatory and, as a result, stock-based compensation will be recognized on the last day of each six-month offering period in an amount equal to the difference between the fair value of the stock on the date of purchase and the discounted purchase price. A total of 155,888 shares of common stock were purchased under the 2008 Purchase Plan in the nine months ended September 30, 2009 at prices ranging from $9.52 to $17.52. We have recognized $342,000 in share-based compensation expense in connection with these purchases, which is reflected in the consolidated statements of income under the captions “Cost of maintenance services,” “Cost of consulting services,” “Product development,” “Sales and marketing,” and “General and administrative.”
•	Derivative Instruments and Hedging Activities. We use derivative financial instruments, primarily forward exchange contracts, to manage a majority of the foreign currency exchange exposure associated with net short-term foreign currency denominated assets and liabilities that exist as part of our ongoing business operations that are denominated in a currency other than the functional currency of the subsidiary. The exposures relate primarily to the gain or loss recognized in earnings from the settlement of current foreign denominated assets and liabilities. We do not enter into derivative financial instruments for trading or speculative purposes. The forward exchange contracts generally have maturities of less than 90 days and are not designated as hedging instruments. Forward exchange contracts are marked-to-market at the end of each reporting period, using quoted prices for similar assets or liabilities in active markets, with gains and losses recognized in other income offset by the gains or losses resulting from the settlement of the underlying foreign currency denominated assets and liabilities.
	At September 30, 2009, we had forward exchange contracts with a notional value of $40.7 million and an associated net forward contract receivable of $577,000. At December 31, 2008, we had forward exchange contracts with a notional value of $33.5 million and an associated net forward contract liability of $14,000. These derivatives are not designated as hedging instruments. The forward contract receivables or liabilities are included in the condensed consolidated balance sheet under the captions, “Prepaid expenses and other current assets” or “Accrued expenses and other liabilities” as appropriate. The notional value represents the amount of foreign currencies to be purchased or sold at maturity and does not represent our exposure on these contracts. We recorded net foreign currency exchange contract gains of $609,000 and $78,000 in the nine months ended September 30, 2009 and 2008, respectively, which are included in the condensed consolidated statements of income under the caption “Interest Income and other, net.”

Item 3: Quantitative and Qualitative Disclosures about Market Risk

     We are exposed to certain market risks in the ordinary course of our business, the most significant of which has been changes in foreign currency exchange rates. In addition, we are exposed to risk if interest rates change, and our international operations are subject to risks related to differing economic conditions, changes in political climate, differing tax structures, and other regulations and restrictions.

39

     Foreign currency exchange rates. Our international operations expose us to foreign currency exchange rate changes that could impact translations of foreign currency denominated assets and liabilities into U.S. dollars and future earnings and cash flows from transactions denominated in different currencies. International revenues represented 40% of our total revenues in 2008 and 39% in the nine months ended September 30, 2009. In addition, the identifiable net assets of our foreign operations totaled 28% of consolidated net assets at both September 30, 2009 and December 31, 2008. Our exposure to currency exchange rate changes is diversified due to the number of different countries in which we conduct business. We operate outside the United States primarily through wholly-owned subsidiaries in Europe, Asia/Pacific, Canada and Latin America. We have determined that the functional currency of each of our foreign subsidiaries is the local currency and as such, foreign currency translation adjustments are recorded as a separate component of stockholders’ equity. Changes in the currency exchange rates of our foreign subsidiaries resulted in our reporting an unrealized foreign currency exchange gain of $5.6 million in the nine months ended September 30, 2009 and a $2.9 million foreign currency exchange loss in the nine months ended September 30, 2008.

     The foreign currency exchange gain in the nine months ended September 30, 2009 resulted primarily from the weakening of the U.S. Dollar, particularly against the British Pound and the Euro. Foreign currency gains and losses will continue to result from fluctuations in the value of the currencies in which we conduct operations as compared to the U.S. Dollar, and future operating results will be affected to some extent by gains and losses from foreign currency exposure. We prepared sensitivity analyses of our exposures from foreign net working capital as of September 30, 2009 to assess the impact of hypothetical changes in foreign currency rates. Based upon the results of these analyses, a 10% adverse change in all foreign currency rates from the September 30, 2009 rates would result in a currency translation loss of approximately $552,000 before tax.

     We use derivative financial instruments, primarily forward exchange contracts, to manage a majority of the foreign currency exchange exposure associated with net short-term foreign denominated assets and liabilities that exist as part of our ongoing business operations. The exposures relate primarily to the gain or loss recognized in earnings from the revaluation or settlement of current foreign denominated assets and liabilities. We do not enter into derivative financial instruments for trading or speculative purposes. The forward exchange contracts generally have maturities of less than 90 days, and are not designated as hedging instruments. Forward exchange contracts are marked-to-market at the end of each reporting period, using quoted prices for similar assets or liabilities in active markets, with gains and losses recognized in other income offset by the gains or losses resulting from the settlement of the underlying foreign denominated assets and liabilities.

     At September 30, 2009, we had forward exchange contracts with a notional value of $40.7 million and an associated net forward contract receivable of $577,000. At December 31, 2008, we had forward exchange contracts with a notional value of $33.5 million and an associated net forward contract liability of $14,000. These derivatives are not designated as hedging instruments. The forward contract receivables or liabilities are included in the condensed consolidated balance sheet under the captions, “Prepaid expenses and other current assets” or “Accrued expenses and other liabilities” as appropriate. The notional value represents the amount of foreign currencies to be purchased or sold at maturity and does not represent our exposure on these contracts. We prepared sensitivity analyses of the impact of changes in foreign currency exchange rates on our forward exchange contracts at September 30, 2009. Based on the results of these analyses, a 10% adverse change in all foreign currency rates from the September 30, 2009 rates would result in a net forward contract liability of $3.8 million that would increase the underlying currency transaction loss on our net foreign assets. We recorded net foreign currency exchange contract gains of $609,000 and $78,000 in the nine months ended September 30, 2009 and 2008, respectively, which are included in the condensed consolidated statements of income under the caption “Interest Income and other, net.”

     Interest rates. Excess cash balances as of September 30, 2009 and December 31, 2008 are included in our operating account. Cash balances in foreign currencies overseas are also operating balances and are invested in short-term deposits of the local operating bank. Interest income earned on investments is reflected in our financial statements under the caption “Interest income and other, net.”

Item 4: Controls and Procedures

     Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of our disclosure controls and procedures that were in effect at the end of the period covered by this report. The phrase “disclosure controls and procedures” is defined under Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Act”) and refers to those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (the “Commission”) rules and forms. Disclosure controls and procedures include, without limitation, controls and

40

procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our principal executive officer and principal financial and accounting officer have concluded that our disclosure controls and procedures that were in effect on September 30, 2009 were effective to ensure that information required to be disclosed in our reports to be filed under the Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding disclosures and is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

     Changes in Internal Control Over Financial Reporting. The term “internal control over financial reporting” is defined under Rule 13a-15(f) of the Act and refers to the process of a company that is designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

     There were no changes in our internal controls over financial reporting during the three months ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     We are involved in legal proceedings and claims arising in the ordinary course of business. Although there can be no assurance, management does not currently believe the disposition of these matters will have a material adverse effect on our business, financial position, results of operations or cash flows.

Item 1A. Risk Factors

     We operate in a dynamic and rapidly changing environment that involves numerous risks and uncertainties. The following section describes material risks and uncertainties that we believe may adversely affect our business, financial condition, results of operations or the market price of our stock. This section should be read in conjunction with the unaudited Consolidated Financial Statements and Notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations as of September 30, 2009 and for the three and nine months then ended contained elsewhere in this Form 10-Q.

Risks Related To Our Business

We may misjudge when software sales will be realized

     Software license revenues in any quarter depend substantially upon contracts signed and the related shipment of software in that quarter. Because of the timing of our sales, we typically recognize the substantial majority of our software license revenues in the last weeks or days of the quarter. In addition, it is difficult to forecast the timing of large individual software license sales with a high degree of certainty due to the extended length of the sales cycle and the generally more complex contractual terms that may be associated with such licenses that could result in the deferral of some or all of the revenue to future periods. Our customers and potential customers, especially for large individual software license sales, are increasingly requiring that their senior executives, board of directors and significant equity investors approve such purchases without the benefit of the direct input from our sales representatives. As a result, we may have less visibility into the progression of the selection and approval process throughout our sales cycles, which in turn makes it more difficult to predict the quarter in which individual sales will occur, especially in large sales opportunities. We are also at risk of having pending transactions abruptly terminated if the Boards or executive management of our customers decide to withdraw funding from IT projects as a result of a deep or prolonged global economic downturn and credit crisis. If this type of behavior becomes commonplace among existing or potential customers then we may face a significant reduction in new

41

software sales. We believe that an increasing number of our prospects may indicate to us that they can sign agreements prior to the end of our quarter, when in fact their approval process precludes them from being able to complete the transaction until after the end of our quarter. In addition, because of the current economic downturn, we may need to increase our use of alternate licensing models that reduce the amount of software revenue we recognize upon shipment of our software. These circumstances add to the difficulty of accurately forecasting the timing of deals. We expect to experience continued difficulty in accurately forecasting the timing of deals. If we receive any significant cancellation or deferral of customer orders, or if we are unable to conclude license negotiations by the end of a fiscal quarter, our quarterly operating results will be lower than anticipated.

Economic, political and market conditions can adversely affect our revenue results and profitability

     Our revenue and profitability depend on the overall demand for our software and related services. Historically, events such as terrorist attacks, natural catastrophes and contagious diseases have created uncertainties in our markets and caused disruptions in our sales cycles. A regional and/or global change in the economy or financial markets, such as the current severe global economic downturn, could result in delay or cancellation of customer purchases. A downturn in the economy, such as the current global recession, may cause an increase in customer bankruptcy reorganizations, liquidations and consolidations, which may negatively impact our accounts receivables and expected future revenues from such customers. Current adverse conditions in credit markets, reductions in consumer confidence and spending and the fluctuating commodities and/or fuel costs are examples of changes that have delayed or terminated certain customer purchases. These adverse conditions have delayed or terminated certain of our customer deals. A further worsening or broadening, or protracted extension of these conditions would have a significant negative impact on our operating results. In addition to the potential negative impact of the economic downturn on our software sales, customers are increasingly seeking to reduce their maintenance fees or to avoid price increases. This has resulted in elevated levels of maintenance attrition in recent periods. A prolonged economic downturn may further increase our attrition rates, particularly if many of our larger maintenance customers cease operations. Because maintenance is our largest source of revenue, increases in our attrition rates can have a significant adverse impact on our operating results. Weak and uncertain economic conditions could also impair our customers’ ability to pay for our products or services. Any of these factors could adversely impact our quarterly or annual operating results and our financial condition.

We may not receive significant revenues from our current research and development efforts

     Developing and localizing software is expensive and the investment in product development often involves a long payback cycle. We have and expect to continue making significant investments in software research and development and related product opportunities. Accelerated product introductions and short product life cycles require high levels of expenditures for research and development that could adversely affect our operating results if not offset by corresponding revenue increases. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. However, it is difficult to estimate when, if ever, we will receive significant revenues from these investments.

We may face liability if our products are defective or if we make errors implementing our products

     Our software products are highly complex and sophisticated. As a result, they could contain design defects, software errors or security problems that are difficult to detect and correct. In addition, implementation of our products may involve customer-specific configuration by third parties or us, and may involve integration with systems developed by third parties. In particular, it is common for complex software programs such as ours to contain undetected errors, particularly in early versions of our products. Errors are discovered only after the product has been implemented and used over time with different computer systems and in a variety of applications and environments. Despite extensive testing, we have in the past discovered certain defects or errors in our products or custom configurations only after our software products have been used by many clients. In addition, our clients may occasionally experience difficulties integrating our products with other hardware or software in their particular environment that are unrelated to defects in our products. Such defects, errors or difficulties may cause future delays in product introductions, result in increased costs and diversion of development resources, require design modifications or impair customer satisfaction with our products.

     We believe that significant investments in research and development are required to remain competitive, and that speed to market is critical to our success. Our future performance will depend in large part on our ability to enhance our existing products through internal development and strategic partnering, internally develop new products which leverage both our existing customers and sales force, and strategically acquire complementary solutions that add functionality for specific business processes to an enterprise-wide system. If clients experience significant problems with implementation of our products or are otherwise dissatisfied with their functionality or performance, or if they fail to achieve market acceptance for any reason, our market reputation could suffer, and we could be subject to claims for significant damages. There can be no assurances that the contractual provisions in our customer agreements that limit our liability and exclude consequential damages will be enforced. Any such damages claim could impair our market reputation and could have a material adverse affect on our business, operating results and financial condition.

42

We may have difficulty implementing our solutions

     Our software products are complex and perform or directly affect mission-critical functions across many different functional and geographic areas of the enterprise. Consequently, implementation of our software products can be a lengthy process, and commitment of resources by our clients is subject to a number of significant risks over which we have little or no control. The implementation time for certain of our applications can be longer and more complicated than our other applications as they typically (i) involve more significant integration efforts in order to complete implementation, (ii) require the execution of implementation procedures in multiple layers of software, (iii) offer a customer more deployment options and other configuration choices, (iv) require more training and (v) may involve third party integrators to change business processes concurrent with the implementation of the software. Delays in the implementations of any of our software products, whether by our business partners or us, may result in client dissatisfaction, disputes with our customers, or damage to our reputation.

     In addition, a portion of our consulting services revenues are derived under fixed price arrangements that require us to provide identified deliverables for a fixed fee. During the nine months ended September 30, 2009, approximately 18% of our consulting services revenues were derived under fixed price arrangements compared to 16% in the nine months ended September 30, 2008. If we are unable to meet our contractual obligations under fixed price contracts within our estimated cost structure, our operating results could suffer.

We may have difficulty developing our new Managed Services offering

     We have limited experience operating our applications for our customers, either on a hosted or remote basis. Although we have hired management personnel with significant expertise in operating a managed services business, we may encounter difficulties developing our Managed Services into a mature services offering, or the rate of adoption by our customers may be slower than anticipated.

We may not be able to protect our intellectual property

     We rely on a combination of copyright, trade secrets, patents, trademarks, confidentiality procedures, contractual restrictions and patents to protect our proprietary technology. Despite our efforts, these measures only provide limited protection. Unauthorized third parties may try to copy or reverse engineer portions of our products, circumvent our security devices or otherwise obtain and use our intellectual property. In addition, the laws of some countries do not provide the same level of protection of our proprietary rights as do the laws of the United States or are not adequately enforced in a timely manner. If we cannot protect our proprietary technology against unauthorized copying or use, we may not remain competitive.

Third parties may claim we infringe their intellectual property rights

     We periodically receive notices or claims from others that we are infringing upon their intellectual property rights, especially patent rights. We expect the number of such claims will increase as the functionality of products overlap and the volume of issued software patents continues to increase. Responding to any infringement claim, regardless of its validity, could:

• be time-consuming, costly and/or result in litigation;

• divert management’s time and attention from developing our business;

• require us to pay monetary damages or involve settlement payments, either of which could be significant;

• require us to enter into royalty and licensing agreements that we would not normally find acceptable;

• require us to stop selling or to redesign certain of our products; or

• require us to satisfy indemnification obligations to our customers.

     If a successful claim is made against us and we fail to develop or license a substitute technology, our business, results of operations, financial condition or cash flows could be adversely affected.

If we lose access to critical third-party software or technology, our costs could increase and the introduction of new products and product enhancements could be delayed, potentially hurting our competitive position

     We license and integrate technology from third parties in certain of our software products. Examples of third party software embedded in our products include the following: the WebLogic application from BEA Systems, Inc. (acquired by Oracle) or the IBM Websphere applications for use in most of the JDA Enterprise Architecture platform solutions; the Data Integrator application from

43

Business Object S.A (acquired by SAP), which is used in certain of the products acquired from Manugistics, Cognos (acquired by IBM) for use in JDA Reporting and JDA Analytics; iLog CPlex (acquired by IBM) for use in certain of our Transportation and Network Optimization applications; the Uniface client/server application development technology from Compuware, Inc. for use in Portfolio Merchandise Management; certain applications from Silvon Software, Inc. for use in Merchandise Performance Analysis and Java technologies which are owned by Sun Microsystems but are currently subject to a proposed acquisition by Oracle. Our third party licenses generally require us to pay royalties and fulfill confidentiality obligations. We also resell Oracle database licenses. If we are unable to continue to license any of this third party software, or if the third party licensors do not adequately maintain or update their products, we would face delays in the releases of our software until equivalent technology can be identified, licensed or developed, and integrated into our software products. These delays, if they occur, could harm our business, operating results and financial condition. It is also possible that intellectual property acquired from third parties through acquisitions, mergers, licenses, or otherwise obtained may not have been adequately protected, or infringes another parties intellectual property rights.

We may face difficulties in our highly competitive markets

     The supply chain software market continues to consolidate and this has resulted in larger, new competitors with significantly greater financial, marketing resources and more numerous technical resources than we possess. This could create a significant competitive advantage for our competitors and negatively impact our business. It is difficult to estimate what long term effect these acquisitions will have on our competitive environment. We have encountered competitive situations with certain enterprise software vendors where, in order to encourage customers to purchase licenses of their specific applications and gain market share, we suspect they have also offered to license at no charge certain of its retail and/or supply chain software applications that compete with our solutions. If large competitors such as Oracle, SAP AG and other large private companies are willing to license their retail, supply chain and/or other applications at no charge, it may result in a more difficult competitive environment for our products. We cannot guarantee that we will be able to compete successfully for customers or acquisition targets against our current or future competitors, or that competition will not have a material adverse effect on our business, operating results and financial condition.

     We encounter competitive products from a different set of vendors in many of our primary product categories. We believe that while our markets are subject to intense competition, the number of competitors in many of our application markets has decreased over the past five years. We believe the principal competitive factors in our markets are feature and functionality, the depth of planning and optimization provided, available deployment models, the reputation of our products, the performance and scalability of our products, the quality of our customer base, our ability to implement, our retail and supply chain industry expertise, our lower total cost of ownership, technology platform and quality of customer support across multiple regions for global customers.

     The competitive markets in which we compete could put pressure on us to reduce our prices. If our competitors offer deep discounts on certain products, we may need to lower prices or offer other favorable terms in order to compete successfully. Any such changes would likely reduce margins and would adversely affect our operating results. Our software license updates and product support fees are generally priced as a percentage of our new license fees. Our competitors may offer a lower percentage pricing on product updates and support, which could put pressure on us to further discount our new license prices. Any broadly-based changes to our prices and pricing policies could cause new software license and services revenues to decline or be delayed as our sales force implements and our customers adjust to the new pricing policies.

     We have increased our off-shore resources through our CoE, however, our consulting services business model is currently largely based on relatively high cost on-shore resources and, although it has begun to increase, utilization of CoE consulting services resources has been lower than planned. We believe the primary reason for this lower than expected utilization may be due to slower internal adoption of our planned mix of on-shore/off-shore services. Further, we are continuously faced with competition from low cost off-shore service providers and smaller boutique consulting firms. This competition is expected to continue and our on-shore hourly rates are much higher than those offered by these competitors. As these competitors gain more experience with our products, the quality gap between our service offerings and theirs may diminish, resulting in decreased revenues and profits from our consulting practice. In addition, we face increased competition for services work from ex-employees of JDA who offer services directly or through lower cost boutique consulting firms. These competitive service providers have taken business from JDA and while some are still relatively small compared to our consulting services business, if they grow successfully, it will be largely at our expense. We continue to attempt to improve our competitive position by further developing and increasing the utilization of our own offshore consulting services group at our CoE; however, we cannot guarantee these efforts will be successful or enhance our ability to compete.

44

There are many risks associated with international operations

  International revenues represented 40% of our total revenues in 2008 and 39% in the nine months ended September 30, 2009. Our international business operations are subject to risks associated with international activities, including:

• Currency fluctuations, which could significantly increase with our continuing expansion of the CoE in India;

• Higher operating costs due to local laws or regulations;

• Lower consulting margins;

• Competing against low-cost service providers;

• Unexpected changes in employment and other regulatory requirements;

• Tariffs and other trade barriers;

• Costs and risks of localizing products for foreign countries;

• Longer accounts receivable payment cycles in certain countries;

• Potentially negative tax consequences;

• Difficulties in staffing and managing geographically disparate operations;

• Greater difficulty in safeguarding intellectual property, licensing and other trade restrictions;

• Ability to negotiate and have enforced favorable contract provisions;

• Repatriation of earnings;

• The burdens of complying with a wide variety of foreign laws;

• Anti-American sentiment due to military conflicts and other American policies that may be unpopular in certain regions;

• The challenges of finding qualified management for our international operations;

• General economic conditions in international markets; and

• Developing and deploying the skills required to service our broad set of product offerings across the markets we serve.

     We expect that an increasing portion of our international software license, consulting services and maintenance services revenues will be denominated in foreign currencies, subjecting us to fluctuations in foreign currency exchange rates. If we expand our international operations, exposures to gains and losses on foreign currency transactions may increase. We use derivative financial instruments, primarily forward exchange contracts, to manage a majority of the foreign currency exchange exposure associated with net short-term foreign denominated assets and liabilities which exist as part of our ongoing business operations, but we do not hedge ongoing or anticipated revenues, costs and expenses, including the additional costs we expect to incur with the expansion of the CoE in India. We cannot guarantee that any currency exchange strategy would be successful in avoiding exchange-related losses.

We may experience expansion delays or difficulties with our CoE in India

     We are continuing the expansion of our CoE in Hyderabad, India. In order to take advantage of cost efficiencies associated with India’s lower wage scale, we expanded the CoE during 2008 beyond a research and development center to include consulting services, customer support and information technology resources. We believe that a properly functioning CoE will be important in achieving desired long-term operating results. Although we have not yet fully utilized certain of the service capabilities of the CoE, we believe significant progress has been made in the nine months ended September 30, 2009. We are satisfied with the progress of our product development, information technology and other administrative support functions at the CoE. We are also beginning to gain leverage from the CoE in our consulting services business, and we expect the overall share of consulting services work performed by the CoE will continue to increase. We also believe there are additional opportunities to further leverage the CoE in our customer support organization. If we encounter any delays in our efforts to increase the utilization of our services resources at the CoE it may have an overall effect of reducing our consulting services margins and negatively impacting our operating results. Additional risks associated with our CoE strategy include, but are not limited to:

• Unexpected increases in labor costs in India;

• Terrorist activities in the region;

• Inability to hire or retain sufficient personnel with the necessary skill sets to meet our needs;

• Economic, security and political conditions in India;

• Inadequate facilities or communications infrastructure; and

• Local law or regulatory issues.

We are dependent on key personnel

     While the rate of retention of our associates is high compared to industry averages, our operations are dependent upon our ability to attract and retain highly skilled associates and the loss of certain key individuals to any of our competitors could adversely

45

impact our business. In addition, our performance depends in large part on the continued performance of our executive officers and other key employees, particularly the performance and services of James D. Armstrong our Chairman and Hamish N. J. Brewer our Chief Executive Officer. We do not have in place “key person” life insurance policies on any of our employees. The loss of the services of Mr. Armstrong, Mr. Brewer, or other key executive officers or employees without a successor in place, or any difficulties associated with a successor, could negatively affect our financial performance.

We may have difficulty integrating acquisitions

     We continually evaluate potential acquisitions of complementary businesses, products and technologies, including those that are significant in size and scope. In pursuit of our strategy to acquire complementary products, we have completed ten acquisitions over the past eleven years, the most recent being Manugistics Group, Inc. in July 2006. The risks we commonly encounter in acquisitions include:

• If we incur significant debt to finance an acquisition and our combined business does not perform as expected, we may have difficulty complying with debt covenants;

• If we use our stock to make an acquisition, it will dilute existing shareholders;

• We may have difficulty assimilating the operations and personnel of the acquired company;

• The challenge to integrate new products and technologies into our sales and marketing process;

• We may have difficulty effectively integrating the acquired technologies or products with our current products and technologies, particularly where such products reside on different technology platforms, or overlap with our products;

• Our ongoing business may be disrupted by transition and integration issues;

• The costs and complexity of integrating the internal IT infrastructure may be greater than expected and require capital investments;

• We may not be able to retain key technical and managerial personnel from the acquired business;

• We may be unable to achieve the financial and strategic goals for the acquired and combined businesses;

• We may have difficulty in maintaining controls, procedures and policies during the transition and integration;

• Our relationships with partner companies or third-party providers of technology or products could be adversely affected;

• Our relationships with employees and customers could be impaired;

• Our due diligence process may fail to identify significant issues with product quality, product architecture, legal or tax contingencies, customer obligations and product development, among other things;

• As successor we may be subject to certain liabilities of our acquisition targets;

• We and the target company may be subject to litigation challenging the adequacy of the acquisition consideration, which may cause additional transaction delays and costs; and

• We may be required to sustain significant exit or impairment charges if products acquired in business combinations are unsuccessful.

We may have difficulty completing acquisitions due to adverse conditions in the credit markets

     Until the credit markets fully stabilize and approach and maintain historically normal conditions, it may be difficult for us to make acquisitions using debt. If we are unable to close financing necessary to complete an acquisition, we may incur significant termination fees and expenses similar or greater than those that occurred in our failed acquisition of i2 Technologies, Inc. in fourth quarter 2008 when we paid a $20 million termination fee and incurred approximately $10 million in expenses. If we are unable to use debt to make acquisitions, our ability to achieve significant growth may be adversely impacted.

Government contracts are subject to unique costs, terms, regulations, claims and penalties

     As a result of the Manugistics acquisition, we acquired a number of contracts with the government. Government contracts entail many unique risks, including, but not limited to, the following: (i) early termination of contracts by the government; (ii) costly and complex competitive bidding process; (iii) required extensive use of subcontractors, whose work may be deficient or not performed in a timely manner; (iv) significant penalties associated with employee misconduct in the highly regulated government marketplace; (v) changes or delays in government funding that could negatively impact contracts; and (vi) onerous contractual provisions unique to the government such as “most favored customer” provisions.

46

Risks Related To Our Industry

It may be difficult to identify, adopt and develop product architecture that is compatible with emerging industry standards

     The markets for our software products are characterized by rapid technological change, evolving industry standards, changes in customer requirements and frequent new product introductions and enhancements. We continuously evaluate new technologies and when appropriate implement into our products advanced technology such as our current JDA Enterprise Architecture platform effort. However, if we fail in our product development efforts to accurately address in a timely manner, evolving industry standards, new technology advancements or important third-party interfaces or product architectures, sales of our products and services may suffer.

     Our software products can be licensed with a variety of popular industry standard platforms and are authored in various development environments using different programming languages and underlying databases and architectures. There may be future or existing platforms that achieve popularity in the marketplace that may not be compatible with our software product design. Developing and maintaining consistent software product performance across various technology platforms could place a significant strain on our resources and software product release schedules, which could adversely affect our results of operations.

We may be impacted by shifts in the consumer products supply chain

     We are dependent upon and derive most of our revenue from the consumer products supply chain vertical. If a shift in spending occurs in this vertical market that results in decreased demand for the types of solutions we sell, it would be difficult to adjust our strategies and solution offerings because of our dependence on this market. If the consumer products supply chain vertical experiences a decline in business, it could have a significant adverse impact on our business prospects, particularly if it is a prolonged decline. The current economic downturn has caused declines in certain areas of the consumer products supply chain. Although to date the negative effects of such declines on our business have largely been offset by customers purchasing our products to drive efficiencies in their supply chain, if economic conditions resume their earlier deterioration or the failure rates of customers in our target markets increase, we may experience an overall decline in sales that would adversely impact our business.

Risks Related To Our Stock

Our quarterly operating results may fluctuate significantly, which could adversely affect the price of our stock

     Historically, the Company has provided annual guidance for software revenues, total revenues and GAAP earnings per share. The reason for doing this has always been that our business does not typically operate on a 90-day sales cycle, and if the period of time covered by a projection is shortened (i.e., quarterly vs. annual), we believe it increases the risk of error, particularly with respect to the estimated timing of software deals. However, in light of the global recession, we believed it was better at the outset of 2009 to give quarterly rather than annual guidance and assume the inherent risk of error, rather than speculate about the economy and how it might change over the course of the year. As a result, we limited our guidance for first and second quarter 2009 to quarterly software revenues and total revenues, using fairly wide ranges in an attempt to mitigate the risks associated with the shortened forecast window. Based on our results for first half 2009, we lengthened our forecast window and provided guidance for second half 2009 rather than quarterly guidance for third quarter 2009 or fourth quarter 2009. Our actual quarterly operating results have varied in the past and are expected to continue to vary in the future. Fluctuating quarterly results can affect our annual guidance. If our quarterly or annual operating results, particularly our software revenues, fail to meet management’s or analysts’ expectations, the price of our stock could decline. Many factors may cause these fluctuations, including:

• The difficulty of predicting demand for our software products and services, including the size and timing of individual contracts and our ability to recognize revenue with respect to contracts signed in a given quarter, particularly with respect to our larger customers;

• Changes in the length and complexity of our sales cycle, including changes in the contract approval process at our customers and potential customers that now require a formal proposal process, a longer decision making period and additional layers of customer approval, often including authorization of the transaction by senior executives, boards of directors and significant equity investors;

• Competitive pricing pressures and competitive success or failure on significant transactions;

• Customer order deferrals resulting from the anticipation of new products, economic uncertainty, disappointing operating results by the customer, management changes, corporate reorganizations or otherwise;

• The timing of new software product and technology introductions and enhancements to our software products or those of our competitors, and market acceptance of our new software products and technology;

• Lack of desired features and functionality in our individual products or our suite of products;

• Changes in the number, size or timing of new and renewal maintenance contracts or cancellations;

• Unplanned changes in our operating expenses;

47

• Changes in the mix of domestic and international revenues, or expansion or contraction of international operations;

• Our ability to complete fixed price consulting contracts within budget;

• Foreign currency exchange rate fluctuations;

• Lower-than-anticipated utilization in our consulting services group as a result of increased competition, reduced levels of software sales, reduced implementation times for our products, changes in the mix of demand for our software products, mergers and consolidations within our customer base, or other reasons; and

• Our limited ability to reduce costs in the short term to compensate for any unanticipated shortfall in product or services revenue.

     Charges to earnings resulting from past or future acquisitions or internal reorganizations may also adversely affect our operating results. Under purchase accounting, we allocate the total purchase price to an acquired company’s net tangible assets, amortizable intangible assets and in-process research and development based on their fair values as of the date of the acquisition and record the excess of the purchase price over those fair values as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain. As a result, any of the following or other factors could result in material charges that would adversely affect our results:

• Loss on impairment of goodwill and/or other intangible assets due to economic conditions or an extended decline in the market price of our stock below book value;

• Changes in the useful lives or the amortization of identifiable intangible assets;

• Accrual of newly identified pre-merger contingent liabilities, in which case the related charges could be required to be included in earnings in the period in which the accrual is determined to the extent it is identified subsequent to the finalization of the purchase price allocation;

• Charges to income to eliminate certain JDA pre-merger activities that duplicate those of the acquired company or to reduce our cost structure; and

• Changes in deferred tax assets and valuation allowances.

     In addition, fluctuations in the price of our common stock may expose us to the risk of securities class action lawsuits. Defending against such lawsuits could result in substantial costs and divert management’s attention and resources. Furthermore, any settlement or adverse determination of these lawsuits could subject us to significant liabilities.

Anti-takeover provisions in our organizational documents and Delaware law could prevent or delay a change in control

     Our certificate of incorporation, which authorizes the issuance of “blank check preferred” stock and Delaware state corporate laws which restrict business combinations between a corporation and 15% or more owners of outstanding voting stock of the corporation for a three-year period, individually or in combination, may discourage, delay or prevent a merger or acquisition that a JDA stockholder may consider favorable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities:

The following table summarizes our purchases of our own equity securities during the three months ended September 30, 2009:

							Approximate Dollar
					Total Number of		Value of Shares
					Shares Purchased		That May Yet Be
					as Part of Publicly		Purchased Under
	Total Number of		Average Price		Announced Plans		the Plans or
Period (1)	Shares Purchased		Paid per Share		or Programs		Programs
July 1-31, 2009		—	$	—		—	$	27,126,842
August 1-31, 2009		—	$	—		—	$	27,126,842
September 1-30, 2009		—	$	—		—	$	27,126,842
Total		—	$	—		—

(1) On March 5, 2009, the Board adopted a program to repurchase up to $30 million of our common stock in the open market or in private transactions at prevailing market prices during the 12-month period ending March 10, 2010.

48

     As part of the Purchase Agreement with Thoma Bravo pursuant to which we repurchased all of the outstanding shares of our Series B preferred stock held by Thoma Bravo for $28.1 million in cash, we also repurchased 100,000 shares of our common stock held by Thoma Bravo for $2.0 million, or $20 per share. See Note 8 to the unaudited condensed consolidated financial statements for further information.

Item 3. Defaults Upon Senior Securities – Not applicable

Item 4. Submission of Matters to a Vote of Security Holders – Not applicable

Item 5. Other Information – Not applicable

Item 6. Exhibits – See Exhibits Index

49

JDA SOFTWARE GROUP, INC.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	JDA SOFTWARE GROUP, INC.
Dated: November 3, 2009	By:	/s/ Hamish N. Brewer
	Hamish N. Brewer
	President and Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Peter S. Hathaway
	Peter S. Hathaway
	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

50

EXHIBIT INDEX

Exhibit #			Description of Document
	3.1***	—	Third Restated Certificate of Incorporation of the Company together with Certificate of Amendment dated July 23, 2002.
	3.2**	—	First Amended and Restated Bylaws of JDA Software Group, Inc.
	3.3****	—	Certificate of Designation of rights, preferences, privileges and restrictions of Series B Convertible Preferred Stock of JDA Software Group, Inc filed with the Secretary of State of the State of Delaware on July 5, 2006.
	3.4*****	—	Certificate of Correction filed to correct a certain error in the Certificate of Designation of rights, preferences, privileges and restrictions of Series B Convertible Preferred Stock of JDA Software Group, Inc. filed with the Secretary of State of the State of Delaware on July 5, 2006.
	10.1 (1)(2)	—	Executive Employment Agreement between Pete Hathaway and JDA Software Group, Inc. dated July 20, 2009.
	10.2 (1)(2)	—	Executive Employment Agreement between Jason B. Zintak and JDA Software Group, Inc. dated August 18, 2009.
	10.3******	—	Stock Purchase Agreement between JDA Software Group, Inc. and Thoma Bravo Inc. dated September 8, 2009.
	10.4	—	Separation Agreement between JDA Software Group, Inc. and Kristen L. Magnuson dated April 6, 2009.
	10.5	—	Separation Agreement between JDA Software Group, Inc. and Christopher J. Koziol dated August 3, 2009.
	4.1*	—	Specimen Common Stock Certificate of JDA Software Group, Inc.
	31.1	—	Rule 13a-14(a) Certification of Chief Executive Officer.
	31.2	—	Rule 13a-14(a) Certification of Chief Financial Officer.
	32.1	—	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Management contracts or compensatory plans or arrangements covering executive officers or directors of the Company.
(2)	Certain confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934.
*	Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-748), declared effective on March 14, 1996.
**	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998, as filed on August 14, 1998.
***	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002, as filed on November 12, 2002.
****	Incorporated by reference to the Company’s Current Report on Form 8-K dated July 5, 2006, as filed on July 7, 2006.
*****	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006, as filed on November 9, 2006.
******	Incorporated by reference to the Company’s Current Report on Form 8-K dated and filed on September 9, 2009.

51

EX-10.1

Exhibit 10.1

Certain confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***]. This exhibit (containing the non-public information) has been filed separately with the Secretary of the Securities and Exchange Commission without redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934.

EXECUTIVE EMPLOYMENT AGREEMENT

     This Executive Employment Agreement (“Agreement”) is made effective as of July 20, 2009 (“Effective Date”), by and between JDA Software Group, Inc., a Delaware corporation (“Company”) and Pete Hathaway (“Executive”) (either party individually, a “Party”; collectively, the “Parties”).

     WHEREAS, Company desires to retain the services of Executive as Executive Vice President and Chief Financial Officer;

     WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions of Executive’s employment by Company and to address certain matters related to Executive’s employment with Company;

     NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the Parties hereto agree as follows:

     1. Employment. Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.

     2. Duties.

          2.1 Position. Executive is employed as Executive Vice President and Chief Financial Officer and shall report to and have the duties and responsibilities assigned by Company’s Chief Executive Officer (“CEO”) as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Company 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 with the position of Executive Vice President and Chief Financial Officer or are otherwise agreed upon with Executive.

          2.2 Standard of Conduct/Full-time. During the term of this Agreement, Executive will act loyally and in good faith to discharge the duties of Executive Vice President and Chief Financial Officer, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act solely on behalf of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company, unless Executive notifies the CEO in advance of Executive’s intent to engage in other paid work and receives the CEO’s express written consent to do so. Notwithstanding the foregoing, the Company hereby consents to Executive serving as a member of the board of directors of one (1) company which is not a Restricted Business (as defined in Section 9.2) any time after 12 months following the Effective Date.

          2.3 Work Location. Executive’s principal place of work shall be located in Scottsdale, Arizona or such other location as the parties may agree upon from time to time.

     3. At-Will Employment. Executive’s employment with the Company is at-will and not for any specified period and may be terminated at any time, with or without cause (as defined below), by either Executive or the Company subject to the provisions regarding termination set forth below in Section 7. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and the Company, and must be approved by the Company’s CEO and the Company’s Board of Directors. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship.

     4. Compensation.

          4.1 Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a salary of $350,000 per year, payable in equal monthly installments and in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions.

          4.2 Equity. As an inducement to join the Company, Executive will receive the following equity awards (the “Inducement Awards”): (a) an award of 50,000 restricted stock units subject to the terms and conditions set forth in the Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement attached hereto as Exhibit A-1, (b) an award of 50,000 restricted stock units subject to the terms and conditions set forth in the Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement attached hereto as Exhibit A-2, and (c) an award of 25,000 performance shares subject to the terms and conditions set forth in the Notice of Grant of Performance Shares and 2009 Performance Share Agreement attached hereto as Exhibit A-3. Unless otherwise requested by Executive reasonably in advance of the date on which any tax withholding obligation arises, the Company will satisfy its tax withholding obligation with respect to the Inducement Awards as set forth in the applicable agreements attached in such exhibits. Subject to approval by Company’s Board of Directors (the “Board”), Company may from time to time grant to Executive various forms of equity awards of Company’s common stock (the “Equity Awards”); provided, however, that for the Company’s 2010 fiscal year, Executive shall be guaranteed a target award of 50,000 performance shares pursuant to the Company’s annual performance share program. The Equity Awards will be subject to the terms and conditions of Company’s 2005 Performance Incentive Plan, or any other subsequent employee equity plan approved in the future by the Board and, if applicable, the Company’s shareholders, as designated by the Board (the “Plan”). The Inducement Awards and the Equity Awards will be subject to the terms and conditions contained in the applicable forms of award agreement adopted by the Board and certain vesting acceleration provisions described in this Agreement.

          4.3 Incentive Compensation. In addition, Executive will also be eligible to receive incentive compensation subject to the terms and conditions contained in the Executive Bonus Plan, which is approved by the Board and is subject to amendment from time to time by the Board in its sole and absolute discretion (a “Bonus”). For 2009, the Company will guarantee that Executive will receive a minimum Bonus equal to $87,500 (which is 50% of the portion of Executive’s annual target bonus rate of $350,000 applicable to the second half of the 2009 fiscal year). For subsequent fiscal years, Executive will have a minimum annual target Bonus of $350,000. Unless otherwise provided herein, the payment of any Bonus pursuant to this Section 4.3 shall be made in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions.

          4.4 Performance and Salary Review. The Board will periodically review Executive’s performance on no less than an annual basis. Adjustments to salary or other compensation, if any, will be made by the Board in its sole and absolute discretion.

     5. Customary Fringe Benefits and Facilities. Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company’s benefit plan documents. Notwithstanding the Company’s policies, Executive will receive four (4) weeks of paid vacation annually. Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive; provided, however, that during the period of employment under this Agreement, Executive and his spouse and eligible dependents shall be

-2-

entitled to receive all benefits of employment generally available to other senior executives of the Company and those benefits for which key executives are or shall become eligible, when and as Executive becomes eligible therefore, including, without limitation, group health, life and disability insurance benefits and participation in Company’s 401 (k) plan.

     6. Business Expenses. Executive will be reimbursed for all reasonable, out-of pocket business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies. Any reimbursement Executive is entitled to receive shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and (c) not be subject to liquidation or exchange for another benefit.

     7. Termination of Executive’s Employment.

          7.1 Termination for Cause or Disability by Company; Death. Company may terminate Executive’s employment immediately at any time for Cause or following Executive’s Disability (as defined below). Executive’s employment shall terminate automatically upon Executive’s death. For purposes of this Agreement, “Cause” is defined as: (a) theft, material dishonesty in connection with Executive’s employment, or intentional falsification of any employment or Company records; improper disclosure of Company’s confidential or proprietary information; (b) Executive’s conviction (including any plea of guilty or nolo contendere) for any criminal act that materially impairs his ability to perform his duties for Company; (c) willful misconduct or breach of fiduciary duty for personal profit by Executive, (d) Executive’s material failure to abide by the Company’s code of conduct or code of ethics policies resulting in demonstrable injury to the Company or its reputation, or (e) a material breach of this Agreement by Executive which is not cured within thirty (30) days of receipt by Executive of reasonably detailed written notice from Company. For purposes of this Agreement, “Disability” shall have the meaning assigned to it in the group long term disability insurance policy maintained by the Company for the benefit of its employees. In the absence of such a policy, “Disability” means that, as a result of Executive’s mental or physical illness, Executive is unable to perform (with or without reasonable accommodation in accordance with the Americans with Disabilities Act) the duties of Executive’s position pursuant to this Agreement for a continuous period of three (3) months. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only unpaid Base Salary then in effect, prorated to the date of termination, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Except as specifically set forth in this Section 7.1, Executive will not be entitled to receive the Severance Benefits described in Section 7.2, below.

          7.2 Termination Without Cause by Company; Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on sixty (60) days’ advance written notice to Executive. In the event of such termination, Executive will receive the unpaid Base Salary then in effect, prorated to the effective date of termination, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. In addition, the Company shall (X) pay a lump sum on the forty-fifth (45^th) day following such termination in an amount equal to his Base Salary for twenty-four (24) months from the termination date, plus one year’s base Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive, such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $350,000, and all unpaid, but earned Bonus amounts during the year in which the termination occurs through the most recently completed fiscal

-3-

quarter prior to the termination date; (Y) cause the immediate acceleration of the vesting of all outstanding earned-but-unvested Equity Awards; and (Z) in the event that Executive timely elects to obtain continued group health insurance coverage under COBRA following termination of employment under this Section 7.2, the Company will pay the premiums for such coverage through the earlier of (i) the date that is eighteen (18) months following the Termination Date, or (ii) the first date on which Executive becomes eligible for other group health insurance coverage pursuant to Executive’s subsequent employment (such amounts, accelerated vesting and insurance coverage, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof as of the date of termination, shall be referred to herein as the “Severance Benefits”), provided that (A) Executive and the Company execute a mutual full general release, releasing all claims, known or unknown, that they may have against each other arising out of or any way related to this Agreement or Executive’s employment or termination of employment with Company and such release has become effective in accordance with its terms prior to the forty-fifth (45^th) day following such termination, in the form attached hereto as Exhibit B, as such form may be amended to comply with applicable law, and (B) the Severance Benefits shall be subject to Section 7.5 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive’s service with the Company has continued through a specified date, and with respect to such Equity Award the condition specified in clause (i) of this sentence has been satisfied but the condition specified in clause (ii) of this sentence has not been satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment. The provisions of this Section 7.2 shall not apply to termination of Executive’s employment by reason of death or Disability.

          7.3 Termination for Good Reason by Executive; Severance. Executive may terminate Executive’s employment under this Agreement for Good Reason (defined below) at any time on five (5) days’ advance written notice to Company given within one hundred eighty (180) days following the initial existence of a condition constituting Good Reason. In the event of such termination for Good Reason, Executive will receive the unpaid Base Salary then in effect, prorated to the effective date of termination together with any amounts to which Executive is entitled pursuant to Sections 5 and 6 hereof. In addition, Executive will be entitled to receive the Severance Benefits described in Section 7.2, above, provided that Executive complies with the conditions to receiving the Severance Benefits described in Sections 7.2(A) and 7.2(B), above. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment. For purposes of this Agreement, “Good Reason” is defined as the occurrence and continuation of any of the following conditions, provided that Executive has delivered written notice to the Company of such condition within ninety (90) days after its initial existence and the Company has failed to cure such condition within thirty (30) days following such written notice:

               (a) a material, adverse change in Executive’s authority, responsibilities or duties; provided, that for purposes of this Agreement and without limiting the generality of the foregoing, a material, adverse change shall be deemed to occur if Executive no longer serves as Chief Financial Officer (who shall be the most senior financial executive) of a publicly-traded company reporting directly to the CEO;

               (b) the relocation of Executive’s work place for Company over Executive’s written objection, to a location more than thirty (30) miles from Scottsdale, Arizona;

               (c) a failure to pay, or any material reduction of Executive’s Base Salary or Executive’s Bonus without Executive’s written consent (subject to applicable performance requirements with respect to the actual amount of Bonus earned by Executive); or

-4-

               (d) any material breach of this Agreement by Company that is not cured within thirty (30) days of Company’s receipt of written notice from Executive specifying the material breach of this Agreement.

          7.4 Voluntary Resignation by Executive. Executive may voluntarily resign Executive’s position with Company for any reason, at any time after the Effective Date, on five (5) days’ advance written notice. In the event of Executive’s resignation, Executive will be entitled to receive only the Base Salary for the five-day notice period and no other amount (other than amounts to which Executive is entitled pursuant to Section 5 or 6 hereof). All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished upon termination of employment. In addition, Executive will not be entitled to receive any other Severance Benefits described in Section 7.2, above. The provisions of this Section 7.4 shall not apply to Executive’s resignation for Good Reason.

          7.5 Forfeiture of Severance Benefits. The right of Executive to receive or to retain Severance Benefits pursuant to Section 7.2 or Section 7.3 shall be subject to Executive’s continued compliance with the Covenants (as defined in Section 12). In the event that an arbitrator finds in accordance with the procedures described in Section 13 that Executive has engaged in a material breach of any of the Covenants, the Company shall have the right to (a) terminate any further provision of Severance Benefits not yet paid or provided, (b) seek reimbursement from Executive for any and all such Severance Benefits previously paid or provided to Executive, (c) recover from Executive all shares of stock of the Company the vesting of which was accelerated by reason of the Severance Benefits (or the proceeds therefrom, reduced by any exercise or purchase price paid to acquire such shares), and (d) to immediately cancel all Equity Awards the vesting of which was accelerated by reason of the Severance Benefits.

          7.6 Acceleration of Vesting on a Change in Control. In the event of a Change in Control (as defined by the applicable award agreements described in Section 4.2 or, absent such definition therein, as defined by the Company’s 2005 Performance Incentive Plan or other employee equity plan approved by the Board), the vesting of all then unvested Inducement Awards and Equity Awards granted to Executive will accelerate immediately prior to, but contingent upon the consummation of, the Change in Control, irrespective of whether, within a period of four (4) months prior to such Change in Control, Executive has been involuntarily terminated by the Company without Cause as described in Section 7.2 or has terminated his employment for Good Reason as described in Section 7.3.

     8. No Conflict of Interest. During the term of Executive’s employment with Company, Executive must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. If the Board reasonably believes such a conflict exists during the term of this Agreement, the Board may ask Executive to choose to discontinue the other work or resign employment with Company.

     9. Post-Termination Non-Competition.

          9.1 Consideration For Promise To Refrain From Competing. Executive agrees that Executive’s services are special and unique, that Company’s disclosure of confidential, proprietary information and specialized training and knowledge to Executive, and that Executive’s level of compensation and benefits are partly in consideration of and conditioned upon Executive not competing with Company. Executive acknowledges that such consideration is adequate for Executive’s promises contained within this Section 9.

-5-

          9.2 Promise To Refrain From Competing. Executive understands Company’s need for Executive’s promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will in the course of Executive’s employment develop, be personally entrusted with and exposed to Company’s proprietary information; (c) both during and after the term of Executive’s employment, Company will be engaged in the highly competitive retail demand chain software industry; (d) Company provides products and services nationally and internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in Section 9.1 above, Executive agrees that for the period of nine (9) months following the date Executive ceases to render services to Company (the “Covenant Period”), Executive will not either directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee: (i) work for a competitor of Company, which is defined to include those entities or persons in the business of developing, marketing, selling and supporting software designed for businesses in the retail and consumer packaged goods markets or in the business of helping companies synchronize their inventory decisions with advanced supply chain, inventory management and data mining solutions, in any country in which Company does business (the “Restricted Business”) or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 1% of the listed or traded stock of any publicly held corporation. For purposes of this Section 9, the term “Company” shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee at the request of Company or any successor of Company.

          9.3 Reasonableness of Restrictions. Executive represents and agrees that the restrictions on competition, as to time, geographic area, and scope of activity, required by this Section 9 are reasonable, do not impose a greater restraint than is necessary to protect the goodwill and business interests of Company, and are not unduly burdensome to Executive. Executive expressly acknowledges that Company competes on an international basis and that the geographical scope of these limitations is reasonable and necessary for the protection of Company’s trade secrets and other confidential and proprietary information. Executive further agrees that these restrictions allow Executive an adequate number and variety of employment alternatives, based on Executive’s varied skills and abilities. Executive represents that Executive is willing and able to compete in other employment not prohibited by this Agreement.

          9.4 Reformation if Necessary. In the event a court of competent jurisdiction determines that the geographic area, duration, or scope of activity of any restriction under this Section 9 and its subsections is unenforceable, the restrictions under this section and its subsections shall not be terminated but shall be reformed and modified to the extent required to render them valid and enforceable. Executive further agrees that the court may reform this Agreement to extend the Covenant Period by an amount of time equal to any period in which Executive is in breach of this covenant.

     10. Confidentiality and Proprietary Rights. Executive agrees to read, sign and abide by Company’s Employee Innovations and Proprietary Rights Assignment Agreement attached hereto as Exhibit C and incorporated herein by reference.

     11. Nonsolicitation.

          11.1 Nonsolicitation of Customers or Prospects. Executive acknowledges that information about Company’s customers is confidential and constitutes trade secrets. Accordingly, Executive agrees that during the term of this Agreement and the Covenant Period, Executive will not,

-6-

either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects (defined as prospective customers who had received a written proposal from the Company for Company products or services within the past 12 months) by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

          11.2 Nonsolicitation of Company’s Employees. Executive agrees that during the term of this Agreement and the Covenant Period, Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging, hiring or attempting to hire any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company.

     12. Injunctive Relief. Executive acknowledges that Executive’s breach of the covenants contained in Sections 9-11 (collectively “Covenants”) would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall, in addition to the action it is authorized to take pursuant to Section 7.5, be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

     13. Agreement to Mediate and Arbitrate. In the event a dispute arises in connection with this Agreement, the Company and Executive agree to submit the dispute to non-binding mediation, with the mediator to be selected and compensated by the Company. In the event a resolution is not reached through mediation, then, to the fullest extent permitted by law, Executive and Company agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement, the employment relationship between Company and Executive and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. Claims for breach of Company’s Employee Innovations and Proprietary Rights Agreement, workers’ compensation, unemployment insurance benefits and Company’s right to obtain injunctive relief pursuant to Section 12 above are excluded. For the purpose of this agreement to arbitrate, references to “Company” include all parent, subsidiary or related entities and their employees, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this Agreement shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of Company.

          13.1 Initiation of Arbitration. Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.

          13.2 Arbitration Procedure. The arbitration will be conducted in Maricopa County, Arizona, by a single neutral arbitrator and in accordance with the then current rules for resolution of employment disputes of the American Arbitration Association (“AAA”). The parties are entitled to representation by an attorney or other representative of their choosing. The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of Arizona, and only such power, and shall follow the law. The parties agree to abide by and perform any award rendered by the arbitrator. Judgment on the award may be entered in any court having jurisdiction thereof.

-7-

          13.3 Costs of Arbitration. Each party shall bear one half the cost of the arbitration filing and hearing fees, and the cost of the arbitrator.

     14. General Provisions.

          14.1 Successors and Assigns. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company, provided such successors and assigns agree in writing to be bound by the terms of the Agreement. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement.

          14.2 Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

          14.3 Attorneys’ Fees. In any dispute relating to this Agreement, each party shall pay its or his own attorneys’ fees unless a statute awards attorneys’ fees to the prevailing party. Any reimbursement of attorney’s fees to which Executive is entitled and which are treated for federal income tax purposes as compensation shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and (c) not be subject to liquidation or exchange for another benefit.

          14.4 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

          14.5 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

          14.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Arizona. Each party consents to the jurisdiction and venue of the state or federal courts in Maricopa County, Arizona, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement.

          14.7 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below, or such other address as either party may specify in writing.

          14.8 Survival. Sections 8 (“No Conflict of Interest”), 9 (“Post-Termination Non-Competition”), 10 (“Confidentiality and Proprietary Rights”), 11 (“Nonsolicitation”), 12 (“Injunctive

-8-

Relief’), 13 (“Agreement to Arbitrate”), 14 (“General Provisions”) and 15 (“Entire Agreement”) of this Agreement shall survive Executive’s employment by Company.

          14.9 Application of Section 409A.

               (a) Notwithstanding anything set forth in this Agreement to the contrary, no amount payable pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until Executive has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation within the meaning of the Section 409A Regulations which is payable on account of Executive’s separation from service shall paid to Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

               (b) If the Executive or the Company believes, at any time, that any payment pursuant to this Agreement is subject to taxation under Section 409A of the Code, then (i) it shall advise the other and (ii) to the extent such correction is possible to avoid taxation under Section 409A without any material diminution in the value of the payments or benefits to Employee, the Company and Executive shall reasonably cooperate in good faith to take such steps as necessary, including amending (and, as required, consenting to the amendment of) the terms of any plan or program under which such payments are to be made, in the least restrictive manner necessary in order to comply with the provisions of Section 409A and the Section 409A Regulations in order to avoid taxation under Section 409A.

               (c) The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement.

     15. Executive Attorney Fees. The Company will reimburse Executive’s legal counsel fees in connection with the negotiation of this Agreement not to exceed $15,000. Any reimbursement Executive is entitled to receive pursuant to this Section shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and (c) not be subject to liquidation or exchange for another benefit.

     16. Entire Agreement. This Agreement, together with the Plan and any agreement evidencing an Equity Award described in Section 4.2, the Executive Bonus Plan described in Section 4.3, the Employee Innovations and Proprietary Rights Assignment Agreement described in Section 10 and the Form of Confidential Separation and Release Agreement attached hereto as Exhibit B, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Executive and the Board of Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever. Notwithstanding the foregoing, if there is a conflict between this Agreement and any other policy or plan of the Company, this Agreement will govern.

-9-

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	EXECUTIVE
Dated: July 20, 2009	/s/ Pete Hathaway Pete Hathaway 5827 E. Sanna St., Paradise Valley 85253 Address

	COMPANY
Dated: July 20, 2009	By:	/s/ Hamish N. Brewer
	Hamish N. Brewer,
	President and Chief Executive Officer

[Signature Page to Executive Employment Agreement]

EXHIBIT A-1

Time-Vesting Restricted Stock Unit Award:

Notice of Grant of Restricted Stock Units

and

Restricted Stock Units Agreement

JDA SOFTWARE GROUP, INC.
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(NON-PLAN AWARD)

     JDA Software Group, Inc. (the “Company”) has granted to Pete Hathaway (the “Participant”) an award of Restricted Stock Units (the “Award”), each of which represents the right to receive on the applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and conditions set forth in this Notice of Grant of Restricted Stock Units (the “Grant Notice”) and the Restricted Stock Units Agreement attached hereto (the “Agreement”).

Date of Grant:	July 20, 2009
Number of Restricted Stock Units:	50,000, subject to adjustment as provided by the Agreement.
Initial Vesting Date:	July 20, 2010
Settlement Date:	For each Unit, except as otherwise provided by the Agreement, the date on which such Unit becomes a Vested Unit in accordance with the vesting schedule set forth below.
Vested Units: Except as provided by the Agreement and provided that the Participant’s Service has not terminated prior to the relevant date except as otherwise provided below, the number of Vested Units (disregarding any resulting fractional Unit) as of any date is determined by multiplying the Number of Restricted Stock Units by the “Vested Ratio” determined as of such date as follows:

		Vested Ratio
	Prior to Initial Vesting Date		0
	On Initial Vesting Date		1/3
	Plus
	For each additional full month of the Participant’s continuous Service following the Initial Vesting Date until the Vested Ratio equals 1/1, an additional		1/36
Accelerated Vesting:	In the event that the Participant becomes entitled to “Severance Benefits” in accordance with either Section 7.2 or Section 7.3 of the Employment Agreement, then the vesting of all Restricted Stock Units which are not Vested Units as of the date of the Participant’s termination of employment shall accelerate in full and all such Restricted Stock Units shall be deemed Vested Units effective on the forty-fifth day following the date of the Participant’s termination of employment.
Employment Agreement:	That certain Executive Employment Agreement by and between the Company and the Participant, dated July 20, 2009.

[Remainder of page intentionally blank.]

     By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Agreement attached to and made a part of this document. The Participant acknowledges receipt of the Agreement and the prospectus for this Award. The Participant further acknowledges that this Award has not been granted pursuant to the Company’s 2005 Performance Incentive Plan. The Participant represents that the Participant has read and is familiar with the provisions of the Agreement, and hereby accepts the Award subject to all of its terms and conditions.

JDA SOFTWARE GROUP, INC.		PARTICIPANT
By:
		Signature
Its:
		Date
Address:	14400 N. 87th Street Scottsdale, AZ 85260	Address

ATTACHMENTS: Restricted Stock Units Agreement and Award Prospectus

JDA SOFTWARE GROUP, INC.
RESTRICTED STOCK UNITS AGREEMENT
(NON-PLAN AWARD)

     JDA Software Group, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. This Award has not been granted pursuant to the JDA Software Group, Inc. 2005 Performance Incentive Plan or any other stock-based compensation plan of the Company in reliance on NASDAQ Marketplace Rule 5635(c)(4). 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 and a prospectus for the Award prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Award Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice and this Agreement 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 or this Agreement.

     1. Definitions and Construction.

          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice.

               (a) “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), other than (1) a trustee or other fiduciary holding stock of the Company under an employee benefit plan of a Participating Company or (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of stock of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then-outstanding voting stock; or

                    (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 1.1(h)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or

                    (iii) a liquidation or dissolution of the Company.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more

corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

               (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

               (c) “Committee” means the Compensation Committee or other committee of the Board of Directors of the Company (the “Board”) duly appointed to administer the Award and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Award, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

               (d) “Company” means JDA Software Group, Inc., a Delaware corporation, or any successor corporation thereto.

               (e) “Dividend Equivalent Units” mean additional Restricted Stock Units credited pursuant to Section 3.3.

               (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

               (g) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

                    (i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

                    (ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.

2

                    (h) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

                    (i) “Participating Company” means the Company or any parent corporation or subsidiary corporation the Company.

                    (j) “Participating Company Group” means, at any point in time, all entities collectively which are then Participating Companies.

                    (k) “Service” means the Participant’s employment or service with the Participating Company Group, whether in the capacity of an employee, a director or a consultant. The Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, the Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Award. The Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

                    (l) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 9.

                    (m) “Units” mean the Restricted Stock Units originally granted pursuant to the Award and the Dividend Equivalent Units credited pursuant to the Award, as both shall be adjusted from time to time pursuant to Section 9.

          1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

     2. Administration.

          All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation,

3

or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election.

     3. The Award.

          3.1 Grant of Restricted Stock Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 3.3 and Section 9. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock.

          3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered and/or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units.

          3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the total number of Restricted Stock Units and Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

     4. Vesting of Units.

          4.1 Normal Vesting. Except as provided in Section 4.2, the Restricted Stock Units shall vest and become Vested Units as provided in the Grant Notice. Dividend Equivalent Units shall become Vested Units at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

          4.2 Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control, and provided that the Participant’s Service has not terminated prior to the date of consummation of the Change in Control, all unvested Units shall become Vested Units and shall be settled in accordance with Section 6 immediately prior to (and contingent upon) the consummation of the Change in Control. Notwithstanding any provision of this Agreement or the Grant Notice to the contrary, for purposes of the acceleration of vesting of the Units provided by this Section, termination of the Participant’s employment with the Company within a period

4

of four (4) months prior to the consummation of the Change in Control either as a result of involuntary termination by the Company without Cause, as described in Section 7.2 of the Employment Agreement, or as a result of termination by the Participant for Good Reason, as described in Section 7.3 of the Employment Agreement, shall not be treated as termination of the Participant’s Service prior to the consummation of the Change in Control.

          4.3 Federal Excise Tax Under Section 4999 of the Code.

               (a) Excess Parachute Payment. In the event that any acceleration of vesting pursuant to this Agreement and any other payment or benefit received or to be received by the Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an excess parachute payment under Section 280G of the Code, the Participant may elect, in his or her sole discretion, to reduce the amount of any acceleration of vesting called for under this Agreement in order to avoid such characterization.

               (b) Determination by Independent Accountants. To aid the Participant in making any election called for under Section 4.3(a), in connection with any event that might reasonably be anticipated to give rise to the acceleration of vesting under Section 4.3(a), the Company shall promptly request a determination in writing by independent public accountants selected by the Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this section.

     5. Company Reacquisition Right.

          5.1 Grant of Company Reacquisition Right. In the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”), subject to the provisions of any employment, service or other agreement between the Participant and a Participating Company referring to this Award.

          5.2 Ownership Change Event. For purposes of determining the number of Vested Units following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.

5

     6. Settlement of the Award.

          6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, the Company shall issue to the Participant, on the Settlement Date with respect to each Unit to be settled on such date, one (1) share of Stock; provided however, that if such Settlement Date is a date on which a sale by the Participant of the Stock to be issued in settlement of such Unit would violate the Insider Trading Policy of the Company, then the Settlement Date with respect to such Unit shall be the earlier of (a) the next day on which such sale would not violate the Insider Trading Policy or (b) the date that is two and one-half (2¹/2) months following the last day of the calendar year in which such Unit became a Vested Unit. For purposes of this section, “Insider Trading Policy” means the written policy of the Company pertaining to the sale, transfer or other disposition of the Company’s equity securities by members of the Board, officers or other employees who may possess material, non-public information regarding the Company, as in effect at the time of a disposition of any shares of Stock. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3.

          6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

          6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

          6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

     7. Tax Withholding.

          7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes

6

withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

          7.2 Withholding in Shares. Unless otherwise determined by the Company, the Company shall satisfy the tax withholding obligations (except with respect to any fractional share) of the Company or any other Participating Company by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares of Stock having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates. The Company is authorized to satisfy the tax withholding obligations, if any, remaining following the procedure described in this Section 7.2 by withholding from payroll or any other amounts payable to the Participant.

     8. Effect of Change in Control on Award.

          In the event of a Change in Control, the vesting and settlement of the Award shall be accelerated as provided by Section 4.2.

     9. Adjustments for Changes in Capital Structure.

          Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional Unit or share resulting from an adjustment pursuant to this section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

     10. Rights as a Stockholder, Director, Employee or Consultant.

          The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends,

7

distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 3.3 and Section 9. If the Participant is an employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time.

     11. Legends.

          The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this section.

     12. Compliance with Section 409A.

          It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in a deferral of compensation as described in Section 409A of the Code (“Section 409A Deferred Compensation”) shall comply in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non-compliance. In connection with effecting such compliance with Section 409A, the following shall apply:

          12.1 Required Delay in Payment to Specified Employee. If the Participant is a “specified employee” of a publicly traded corporation as defined under Section 409A(a)(2)(B)(i) of the Code, unless subject to an applicable exception under Section 409A, any payment of Section 409A Deferred Compensation in connection with a “separation from service” (as determined for purposes of Section 409A) shall not be made until six (6) months after the Participant’s separation from service (the “Section 409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the Section 409A Deferral Period, the payments of Section 409A Deferred Compensation which would otherwise have been made in the Section 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the Section 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.

          12.2 Other Delays in Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Agreement in any manner which would not be in compliance with Section 409A of the Code.

          12.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any

8

benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with Section 409A of the Code without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A of the Code.

     13. Miscellaneous Provisions.

          13.1 Termination or Amendment. The Committee may terminate or amend this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation or as provided in Section 12.3. No amendment or addition to this Agreement shall be effective unless in writing.

          13.2 Nontransferability of the Award. Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

          13.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

          13.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

          13.5 Delivery of Documents and Notices. Any document relating to the Award or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

               (a) Description of Electronic Delivery. The Award documents, which may include but do not necessarily include: the Grant Notice, this Agreement, the Award Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver

9

electronically the Grant Notice to the Company or to such third party involved in administering the Award as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Award, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Award documents, as described in Section 13.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.5(a).

          13.6 Integrated Agreement. The Grant Notice and this Agreement, together with any employment, service or other agreement between the Participant and a Participating Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

          13.7 Applicable Law. This Agreement shall be governed by the laws of the State of Arizona as such laws are applied to agreements between Arizona residents entered into and to be performed entirely within the State of Arizona.

          13.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10

EXHIBIT A-2

Performance-Vesting Restricted Stock Unit Award:

Notice of Grant of Restricted Stock Units

and

Restricted Stock Units Agreement

JDA SOFTWARE GROUP, INC.
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(NON-PLAN AWARD)

     JDA Software Group, Inc. (the “Company”) has granted to Pete Hathaway (the “Participant”) an award of Restricted Stock Units (the “Award”), each of which represents the right to receive on the applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and conditions set forth in this Notice of Grant of Restricted Stock Units (the “Grant Notice”) and the Restricted Stock Units Agreement attached hereto (the “Agreement”).

Date of Grant:	July 20, 2009
Number of Restricted Stock Units:	50,000, subject to adjustment as provided by the Agreement.
Settlement Date:	For each Unit, except as otherwise provided by the Agreement, as soon as practicable following the date on which such Unit becomes a Vested Unit in accordance with the vesting schedule set forth below, provided that in no event shall the Settlement Date with respect to any Vested Unit be later than the 15th day of the third month following the later of (i) the last day of the calendar year in which such Unit becomes a Vested Unit or (ii) the last day of the Company fiscal year in which such Unit becomes a Vested Unit.
Vested Units: Except as provided by the Agreement and provided that the Participant’s Service has not terminated prior to the relevant date except as otherwise provided by the Pro Rata Vesting provision below, the number of Vested Units (disregarding any resulting fractional Unit) as of any date is determined by multiplying the Number of Restricted Stock Units by the “Vested Ratio” determined as of such date as follows:

		Vested Ratio
	On the 60th day following the end of the first successive four fiscal quarters of the Company in which the Company achieves EBITDA of $[***].	1/3
	On the 60th day following the end of the first successive four fiscal quarters of the Company in which the Company achieves EBITDA of $[***], an additional	1/3
	On the 60th day following the end of the first successive four fiscal quarters of the Company in which the Company achieves EBITDA of $[***], an additional	1/3
EBITDA:	For the purposes of this Award, “EBITDA” means the Company’s earnings before income tax, depreciation and amortization as approved by the Audit Committee of the Board. EBITDA shall include the reduction in earnings resulting from the accrual of compensation expense for awards granted under the Company’s 2005 Performance Incentive Plan or under individual non-plan equity awards granted to any service provider. The Audit Committee of the Board shall adjust

*** Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

	EBITDA, as it deems appropriate, to exclude the effect (whether positive or negative) of any of the following occurring after the grant of the Award: (a) a change in accounting standards required by generally accepted accounting principles or (b) any extraordinary, unusual or nonrecurring item. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of EBITDA in order to prevent the dilution or enlargement of the Participant’s rights with respect to the Award.
Pro Rata Vesting:	In the event that the Participant becomes entitled to “Severance Benefits” in accordance with either Section 7.2 or Section 7.3 of the Employment Agreement, then a number of Restricted Stock Units shall become Vested Units, effective on the forty-fifth day following the date of the Participant’s termination of employment, in an amount equal to:
	(50,000 x ((X — $[***]) / $[***])) — Y, where
	“X” is equal to EBITDA achieved during the four consecutive fiscal quarter period of the Company beginning on or after the Date of Grant and ending prior to the Participant’s employment termination date which has the greatest EBITDA; and
	“Y” is equal to the number of Vested Units previously determined without regard to this provision.
Employment Agreement:	That certain Executive Employment Agreement by and between the Company and the Participant, dated July 20, 2009.

     By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Agreement attached to and made a part of this document. The Participant acknowledges receipt of the Agreement and the prospectus for this Award. The Participant further acknowledges that this Award has not been granted pursuant to the Company’s 2005 Performance Incentive Plan. The Participant represents that the Participant has read and is familiar with the provisions of the Agreement, and hereby accepts the Award subject to all of its terms and conditions.

JDA SOFTWARE GROUP, INC.		PARTICIPANT
By:
		Signature
Its:
		Date
Address:	14400 N. 87th Street Scottsdale, AZ 85260	Address

ATTACHMENTS: Restricted Stock Units Agreement and Award Prospectus

*** Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

EXHIBIT A-3

2009 Performance Share Award:

Notice of Grant of Performance Shares

and

2009 Performance Share Agreement

JDA SOFTWARE GROUP, INC.
NOTICE OF GRANT OF PERFORMANCE SHARES
(NON-PLAN AWARD)

     JDA Software Group, Inc. (the “Company”) has granted to Jason B. Zintak (the “Participant”) an award of Performance Shares (the “Award”), each of which represents the right to receive on the applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and conditions set forth in this Notice of Grant of Performance Shares (the “Grant Notice”) and the 2009 Performance Share Agreement attached hereto (the “Agreement”).

Grant Date:	August 18, 2009                                          Grant No.:
Target Number of Performance Shares:	30,000, subject to adjustment as provided by the Agreement.
Maximum Number of Performance Shares:	37,250, subject to adjustment as provided by the Agreement.
Performance Period:	Company fiscal year beginning January 1, 2009 and ending December 31, 2009.
Initial Vesting Date:	January 28, 2010, provided the Company’s Audit Committee has approved the Company’s Fiscal Year 2009 financial results. If the Audit Committee has not approved the 2009 financial results by January 28, 2010, then the Initial Vesting Date shall be the 28th day of the first month beginning after the date of such approval but in no event later than December 28, 2010.
Vested Performance Shares:	Except as provided in the Agreement and provided that the Participant’s Service has not terminated prior to the relevant vesting date, the vesting of the Performance Shares shall be as follows: On the Initial Vesting Date, the applicable number of Performance Shares set forth in column 2 of the table below shall become Vested Performance Shares to the extent of the attainment of the Performance Milestone set forth in column 1 of the table, and the applicable the number of Performance Shares set forth in column 3 of the table shall be forfeited on the Initial Vesting Date. In addition, on and after the Initial Vesting Date, 1/24 of the applicable number of Performance Shares set forth in column 4 of the table below, to the extent of the attainment of the Performance Milestone set forth in column 1 of the table, shall become Vested Performance Shares for each full month of the Participant’s Service completed during the 24 month period commencing on January 28, 2010.
Settlement Date:	For each Performance Share, except as otherwise provided by the Agreement, the date on which such Performance Share becomes a Vested Performance Share in accordance with the vesting schedule set forth below.
Employment Agreement:	That certain Executive Employment Agreement by and between the Company and the Participant, dated August 18, 2009.

1	2	3	4
		# of
		Performance	# of Performance Shares
	# of Performance Shares Vesting on	Shares	Subject to Time Based
Performance Milestone	Initial Vesting Date	Forfeited	Vesting
Company’s EBITDA in fiscal year 2009:
Less than $[***]	0	Target Number of Performance Shares	0
Equal to or greater than $[***] and less than $[***]	50% x A	(Target Number of Performance Shares) — A	50% x A
Equal to or greater than $[***] and less than $[***]	50% x B	(Target Number of Performance Shares) — B (but not below zero (0))	50% x B
Equal to or greater than $[***]	62.5% x (Target Number of Performance Shares)	0	62.5% x (Target Number of Performance Shares)

*** Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

2

A = (0.5 * Target Number of Performance Shares) * (1-(([***] — FY09EBITDA) / [***]))

B = Target Number of Performance Shares + ((0.25 * Target Number of Performance Shares) * (1-(([***] — FY09EBITDA) / [***])))

By their signatures below or by electronic acceptance or authentication in a form authorized by the Company:

1. The Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Agreement, both of which are made part of this document.

2. The Participant acknowledges that this Award has not been granted pursuant to the Company’s 2005 Performance Incentive Plan.

3. The Participant acknowledges receipt of the Agreement and the prospectus for this Award.

4. The Participant represents that the Participant has read and is familiar with the provisions of the Agreement and hereby accepts the Award subject to all of its terms and conditions.

JDA SOFTWARE GROUP, INC.		PARTICIPANT
By:
		Signature
Its:
		Date
Address:	14400 N. 87th Street Scottsdale, AZ 85260	Address

ATTACHMENTS: 2009 Performance Share Agreement and Award Prospectus

*** Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

3

JDA SOFTWARE GROUP, INC.
2009 PERFORMANCE SHARE AGREEMENT
(NON-PLAN AWARD)

     JDA Software Group, Inc. has granted to the Participant named in the Notice of Grant of Performance Shares (the “Grant Notice”) to which this 2009 Performance Share Agreement (the “Agreement”) is attached an Award consisting of Performance Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. This Award has not been granted pursuant to the JDA Software Group, Inc. 2005 Performance Incentive Plan or any other stock-based compensation plan of the Company in reliance on NASDAQ Marketplace Rule 5635(c)(4). 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 and a prospectus for the Award prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Award Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice and this Agreement 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 or this Agreement.

     1. Definitions and Construction.

          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice.

               (a) “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), other than (1) a trustee or other fiduciary holding stock of the Company under an employee benefit plan of a Participating Company or (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of stock of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then-outstanding voting stock; or

                    (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 1.1(h)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or

                    (iii) a liquidation or dissolution of the Company.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more

corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

               (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

               (c) “Committee” means the Compensation Committee or other committee of the Board of Directors of the Company (the “Board”) duly appointed to administer the Award and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Award, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

               (d) “Common Shares” mean shares of Stock issued in settlement of the Award.

               (e) “Company” means JDA Software Group, Inc., a Delaware corporation, or any successor corporation thereto.

               (f) “Dividend Equivalent Shares” means additional Performance Shares credited pursuant to Section 3.3.

               (g) “EBITDA” means the Company’s earnings before income tax, depreciation and amortization as approved by the Audit Committee of the Board. EBITDA shall include the reduction in earnings resulting from the accrual of compensation expense for awards granted under the Plan, including but not limited to, Performance Shares and shall be subject to adjustment as provided by Section 4.2.

               (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

               (i) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

                    (i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be

2

established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

                    (ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.

               (j) “Insider Trading Policy” means the written policy of the Company pertaining to the sale, transfer or other disposition of the Company’s equity securities by members of the Board, Officers or other employees who may possess material, non-public information regarding the Company, as in effect at the time of a disposition of any Common Shares.

               (k) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

               (l) “Participating Company” means the Company or any parent corporation or subsidiary corporation the Company.

               (m) “Participating Company Group” means, at any point in time, all entities collectively which are then Participating Companies.

               (n) “Performance Share” means a right to receive on the Settlement Date one (1) Common Share, if such Performance Share becomes a Vested Performance Share.

               (o) “Section 409A” means Section 409A of the Code and any applicable regulations or administrative guidelines promulgated thereunder.

               (p) “Section 409A Deferred Compensation” means compensation payable pursuant to the Award granted to a Participant subject to United States income taxation that constitutes nonqualified deferred compensation for purposes of Section 409A.

               (q) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 9.

          1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3

     2. Administration.

          All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election. The Company intends that the Award either be exempt from or comply with Section 409A (including any amendments or replacements of such section), and the provisions of this Agreement shall be construed and administered in a manner consistent with this intent.

     3. The Award.

          3.1 Grant of Performance Shares. On the Grant Date, the Participant shall acquire, subject to the provisions of this Agreement, a right to receive a number of Performance Shares which shall not exceed the Maximum Number of Performance Shares set forth in the Grant Notice, subject to adjustment as provided in Section 9. The number of Performance Shares, if any, ultimately earned by the Participant, shall be that number of Performance Shares which become Vested Performance Shares.

          3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Performance Shares or the Common Shares issued upon settlement of the Performance Shares, the consideration for which shall be past services actually rendered and/or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to the a Participating Company or for its benefit having a value not less than the par value of the Common Shares issued upon settlement of the Performance Shares.

          3.3 Dividend Equivalent Shares. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Shares determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the total number of Performance Shares and Dividend Equivalent Shares previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to Section 5.2 as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Share shall be rounded to the nearest whole number. Such additional Dividend Equivalent Shares shall be subject to the same vesting and other terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Performance Shares originally subject to the Award with respect to which they have been credited.

     4. Determination of 2009 EBITDA.

          4.1 2009 Financial Results. Following completion of the Performance Period, the Audit Committee of the Board shall approve the Company’s 2009 financial results, and

4

following such approval, the Committee shall determine in accordance with the schedule set forth in the Grant Notice the resulting number of Performance Shares which shall become Vested Performance Shares on the Initial Vesting Date and the number of Performance Shares subject to time-based vesting, subject to the Participant’s continued Service through the vesting period, except as otherwise provided by Section 5. The Company shall promptly notify the Participant of the determination by the Committee.

          4.2 Adjustment to EBITDA for Extraordinary Items. The Audit Committee of the Board shall adjust EBITDA, as it deems appropriate, to exclude the effect (whether positive or negative) of any of the following occurring after the grant of the Award: (a) a change in accounting standards required by generally accepted accounting principles or (b) any extraordinary, unusual or nonrecurring item. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of EBITDA in order to prevent the dilution or enlargement of the Participant’s rights with respect to the Award.

     5. Vesting of Performance Shares.

          5.1 Vesting. Except as provided by Section 8, the Performance Shares shall vest and become Vested Performance Shares as provided in the Grant Notice and as determined by the Committee. Dividend Equivalent Shares shall become Vested Performance Shares at the same time as the Performance Shares originally subject to the Award with respect to which they have been credited.

          5.2 Forfeiture of Unvested Performance Shares. Except as otherwise provided by Section 8, on the Initial Vesting Date, the Participant shall forfeit and the Company shall automatically reacquire all Performance Shares subject to the Award set forth in column 3 of the table in the Grant Notice. In addition, and subject to the provisions of any employment, service or other agreement between the Participant and a Participating Company, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Performance Shares which are not, as of the time of such termination, Vested Performance Shares. The Participant shall not be entitled to any payment for any forfeited Performance Shares.

     6. Settlement of the Award.

          6.1 Issuance of Common Shares. Subject to the provisions of Section 6.3 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Performance Share one (1) Common Share. Common Shares issued in settlement of Performance Shares shall be subject to restrictions as may be required pursuant to Sections 6.3, 7, 12 or the Insider Trading Policy.

          6.2 Beneficial Ownership of Common Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice Common Shares acquired by the Participant pursuant to the settlement of the Award. Except as otherwise provided by this Section 6.2, a certificate for the Common

5

Shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

          6.3 Restrictions on Grant of the Award and Issuance of Common Shares. The grant of the Award and issuance of Common Shares upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state law or foreign law with respect to such securities. No Common Shares may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Common Shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

          6.4 Fractional Shares. The Company shall not be required to issue fractional Common Shares upon the settlement of the Award. Any fractional share resulting from the determination of the number of Vested Performance Shares shall be rounded up to the nearest whole number.

     7. Tax Withholding.

          7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of Common Shares in settlement thereof. The Company shall have no obligation to process the settlement of the Award or to deliver Common Shares until the tax withholding obligations as described in this Section have been satisfied by the Participant.

          7.2 Withholding in Common Shares. Unless otherwise determined by the Company, the Company shall satisfy the tax withholding obligations (except with respect to any fractional share) of the Company or any other Participating Company by deducting from the Common Shares otherwise deliverable to the Participant in settlement of the Award a number of whole Common Shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates. The Company is authorized to satisfy the tax withholding obligations, if any, remaining following the procedure described in this Section 7.2 by withholding from payroll or any other amounts payable to the Participant.

6

     8. CHANGE IN CONTROL.

          8.1 Effect of Change in Control on Performance Shares. In the event of a Change in Control prior to the Initial Vesting Date and provided that the Participant’s Service has not terminated prior to the consummation of the Change in Control (except as otherwise provided below), 100% of the Target Number of Performance Shares shall become Vested Performance Shares and shall be settled in accordance with Section 6 immediately prior to (and contingent upon) the consummation of the Change in Control. In the event of a Change in Control on or after the Initial Vesting Date and provided that the Participant’s Service has not terminated prior to the consummation of the Change in Control (except as otherwise provided below), then, in addition to the number of Performance Shares which became Vested Performance Shares on the Initial Vesting Date, as provided in the Grant Notice and as determined by the Committee, 100% of the Performance Shares subject to time based vesting, as provided in the Grant Notice and as determined by the Committee, shall become Vested Performance Shares and shall be settled in accordance with Section 6 immediately prior to (and contingent upon) the consummation of the Change in Control. Notwithstanding any provision of this Agreement or the Grant Notice to the contrary, for purposes of the acceleration of vesting of the Performance Shares provided by this Section, termination of the Participant’s employment with the Company within a period of four (4) months prior to the consummation of the Change in Control either as a result of involuntary termination by the Company without Cause, as described in Section 7.2 of the Employment Agreement, or as a result of termination by the Participant for Good Reason, as described in Section 7.3 of the Employment Agreement, shall not be treated as termination of the Participant’s Service prior to the consummation of the Change in Control.

          8.2 Federal Excise Tax Under Section 4999 of the Code.

               (a) Excess Parachute Payment. In the event that any acceleration of vesting the Performance Shares and any other payment or benefit received or to be received by the Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section 280G of the Code, the Participant may elect, in his or her sole discretion, to reduce the amount of any acceleration of vesting called for by this Agreement in order to avoid such characterization.

               (b) Determination by Independent Accountants. To aid the Participant in making any election called for under Section 8.2(a), in connection with any event that might reasonably be anticipated to give rise to the acceleration of vesting under Section 8.1, the Company shall promptly request a determination in writing by independent public accountants selected by the Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the

7

Accountants may reasonably charge in connection with their services contemplated by this Section 8.2(b).

     9. Adjustments for Changes in Capital Structure.

          Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number of Performance Shares and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Plan Administrator, and its determination shall be final, binding and conclusive.

     10. Rights as a Stockholder or Employee.

          The Participant shall have no rights as a stockholder with respect to any Common Shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Sections 3.3 and 9. If the Participant is an employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in Service interfere in any way with any right of any Participating Company to terminate the Participant’s Service at any time.

     11. Legends.

          The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Common Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.

     12. Compliance with Section 409A.

          It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in Section 409A Deferred Compensation shall comply in all respects with the applicable requirements of Section 409A

8

(including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non-compliance. In connection with effecting such compliance with Section 409A, the following shall apply:

          12.1 Required Delay in Payment to Specified Employee. If the Participant is a “specified employee” of a publicly traded corporation as defined under Section 409A(a)(2)(B)(i) of the Code, unless subject to an applicable exception under Section 409A, any payment of Section 409A Deferred Compensation in connection with a “separation from service” (as determined for purposes of Section 409A) shall not be made until six (6) months after the Participant’s separation from service (the “Section 409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the Section 409A Deferral Period, the payments of Section 409A Deferred Compensation which would otherwise have been made in the Section 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the Section 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.

          12.2 Other Delays in Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Agreement in any manner which would not be in compliance with Code Section 409A.

          12.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with Section 409A without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A.

     13. Miscellaneous Provisions.

          13.1 Termination or Amendment. The Committee may terminate or amend this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation or as provided in Section 12.3. No amendment or addition to this Agreement shall be effective unless in writing.

          13.2 Nontransferability of the Award. Prior the issuance of Common Shares on the Settlement Date, neither this Award nor any Performance Shares subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with

9

respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

          13.3 Unfunded Obligation. The Participant shall have the status of a general unsecured creditor of the Company. Any amounts payable to the Participant pursuant to the Award shall be an unfunded and unsecured obligation for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. The Company shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations.

          13.4 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

          13.5 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

          13.6 Delivery of Documents and Notices. Any document relating to the Award or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

               (a) Description of Electronic Delivery. The Award documents, which may include but do not necessarily include: the Grant Notice, this Agreement, the Award Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Award as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Award, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.6(a) of this Agreement and consents to the electronic delivery of the Award documents, as described in Section 13.6(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a

10

paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.6(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.6(a).

          13.7 Integrated Agreement. The Grant Notice and this Agreement, together with any employment, service or other agreement between the Participant and a Participating Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

          13.8 Applicable Law. This Agreement shall be governed by the laws of the State of Arizona as such laws are applied to agreements between Arizona residents entered into and to be performed entirely within the State of Arizona.

          13.9 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11

EXHIBIT B

FORM OF
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

     This Confidential Separation and Release Agreement (“Agreement”) is between                                          (“Employee”) and JDA Software Group, Inc. (the “Company”) (hereinafter the “parties”), and is entered into as of                                         . This Agreement will not become effective until the expiration of seven (7) days from Employee’s execution of this Agreement (the “Effective Date”).

     WHEREAS, Employee has been employed by the Company as                      and is a party to that certain Employment Agreement dated                      , as amended by and between the Company and Employee as then in effect immediately prior to the Effective Date (the “Employment Agreement”);

     WHEREAS, the last day of Employee’s employment with the Company was                                          ; and

     WHEREAS, the Company and Employee desire to avoid disputes and/or litigation regarding Employee’s separation from employment or any events or circumstances preceding or coincident with Employee’s separation from employment;

     NOW, THEREFORE, in consideration of these recitals and the promises and agreements set forth in this Agreement, Employee’s employment with the Company will terminate upon the following terms:

     1. Mutual General Release:

          (a) Employee for himself or herself and on behalf of Employee’s attorneys, heirs, assigns, successors, executors, and administrators IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES the Company and any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns, from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Employee’s employment by the Company or not, which may have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (WARN) Act, the Older Workers Benefit Protection Act, or any other municipal, local, state, or federal law, common or statutory. The foregoing release shall not apply to indemnification or hold harmless obligations the Company may have that by their terms survive the termination of the Employee’s employment with the Company.

          (b) The Company for itself and on behalf of its current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES, Employee and his personal representatives, administrators, trustees, heirs and assigns from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Employee’s employment by the Company or not, which may have arisen, or which may arise, prior to or at the time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or any other municipal, local, state, or federal law, common or statutory.

     2. Covenant Not to Sue: Employee also COVENANTS NOT TO SUE, OR OTHERWISE PARTICIPATE IN ANY ACTION OR CLASS ACTION against the Company or any of the released parties based upon any of the claims released in this Agreement.

     3. Severance Terms: Upon the expiration of seven (7) days from Employee’s execution of this Agreement and provided that this Agreement has become effective in accordance with its terms, in consideration for the promises, covenants, agreements, and releases set forth herein and in the Employment Agreement, the Company agrees to pay Employee the Severance Benefits as defined in and pursuant to the Employment Agreement (the “Severance Benefits”), subject to the provisions for forfeiture of such Severance Benefits set forth in Section 7.5 of the Employment Agreement.

     4. Right to Revoke: Employee may revoke this Agreement by notice to the Company, in writing, received within seven (7) days of the date of its execution by Employee (the “Revocation Period”). Employee agrees that Employee will not receive the benefits provided by this Agreement if Employee revokes this Agreement. Employee also acknowledges and agrees that if the Company has not received from Employee notice of Employee’s revocation of this Agreement prior to the expiration of the Revocation Period, Employee will have forever waived Employee’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have full force and effect.

     5. Acknowledgement: Employee acknowledges and agrees that: (A) except as to any Severance Benefits which remain unpaid as of the date of this Agreement, no additional consideration, including salary, wages, bonuses or Equity Awards as described in the Employment Agreement, is to be paid to him by the Company in connection with this Agreement; (B) except as provided by this Agreement, Employee has no contractual right or claim to the Severance Benefits; and, (C) payments pursuant to this Agreement shall terminate immediately if Employee breaches any of the provisions of this Agreement.

     6. Non-Admissions: Employee acknowledges that by entering into this Agreement, the Company does not admit, and does specifically deny, any violation of any local, state, or federal law.

     7. Confidentiality: Employee agrees that Employee shall not directly or indirectly disclose the terms, amount or fact of this Agreement to anyone other than Employee’s immediate family or counsel, except as such disclosure may be required for accounting or tax reporting purposes or as otherwise may be required by law.

     8. Nondisparagement: Each party agrees that it will not make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the other including, in the case of the Company, its employees, directors and stockholders.

     9. Acknowledgement of Restrictions; Confidential Information: Employee acknowledges and agrees that Employee has continuing non-competition, non-solicitation and non-disclosure obligations under the Employment Agreement and the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and the Company (the “Proprietary Rights Agreement”). Employee acknowledges and reaffirms Employee’s obligation to continue abide fully and completely with all post-employment provisions of the Employment Agreement and the Proprietary Rights Agreement and agrees that nothing in this Agreement shall operate to excuse or otherwise relieve Employee of such obligations.

     11. Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and/or construed in remaining part to the full extent allowed by law, with the remaining provisions of this Agreement continuing in full force and effect.

     12. Entire Agreement: This Agreement, along with the Employment Agreement and the Proprietary Rights Agreement which are referred to above, constitute the entire agreement between the Employee and the Company, and supersede all prior and contemporaneous negotiations and agreements, oral or written. This Agreement cannot be changed or terminated except pursuant to a written agreement executed by the parties.

     13. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, except where preempted by federal law.

     14. Statement of Understanding: By executing this Agreement, Employee acknowledges that (a) Employee has had at least twenty-one (21) or forty-five (45) days, as applicable in accordance with the Age Discrimination in Employment Act, as amended, to consider the terms of this Agreement and has considered its terms for such a period of time or has knowingly and voluntarily waived Employee’s right to do so by executing this Agreement and returning it to the Company; (b) Employee has been advised by the Company to consult with an attorney regarding the terms of this Agreement; (c) Employee has consulted with, or has had sufficient opportunity to consult with, an attorney of Employee’s own choosing regarding the terms of this Agreement; (d) any and all questions regarding the terms of this Agreement have been asked and answered to Employee’s complete satisfaction; (e) Employee has read this Agreement and fully understands its terms and their import; (f) except as provided by this Agreement, Employee has no contractual right or claim to the benefits and payments described herein; (g) the consideration provided for herein is good and valuable; and (h) Employee is entering into this Agreement voluntarily, of Employee’s own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.

EXECUTED in                                            , this day of                                           , 20                     .

EMPLOYEE

EXECUTED in                                           , this day of                                           , 20                     .

JDA Software Group, Inc.

By:

Name:

Title:

EXHIBIT C

Employee Innovations and Proprietary Rights Assignment Agreement

Confidentiality Agreement

July 19, 2009

Mr. Pete Hathaway
5827 E. Sanna Street
Paradise Valley, AZ 85253

Dear Pete:

This letter agreement (“Agreement”) sets forth and confirms certain understandings between you and JDA Software Group, Inc., a Delaware corporation and its current and future affiliates (collectively, “JDA”), and third parties who have provided confidential information to JDA (“Third-Party Beneficiaries”) with respect to your employment with JDA Software, Inc. and your responsibilities and obligations to JDA. Your signature of this Agreement is a condition of your employment with JDA.

JDA’s disclosure of confidential information to you is conditioned upon and in consideration for your entering into this Agreement. This Agreement is intended to protect important interests of JDA and the Third-Party Beneficiaries, particularly their interests in valuable technology, customers, personnel, business interests and confidential information that JDA has acquired or obtained access to over the years.

During your employment, you will obtain access to information regarding the business of JDA and which is confidential to JDA or Third-Party Beneficiaries (“Confidential Information”). “Confidential Information” includes but is not limited to:

(1)	Application, data base, and other computer software developed or acquired by JDA, whether now or existing in the future, and all modifications, enhancements and versions of the software and all options available with respect to the software, and all future products developed or derived from the software;
(2)	Source and object codes, flowcharts, algorithms, coding sheets, routines, sub-routines, design concepts and related documentation and manuals;
(3)	Marketing techniques and arrangements, mailing lists, purchasing information, pricing policies, quoting procedures, financial information, customer and prospect names and requirements, employee, customer, supplier and distributor data and other materials and information relating to JDA’s business and activities and the manner in which JDA does business;
(4)	Discoveries, concepts and ideas including, without limitation, the nature and results of research and development activities, processes, formulas, inventions, computer-related equipment or technology, techniques, “know-how”, designs, drawings and specifications;
(5)	Organizational charts, internal telephone lists and employee directories, salary information, benefits, and other personnel information that is not publicly available;
(6)	Any other materials or information related to the business or activities of JDA that are not generally known to others engaged in similar businesses or activities;
(7)	All ideas which are derived from or relate to your access to or knowledge of any of the above enumerated materials and information; and

Page 1 of 4

Confidentiality Agreement

(8) Any materials or information related to the business or activities of the Third-Party Beneficiaries that are received by JDA in confidence or subject to nondisclosure or similar covenants, including without limitation, confidential proprietary business records, financial information, trade secrets, strategies, methods and practices of licensees of JDA software.

Confidential Information does not include inventions or other confidential information, if any, listed on Exhibit A of this Agreement.

Maintaining the confidentiality of the Confidential Information is of utmost importance to JDA. Accordingly, you agree that, except in the performance of your duties as an employee of JDA, from and after the date of this Agreement (including after the termination of your relationship with JDA, for whatever reason), you will not disclose to any person, association, firm, corporation or other entity in any manner, directly or indirectly, any of the Confidential Information (in whatever form), received, acquired, or developed by you through your association with JDA, or use, or permit any person, association, corporation or other entity to use, in any manner, directly or indirectly, any such Confidential Information.

You acknowledge that any computer programs, documentation or other copyrightable works created in whole or in part by you during your employment with JDA are “works made for hire” under the United States Copyright Act, 17 U.S.C. § 101, and become part of the Confidential Information.

Confidential Information that you make, conceive, discover or develop, whether alone or jointly with others, at any time during your employment with JDA, whether at the request or upon the suggestion of JDA or otherwise, are the sole and exclusive property of JDA if such items relate to or are useful in connection with any business now or hereafter carried on or contemplated by JDA, including developments or expansions of JDA’s present field of operations. You must promptly disclose to JDA all Confidential Information made, conceived, discovered, or developed in whole or in part by you for JDA during your employment with JDA and to assign to JDA any right, title or interest you may have in such Confidential Information. You agree to execute any instruments and to do all other things reasonably requested by JDA (both during and after your employment with JDA) in order to vest more fully in JDA all ownership rights in those items hereby transferred by you to JDA. If any one or more of such items are protectible by copyright, and are deemed in any way to fall within the definition of “work made for hire”, as that term is defined in 17 U.S.C. § 101, such works shall be considered “works made for hire”, the copyright of which shall be owned solely, completely and exclusively by JDA. If any one or more of the items are protectible by copyright and are not considered to be included in the categories of works covered by the “work made for hire” definition contained in 17 U.S.C. § 101, such works shall be deemed to be assigned and transferred completely and exclusively to JDA by virtue of your execution of this letter.

You agree to maintain the confidentiality of the Confidential Information during your employment and perpetually after the date of your termination. This Agreement shall be binding upon you and JDA, and its successors and assigns and shall inure to the benefit of JDA and the Third-Party Beneficiaries. JDA’s failure to require performance of your obligations under this Agreement does not affect the right of JDA to enforce any provisions of this Agreement at a subsequent time, and does not constitute a waiver of any rights arising out of any subsequent or prior breach.

Upon voluntary or involuntary termination of your employment with JDA, you agree to sign an acknowledgement that the obligations set forth herein pertaining to Confidential Information shall continue beyond the last day of your employment at JDA. This Agreement (a) may not be modified orally, but only by written agreement signed by you and JDA’s President; (b) contains the entire understanding between you and JDA with respect to this subject matter, and (c) supersedes any prior agreements on this subject. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement.

Page 2 of 4

Confidentiality Agreement

Nothing in this Agreement should be construed as a guarantee that your employment will continue for any specific period of time. This Agreement does not create or imply a contract of employment or constitute a promise of employment or continued employment. Your employment with JDA remains “at-will” unless you and JDA have signed a separate contract of employment expressly and explicitly modifying your status as an at-will employee.

You must not use or disclose your own or any other party’s confidential or proprietary documents, materials, or information to JDA or any third party in the course of performing your duties as an employee of JDA, unless the owner of the information has authorized the use or disclosure.

When your relationship with JDA ends (regardless of the reason), and earlier if JDA requests, you must immediately return to JDA all materials, correspondence, documents and other writings, computer programs and printouts, and other information in written, graphic, magnetic, optical, computerized or other form, which relate to or reflect any Confidential Information, or the business of JDA, and you must not retain any copies thereof, regardless of where or by whom such materials and information were kept or prepared.

This Agreement shall be governed by and construed in accordance with the laws of Arizona. Any suit, legal action or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in the State of Arizona. You agree to submit to personal jurisdiction in the foregoing courts and to venue in those courts. You further agree to waive all legal challenges and defenses to the propriety of a forum in Arizona, and to the application of Arizona law therein.

By signing below, you acknowledge that you understand and agree to the terms contained in this Agreement, and that you are freely and voluntarily entering into this Agreement.

ACCEPTED AND AGREED:

Name

Page 3 of 4

Confidentiality Agreement

EXHIBIT A

JDA Software Group, Inc.
14400 North 87^th Street
Scottsdale, Arizona 85260-3649

Dear Sir or Madam:

1. The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by JDA Software Group, Inc. (the “Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by the Company, that I desire to remove from the operation of the Company’s Proprietary Information and Inventions Agreement.

                                             No inventions or improvements.

                                             See below:

                                             Additional sheets attached.

     2. I propose to bring to the Company, as part of my employment, the following materials and documents of a former employer:

                                             No materials or documents.

                                             See below:

Employee

Page 4 of 4

EX-10.2

Exhibit 10.2

Certain confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***]. This exhibit (containing the non-public information) has been filed separately with the Secretary of the Securities and Exchange Commission without redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934.

EXECUTIVE EMPLOYMENT AGREEMENT

     This Executive Employment Agreement (“Agreement”) is made effective as of August 18, 2009 (“Effective Date”), by and between JDA Software Group, Inc., a Delaware corporation (“Company”) and Jason B. Zintak (“Executive”) (either party individually, a “Party”; collectively, the “Parties”).

     WHEREAS, Company desires to retain the services of Executive as Executive Vice President, Sales & Marketing;

     WHEREAS, the Parties desire to enter into this Agreement to set forth the terms and conditions of Executive’s employment by Company and to address certain matters related to Executive’s employment with Company;

     NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the Parties hereto agree as follows:

     1. Employment. Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.

     2. Duties.

          2.1 Position. Executive is hereby employed as Executive Vice President, Sales & Marketing of the Company. In his capacity as Executive Vice President, Sales & Marketing, Executive shall report directly to the Company’s Chief Executive Officer (“CEO”), and shall have the duties and responsibilities assigned by the CEO as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Executive shall be a member of the JDA Leadership Team.

          2.2 Standard of Conduct/Full-time. During the term of this Agreement, Executive will act loyally and in good faith to discharge the duties of Executive Vice President, Sales & Marketing, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act solely on behalf of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company, unless Executive notifies the CEO in advance of Executive’s intent to engage in other paid work and receives the CEO’s express written consent to do so; provided, however, that Executive shall not need such consent to (A) serve on civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of the Company in accordance with this Agreement. Executive shall also not need consent to serve as a member of the board of directors of one (1) company which is not a Restricted Business (as defined in Section 9.2) any time after 12 months following the Effective Date.

          2.3 Work Location. Executive will initially continue to reside in and work from Atlanta, Georgia. Executive agrees to relocate to Scottsdale within a reasonable period of time. The Company will be flexible on the timeline, giving due consideration to the current real estate market and its impact on Executive’s personal, residential real estate holdings in Atlanta. Commencing twelve (12) months after the Effective Date, Company will have the right to require Executive to relocate to Company’s corporate headquarters in Scottsdale, Arizona upon twelve (12) months prior written notice. Executive will be eligible for relocation benefits pursuant to JDA’s relocation program.

     3. At-Will Employment. Executive’s employment with the Company is at-will and not for any specified period and may be terminated at any time, with or without cause (as defined below) or advance notice, by either Executive or the Company subject to the provisions regarding termination set forth below in Section 7. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and the Company, and must be approved by the Company’s CEO and the Company’s Board of Directors. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship

     4. Compensation.

          4.1 Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a salary of $375,000 per year (“Base Salary”), payable in equal monthly installments and in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions.

          4.2 Equity. As an inducement to join the Company, Executive will receive the following equity awards (the “Inducement Awards”): (a) an award of 50,000 restricted stock units subject to the terms and conditions set forth in the Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement attached hereto as Exhibit A-1, (b) an award of 50,000 restricted stock units that will vest over three years based upon the achievement of performance milestones to be agreed upon by the Company and Executive within 90 days of the commencement of Executive’s employment with the Company subject to the terms and conditions set forth in the Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement, substantially in the form attached hereto as Exhibit A-2, and (c) an award of 30,000 performance shares subject to the terms and conditions set forth in the Notice of Grant of Performance Shares and 2009 Performance Share Agreement attached hereto as Exhibit A-3. Unless otherwise requested by Executive reasonably in advance of the date on which any tax withholding obligation arises, the Company will satisfy its tax withholding obligation with respect to the Inducement Awards as set forth in the applicable agreements attached in such exhibits. Subject to approval by Company’s Board of Directors (the “Board”), Company may from time to time grant to Executive various forms of equity awards of Company’s common stock (the “Equity Awards”); provided, however, that for the Company’s 2010, 2011 and 2012 fiscal years, Executive shall be guaranteed a target award of 50,000 performance shares pursuant to the Company’s annual performance share program. The Equity Awards will be subject to the terms and conditions of Company’s 2005 Performance Incentive Plan, or any other subsequent employee equity plan approved in the future by the Board and, if applicable, the Company’s shareholders, as designated by the Board (the “Plan”). The Inducement Awards and the Equity Awards will be subject to the terms and conditions contained in the applicable forms of award agreement adopted by the Board and certain vesting acceleration provisions described in this Agreement.

          4.3 Incentive Compensation. In addition, Executive will also be eligible to receive annual incentive compensation subject to the terms and conditions contained in the Executive Bonus Plan, which is approved by the Board and is subject to amendment from time to time by the Board in its sole and absolute discretion (a “Bonus”). For 2009, the Company will guarantee that Executive will receive a minimum Bonus equal to 50% of the portion of Executive’s annual target bonus rate of $450,000, prorated for the actual time Executive is employed by the Company during 2009. For subsequent fiscal years, Executive will have a minimum annual target Bonus of $450,000. Unless otherwise provided herein, the payment of any Bonus pursuant to this Section 4.3 shall be made in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions.

-2-

          4.4 Performance and Salary Review. The Board will periodically review Executive’s performance on no less than an annual basis. Adjustments to Base Salary or other compensation, if any, will be made by the Board in its sole and absolute discretion.

     5. Customary Fringe Benefits and Facilities. Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company’s benefit plan documents. Notwithstanding the Company’s policies, Executive will receive four (4) weeks of paid vacation annually. Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive; provided, however, that during the period of employment under this Agreement, Executive and his spouse and eligible dependents shall be entitled to receive all benefits of employment generally available to other members of Company’s management and those benefits for which key executives are or shall become eligible, when and as Executive becomes eligible therefore, including, without limitation, group health, life and disability insurance benefits and participation in Company’s 401 (k) plan.

     6. Business Expenses. Executive will be reimbursed for all reasonable, out-of pocket business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies. Any reimbursement Executive is entitled to receive shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and (c) not be subject to liquidation or exchange for another benefit.

     7. Termination of Executive’s Employment.

          7.1 Termination for Cause or Disability by Company; Death. Company may terminate Executive’s employment immediately at any time for Cause or following Executive’s Disability (as defined below). Executive’s employment shall terminate automatically upon Executive’s death. For purposes of this Agreement, “Cause” is defined as: (a) theft, dishonesty, or intentional falsification of any employment or Company records; improper disclosure of Company’s confidential or proprietary information; (b) Executive’s conviction (including any plea of guilty or nolo contendere) for any criminal act that materially impairs his ability to perform his duties for Company; (c) willful misconduct or breach of fiduciary duty for personal profit by Executive, (d) Executive’s material failure to abide by the Company’s code of conduct or code of ethics policies resulting in demonstrable injury to the Company or its reputation, or (e) a material breach of this Agreement by Executive which is not cured within thirty (30) days of receipt by Executive of reasonably detailed written notice from Company. For purposes of this Agreement, “Disability” shall have the meaning assigned to it in the group long term disability insurance policy maintained by the Company for the benefit of its employees. In the absence of such a policy, “Disability” means that, as a result of Executive’s mental or physical illness, Executive is unable to perform (with or without reasonable accommodation in accordance with the Americans with Disabilities Act) the duties of Executive’s position pursuant to this Agreement for a continuous period of three (3) months. In the event Executive’s employment is terminated in accordance with this Section 7.1, Executive shall be entitled to receive only unpaid Base Salary then in effect, prorated to the date of termination, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished. Except as specifically set forth in this Section 7.1, Executive will not be entitled to receive the Severance Benefits described in Section 7.2, below.

          7.2 Termination Without Cause by Company; Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time on sixty (60) days’ advance written notice to Executive. In the event of such termination, Executive will receive the unpaid Base

-3-

Salary then in effect, prorated to the effective date of termination, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof. In addition, the Company shall (X) pay a lump sum on the forty-fifth (45^th) day following such termination in an amount equal to his Base Salary for twenty-four (24) months from the termination date plus one year’s target Bonus pursuant to Section 4.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if he had not been terminated and if all performance based milestones were achieved at the 100% level by both Company and the Executive, such Bonus to be, solely for the purpose of defining Severance Benefits, not less than $450,000; and (Y) cause the immediate acceleration of the vesting of all outstanding earned-but-unvested Equity Awards (such amounts and accelerated vesting, together with any amounts to which Executive is entitled pursuant to Sections 5 or 6 hereof as of the date of termination, shall be referred to herein as the “Severance Benefits”), provided that (A) Executive executes a full general release, releasing all claims, known or unknown, that Executive may have against Company arising out of or any way related to this Agreement or Executive’s employment or termination of employment with Company and such release has become effective in accordance with its terms prior to the forty-fifth (45^th) day following such termination, in substantially the form attached hereto as Exhibit A, or in another form that is acceptable to Company in its sole discretion, and (B) the Severance Benefits shall be subject to Section 7.6 below. For purposes of this agreement, an “earned-but-unvested Equity Award” means an Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive’s service with the Company has continued through a specified date, and with respect to such Equity Award the condition specified in clause (i) of this sentence has been satisfied but the condition specified in clause (ii) of this sentence has not been satisfied. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment. The provisions of this Section 7.2 shall not apply to termination of Executive’s employment by reason of death or Disability.

          7.3 Termination for Good Reason by Executive; Severance. Executive may terminate Executive’s employment under this Agreement for Good Reason (defined below) at any time on five (5) days’ advance written notice to Company given within one hundred eighty (180) days following the initial existence of a condition constituting Good Reason. In the event of such termination for Good Reason, Executive will receive the unpaid Base Salary then in effect, prorated to the effective date of termination together with any amounts to which Executive is entitled pursuant to Sections 5 and 6 hereof. In addition, Executive will be entitled to receive the Severance Benefits described in Section 7.2, above, provided that Executive complies with the conditions to receiving the Severance Benefits described in Sections 7.2(A) and 7.2(B), above. All other Company obligations to Executive will be automatically terminated and completely extinguished upon termination of employment. For purposes of this Agreement, “Good Reason” is defined as the occurrence and continuation of any of the following conditions, provided that Executive has delivered written notice to the Company of such condition within ninety (90) days after its initial existence and the Company has failed to cure such condition within thirty (30) days following such written notice:

                    (a) a material, adverse change in Executive’s authority, responsibilities or duties;

                    (b) the relocation of Executive’s work place for Company over Executive’s written objection, to a location more than thirty (30) miles from (i) Atlanta, Georgia, prior to Executive’s relocation to Scottsdale, Arizona, or (ii) Scottsdale, Arizona, following Executive’s relocation as contemplated by Section 2.3;

                    (c) a failure to pay, or any material reduction of Executive’s Base Salary or Executive’s Bonus without Executive’s written consent (subject to applicable performance requirements with respect to the actual amount of Bonus earned by Executive); or

-4-

                    (d) any material breach of this Agreement by Company that is not cured within thirty (30) days of Company’s receipt of written notice from Executive specifying the material breach of this Agreement.

          7.4 Voluntary Resignation by Executive. Executive may voluntarily resign Executive’s position with Company for any reason, at any time after the Effective Date, on five (5) days’ advance written notice. In the event of Executive’s resignation, Executive will be entitled to receive only the Base Salary for the five-day notice period and no other amount (other than amounts to which Executive is entitled pursuant to Section 5 or 6 hereof). All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished upon termination of employment. In addition, Executive will not be entitled to receive any other Severance Benefits described in Section 7.2, above. The provisions of this Section 7.4 shall not apply to Executive’s resignation for Good Reason.

          7.5 Forfeiture of Severance Benefits. The right of Executive to receive or to retain Severance Benefits pursuant to Section 7.2 or Section 7.3 shall be subject to Executive’s continued compliance with the Covenants (as defined in Section 12). In the event that Executive breaches any of the Covenants, the Company shall have the right to (a) terminate any further provision of Severance Benefits not yet paid or provided, (b) seek reimbursement from Executive for any and all such Severance Benefits previously paid or provided to Executive, (c) recover from Executive all shares of stock of the Company the vesting of which was accelerated by reason of the Severance Benefits (or the proceeds therefrom, reduced by any exercise or purchase price paid to acquire such shares), and (d) to immediately cancel all Equity Awards the vesting of which was accelerated by reason of the Severance Benefits.

     8. No Conflict of Interest. During the term of Executive’s employment with Company, Executive must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. If the Board reasonably believes such a conflict exists during the term of this Agreement, the Board may ask Executive to choose to discontinue the other work or resign employment with Company.

     9. Post-Termination Non-Competition.

          9.1 Consideration For Promise To Refrain From Competing. Executive agrees that Executive’s services are special and unique, that Company’s disclosure of confidential, proprietary information and specialized training and knowledge to Executive, and that Executive’s level of compensation and benefits are partly in consideration of and conditioned upon Executive not competing with Company. Executive acknowledges that such consideration is adequate for Executive’s promises contained within this Section 9.

          9.2 Promise To Refrain From Competing. Executive understands Company’s need for Executive’s promise not to compete with Company is based on the following: (a) Company has expended, and will continue to expend, substantial time, money and effort in developing its proprietary information; (b) Executive will in the course of Executive’s employment develop, be personally entrusted with and exposed to Company’s proprietary information; (c) both during and after the term of Executive’s employment, Company will be engaged in the highly competitive retail demand chain software industry; (d) Company provides products and services nationally and internationally; and (e) Company will suffer great loss and irreparable harm if Executive were to enter into competition with Company. Therefore, in exchange for the consideration described in Section 9.1 above, Executive agrees that for the period of nine (9) months following the date Executive ceases to render services to Company (the “Covenant Period”), Executive will not either directly or indirectly, whether as an owner, director, officer, manager,

-5-

consultant, agent or employee: (i) work for a competitor of Company, which is defined to include those entities or persons in the business of developing, marketing, selling and supporting software specifically designed for businesses in the retail and consumer packaged goods markets in any country in which Company does business (the “Restricted Business”) or (ii) make or hold during the Covenant Period any investment in any Restricted Business, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 1% of the listed or traded stock of any publicly held corporation. For purposes of this Section 9, the term “Company” shall mean and include Company, any subsidiary or affiliate of Company, any successor to the business of Company (by merger, consolidation, sale of assets or stock or otherwise) and any other corporation or entity of which Executive may serve as a director, officer or employee at the request of Company or any successor of Company. For the avoidance of doubt, Restricted Business shall not include a company that develops, markets, sells or supports software that applies to a variety of vertical markets (“Cross Vertical Solutions”) where the company may have customized its Cross Vertical Solutions for the retail and consumer packaged goods markets, but does not have software that is primarily targeted to the retail and consumer packaged goods markets.

          9.3 Reasonableness of Restrictions. Executive represents and agrees that the restrictions on competition, as to time, geographic area, and scope of activity, required by this Section 9 are reasonable, do not impose a greater restraint than is necessary to protect the goodwill and business interests of Company, and are not unduly burdensome to Executive. Executive expressly acknowledges that Company competes on an international basis and that the geographical scope of these limitations is reasonable and necessary for the protection of Company’s trade secrets and other confidential and proprietary information. Executive further agrees that these restrictions allow Executive an adequate number and variety of employment alternatives, based on Executive’s varied skills and abilities. Executive represents that Executive is willing and able to compete in other employment not prohibited by this Agreement.

          9.4 Reformation if Necessary. In the event a court of competent jurisdiction determines that the geographic area, duration, or scope of activity of any restriction under this Section 9 and its subsections is unenforceable, the restrictions under this section and its subsections shall not be terminated but shall be reformed and modified to the extent required to render them valid and enforceable. Executive further agrees that the court may reform this Agreement to extend the Covenant Period by an amount of time equal to any period in which Executive is in breach of this covenant.

     10. Confidentiality and Proprietary Rights. Executive agrees to read, sign and abide by Company’s Employee Innovations and Proprietary Rights Assignment Agreement, which was previously executed by Executive and incorporated herein by reference.

     11. Nonsolicitation.

          11.1 Nonsolicitation of Customers or Prospects. Executive acknowledges that information about Company’s customers is confidential and constitutes trade secrets. Accordingly, Executive agrees that during the term of this Agreement and the Covenant Period, Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects (defined as prospective customers who had received a written proposal from the Company for Company products or services within the past 12 months) by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

          11.2 Nonsolicitation of Company’s Employees. Executive agrees that during the term of this Agreement and the Covenant Period, Executive will not, either directly or indirectly, separately or

-6-

in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging, hiring or attempting to hire any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company.

     12. Injunctive Relief. Executive acknowledges that Executive’s breach of the covenants contained in Sections 9-11 (collectively “Covenants”) would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall, in addition to the action it is authorized to take pursuant to Section 7.6, be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

     13. Agreement to Arbitrate. To the fullest extent permitted by law, Executive and Company agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement, the employment relationship between Company and Executive and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. Claims for breach of Company’s Employee Innovations and Proprietary Rights Agreement, workers’ compensation, unemployment insurance benefits and Company’s right to obtain injunctive relief pursuant to Section 12 above are excluded. For the purpose of this agreement to arbitrate, references to “Company” include all parent, subsidiary or related entities and their employees, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this Agreement shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of Company.

          13.1 Initiation of Arbitration. Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.

          13.2 Arbitration Procedure. The arbitration will be conducted in Maricopa County, Arizona, by a single neutral arbitrator and in accordance with the then current rules for resolution of employment disputes of the American Arbitration Association (“AAA”). The parties are entitled to representation by an attorney or other representative of their choosing. The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of Arizona, and only such power, and shall follow the law. The parties agree to abide by and perform any award rendered by the arbitrator. Judgment on the award may be entered in any court having jurisdiction thereof.

          13.3 Costs of Arbitration. Each party shall bear one half the cost of the arbitration filing and hearing fees, and the cost of the arbitrator.

     14. Mandatory Reduction of Payments in Certain Events.

          14.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being

-7-

subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made in such a manner as to maximize the economic present value of all Payments actually made to Executive, determined by the Determination Firm as defined in Section 14.2 below.

          14.2 The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to Section 14.1(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or compensation consulting firm mutually acceptable to the Company and Executive (the “Determination Firm”) which shall provide detailed supporting calculations. Any determination by the Determination Firm shall be binding upon the Company and Executive.

          14.3 In the event that the provisions of Internal Revenue Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 14 shall be of no further force or effect.

     15. General Provisions.

          15.1 Successors and Assigns. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid, which assumes and agrees to perform this Agreement by operation of law, or otherwise.

          15.2 Waiver. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

          15.3 Attorneys’ Fees. The Company will reimburse Executive’s legal counsel fees in connection with the negotiation of this Agreement not to exceed $15,000. Any reimbursement of attorney’s fees to which Executive is entitled and which are treated for federal income tax purposes as compensation shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and (c) not be subject to liquidation or exchange for another benefit.

          15.4 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

          15.5 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of

-8-

construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

          15.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Arizona. Each party consents to the jurisdiction and venue of the state or federal courts in Maricopa County, Arizona, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement.

          15.7 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below, or such other address as either party may specify in writing.

          15.8 Survival. Sections 8 (“No Conflict of Interest”), 9 (“Post-Termination Non-Competition”), 10 (“Confidentiality and Proprietary Rights”), 11 (“Nonsolicitation”), 12 (“Injunctive Relief’), 13 (“Agreement to Arbitrate”), 14 (“General Provisions”) and 15 (“Entire Agreement”) of this Agreement shall survive Executive’s employment by Company.

          15.9 Application of Section 409A.

                    (a) Notwithstanding anything set forth in this Agreement to the contrary, no amount payable on account of Executive’s termination of employment with the Company pursuant to this Agreement which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Internal Revenue Code (the “Section 409A Regulations”) shall be paid unless and until Executive has incurred a “separation from service” within the meaning of the Section 409A Regulations. Furthermore, to the extent that Executive is a “specified employee” within the meaning of the Section 409A Regulations as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation within the meaning of the Section 409A Regulations which is payable on account of Executive’s separation from service shall paid to Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

                    (b) The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code. The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Internal Revenue Code. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement.

     16. Entire Agreement. This Agreement, together with the Plan and any agreement evidencing an Equity Award described in Section 4.2, the Executive Bonus Plan described in Section 4.3, the Employee Innovations and Proprietary Rights Assignment Agreement described in Section 10, the Inducement Awards documents set forth in Exhibits A-1, A-2 and A-3 and the Form of Confidential Separation and Release Agreement attached hereto as Exhibit B, constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Executive and the Board of Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

-9-

[The remainder of this page is intentionally left blank.]

-10-

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	EXECUTIVE
Dated: July 30, 2009	/s/ Jason B. Zintak
	Jason B. Zintak
	32 Interlochen Dr., Atlanta, GA 30342
	ADDRESS
	COMPANY
Dated:	By:	/s/ Hamish Brewer
		Hamish Brewer, CEO

[Signature Page to Executive Employment Agreement]

EXHIBIT A-1

Time-Vesting Restricted Stock Unit Award:

Notice of Grant of Restricted Stock Units

and

Restricted Stock Units Agreement

JDA SOFTWARE GROUP, INC.
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(NON-PLAN AWARD)

     JDA Software Group, Inc. (the “Company”) has granted to Jason B. Zintak (the “Participant”) an award of Restricted Stock Units (the “Award”), each of which represents the right to receive on the applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and conditions set forth in this Notice of Grant of Restricted Stock Units (the “Grant Notice”) and the Restricted Stock Units Agreement attached hereto (the “Agreement”).

Date of Grant:	August 18, 2009
Number of Restricted Stock Units:	50,000, subject to adjustment as provided by the Agreement.
Initial Vesting Date:	August 18, 2010
	For each Unit, except as otherwise provided by the Agreement, the date on which such Unit becomes a Vested Unit in accordance with the vesting schedule set forth below.

Vested Units: Except as provided by the Agreement and provided that the Participant’s Service has not terminated prior to the relevant date except as otherwise provided below, the number of Vested Units (disregarding any resulting fractional Unit) as of any date is determined by multiplying the Number of Restricted Stock Units by the “Vested Ratio” determined as of such date as follows:

		Vested Ratio
	Prior to Initial Vesting Date		0
	On Initial Vesting Date		1/3
	Plus
	For each additional full month of the Participant’s continuous Service following the Initial Vesting Date until the Vested Ratio equals 1/1, an additional		1/36
Accelerated Vesting:	In the event that the Participant becomes entitled to “Severance Benefits” in accordance with either Section 7.2 or Section 7.3 of the Employment Agreement, then the vesting of all Restricted Stock Units which are not Vested Units as of the date of the Participant’s termination of employment shall accelerate in full and all such Restricted Stock Units shall be deemed Vested Units effective on the forty-fifth day following the date of the Participant’s termination of employment.
Employment Agreement:	That certain Executive Employment Agreement by and between the Company and the Participant, dated August 18, 2009.

[Remainder of page intentionally blank.]

     By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Agreement attached to and made a part of this document. The Participant acknowledges receipt of the Agreement and the prospectus for this Award. The Participant further acknowledges that this Award has not been granted pursuant to the Company’s 2005 Performance Incentive Plan. The Participant represents that the Participant has read and is familiar with the provisions of the Agreement, and hereby accepts the Award subject to all of its terms and conditions.

JDA SOFTWARE GROUP, INC.		PARTICIPANT
By:
		Signature
Its:
		Date
Address:	14400 N. 87th Street Scottsdale, AZ 85260	Address

ATTACHMENTS: Restricted Stock Units Agreement and Award Prospectus

JDA SOFTWARE GROUP, INC.
RESTRICTED STOCK UNITS AGREEMENT
(NON-PLAN AWARD)

     JDA Software Group, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. This Award has not been granted pursuant to the JDA Software Group, Inc. 2005 Performance Incentive Plan or any other stock-based compensation plan of the Company in reliance on NASDAQ Marketplace Rule 5635(c)(4). 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 and a prospectus for the Award prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Award Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice and this Agreement 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 or this Agreement.

     1. Definitions and Construction.

          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice.

               (a) “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), other than (1) a trustee or other fiduciary holding stock of the Company under an employee benefit plan of a Participating Company or (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of stock of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then-outstanding voting stock; or

                    (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 1.1(h)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or

                    (iii) a liquidation or dissolution of the Company.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more

corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

               (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

               (c) “Committee” means the Compensation Committee or other committee of the Board of Directors of the Company (the “Board”) duly appointed to administer the Award and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Award, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

               (d) “Company” means JDA Software Group, Inc., a Delaware corporation, or any successor corporation thereto.

               (e) “Dividend Equivalent Units” mean additional Restricted Stock Units credited pursuant to Section 3.3.

               (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

               (g) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

                    (i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

                    (ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.

2

               (h) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

               (i) “Participating Company” means the Company or any parent corporation or subsidiary corporation the Company.

               (j) “Participating Company Group” means, at any point in time, all entities collectively which are then Participating Companies.

               (k) “Service” means the Participant’s employment or service with the Participating Company Group, whether in the capacity of an employee, a director or a consultant. The Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, the Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Award. The Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

               (l) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 9.

               (m) “Units” mean the Restricted Stock Units originally granted pursuant to the Award and the Dividend Equivalent Units credited pursuant to the Award, as both shall be adjusted from time to time pursuant to Section 9.

          1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

     2. Administration.

          All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation,

3

or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election.

     3. The Award.

          3.1 Grant of Restricted Stock Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 3.3 and Section 9. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock.

          3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered and/or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units.

          3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the total number of Restricted Stock Units and Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

     4. Vesting of Units.

          4.1 Normal Vesting. Except as provided in Section 4.2, the Restricted Stock Units shall vest and become Vested Units as provided in the Grant Notice. Dividend Equivalent Units shall become Vested Units at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

          4.2 Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may either assume the Company’s rights and obligations with respect to outstanding Units or substitute for outstanding Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section 4.2, a Unit shall be deemed assumed if, following the Change in Control, the Unit confers the right to receive, for each share of Stock subject to the Unit immediately prior to the Change in Control, the consideration

4

(whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled. In the event the Acquiror elects not to assume or substitute for the outstanding Units in connection with a Change in Control, the vesting of the Units shall be accelerated in full and the total number of Units subject to the Award shall be deemed Vested Units effective as of the date of the Change in Control, provided that the Participant’s Service has not terminated prior to such date. The vesting Units that was permissible solely by reason of this Section 4.2 shall be conditioned upon the consummation of the Change in Control. Notwithstanding the foregoing, the Board may, in its discretion, determine that upon a Change in Control, each Vested Unit (and each unvested Unit if so determined by the Board) outstanding immediately prior to the Change in Control shall be canceled in exchange for payment with respect to each Unit upon its cancellation in (a) cash, (b) stock of the Company or the Acquiror or (c) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control (subject to any required tax withholding).

          4.3 Federal Excise Tax Under Section 4999 of the Code.

               (a) Excess Parachute Payment. In the event that any acceleration of vesting pursuant to this Agreement and any other payment or benefit received or to be received by the Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an excess parachute payment under Section 280G of the Code, the Participant may elect, in his or her sole discretion, to reduce the amount of any acceleration of vesting called for under this Agreement in order to avoid such characterization.

               (b) Determination by Independent Accountants. To aid the Participant in making any election called for under Section 4.3(a), in connection with any event that might reasonably be anticipated to give rise to the acceleration of vesting under Section 4.3(a), the Company shall promptly request a determination in writing by independent public accountants selected by the Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this section.

     5. Company Reacquisition Right.

          5.1 Grant of Company Reacquisition Right. In the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor (the

5

“Company Reacquisition Right”), subject to the provisions of any employment, service or other agreement between the Participant and a Participating Company referring to this Award.

          5.2 Ownership Change Event. For purposes of determining the number of Vested Units following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.

     6. Settlement of the Award.

          6.1 Issuance of Shares of Stock. Subject to the provisions of Section 6.3 below, the Company shall issue to the Participant, on the Settlement Date with respect to each Unit to be settled on such date, one (1) share of Stock. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3.

          6.2 Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

          6.3 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

          6.4 Fractional Shares. The Company shall not be required to issue fractional shares upon the settlement of the Award.

     7. Tax Withholding.

          7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees

6

to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Participating Company, if any, which arise in connection with the Award or the issuance of shares of Stock in settlement thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Company have been satisfied by the Participant.

          7.2 Withholding in Shares. Unless otherwise determined by the Company, the Company shall satisfy the tax withholding obligations (except with respect to any fractional share) of the Company or any other Participating Company by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares of Stock having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates. The Company is authorized to satisfy the tax withholding obligations, if any, remaining following the procedure described in this Section 7.2 by withholding from payroll or any other amounts payable to the Participant.

     8. Effect of Change in Control on Award.

          In the event of a Change in Control, if the Company’s rights and obligations with respect to outstanding Units are not assumed or substituted for by the Acquiror pursuant to Section 4.2 herein, the Award shall be settled in accordance with Section 6 as provided by Section 4.2.

     9. Adjustments for Changes in Capital Structure.

          Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional Unit or share resulting from an adjustment pursuant to this section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

     10. Rights as a Stockholder, Director, Employee or Consultant.

          The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly

7

authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 3.3 and Section 9. If the Participant is an employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time.

     11. Legends.

          The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this section.

     12. Compliance with Section 409A.

          It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in a deferral of compensation as described in Section 409A of the Code (“Section 409A Deferred Compensation”) shall comply in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non-compliance. In connection with effecting such compliance with Section 409A, the following shall apply:

          12.1 Required Delay in Payment to Specified Employee. If the Participant is a “specified employee” of a publicly traded corporation as defined under Section 409A(a)(2)(B)(i) of the Code, unless subject to an applicable exception under Section 409A, any payment of Section 409A Deferred Compensation in connection with a “separation from service” (as determined for purposes of Section 409A) shall not be made until six (6) months after the Participant’s separation from service (the “Section 409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the Section 409A Deferral Period, the payments of Section 409A Deferred Compensation which would otherwise have been made in the Section 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the Section 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.

          12.2 Other Delays in Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Agreement in any manner which would not be in compliance with Section 409A of the Code.

          12.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant

8

under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with Section 409A of the Code without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A of the Code.

     13. Miscellaneous Provisions.

          13.1 Termination or Amendment. The Committee may terminate or amend this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation or as provided in Section 12.3. No amendment or addition to this Agreement shall be effective unless in writing.

          13.2 Nontransferability of the Award. Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

          13.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

          13.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

          13.5 Delivery of Documents and Notices. Any document relating to the Award or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

               (a) Description of Electronic Delivery. The Award documents, which may include but do not necessarily include: the Grant Notice, this Agreement, the Award Prospectus, and any reports of the Company provided generally to the Company’s stockholders,

9

may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Award as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Award, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Award documents, as described in Section 13.5(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.5(a).

          13.6 Integrated Agreement. The Grant Notice and this Agreement, together with any employment, service or other agreement between the Participant and a Participating Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

          13.7 Applicable Law. This Agreement shall be governed by the laws of the State of Arizona as such laws are applied to agreements between Arizona residents entered into and to be performed entirely within the State of Arizona.

          13.8 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10

EXHIBIT A-2

Performance-Vesting Restricted Stock Unit Award:

Notice of Grant of Restricted Stock Units

and

Restricted Stock Units Agreement

JDA SOFTWARE GROUP, INC.
NOTICE OF GRANT OF RESTRICTED STOCK UNITS
(NON-PLAN AWARD)

     JDA Software Group, Inc. (the “Company”) has granted to Jason B. Zintak (the “Participant”) an award of Restricted Stock Units (the “Award”), each of which represents the right to receive on the applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and conditions set forth in this Notice of Grant of Restricted Stock Units (the “Grant Notice”) and the Restricted Stock Units Agreement attached hereto (the “Agreement”).

Date of Grant:	August 18, 2009, 2009
Number of Restricted Stock Units:	50,000, subject to adjustment as provided by the Agreement.
Vesting Date:	The 45th day following the end of each Performance Period specified below provided the Company has met the minimum threshold performance goal set forth below for such milestone.
Settlement Date:	For each Unit, except as otherwise provided by the Agreement, as soon as practicable following the date on which such Unit becomes a Vested Unit in accordance with the Vesting Date set forth below, provided that in no event shall the Settlement Date with respect to any Vested Unit be later than the 15th day of the third month following the later of (i) the last day of the calendar year in which such Unit becomes a Vested Unit or (ii) the last day of the Company fiscal year in which such Unit becomes a Vested Unit.

Vested Units: Except as provided by the Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested Units (disregarding any resulting fractional Unit) as of any date is determined by multiplying the Number of Restricted Stock Units by the “Vested Ratio” determined as of such date as follows:

Performance Period	Performance Milestones	Vested Units
January 1, 2010 — June 30, 2010	TBD		7,500
July 1, 2010 — December 31, 2010	TBD		7,500
January 1, 2011 — June 30, 2011	TBD		12,500
July 1, 2011 — December 31, 2011	TBD		12,500
January 1, 2012 — June 30, 2012	TBD		5,000
July 1, 2012 — December 31, 2012	TBD		5,000

Employment Agreement: That certain Executive Employment Agreement by and between the Company and the Participant, dated August 18, 2009.

     By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Agreement attached to and made a part of this document. The Participant acknowledges receipt of the Agreement and the prospectus for this Award. The Participant further acknowledges that this Award has not been granted pursuant to the Company’s 2005 Performance Incentive Plan. The Participant represents that the Participant has read and is familiar with the provisions of the Agreement, and hereby accepts the Award subject to all of its terms and conditions.

JDA SOFTWARE GROUP, INC.		PARTICIPANT
By:
		Signature
Its:
		Date
Address:	14400 N. 87th Street Scottsdale, AZ 85260	Address

ATTACHMENTS: Restricted Stock Units Agreement and Award Prospectus

EXHIBIT A-3

2009 Performance Share Award:

Notice of Grant of Performance Shares

and

2009 Performance Share Agreement

JDA SOFTWARE GROUP, INC.
NOTICE OF GRANT OF PERFORMANCE SHARES
(NON-PLAN AWARD)

JDA Software Group, Inc. (the “Company”) has granted to Jason B. Zintak (the “Participant”) an award of Performance Shares (the “Award”), each of which represents the right to receive on the applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and conditions set forth in this Notice of Grant of Performance Shares (the “Grant Notice”) and the 2009 Performance Share Agreement attached hereto (the “Agreement”).

Grant Date:	August 18, 2009	Grant No.:
Target Number of Performance Shares:	30,000, subject to adjustment as provided by the Agreement.
Maximum Number of Performance Shares:	37,250, subject to adjustment as provided by the Agreement.
Performance Period:	Company fiscal year beginning January 1, 2009 and ending December 31, 2009.
Initial Vesting Date:	January 28, 2010, provided the Company’s Audit Committee has approved the Company’s Fiscal Year 2009 financial results. If the Audit Committee has not approved the 2009 financial results by January 28, 2010, then the Initial Vesting Date shall be the 28th day of the first month beginning after the date of such approval but in no event later than December 28, 2010.
Vested Performance Shares:	Except as provided in the Agreement and provided that the Participant’s Service has not terminated prior to the relevant vesting date, the vesting of the Performance Shares shall be as follows: On the Initial Vesting Date, the applicable number of Performance Shares set forth in column 2 of the table below shall become Vested Performance Shares to the extent of the attainment of the Performance Milestone set forth in column 1 of the table, and the applicable the number of Performance Shares set forth in column 3 of the table shall be forfeited on the Initial Vesting Date. In addition, on and after the Initial Vesting Date, 1/24 of the applicable number of Performance Shares set forth in column 4 of the table below, to the extent of the attainment of the Performance Milestone set forth in column 1 of the table, shall become Vested Performance Shares for each full month of the Participant’s Service completed during the 24 month period commencing on January 28, 2010.
Settlement Date:	For each Performance Share, except as otherwise provided by the Agreement, the date on which such Performance Share becomes a Vested Performance Share in accordance with the vesting schedule set forth below.
Employment Agreement:	That certain Executive Employment Agreement by and between the Company and the Participant, dated August 18, 2009.

1	2	3	4
		# of
		Performance	# of Performance Shares
	# of Performance Shares Vesting on	Shares	Subject to Time Based
Performance Milestone	Initial Vesting Date	Forfeited	Vesting
Company’s EBITDA in fiscal year 2009:
Less than $[***]	0	Target Number of Performance Shares	0
Equal to or greater than $[***] and less than $[***]	50% x A	(Target Number of Performance Shares) — A	50% x A
Equal to or greater than $[***]and less than $[***]	50% x B	(Target Number of Performance Shares) — B (but not below zero (0))	50% x B
Equal to or greater than $[***]	62.5% x (Target Number of Performance Shares)	0	62.5% x (Target Number of Performance Shares)

*** Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

2

A = (0.5 * Target Number of Performance Shares) * (1-(([***] — FY09EBITDA) / [***]))

B = Target Number of Performance Shares + ((0.25 * Target Number of Performance Shares) * (1-(([***]— FY09EBITDA) / [***])))

By their signatures below or by electronic acceptance or authentication in a form authorized by the Company:

1. The Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Agreement, both of which are made part of this document.

2. The Participant acknowledges that this Award has not been granted pursuant to the Company’s 2005 Performance Incentive Plan.

3. The Participant acknowledges receipt of the Agreement and the prospectus for this Award.

4. The Participant represents that the Participant has read and is familiar with the provisions of the Agreement and hereby accepts the Award subject to all of its terms and conditions.

JDA SOFTWARE GROUP, INC.		PARTICIPANT
By:
		Signature
Its:
		Date
Address:	14400 N. 87th Street Scottsdale, AZ 85260	Address

ATTACHMENTS: 2009 Performance Share Agreement and Award Prospectus

*** Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request.

3

JDA SOFTWARE GROUP, INC.
2009 PERFORMANCE SHARE AGREEMENT
(NON-PLAN AWARD)

     JDA Software Group, Inc. has granted to the Participant named in the Notice of Grant of Performance Shares (the “Grant Notice”) to which this 2009 Performance Share Agreement (the “Agreement”) is attached an Award consisting of Performance Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. This Award has not been granted pursuant to the JDA Software Group, Inc. 2005 Performance Incentive Plan or any other stock-based compensation plan of the Company in reliance on NASDAQ Marketplace Rule 5635(c)(4). 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 and a prospectus for the Award prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Award Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice and this Agreement 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 or this Agreement.

     1. Definitions and Construction.

          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice.

               (a) “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), other than (1) a trustee or other fiduciary holding stock of the Company under an employee benefit plan of a Participating Company or (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of stock of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then-outstanding voting stock; or

                    (ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or, in the case of an Ownership Change Event described in Section 1.1(h)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be; or

                    (iii) a liquidation or dissolution of the Company.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more

corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

               (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

               (c) “Committee” means the Compensation Committee or other committee of the Board of Directors of the Company (the “Board”) duly appointed to administer the Award and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Award, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

               (d) “Common Shares” mean shares of Stock issued in settlement of the Award.

               (e) “Company” means JDA Software Group, Inc., a Delaware corporation, or any successor corporation thereto.

               (f) “Dividend Equivalent Shares” means additional Performance Shares credited pursuant to Section 3.3.

               (g) “EBITDA” means the Company’s earnings before income tax, depreciation and amortization as approved by the Audit Committee of the Board. EBITDA shall include the reduction in earnings resulting from the accrual of compensation expense for awards granted under the Plan, including but not limited to, Performance Shares and shall be subject to adjustment as provided by Section 4.2.

               (h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

               (i) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

                    (i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be

2

established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

                    (ii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.

               (j) “Insider Trading Policy” means the written policy of the Company pertaining to the sale, transfer or other disposition of the Company’s equity securities by members of the Board, Officers or other employees who may possess material, non-public information regarding the Company, as in effect at the time of a disposition of any Common Shares.

               (k) “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

               (l) “Participating Company” means the Company or any parent corporation or subsidiary corporation the Company.

               (m) “Participating Company Group” means, at any point in time, all entities collectively which are then Participating Companies.

               (n) “Performance Share” means a right to receive on the Settlement Date one (1) Common Share, if such Performance Share becomes a Vested Performance Share.

               (o) “Section 409A” means Section 409A of the Code and any applicable regulations or administrative guidelines promulgated thereunder.

               (p) “Section 409A Deferred Compensation” means compensation payable pursuant to the Award granted to a Participant subject to United States income taxation that constitutes nonqualified deferred compensation for purposes of Section 409A.

               (q) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 9.

          1.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

3

     2. Administration.

          All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election. The Company intends that the Award either be exempt from or comply with Section 409A (including any amendments or replacements of such section), and the provisions of this Agreement shall be construed and administered in a manner consistent with this intent.

     3. The Award.

          3.1 Grant of Performance Shares. On the Grant Date, the Participant shall acquire, subject to the provisions of this Agreement, a right to receive a number of Performance Shares which shall not exceed the Maximum Number of Performance Shares set forth in the Grant Notice, subject to adjustment as provided in Section 9. The number of Performance Shares, if any, ultimately earned by the Participant, shall be that number of Performance Shares which become Vested Performance Shares.

          3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Performance Shares or the Common Shares issued upon settlement of the Performance Shares, the consideration for which shall be past services actually rendered and/or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to the a Participating Company or for its benefit having a value not less than the par value of the Common Shares issued upon settlement of the Performance Shares.

          3.3 Dividend Equivalent Shares. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Shares determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the total number of Performance Shares and Dividend Equivalent Shares previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to Section 5.2 as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Share shall be rounded to the nearest whole number. Such additional Dividend Equivalent Shares shall be subject to the same vesting and other terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Performance Shares originally subject to the Award with respect to which they have been credited.

     4. Determination of 2009 EBITDA.

          4.1 2009 Financial Results. Following completion of the Performance Period, the Audit Committee of the Board shall approve the Company’s 2009 financial results, and

4

following such approval, the Committee shall determine in accordance with the schedule set forth in the Grant Notice the resulting number of Performance Shares which shall become Vested Performance Shares on the Initial Vesting Date and the number of Performance Shares subject to time-based vesting, subject to the Participant’s continued Service through the vesting period, except as otherwise provided by Section 5. The Company shall promptly notify the Participant of the determination by the Committee.

          4.2 Adjustment to EBITDA for Extraordinary Items. The Audit Committee of the Board shall adjust EBITDA, as it deems appropriate, to exclude the effect (whether positive or negative) of any of the following occurring after the grant of the Award: (a) a change in accounting standards required by generally accepted accounting principles or (b) any extraordinary, unusual or nonrecurring item. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of EBITDA in order to prevent the dilution or enlargement of the Participant’s rights with respect to the Award.

     5. Vesting of Performance Shares.

          5.1 Vesting. Except as provided by Section 8, the Performance Shares shall vest and become Vested Performance Shares as provided in the Grant Notice and as determined by the Committee. Dividend Equivalent Shares shall become Vested Performance Shares at the same time as the Performance Shares originally subject to the Award with respect to which they have been credited.

          5.2 Forfeiture of Unvested Performance Shares. Except as otherwise provided by Section 8, on the Initial Vesting Date, the Participant shall forfeit and the Company shall automatically reacquire all Performance Shares subject to the Award set forth in column 3 of the table in the Grant Notice. In addition, and subject to the provisions of any employment, service or other agreement between the Participant and a Participating Company, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Performance Shares which are not, as of the time of such termination, Vested Performance Shares. The Participant shall not be entitled to any payment for any forfeited Performance Shares.

     6. Settlement of the Award.

          6.1 Issuance of Common Shares. Subject to the provisions of Section 6.3 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Performance Share one (1) Common Share. Common Shares issued in settlement of Performance Shares shall be subject to restrictions as may be required pursuant to Sections 6.3, 7, 12 or the Insider Trading Policy.

          6.2 Beneficial Ownership of Common Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice Common Shares acquired by the Participant pursuant to the settlement of the Award. Except as otherwise provided by this Section 6.2, a certificate for the Common

5

Shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

          6.3 Restrictions on Grant of the Award and Issuance of Common Shares. The grant of the Award and issuance of Common Shares upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state law or foreign law with respect to such securities. No Common Shares may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Common Shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

          6.4 Fractional Shares. The Company shall not be required to issue fractional Common Shares upon the settlement of the Award. Any fractional share resulting from the determination of the number of Vested Performance Shares shall be rounded up to the nearest whole number.

     7. Tax Withholding.

          7.1 In General. At the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award or the issuance of Common Shares in settlement thereof. The Company shall have no obligation to process the settlement of the Award or to deliver Common Shares until the tax withholding obligations as described in this Section have been satisfied by the Participant.

          7.2 Withholding in Common Shares. Unless otherwise determined by the Company, the Company shall satisfy the tax withholding obligations (except with respect to any fractional share) of the Company or any other Participating Company by deducting from the Common Shares otherwise deliverable to the Participant in settlement of the Award a number of whole Common Shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates. The Company is authorized to satisfy the tax withholding obligations, if any, remaining following the procedure described in this Section 7.2 by withholding from payroll or any other amounts payable to the Participant.

6

     8. CHANGE IN CONTROL.

          8.1 Effect of Change in Control on Performance Shares. In the event of a Change in Control prior to the Initial Vesting Date and provided that the Participant’s Service has not terminated prior to the consummation of the Change in Control (except as otherwise provided below), 100% of the Target Number of Performance Shares shall become Vested Performance Shares and shall be settled in accordance with Section 6 immediately prior to (and contingent upon) the consummation of the Change in Control. In the event of a Change in Control on or after the Initial Vesting Date and provided that the Participant’s Service has not terminated prior to the consummation of the Change in Control (except as otherwise provided below), then, in addition to the number of Performance Shares which became Vested Performance Shares on the Initial Vesting Date, as provided in the Grant Notice and as determined by the Committee, 100% of the Performance Shares subject to time based vesting, as provided in the Grant Notice and as determined by the Committee, shall become Vested Performance Shares and shall be settled in accordance with Section 6 immediately prior to (and contingent upon) the consummation of the Change in Control. Notwithstanding any provision of this Agreement or the Grant Notice to the contrary, for purposes of the acceleration of vesting of the Performance Shares provided by this Section, termination of the Participant’s employment with the Company within a period of four (4) months prior to the consummation of the Change in Control either as a result of involuntary termination by the Company without Cause, as described in Section 7.2 of the Employment Agreement, or as a result of termination by the Participant for Good Reason, as described in Section 7.3 of the Employment Agreement, shall not be treated as termination of the Participant’s Service prior to the consummation of the Change in Control.

          8.2 Federal Excise Tax Under Section 4999 of the Code.

               (a) Excess Parachute Payment. In the event that any acceleration of vesting the Performance Shares and any other payment or benefit received or to be received by the Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section 280G of the Code, the Participant may elect, in his or her sole discretion, to reduce the amount of any acceleration of vesting called for by this Agreement in order to avoid such characterization.

               (b) Determination by Independent Accountants. To aid the Participant in making any election called for under Section 8.2(a), in connection with any event that might reasonably be anticipated to give rise to the acceleration of vesting under Section 8.1, the Company shall promptly request a determination in writing by independent public accountants selected by the Company (the “Accountants”). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the

7

Accountants may reasonably charge in connection with their services contemplated by this Section 8.2(b).

     9. Adjustments for Changes in Capital Structure.

          Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number of Performance Shares and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Plan Administrator, and its determination shall be final, binding and conclusive.

     10. Rights as a Stockholder or Employee.

          The Participant shall have no rights as a stockholder with respect to any Common Shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Sections 3.3 and 9. If the Participant is an employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in Service interfere in any way with any right of any Participating Company to terminate the Participant’s Service at any time.

     11. Legends.

          The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Common Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.

     12. Compliance with Section 409A.

          It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in Section 409A Deferred Compensation shall comply in all respects with the applicable requirements of Section 409A

8

(including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non-compliance. In connection with effecting such compliance with Section 409A, the following shall apply:

          12.1 Required Delay in Payment to Specified Employee. If the Participant is a “specified employee” of a publicly traded corporation as defined under Section 409A(a)(2)(B)(i) of the Code, unless subject to an applicable exception under Section 409A, any payment of Section 409A Deferred Compensation in connection with a “separation from service” (as determined for purposes of Section 409A) shall not be made until six (6) months after the Participant’s separation from service (the “Section 409A Deferral Period”). In the event such payments are otherwise due to be made in installments or periodically during the Section 409A Deferral Period, the payments of Section 409A Deferred Compensation which would otherwise have been made in the Section 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the Section 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.

          12.2 Other Delays in Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Agreement in any manner which would not be in compliance with Code Section 409A.

          12.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with Section 409A without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A.

     13. Miscellaneous Provisions.

          13.1 Termination or Amendment. The Committee may terminate or amend this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation or as provided in Section 12.3. No amendment or addition to this Agreement shall be effective unless in writing.

          13.2 Nontransferability of the Award. Prior the issuance of Common Shares on the Settlement Date, neither this Award nor any Performance Shares subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with

9

respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

          13.3 Unfunded Obligation. The Participant shall have the status of a general unsecured creditor of the Company. Any amounts payable to the Participant pursuant to the Award shall be an unfunded and unsecured obligation for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974. The Company shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations.

          13.4 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

          13.5 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

          13.6 Delivery of Documents and Notices. Any document relating to the Award or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

               (a) Description of Electronic Delivery. The Award documents, which may include but do not necessarily include: the Grant Notice, this Agreement, the Award Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Award as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Award, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

               (b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.6(a) of this Agreement and consents to the electronic delivery of the Award documents, as described in Section 13.6(a). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a

10

paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.6(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.6(a).

          13.7 Integrated Agreement. The Grant Notice and this Agreement, together with any employment, service or other agreement between the Participant and a Participating Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

          13.8 Applicable Law. This Agreement shall be governed by the laws of the State of Arizona as such laws are applied to agreements between Arizona residents entered into and to be performed entirely within the State of Arizona.

          13.9 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11

EXHIBIT B

FORM OF
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

     This Confidential Separation and Release Agreement (“Agreement”) is between Jason B. Zintak (“Employee”) and JDA Software Group, Inc. (the “Company”) (hereinafter the “parties”), and is entered into as of                                         . This Agreement will not become effective until the expiration of seven (7) days from Employee’s execution of this Agreement (the “Effective Date”).

     WHEREAS, Employee has been employed by the Company as                      and is a party to that certain Employment Agreement dated August 17, 2009, as amended by and between the Company and Employee as then in effect immediately prior to the Effective Date (the “Employment Agreement”).

     WHEREAS, the Employee’s employment with the Company was terminated effective as of (the “Termination Date”);

     WHEREAS, the Company and Employee desire to avoid disputes and/or litigation regarding Employee’s termination from employment or any events or circumstances preceding or coincident with the termination from employment; and

     WHEREAS, the Company and Employee have agreed upon the terms on which Employee is willing, for sufficient and lawful consideration, to compromise any claims known and unknown which Employee may have against the Company.

     WHEREAS, the parties desire to settle fully and finally, in the manner set forth herein, all differences between them which have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but in no way limited to, any and all claims and controversies arising out of the employment relationship between Employee and the Company, and the termination thereof;

     NOW, THEREFORE, in consideration of these recitals and the promises and agreements set forth in this Agreement, Employee’s employment with the Company will terminate upon the following terms:

     1. General Release: Employee for himself or herself and on behalf of Employee’s attorneys, heirs, assigns, successors, executors, and administrators IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES the Company and any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns, from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Employee’s employment by the Company or not, which may have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (WARN) Act, the Older Workers Benefit Protection Act, or any other municipal, local, state, or federal law, common or statutory.

     2. Covenant Not to Sue: Employee also COVENANTS NOT TO SUE, OR OTHERWISE PARTICIPATE IN ANY ACTION OR CLASS ACTION against the Company or any of the released parties based upon any of the claims released in this Agreement.

     3. Severance Terms: Upon the expiration of seven (7) days from Employee’s execution of this Agreement and provided that this Agreement has become effective in accordance with its terms, in consideration for the promises, covenants, agreements, and releases set forth herein and in the Employment Agreement, the Company agrees to pay Employee the Severance Benefits as defined in and pursuant to the Employment Agreement (the “Severance Benefits”).

     4. Right to Revoke: Employee may revoke this Agreement by notice to the Company, in writing, received within seven (7) days of the date of its execution by Employee (the “Revocation Period”). Employee agrees that Employee will not receive the benefits provided by this Agreement if Employee revokes this Agreement. Employee also acknowledges and agrees that if the Company has not received from Employee notice of Employee’s revocation of this Agreement prior to the expiration of the Revocation Period, Employee will have forever waived Employee’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have full force and effect.

     5. Acknowledgement: Employee acknowledges and agrees that: (A) except as to any Severance Benefits which remain unpaid as of the date of this Agreement, no additional consideration, including salary, wages, bonuses or Equity Awards as described in the Employment Agreement, is to be paid to him by the Company in connection with this Agreement; (B) except as provided by this Agreement, Employee has no contractual right or claim to the Severance Benefits; and, (C) payments pursuant to this Agreement shall terminate immediately if Employee breaches any of the provisions of this Agreement.

     6. Non-Admissions: Employee acknowledges that by entering into this Agreement, the Company does not admit, and does specifically deny, any violation of any local, state, or federal law.

     7. Confidentiality: Employee agrees that Employee shall not directly or indirectly disclose the terms, amount or fact of this Agreement to anyone other than Employee’s immediate family or counsel, except as such disclosure may be required for accounting or tax reporting purposes or as otherwise may be required by law.

     8. Nondisparagement: Each party agrees that it will not make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the other including, in the case of the Company, its employees, directors and stockholders.

     9. Acknowledgement of Restrictions; Confidential Information: Employee acknowledges and agrees that Employee has continuing non-competition, non-solicitation and non-disclosure obligations under the Employment Agreement and the Employee Innovations and Proprietary Rights Assignment Agreement between Employee and the Company (the “Proprietary Rights Agreement”). Employee acknowledges and reaffirms Employee’s obligation to continue abide fully and completely with all post-employment provisions of the Employment Agreement and the Proprietary Rights Agreement and agrees that nothing in this Agreement shall operate to excuse or otherwise relieve Employee of such obligations.

     11. Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and/or construed in remaining part to the full extent allowed by law, with the remaining provisions of this Agreement continuing in full force and effect.

     12. Entire Agreement: This Agreement, along with the Employment Agreement and the Proprietary Rights Agreement which are referred to above, constitute the entire agreement between the Employee and the Company, and supersede all prior and contemporaneous negotiations and agreements,

oral or written. This Agreement cannot be changed or terminated except pursuant to a written agreement executed by the parties.

     13. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, except where preempted by federal law.

     14. Statement of Understanding: By executing this Agreement, Employee acknowledges that (a) Employee has had at least twenty-one (21) or forty-five (45) days, as applicable in accordance with the Age Discrimination in Employment Act, as amended, to consider the terms of this Agreement and has considered its terms for such a period of time or has knowingly and voluntarily waived Employee’s right to do so by executing this Agreement and returning it to the Company; (b) Employee has been advised by the Company to consult with an attorney regarding the terms of this Agreement; (c) Employee has consulted with, or has had sufficient opportunity to consult with, an attorney of Employee’s own choosing regarding the terms of this Agreement; (d) any and all questions regarding the terms of this Agreement have been asked and answered to Employee’s complete satisfaction; (e) Employee has read this Agreement and fully understands its terms and their import; (f) except as provided by this Agreement, Employee has no contractual right or claim to the benefits and payments described herein; (g) the consideration provided for herein is good and valuable; and (h) Employee is entering into this Agreement voluntarily, of Employee’s own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.

EXECUTED in                                                             , this day of                                                              , 20__.

                                        
EMPLOYEE

EXECUTED in                                                             , this day of                                                              , 20__.

JDA Software Group, Inc.

By:

Name:

Title:

EX-10.4

Exhibit 10.4

SEPARATION AGREEMENT

1. Kristen L. Magnuson (“Executive”) has been employed by JDA Software Group, Inc. (the “Company”) since September 8, 1997, and she is currently employed by the Company as its Executive Vice President and Chief Financial Officer pursuant to that certain Executive Employment Agreement, effective as of July 23, 2002, by between the Company and Executive (the “Employment Agreement”). Executive and the Company have determined that they will terminate their employment relationship later this year, and it is the Company’s desire to ensure that there is a smooth and orderly transition of Executive’s duties, to provide Executive with certain separation benefits that she would not otherwise be entitled to receive upon her retirement, and to resolve any claims that the parties have or may have against each other. Accordingly, Executive and the Company hereby agree to supersede and replace the Employment Agreement in its entirety with this Agreement. This Agreement will become effective on the eighth day after it is signed by Executive (the “Effective Date”), provided that Executive has not revoked this Agreement (by email notice to Michael Bridge at michael.bridge@jda.com) prior to that date.

2. Executive and the Company hereby agree that, except as provided in Section 3(b)(ii) below related to Executive’s service as an appointed officer or director of the Company’s subsidiaries, her employment with the Company will terminate effective as of 90 calendar days from the Effective Date (the “Termination Date”).

3. Executive and Company hereby agree that during the 90-day period between the Effective Date and the Termination Date (the “Transition Period”):

          (a) Executive will continue to perform her duties for the Company in a professional and timely manner in accordance with past practices to the reasonable satisfaction of the Company and will retain her title of Executive Vice President and Chief Financial Officer;

          (b) Executive will work with the Company to ensure an orderly and complete transition of her duties by the Termination Date and will cooperate and provide assistance as requested during the Transition Period with all matters reasonably related to her role as Executive Vice President and Chief Financial Officer, including, but not limited to, the following:

               (i) assistance with the Company’s 2009 Annual Stockholders Meeting, consistent with past practices;

               (ii) management of the Company’s subsidiaries of which Executive is a director and/or appointed officer consistent with past practices (such service may continue, at the discretion of the Company, subject to Executive’s consent, not to be unreasonably withheld, beyond the Transition Period for a period not to exceed one (1) year from the Effective Date);

               (iii) cooperation with the Company to effectively resign as a director and/or officer of the Company’s subsidiaries, including the execution of documents related thereto;

               (iv) providing reasonably required assistance relating to litigation or threatened litigation involving the Company for which Executive’s related expenses shall be reimbursed by the Company;

               (v) input, analysis and communication as requested related to the Company’s credit facilities;

               (vi) input as requested by Executive’s successor or other Company executives regarding Company finance and accounting processes, controls and procedures; and

1

               (vii) assistance reasonably required relating to regulatory investigations for which Executive’s related expenses shall be reimbursed by the Company.

     During the Transition Period, the Company will continue to provide Executive with her current base salary and employee fringe benefits. Executive will work remotely during the Transition Period, except when her presence in the office is expressly requested. The parties acknowledge the Executive plans to undergo hip replacement surgery during the Transition Period, and, consequently, may be unavailable or have limited availability to work for a reasonable period of time.

4. Executive and Company hereby agree that, subject to Executive’s strict compliance with all the terms of this Agreement, and to her extension of the release of claims in Paragraph 5 without revocation as described below and the execution of the Confidential Separation and Release Agreement attached hereto as Exhibit A (the “Release Agreement”), the Company will provide Executive with the following:

          (a) a lump sum severance payment of $824,750, which shall be subject to applicable withholding and paid to Executive on the Termination Date and shall be deemed to include (i) Executive’s current base salary for two (2) years ($574,750); and (ii) Executive’s cash bonus for 2009 of $250,000, which amount has been determined as assuming satisfaction of all performance based milestones at the 100% level by both the Company and Executive, without regard to actual level of performance.

          (b) upon the Termination Date, Executive will be paid all of her accrued, unused paid time off that she earned during her employment with the Company;

          (c) the immediate acceleration of all unvested equity awards granted pursuant to the Company’s 2005 Performance Incentive Plan (“2005 Plan”) set forth on Exhibit B hereto, which in no event shall include any performance shares awards subject to the Company’s 2009 earnings before income tax, depreciation and amortization and the Company shall take, prior to the Effective Date, all action reasonably necessary to effect such acceleration under the 2005 Plan and applicable securities laws including Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934;

          (d) all of Executive’s stock options that have not otherwise terminated shall be exercisable until one month following Executive’s effective resignation from all Participating Companies (as defined in applicable options plans of the Company pursuant to which the options are subject), which resignation, in any event, shall take place no later than the one (1) year anniversary of the Effective Date;

          (e) in the event that Executive timely elects to obtain continued group health insurance coverage under COBRA following the Termination Date, the Company will pay the premiums for such coverage through the earlier of (i) the date that is two (2) years following the Termination Date, or (ii) the first date on which Executive becomes eligible for other group health insurance coverage pursuant to Executive’s subsequent employment; thereafter, Executive may elect to purchase continued group health insurance coverage under COBRA at her own expense;

          (f) outplacement assistance at the Company’s expense and reimbursement of outplacement and job search expenses (including, without limitation, travel expenses, recruiter fees, outplacement consultant fees, administrative expenses, etc.), provided, that the cost to the Company of such assistance and reimbursement of such expenses shall not exceed $10,000;

          (g) reimbursement of Executive’s legal counsel fees in connection with this Agreement not to exceed $15,000;

          (h) Section 7.5 of the Employment Agreement, Federal Excise Tax under Section 4999 of the Code, shall survive and continue to be effective, to the extent applicable, to payments to Executive

2

under this Agreement. For the avoidance of doubt, this subsection (h) shall not imply that this Agreement is related to a change in control.

In the event of any material breach by Executive of any of the provisions of this Agreement, Executive shall not be entitled to receive any payments or benefits under this Paragraph 4, and her failure to receive any of these payments and/or benefits as a result of her material breach shall not affect or impair the validity of the remainder of this Agreement, including, but not limited to, Paragraphs 5 through 11. Executive acknowledges and agrees that she shall not be entitled to any payments or benefits from the Company other than those expressly set forth in this Paragraph 4 or as otherwise provided pursuant to the terms of any applicable employee benefit plan or indemnification agreement.

5. In consideration of the payments and benefits described in Paragraph 4, Executive has executed the Release Agreement. As further consideration for the payments and benefits described in Paragraph 4, Executive shall extend this release of claims through and including the Termination Date by re-executing the Release Agreement on the space provided at the end of the Agreement on or after the Termination Date. In consideration of the agreements described in Paragraph 3, the Company has executed the Release Agreement. As further consideration for the agreements of Executive in Paragraph 3, provided Executive is not in breach of this Agreement or the confidentiality letter agreement, dated September 3, 1997 (the “Proprietary Information and Inventions Agreement”) the Company shall extend this release of claims through and including the Termination Date by re-executing the Release Agreement on the space provided at the end of the Agreement on or after the Termination Date. Notwithstanding the executed Release Agreement, it is expressly understood that this release does not apply to, and shall not be construed as, a waiver or release of any claims or rights that cannot lawfully be released by private agreement, including any applicable statutory indemnity rights under Delaware law.

6. As further consideration of the payments and benefits described in Paragraph 4, Executive agrees for the two-year period following the Effective Date (the “Covenant Period”) on the following:

          (a) Executive will not directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee work for any of the following companies or any entity that succeeds to any part of the business of any of the following companies that is in competition with the Company: i2 Technologies, Logility, Inc., Manhattan Associates, Inc., Oracle Corporation, SAP AG, or SAS. Executive acknowledges that this non-competition prohibition is reasonable in scope and duration. If a court of competent jurisdiction determines the scope or duration is unenforceable, the non-compete shall be reformed and modified to the extent required to render them valid and enforceable.

          (b) Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

          (c) Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging, hiring or attempting to hire any of the Company’s employees or causing others to solicit or encourage any of the Company’s employees to discontinue their employment with Company. Notwithstanding the previous sentence, Executive may give references for employees and tell headhunters the names of employees of Company, in either event, where the Executive is aware that the employee has been identified by Company as not being part of its long-term plans after a change of control of the Company.

7. Executive acknowledges and agrees that she shall continue to be bound by and comply with the terms of the Proprietary Information and Inventions Agreement. On or before the Termination Date, Executive will return to the Company, in good working condition, all Company property and equipment that is in Executive’s possession or control, including, but not limited to, any files, records, credit cards,

3

keys, programs, manuals, business plans, financial records, and all electronic or paper documents (and any copies thereof) that Executive prepared or received in the course of her employment with the Company. Notwithstanding the foregoing, Executive is entitled to keep and maintain in her possession (a) Executive’s laptop and Blackberry device issued by the Company following the Company’s removal of any proprietary information from such devices and (b) all artwork and personal possessions in Executive’s office, which the Company agrees to pack and ship to Executive’s home address at the Company’s expense.

     Executive acknowledges and agrees that Executive has continuing non-disclosure obligations under the Proprietary Information and Inventions Agreement. Executive acknowledges and reaffirms Executive’s obligation to continue to abide fully and completely with all post-employment provisions of the Proprietary Information and Inventions Agreement and agrees that nothing in this Agreement shall operate to excuse or otherwise relieve Executive of such obligations.

8. Each of Executive and the Company agree not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the other including, in the case of the Company, its employees and directors. Furthermore, the Company agrees that any announcement of Executive’s departure shall be subject to Executive’s approval. The Company shall respond to any inquiries regarding Executive’s employment by providing only information as to Executive’s job title, dates of employment, and salary.

9. If any provision of this Agreement is deemed invalid, illegal, or unenforceable, that provision will be modified so as to make it valid, legal, and enforceable, or if it cannot be so modified, it will be stricken from this Agreement, and the validity, legality, and enforceability of the remainder of the Agreement shall not in any way be affected. In the event of any legal action relating to or arising out of this Agreement, the prevailing party shall be entitled to recover from the losing party its attorneys’ fees and costs incurred in that action.

10. The Company intends that income provided to the Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code (“Section 409A”). The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income provided to the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive, the Company shall not be responsible for the payment of any applicable taxes incurred by the Executive on compensation paid or provided to the Executive pursuant to this Agreement. In the event that any compensation to be paid or provided to Executive pursuant to this Agreement may be subject to the excise tax described in Section 409A, the Company may delay such payment for the minimum period required in order to avoid the imposition of such excise tax.

11. This Agreement, together with the Release Agreement attached hereto as Exhibit A, and the Proprietary Information and Inventions Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations and agreements between the parties, whether written or oral, with the exception of any stock option or other equity agreements between the parties. Notwithstanding the foregoing, the Company confirms that the Agreement, dated October 11, 1997 by and between the Company and Executive regarding, inter alia, indemnification rights of Executive, remains in full force and effect. This Agreement may not be modified or amended except by a document signed by an authorized officer of the Company and Executive.

EXECUTIVE UNDERSTANDS THAT SHE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT SHE IS GIVING UP ANY LEGAL CLAIMS (AS DESCRIBED ABOVE IN THE RELEASE AGREEMENT) SHE HAS AGAINST THE PARTIES

4

RELEASED ABOVE BY SIGNING THIS AGREEMENT. EXECUTIVE FURTHER UNDERSTANDS THAT SHE MAY HAVE UP TO 21 DAYS TO CONSIDER THIS AGREEMENT, THAT SHE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER SHE SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED. EXECUTIVE ACKNOWLEDGES THAT SHE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPHS 3 AND 4, WHICH COMPENSATION AND BENEFITS SHE WOULD NOT OTHERWISE BE ENTITLED TO RECEIVE.

Dated: April 6, 2009 /s/ Kristen L. Magnuson   Kristen L. Magnuson

	JDA SOFTWARE GROUP, INC.
Dated: April 6, 2009	By:	/s/ Hamish N. Brewer Hamish N. Brewer
		President and Chief Executive Officer

By re-signing this Agreement on or after the Termination Date, I hereby extend the release of claims set forth in the Release Agreement so as to include any and all such claims that exist or arise at any time up to and including the Termination Date. I also acknowledge and agree that I have been paid all wages (including base salary, paid time off, and bonuses) that I earned during my employment with the Company. I understand that I may revoke this extension of the release of claims at anytime within the seven days following my re-execution of this Agreement, which revocation must be made in the manner described in the last sentence of Paragraph 1.

Dated:                , 2009     Kristen L. Magnuson

By re-signing this Agreement on or after the Termination Date, the Company hereby extends the release of claims set forth in the Release Agreement so as to include any and all such claims that exist or arise at any time up to and including the Termination Date.

Dated:                , 2009	JDA SOFTWARE GROUP, INC.
	By:
	Hamish N. Brewer
	President and Chief Executive Officer

5

EXHIBIT A

FORM OF
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

     This Confidential Separation and Release Agreement (“Agreement”) is between Kristen L. Magnuson (“Executive”) and JDA Software Group, Inc. (the “Company”) (hereinafter the “parties”), and is entered into as of April 6, 2009. This Agreement will not become effective until the expiration of seven (7) days from Executive’s execution of this Agreement (the “Effective Date”).

     WHEREAS, Executive has been employed by the Company as Executive Vice President and Chief Financial Officer:

     WHEREAS, the Company and Executive are entering into a Confidential Separation Agreement (the “Separation Agreement”) dated on the date hereof, which provides for, among other things, certain severance benefits and for Executive’s employment with the Company to cease as of the date set forth therein (the “Termination Date”);

     WHEREAS, the Company and Executive desire to avoid disputes and/or litigation regarding Executive’s termination from employment or any events or circumstances preceding or coincident with the termination from employment;

     WHEREAS, the Company and Executive have agreed upon the terms on which Executive is willing, for sufficient and lawful consideration, to compromise any claims known and unknown which Executive may have against the Company and on which the Company is willing, for sufficient and lawful consideration, to compromise any claims known and unknown which the Company may have against Executive; and

     WHEREAS, the parties desire to settle fully and finally, in the manner set forth herein, all differences between them which have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but in no way limited to, any and all claims and controversies arising out of the employment relationship between Executive and the Company, and the termination thereof.

     NOW, THEREFORE, in consideration of these recitals and the promises and agreements set forth in this Agreement, Executive’s employment with the Company will terminate upon the following terms:

     1. General Release: Executive for herself and her assigns hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES the Company and any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns (the “Company Parties”), and the Company for itself and the Company Parties hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Executive and her assigns, from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Executive’s employment by the Company or not, which may have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the

6

Worker Adjustment and Retraining Notification (WARN) Act, the Older Workers Benefit Protection Act, or any other municipal, local, state, or federal law, common or statutory.

     2. Covenant Not to Sue: The parties also COVENANT NOT TO SUE, OR OTHERWISE PARTICIPATE IN ANY ACTION OR CLASS ACTION against the other party or any of the released parties based upon any of the claims released in this Agreement.

     3. Right to Revoke: Either party may revoke this Agreement by notice to the other party, in writing, received within seven (7) days of the date of its execution by Executive (the “Revocation Period”). Executive agrees that Executive will not receive the benefits provided by the Separation Agreement if Executive revokes this Agreement. Executive also acknowledges and agrees that if the Company has not received from Executive notice of Executive’s revocation of this Agreement prior to the expiration of the Revocation Period, Executive will have forever waived Executive’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have full force and effect.

     4. Acknowledgement: Executive acknowledges and agrees that: (A) except as provided by this Agreement and the Separation Agreement, no additional consideration, including salary, wages, bonuses or stock options, is to be paid to her by the Company in connection with this Agreement and the Separation Agreement; (B) except as provided by this Agreement and the Separation Agreement, Executive has no contractual right or claim to the severance payments described herein and therein; and, (C) payments pursuant to this Agreement and the Separation Agreement shall terminate immediately if Executive breaches any of the provisions of this Agreement or the Separation Agreement.

     5. Non-Admissions: The parties acknowledge that by entering into this Agreement, the other party does not admit, and does specifically deny, any violation of any local, state, or federal law.

     6. Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and/or construed in remaining part to the full extent allowed by law, with the remaining provisions of this Agreement continuing in full force and effect.

     7. Entire Agreement: This Agreement, along with the Proprietary Information and Inventions Agreement and the Separation Agreement constitute the entire agreement between the Executive and the Company, and supersede all prior and contemporaneous negotiations and agreements, oral or written. This Agreement cannot be changed or terminated except pursuant to a written agreement executed by the parties.

     8. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except where preempted by federal law.

     9. Statement of Understanding: By executing this Agreement, Executive acknowledges that (a) Executive has had at least twenty-one (21) days to consider the terms of this Agreement and has considered its terms for such a period of time or has knowingly and voluntarily waived Executive’s right to do so by executing this Agreement and returning it to the Company; (b) Executive has been advised by the Company to consult with an attorney regarding the terms of this Agreement; (c) Executive has consulted with, or has had sufficient opportunity to consult with, an attorney of Executive’s own choosing regarding the terms of this Agreement; (d) any and all questions regarding the terms of this Agreement have been asked and answered to Executive’s complete satisfaction; (e) Executive has read this Agreement and fully understands its terms and their import; (f) except as provided by this Agreement and the Separation Agreement, Executive has no contractual right or claim to the benefits and payments described herein and therein; (g) the consideration provided for herein is good and valuable; and (h)

7

Executive is entering into this Agreement voluntarily, of Executive’s own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.

EXECUTED in Scottsdale, AZ , this day of April 6, 2009.

/s/ Kristen L. Magnuson Kristen L. Magnuson

EXECUTED in Scottsdale, AZ , this day of April 6, 2009.

JDA SOFTWARE GROUP, INC.
By:	/s/ Hamish N. Brewer Hamish N. Brewer
	President and Chief Executive Officer

8

EXHIBIT B

EQUITY AWARDS PURSUANT TO THE COMPANY’S
2005 PERFORMANCE INCENTIVE PLAN SUBJECT TO VESTING ACCELERATION

					Unvested Shares
					Subject to Award
					Automatically
			Shares Subject to		Vesting as of the
Type of Award	Date of Grant		Award		Effective Date
Restricted Stock Units		3/13/07		32,706		6,805
Restricted Stock Units		5/14/07		4,327		903
Performance Shares		2/7/08		20,945		9,600

9

EX-10.5

Exhibit 10.5

SEPARATION AGREEMENT

1. Christopher J. Koziol (“Executive”) has been employed by JDA Software Group, Inc. (the “Company”) since July 1, 2005, and he is currently employed by the Company as its Chief Operating Officer pursuant to that certain Executive Employment Agreement, effective as of June 13, 2005, by and between the Company and Executive (the “Employment Agreement”). Executive and the Company have determined that they will terminate their employment relationship on July 31, 2009, and it is the Company’s desire to ensure that there is a smooth and orderly transition of Executive’s duties, to provide Executive with certain separation benefits that he would not otherwise be entitled to receive upon his retirement, and to resolve any claims that the parties have or may have against each other. Accordingly, Executive and the Company hereby agree to supersede and replace the Employment Agreement in its entirety with this Agreement. This Agreement will become effective on the eighth day after it is signed by Executive (the “Effective Date”), provided that Executive has not revoked this Agreement (by email notice to Michael Bridge at michael.bridge@jda.com) prior to that date.

2. Executive and the Company hereby agree that his employment with the Company will terminate effective August 3, 2009 (the “Termination Date”).

3. Executive and Company hereby agree that, subject to Executive’s strict compliance with all the terms of this Agreement, and to his extension of the release of claims in Paragraph 5 without revocation as described below and the execution of the Confidential Separation and Release Agreement attached hereto as Exhibit A (the “Release Agreement”), the Company will provide Executive with the following:

          (a) a lump sum severance payment of $897,646, which shall be subject to applicable withholding and paid to Executive on the day after the expiration of the Revocation Period in the Release Agreement, provided Executive has not revoked the Release Agreement, and shall be deemed to include (i) Executive’s current base salary for two (2) years ($574,750); (ii) base salary for a 60-day notice period ($47,896) and (iii) Executive’s cash bonus for 2009 of $275,000, which amount has been determined as assuming satisfaction of all performance based milestones at the 100% level by both the Company and Executive, without regard to actual level of performance. In addition, Executive will be paid the pro-rated portion of the 2009 bonus that has been earned based upon the year to date EBITDA performance, but has been unpaid through the end of the second quarter ($89,462). Executive will also be allowed to keep his laptop computer and his blackberry cell phone.

          (b) upon the Termination Date, Executive will be paid all of his accrued, unused paid time off that he earned during his employment with the Company;

          (c) the immediate acceleration of all unvested equity awards granted pursuant to the Company’s 2005 Performance Incentive Plan (“2005 Plan”) set forth on Exhibit B hereto, which in no event shall include any performance shares awards subject to the Company’s 2009 earnings before income tax, depreciation and amortization and the Company shall take, prior to the Effective Date, all action reasonably necessary to effect such acceleration under the 2005 Plan and applicable securities laws including Rule 16b-3(d) promulgated under the Securities Exchange Act of 1934;

          (d) all of Executive’s stock options that have not otherwise terminated shall be exercisable until one month following the Termination Date;

          (e) in the event that Executive timely elects to obtain continued group health insurance coverage under COBRA following the Termination Date, the Company will pay the premiums for such coverage through the earlier of (i) the date that is 18 months following the Termination Date, or (ii) the first date on which Executive becomes eligible for other group health insurance coverage pursuant to Executive’s

1

subsequent employment; thereafter, Executive may elect to purchase continued group health insurance coverage under COBRA at his own expense;

          (f) outplacement assistance at the Company’s expense and reimbursement of outplacement and job search expenses (including, without limitation, travel expenses, recruiter fees, outplacement consultant fees, administrative expenses, etc.), provided, that the cost to the Company of such assistance and reimbursement of such expenses shall not exceed $10,000;

          (g) Section 7.5 of the Employment Agreement, Federal Excise Tax under Section 4999 of the Code, shall survive and continue to be effective, to the extent applicable, to payments to Executive under this Agreement. For the avoidance of doubt, this subsection (h) shall not imply that this Agreement is related to a change in control.

In the event of any material breach by Executive of any of the provisions of this Agreement, Executive shall not be entitled to receive any payments or benefits under this Paragraph 3, and his failure to receive any of these payments and/or benefits as a result of his material breach shall not affect or impair the validity of the remainder of this Agreement, including, but not limited to, Paragraphs 4 through 10. Executive acknowledges and agrees that he shall not be entitled to any payments or benefits from the Company other than those expressly set forth in this Paragraph 3 or as otherwise provided pursuant to the terms of any applicable employee benefit plan or indemnification agreement.

4. In consideration of the payments and benefits described in Paragraph 3, Executive has executed the Release Agreement. Notwithstanding the executed Release Agreement, it is expressly understood that this release does not apply to, and shall not be construed as, a waiver or release of any claims or rights that cannot lawfully be released by private agreement, including any applicable statutory indemnity rights under Delaware law.

5. As further consideration of the payments and benefits described in Paragraph 3, Executive agrees for the two-year period following the Effective Date (the “Covenant Period”) on the following:

          (a) Executive will not directly or indirectly, whether as an owner, director, officer, manager, consultant, agent or employee work for any of the following companies or any entity that succeeds to any part of the business of any of the following companies that is in competition with the Company: i2 Technologies, Logility, Inc., Manhattan Associates, Inc., Oracle Corporation, SAP AG, or SAS. Executive acknowledges that this non-competition prohibition is reasonable in scope and duration. If a court of competent jurisdiction determines the scope or duration is unenforceable, the non-compete shall be reformed and modified to the extent required to render them valid and enforceable.

          (b) Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

          (c) Executive will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging, hiring or attempting to hire any of the Company’s employees or causing others to solicit or encourage any of the Company’s employees to discontinue their employment with Company. Notwithstanding the previous sentence, Executive may give references for employees and tell headhunters the names of employees of Company, in either event, where the Executive is aware that the employee has been identified by Company as not being part of its long-term plans after a change of control of the Company.

2

6. Executive acknowledges and agrees that he shall continue to be bound by and comply with the terms of the Proprietary Information and Inventions Agreement. On or before the Termination Date, Executive will return to the Company, in good working condition, all Company property and equipment that is in Executive’s possession or control, including, but not limited to, any files, records, credit cards, keys, programs, manuals, business plans, financial records, and all electronic or paper documents (and any copies thereof) that Executive prepared or received in the course of his employment with the Company.

     Executive acknowledges and agrees that Executive has continuing non-disclosure obligations under the Proprietary Information and Inventions Agreement. Executive acknowledges and reaffirms Executive’s obligation to continue to abide fully and completely with all post-employment provisions of the Proprietary Information and Inventions Agreement and agrees that nothing in this Agreement shall operate to excuse or otherwise relieve Executive of such obligations.

7. Each of Executive and the Company agree not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the other including, in the case of the Company, its employees and directors. Furthermore, the Company agrees that any announcement of Executive’s departure shall be subject to Executive’s reasonable approval. The Company shall respond to any inquiries regarding Executive’s employment by providing only information as to Executive’s job title, dates of employment, and salary.

8. If any provision of this Agreement is deemed invalid, illegal, or unenforceable, that provision will be modified so as to make it valid, legal, and enforceable, or if it cannot be so modified, it will be stricken from this Agreement, and the validity, legality, and enforceability of the remainder of the Agreement shall not in any way be affected. In the event of any legal action relating to or arising out of this Agreement, the prevailing party shall be entitled to recover from the losing party its attorneys’ fees and costs incurred in that action.

9. The Company intends that income provided to the Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code (“Section 409A”). The provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A of the Code. However, the Company does not guarantee any particular tax effect for income provided to the Executive pursuant to this Agreement. In any event, except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to the Executive, the Company shall not be responsible for the payment of any applicable taxes incurred by the Executive on compensation paid or provided to the Executive pursuant to this Agreement. In the event that any compensation to be paid or provided to Executive pursuant to this Agreement may be subject to the excise tax described in Section 409A, the Company may delay such payment for the minimum period required in order to avoid the imposition of such excise tax.

10. This Agreement, together with the Release Agreement attached hereto as Exhibit A, and the Proprietary Information and Inventions Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations and agreements between the parties, whether written or oral, with the exception of any stock option or other equity agreements between the parties. Notwithstanding the foregoing, the Company confirms that the Agreement, dated July 1, 2005 by and between the Company and Executive regarding, inter alia, indemnification rights of Executive, remains in full force and effect. This Agreement may not be modified or amended except by a document signed by an authorized officer of the Company and Executive.

3

EXECUTIVE UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND THAT HE IS GIVING UP ANY LEGAL CLAIMS (AS DESCRIBED ABOVE IN THE RELEASE AGREEMENT) HE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EXECUTIVE FURTHER UNDERSTANDS THAT HE MAY HAVE UP TO 21 DAYS TO CONSIDER THIS AGREEMENT, THAT HE MAY REVOKE IT AT ANY TIME DURING THE 7 DAYS AFTER HE SIGNS IT, AND THAT IT SHALL NOT BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED. EXECUTIVE ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 3, WHICH COMPENSATION AND BENEFITS HE WOULD NOT OTHERWISE BE ENTITLED TO RECEIVE.

Dated: August 6, 2009 /s/ Christopher J. Koziol   Christopher J. Koziol

Dated: August 6, 2009	JDA SOFTWARE GROUP, INC.
	By:	/s/ Hamish N. Brewer Hamish N. Brewer
		President and Chief Executive Officer

4

EXHIBIT A

FORM OF
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

     This Confidential Separation and Release Agreement (“Agreement”) is between Christopher J. Koziol (“Executive”) and JDA Software Group, Inc. (the “Company”) (hereinafter the “parties”), and is entered into as of August ___, 2009. This Agreement will not become effective until the expiration of seven (7) days from Executive’s execution of this Agreement (the “Effective Date”).

     WHEREAS, Executive has been employed by the Company as Chief Operating Officer:

     WHEREAS, the Company and Executive are entering into a Confidential Separation Agreement (the “Separation Agreement”) dated on the date hereof, which provides for, among other things, certain severance benefits and for Executive’s employment with the Company to cease as of the date set forth therein (the “Termination Date”);

     WHEREAS, the Company and Executive desire to avoid disputes and/or litigation regarding Executive’s termination from employment or any events or circumstances preceding or coincident with the termination from employment;

     WHEREAS, the Company and Executive have agreed upon the terms on which Executive is willing, for sufficient and lawful consideration, to compromise any claims known and unknown which Executive may have against the Company and on which the Company is willing, for sufficient and lawful consideration, to compromise any claims known and unknown which the Company may have against Executive; and

     WHEREAS, the parties desire to settle fully and finally, in the manner set forth herein, all differences between them which have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but in no way limited to, any and all claims and controversies arising out of the employment relationship between Executive and the Company, and the termination thereof.

     NOW, THEREFORE, in consideration of these recitals and the promises and agreements set forth in this Agreement, Executive’s employment with the Company will terminate upon the following terms:

     1. General Release: Executive for himself and his assigns hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES the Company and any current or former stockholders, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns (the “Company Parties”), and the Company for itself and the Company Parties hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Executive and his assigns, from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Executive’s employment by the Company or not, which may have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (WARN) Act, the Older Workers Benefit Protection Act, or any other municipal, local, state, or federal law, common or statutory.

5

     2. Covenant Not to Sue: The parties also COVENANT NOT TO SUE, OR OTHERWISE PARTICIPATE IN ANY ACTION OR CLASS ACTION against the other party or any of the released parties based upon any of the claims released in this Agreement.

     3. Right to Revoke: Either party may revoke this Agreement by notice to the other party, in writing, received within seven (7) days of the date of its execution by Executive (the “Revocation Period”). Executive agrees that Executive will not receive the benefits provided by the Separation Agreement if Executive revokes this Agreement. Executive also acknowledges and agrees that if the Company has not received from Executive notice of Executive’s revocation of this Agreement prior to the expiration of the Revocation Period, Executive will have forever waived Executive’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have full force and effect.

     4. Acknowledgement: Executive acknowledges and agrees that: (A) except as provided by this Agreement and the Separation Agreement, no additional consideration, including salary, wages, bonuses or stock options, is to be paid to his by the Company in connection with this Agreement and the Separation Agreement; (B) except as provided by this Agreement and the Separation Agreement, Executive has no contractual right or claim to the severance payments described herein and therein; and, (C) payments pursuant to this Agreement and the Separation Agreement shall terminate immediately if Executive breaches any of the provisions of this Agreement or the Separation Agreement.

     5. Non-Admissions: The parties acknowledge that by entering into this Agreement, the other party does not admit, and does specifically deny, any violation of any local, state, or federal law.

     6. Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and/or construed in remaining part to the full extent allowed by law, with the remaining provisions of this Agreement continuing in full force and effect.

     7. Entire Agreement: This Agreement, along with the Proprietary Information and Inventions Agreement and the Separation Agreement constitute the entire agreement between the Executive and the Company, and supersede all prior and contemporaneous negotiations and agreements, oral or written. This Agreement cannot be changed or terminated except pursuant to a written agreement executed by the parties.

     8. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except where preempted by federal law.

     9. Statement of Understanding: By executing this Agreement, Executive acknowledges that (a) Executive has had at least twenty-one (21) days to consider the terms of this Agreement and has considered its terms for such a period of time or has knowingly and voluntarily waived Executive’s right to do so by executing this Agreement and returning it to the Company; (b) Executive has been advised by the Company to consult with an attorney regarding the terms of this Agreement; (c) Executive has consulted with, or has had sufficient opportunity to consult with, an attorney of Executive’s own choosing regarding the terms of this Agreement; (d) any and all questions regarding the terms of this Agreement have been asked and answered to Executive’s complete satisfaction; (e) Executive has read this Agreement and fully understands its terms and their import; (f) except as provided by this Agreement and the Separation Agreement, Executive has no contractual right or claim to the benefits and payments described herein and therein; (g) the consideration provided for herein is good and valuable; and (h) Executive is entering into this Agreement voluntarily, of Executive’s own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.

6

EXECUTED in                                         , this day of August ___, 2009.

Christopher J. Koziol

EXECUTED in                                         , this day of August ___, 2009.

JDA SOFTWARE GROUP, INC.
By:	Hamish N. Brewer
	President and Chief Executive Officer

7

EXHIBIT B

EQUITY AWARDS PURSUANT TO THE COMPANY’S
2005 PERFORMANCE INCENTIVE PLAN SUBJECT TO VESTING ACCELERATION

					Unvested Shares
					Subject to Award
					Automatically
			Shares Subject to		Vesting as of the
Type of Award	Date of Grant		Award		Effective Date
Restricted Stock Units		3/13/07		45,788		5,722
Restricted Stock Units		5/14/07		6,058		761
Performance Shares		2/7/08		20,945		7,856

8

EX-31.1

EXHIBIT 31.1

Certifications

I, Hamish N. J. Brewer certify that:

1.	I have reviewed this quarterly report on Form 10-Q of JDA Software Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2009	By:	/s/ Hamish N. J. Brewer
		Hamish N. J. Brewer
		President and Chief Executive Officer JDA Software Group, Inc.

EX-31.2

EXHIBIT 31.2

Certifications

I, Peter S. Hathaway certify that:

1.	I have reviewed this quarterly report on Form 10-Q of JDA Software Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s)s and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 3, 2009	By:	/s/ Peter S. Hathaway
		Peter S. Hathaway
		Executive Vice President and Chief Financial Officer JDA Software Group, Inc.

EX-32.1

EXHIBIT 32.1

Certification of Chief Executive Officer And Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

We, Hamish N. J. Brewer, President and Chief Executive Officer and Peter S. Hathaway, Executive Vice President and Chief Financial Officer of JDA Software Group, Inc. (the “Registrant”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based upon each of our respective knowledge:

(1) the Quarterly Report on Form 10-Q of the Registrant, to which this certification is attached as an exhibit (the “Report”), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: November 3, 2009	/s/ Hamish N. J. Brewer
	Hamish N. J. Brewer
	President and Chief Executive Officer

/s/ Peter S. Hathaway  

Peter S. Hathaway 

Executive Vice President and
Chief Financial Officer 

This certificate accompanies this quarterly report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and will not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. This certificate will not be deemed to be incorporated by reference into any filing, except to the extent that the Registrant specifically incorporates it by reference.