Common use of Pro Rata Vesting Clause in Contracts

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: 00000 X. 00xx Xxxxxx Xxxxxxxxxx, XX 00000 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. JDA Software Group, Inc. (the “Company”) has granted to Xxxx Xxxxxxxx (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: July 20, 2009 Grant No.: Target Number of Performance Shares: 25,000, subject to adjustment as provided by the Agreement. Maximum Number of Performance Shares: 31,250, 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.

Pro Rata Vesting. In Subject to Section 2.06(b) below, if Executive’s employment is terminated by the event that Company during the Participant becomes entitled Term without Cause prior to a Change of Control (as defined in the Change of Control Agreement), and if Executive signs within 21 days following his termination date, and lets become effective, the release of claims attached hereto as Exhibit A (the “Severance Benefits” in accordance Release”), then Executive shall receive the following: (i) a lump sum cash payment equal to 12 months of annualized salary, paid on the 40th day following Executive’s termination date; (ii) reimbursement of COBRA premiums for continued health insurance coverage, until the earlier of (x) 12 months following termination of employment or (y) commencement of employment with either Section 7.2 or Section 7.3 another employer; (iii) partial accelerated vesting of the Employment Agreement2011 Retention Award calculated as follows: to the extent then unvested, then a prorata portion of each of the First Installment and Second Installment, based on a fraction whose numerator is the number of Restricted Stock Units shall become Vested Unitsfull months from January 1, effective on the forty-fifth day following 2011 until the date of termination of employment and whose denominator is 36 for the ParticipantFirst Installment and 60 for the Second Installment; provided that with respect to the Performance-Based Portion, accelerated vesting shall occur only if, and to the extent that, the Performance Criteria has been met through the most recently completed month as determined by the Board (or its Compensation Committee); (iv) if Executive’s termination of employmentoccurs before November 17, in an amount equal to: (50,000 x ((X — $[***]) / $[***])) — Y2011, where “X” is equal to EBITDA achieved during the four consecutive fiscal quarter period unvested portion of the Company beginning Initial Stock Award (as defined in the Prior Employment Agreement) will become vested; and (v) if Executive’s termination occurs before the date in 2012 on which the Board (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 its Compensation Committee) determines the number of Vested Units previously determined without regard to this provision. Employment Agreement: That certain Executive Employment Agreement by and between shares earned under the Company and performance share award granted in February 2009 (the Participant, dated July 20, 2009. By their signatures below or by electronic acceptance or authentication in a form authorized by “2009 Performance Award”) under the Company, LTIP (with the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions number 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 shares earned depending on the Company’s 2005 Performance Incentive Plan. The Participant represents that total shareholder return for the Participant has read and is familiar with three-year period ending December 31, 2011 as determined by the provisions of the Agreement, and hereby accepts the Award subject to all of Board or its terms and conditions. JDA SOFTWARE GROUP, INC. PARTICIPANT By: Signature Its: Date Address: 00000 X. 00xx Xxxxxx Xxxxxxxxxx, XX 00000 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. JDA Software Group, Inc. (the “Company”) has granted to Xxxx Xxxxxxxx (the “Participant”) an award of Performance Shares (the “Award”Compensation Committee), each of which represents the right Executive will remain eligible to receive on a prorated portion (reduced to reflect 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: July 20, 2009 Grant No.: Target Number of Performance Shares: 25,000, subject to adjustment as provided by the Agreement. Maximum Number of Performance Shares: 31,250, subject to adjustment as provided by the Agreement. Performance Period: Company fiscal year beginning period from 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 to the date of such approval Executive’s termination) of the 2009 Performance Award if and to the extent the original performance conditions (i.e., for the full three-year performance period) are met, which shall be determined on the same basis, and on the same date (but in no event not later than December 28March 15, 20102012), as the similar performance awards held by other executive officers of the Company.

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: 00000 X. 00xx Xxxxxx Xxxxxxxxxx, XX 00000 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. JDA Software Group, Inc. (the “Company”) has granted to Xxxx Xxxxxxxx Xxxxx X. Xxxxxx (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: July 20August 18, 2009 Grant No.: Target Number of Performance Shares: 25,00030,000, subject to adjustment as provided by the Agreement. Maximum Number of Performance Shares: 31,25037,250, 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.