Form of 2007 Restricted Stock
Unit Agreement
JDA SOFTWARE GROUP, INC.
2007 RESTRICTED STOCK UNITS AGREEMENT
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 2007 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.
The Award has been granted pursuant to the JDA Software Group, Inc.
2005 Performance Incentive Plan (the “ Plan
”), as amended to the Date of Grant, the provisions of which
are incorporated herein by reference. By signing the Grant Notice,
the Participant: (a) acknowledges receipt of and represents
that the Participant has read and is familiar with the Grant
Notice, this Agreement, the Plan and a prospectus for the Plan in
the form most recently registered with the Securities and Exchange
Commission (the “ Plan Prospectus ”),
(b) accepts the Award subject to all of the terms and
conditions of the Grant Notice, this Agreement and the Plan and
(c) agrees to accept as binding, conclusive and final all
decisions or interpretations of the Committee upon any questions
arising under the Grant Notice, this Agreement or the
Plan.
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 or the Plan.
(a) “
Dividend Equivalent Units ” mean additional
Restricted Stock Units credited pursuant to Section 3.3
.
(b) “
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.
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 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.
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.
4.1
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 such date,
all unvested Restricted Stock Units shall become Vested Units as of
the day prior to the Change in Control, contingent upon the
consummation of the Change in Control. In addition, 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,
2
the
consideration (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.
Notwithstanding the foregoing, the Board may, in its discretion,
determine that upon a Change in Control, each Unit outstanding
immediately prior to the Change in Control shall be canceled in
exchange for payment with respect to each Unit immediately prior to
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).
Such payment shall be made as soon as practicable following 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) , upon the occurrence of any event that
might reasonably be anticipated to give rise to the acceleration of
vesting under Section 4.3(a) (an “
Event ”), 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 within twenty (20) days of the date of the Event
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.
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